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Filed by ECARX Holdings, Inc. |
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Pursuant to Rule 425 under the Securities Act of 1933, |
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as amended, and deemed filed pursuant to Rule 14a-12 |
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under the Securities Exchange Act of 1934, as amended |
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Subject Company: COVA Acquisition Corp. |
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Commission File No.: 001-40012 |
Car tech firm ECARX to go public in $3.8 bln blank-check deal
Reuters
By Niket Nishant
26 May 2022
ECARX Holdings, a Chinese auto tech startup backed by Geely Holding Group's chairman, on Thursday said it would go public through a merger
with a blank-check firm in a deal that values it at $3.82 billion.
Chinese listings in the United States have been frozen for months,
as Beijing and U.S. regulators have been locked in a dispute over the latter's demand for complete access to the books of U.S-listed Chinese
companies.
The deal with COVA Acquisition Corp includes a $45 million investment
from mobility tech company Geely, lidar sensor maker Luminar Technologies Inc and automotive company Lotus Technology.
Luminar CEO Austin Russell told Reuters that the California-based startup
will be investing $15 million in ECARX in a bid to break into the Chinese car market, the world's biggest, and tap customers such as Geely.
"As things are successful, I don't think it would be surprising
if we ultimately collaborate even more, invest even more, as this partnership scales," he told Reuters.
With facilities in China and Europe, ECARX focuses on technology used
in car chips, high-definition maps and smart vehicles. The company was founded by Ziyu Shen, its chief executive officer, and Li Shufu,
Geely's chairman, in 2017.
The planned listing is also supported by $300 million raised by COVA
in its initial public offering (IPO) in February last year.
A blank-check firm, or a special purpose acquisition company (SPAC),
is a listed shell entity that uses the money raised in its IPO to merge with a private company, taking it public in the process.
Link: https://www.reuters.com/business/autos-transportation/car-tech-firm-ecarx-go-public-38-bln-blank-check-deal-2022-05-26/
Important Additional Information Regarding the Transaction Will
Be Filed With the SEC
In connection with the proposed transaction, ECARX Holdings, Inc.
(“ECARX”) will file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”)
that will include a prospectus with respect to ECARX’s securities to be issued in connection with the proposed transaction and
a proxy statement with respect to the shareholder meeting of COVA Acquisition Corp. (“COVA”) to vote on the proposed transaction.
Shareholders of COVA and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus
as well as other documents to be filed with the SEC because these documents will contain important information about COVA and ECARX and
the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of COVA as of a record date to be established for voting on the proposed
transaction. Once available, shareholders of COVA will also be able to obtain a copy of the F-4, including the proxy statement/prospectus,
and other documents filed with the SEC without charge, by directing a request to: COVA Acquisition Corp., 530 Bush Street, Suite 703
San Francisco, California 94108. The preliminary and definitive proxy statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
COVA and ECARX and their respective directors and executive officers
may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication
under the rules of the SEC. Information about the directors and executive officers of COVA and their ownership is set forth in COVA’s
filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of COVA’s shareholders in connection with the potential transaction will be set forth in the registration statement
containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents are available free of charge at
the SEC’s website at www.sec.gov or by directing a request to COVA Acquisition Corp., 530 Bush Street, Suite 703 San Francisco,
California 94108.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities of COVA or ECARX, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and
assumptions and on information currently available to COVA and ECARX.
All statements other than statements of historical fact contained
in this communication are forward-looking statements. In some cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,”
“target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions
or indicate future events or prospects, although not all forward-looking statements contain these words. These statements are based
upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of COVA and ECARX, which involve risks,
uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking statements. Any such estimates, assumptions, expectations,
forecasts, views or opinions, whether or not identified in this communication, should be regarded as preliminary and for
illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Although each of COVA
and ECARX believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of COVA
and ECARX caution you that these statements are based on a combination of facts and factors currently known and projections of the
future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy
statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by ECARX with the SEC and other
documents filed by COVA or ECARX from time to time with the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking
statements. Neither COVA nor ECARX can assure you that the forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number of risks and uncertainties, including the ability to complete the
business combination due to the failure to obtain approval from COVA shareholders or satisfy other closing conditions in the merger
agreement, the occurrence of any event that could give rise to the termination of the merger agreement, the ability to recognize the
anticipated benefits of the business combination, the amount of redemption requests made by COVA public shareholders, costs related
to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations
as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or
regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk
Factors” in the registration statement on Form F-4 to be filed by ECARX with the SEC and those included under the heading
“Risk Factors” in the final prospectus of COVA dated February 4, 2021 and in its subsequent filings with the SEC. In
light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a
representation or warranty by COVA or ECARX, their respective directors, officers or employees or any other person that COVA or
ECARX will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this
communication represent the views of COVA and ECARX as of the date of this communication. Subsequent events and developments may
cause those views to change. However, while COVA and ECARX may update these forward-looking statements in the future, COVA and ECARX
specifically disclaim any obligation to do so, except to the extent required by applicable law. You should, therefore, not rely on
these forward-looking statements as representing the views of COVA and ECARX as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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