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Filed by ECARX Holdings, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933,
as amended, and deemed filed pursuant
to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: COVA Acquisition Corp.
Commission File No.: 001-40012
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ECARX Bolsters
Executive Leadership Team
Experienced
Leaders will Accelerate ECARX’s Technology Development and
Product Roll-Out, Strategic Acquisitions and Investments, and Global
Expansion
London -- Oct.
11, 2022 -- ECARX Holdings, Inc. ("ECARX"), a global mobility tech company, today announced the appointments of
Ramesh Narasimhan as Chief Financial Officer, Peter Cirino as Chief Operating Officer and Andrew Winterton as General Counsel.
Today’s
news builds on recent momentum for the company, including
a strategic collaboration with AMD to work on an in-vehicle computing platform for next generation electric vehicles, and a partnership
with Luminar to enable advanced safety and automated driving capabilities in the production of consumer vehicles and commercial trucks.
In May of 2022, ECARX announced its merger agreement with COVA Acquisition Corp. (“COVA”) that values ECARX at $3.82 billion
pro forma equity value, or pre-money equity value of $3.4 billion.
ECARX transforms
vehicles into seamlessly integrated information, communications, and transportation devices – essential for
the development of connected, automated, and electrified mobility. ECARX works alongside global brands in a highly integrated way from
the early stages in the product cycle to identify trends and plan, pilot, and test differentiated solutions that enable and enhance the
onboard experience. Today, more than 3.7 million vehicles are equipped with ECARX technologies.
“These
exceptional leaders bring decades of experience to support ECARX as we expand to serve the fast-changing
automotive industry and capture share in the large, growing market for connected cars,” said ECARX Chairman and Chief Executive,
Ziyu Shen. “Each will play an instrumental role as we lead the shift toward fully electric vehicle platforms and remain focused
on delivering value to all stakeholders. I am proud of how these appointments highlight our ability
to attract world-class talent that will drive long-term, sustainable growth.”
Mr. Ramesh Narasimhan, Chief
Financial Officer, is a highly experienced finance, marketing, sales, and strategy executive who has worked closely with OEMs,
distributors, and retail businesses across the global automotive industry. Previously, Mr. Narasimhan served as Chief Financial
Officer for Al Futtaim, a multi-billion-dollar automotive distribution and retailing company. Prior to that, he joined Nissan
Australia and New Zealand as CFO and subsequently served as President and MD for the Philippines and Thailand, managing both
manufacturing and distribution. Before that, he held several senior financial roles with Ford Motor Company.
Mr. Peter Cirino, Chief Operating Officer,
has more than 25 years of experience leading major automotive technology and electronics organizations across the Americas, Europe, and
Asia. Most recently, Mr. Cirino led Aptiv’s connection systems business in the Americas. Prior to Aptiv, he drove a major strategic
change leading A123 Systems, an emerging lithium-ion battery business operating across China, Europe, and North America. Mr. Cirino began
his career with TE Connectivity delivering results in both operational and business development roles across the Americas and Asia.
Mr. Andrew
Winterton, General Counsel, brings more than 20 years of experience advising private and listed companies in the transportation and mobility
sectors. He has served as Group General Counsel and Company Secretary of Flit Technologies (subsidiary of Groupe Renault) and held Head
of Legal positions within ANI Technologies and, most recently, Didi Chuxing.
About ECARX
ECARX is transforming vehicles into seamlessly integrated information, communications, and transportation devices. It is shaping
the interaction between people and cars by rapidly advancing the technology at the heart of smart mobility. ECARX's current core products
include infotainment head units (IHU), digital cockpits, vehicle chip-set solutions, a core operating system and integrated software
stack. Beyond this, ECARX is developing a full-stack automotive computing platform.
Over the last
three years, ECARX's technology has been integrated into more than 3.7 million cars worldwide. ECARX was founded in 2017 and has since
grown to close to 2,000 team members. The co-founders are two automotive entrepreneurs, Chairman and CEO Ziyu Shen and Eric
Li (Li Shufu), who is also the founder and chairman of Zhejiang Geely Holding Group (Geely), one of the largest automotive groups
in the world that holds ownership interest and investment in international brands such as Lotus, Lynk & Co, Polestar, smart and Volvo Cars.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (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.
Important Additional Information
Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction,
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 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., 1700 Montgomery Street, Suite 240, San Francisco, CA 94111. 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., 1700 Montgomery
Street, Suite 240, San Francisco, CA 94111.
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.
SOURCE
ECARX Holdings, Inc.
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