COVA Acquisition Corp.
PROPOSED BUSINESS COMBINATION: ECARX Holdings, Inc.
ENTERPRISE VALUE: $3.522 billion
ANTICIPATED SYMBOL: ECX
COVA Acquisition Corp. proposes to combine with ECARX Holdings, Inc., a global mobility tech company.
- ECARX develops hardware and software solutions that are essential for the development of connected, automated and electrified mobility, which it supplies to the global automotive industry as it rapidly transforms to meet evolving consumer demands.
- Over the last three years, ECARX’s technology has been integrated into more than 3.2 million cars worldwide.
SUBSEQUENT EVENT – 11/14/22 – LINK
- ECARX Holdings, Inc. announced that the Company has entered into an agreement with SPDB International (Hong Kong) Limited and CNCB (Hong Kong) Investment Limited for $65 million of convertible senior notes due 2025.
- The $65 million in convertible notes and previously announced $45 million in additional capital from strategic partners equates to $110 million, expecting to surpass the $100 million minimum available cash condition to close the business combination.
- China International Capital Corporation Hong Kong Securities Limited served as the financial advisor to ECARX leading the $65 million private convertible senior note financing.
- Skadden, Slate, Meagher & Flom LLP served as U.S. legal advisor to ECARX.
TRANSACTION
- Transaction values ECARX at $3.82 billion pro forma equity value, or pre-money equity value of $3.4 billion
- Assumes $300 million cash held in trust by COVA Acquisition Corp. and includes $45 million in additional capital from strategic partners, Geely Holding Group and Luminar, and convertible note holder Lotus Technology
- Proceeds from the transaction will enable ECARX to accelerate its technology development and product roll-out, strategic acquisitions and investments, and international expansion
- Proven track record of success serving 12 OEM brands, including the Geely Auto Group, Lotus, Mercedes-Benz, Proton and smart, and eight Tier 1 automotive suppliers worldwide; ECARX generated $436 million in revenue in 2021
- Strong revenue growth is expected from continuous product development and delivery of full-stack mobility tech solution that will enable enhanced user experiences as global automakers accelerate the launch of new connected cars, underpinned by increasing levels of vehicle intelligence

PROMISSORY NOTE
- Subsequent Event – 11/14/22 – ECARX Holdings, Inc. announced that the Company has entered into an agreement with SPDB International (Hong Kong) Limited and CNCB (Hong Kong) Investment Limited for $65 million of convertible senior notes due 2025.
- The $65 million in convertible notes and previously announced $45 million in additional capital from strategic partners equates to $110 million, expecting to surpass the $100 million minimum available cash condition to close the business combination.
- COVA issued a promissory note in the amount of up to $2,000,000 to the Sponsor.
- The Note bears no interest and is repayable in full upon the earlier to occur of
- (i) the consummation of COVA’s initial business combination and
- (ii) the winding up of COVA.
- The Note also provides that up to $1,000,000 of the Note may be converted into a number of warrants, at a price of $1.00 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Note.
- Such warrants would be identical to the private placement warrants issued to the Sponsor at COVA’s initial public offering.
LOCK-UP
- Company & Sponsor Lock-Up:
- Parties agree not to transfer any Locked-Up Securities held by it for a period of 6 months from and after the Closing.
STRATEGIC INVESTMENT AGREEMENT
- ECARX entered into a strategic investment agreement with Luminar Technologies, Inc.
- Luminar agreed to subscribe for and purchase ECARX Class A Ordinary Shares at $10.00 per share for an aggregate investment amount of $15,000,000, payable in a certain number of shares of Class A common stock, par value $0.0001 per share, of Luminar or, at Luminar’s election, in cash.
- ECARX entered into a strategic investment agreement with Geely Investment Holding Ltd.
- Geely agreed to subscribe for and purchase ECARX Class A Ordinary Shares at $10.00 per share for an aggregate purchase price of $20,000,000.
NOTABLE CONDITIONS TO CLOSING
- Consummation of the transactions contemplated by the Merger Agreement is subject to the aggregate amount payable to COVA shareholders exercising their redemption rights, in the aggregate equaling no less than $100,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either COVA or ECARX if the Business Combination is not consummated on or prior to the 300th day after the date of the Merger Agreement.
- Or by either COVA or ECARX if there is a final and non-appealable order issued by a Governmental Authority prohibiting the Business Combination.
ADVISORS
- UBS AG Hong Kong Branch acted as joint financial advisor to ECARX.
- Morgan Stanley Asia Limited acted as joint financial advisor to ECARX.
- Skadden, Arps, Slate, Meagher & Flom acted as international legal counsel to ECARX.
- Cantor Fitzgerald & Co. acted as capital markets advisor to COVA Acquisition Corp.
- Orrick, Herrington & Sutcliffe LLP acted as its legal counsel.
MANAGEMENT & BOARD
Executive Officers
Jun Hong Heng, 39
Chairman, Chief Executive Officer, Chief Financial Officer
Mr. Heng is the Founder of Crescent Cove Advisors, LP (“Crescent Cove”) and has served as the Chief Investment Officer of Crescent Cove since August 2018. Mr. Heng is also the Founder of Crescent Cove Capital Management LLC and has served as its Chief Investment Officer since February 2016. Prior to Crescent Cove Capital Management LLC, Mr. Heng served as Principal of Myriad Asset Management, an investment firm, from August 2011 to January 2015, where he focused on Asian credit and equity, including special situations. From June 2008 to June 2011, he served as Vice President of Argyle Street Management, a spin-off from Goldman Sachs Asian Special Situations Group. Previously, Mr. Heng served as an analyst at Morgan Stanley, where he focused on Asia, and as an analyst at Bear, Stearns & Co., where he served in a multi-disciplinary role across technology, media and telecommunications, mergers and acquisitions, and equity and debt capital markets. Mr. Heng holds a B.B.A. in Finance and Accounting from the Stephen M. Ross School of Business at the University of Michigan.
Karanveer “K.V.” Dhillon, 54
President and Director
Mr. Dhillon currently leads Crescent Cove’s business development, where he has been Managing Director since April 2020. Since April 2007, Mr. Dhillon has served as a Director of Mainstreet Equities, a publicly listed real estate firm. Mr. Dhillon served as full-time Managing Director and head of Guggenheim Capital Management Asia from December 2008, where he was responsible for all business activities in the region, including setting the firm’s strategic direction in Asia and delivering alternative investment solutions to global institutional investors, and Mr. Dhillon continues to provide limited advisory services to Guggenheim. During his tenure at Guggenheim Capital Management Asia, Mr. Dhillon’s investment focus included management of the private equity and special situations portfolio, while leading the firm’s investment efforts into sovereign debt, infrastructure lending and distressed secondary private equity transactions. Previously, Mr. Dhillon was a partner at Thomas Weisel Partners, where he spearheaded the firm’s asset management and research operations in Asia and held a senior role in their domestic equity business. Mr. Dhillon holds a B.A. in Psychology from the University of Calgary and an M.B.A. from Northwestern University.
Board of Directors
Pandu Sjahrir, 41
Director
Mr. Sjahrir has served as a Managing Partner of Indies Capital Partners, a leading alternative asset manager focusing on Southeast Asia, since November 2017. He is also the Founding Partner of AC Ventures, an early-stage technology venture fund. Mr. Sjahrir served as a Managing Director in the Private Equity group at Abraaj Group, a private equity firm, from April 2015 to November 2017. Mr. Sjahrir has served as board member of Go-Jek, a technology company since April 2017, and also serves on the boards of several other Indonesian investment companies, including Agaeti Ventures Partners Limited, East Capital Global Limited and PT Toba Bara Sejahtra Tbk. He currently serves as a Commissioner of the Indonesia Stock Exchange, PT Shopee International Indonesia, PT Toba Bara Energi, PT Batu Hitam Perkasa, PT Garena Indonesia, PT Airpay International Indonesia and PT Elang Mahkota Teknologi Tbk. He has also served as Chairman of SEA Indonesia since April 2017 and as Chairman of the Indonesian Coal Mining Association since September 2015. Previously, Mr. Sjahrir served as a Senior Analyst at MatlinPatterson and at Lehman Brothers. Mr. Sjahrir holds a B.A. in Economics from the University of Chicago, an M.B.A. from Stanford University and an Executive M.B.A. from Tsinghua University.
Alvin W. Sariaatmadja, 37
Director
Mr. Sariaatmadja has served as the Chief Executive Officer of PT Elang Mahkota Teknologi Tbk (“EMTEK”), a leading Indonesian group focused on the technology, media and healthcare sectors, since June 2015. Mr. Sariaatmadja’s passion to digitize EMTEK’s business has led to a far reaching cultural and technological transformation across the group’s different businesses. Since August 2020, Mr. Sariaatmadja has served as Chairman of PT Surya Citra Media Tbk, an Indonesian mass media company. He also served as a director of PT Surya Citra Televisi, a television broadcasting station, from 2009 to 2017 and as director of PT Indosiar Visual Mandiri, an over-the-air television network, from 2011 to 2017. Mr. Sariaatmadja holds a Bachelor of Law and Commerce from the University of New South Wales.
Jack Smith, 31
Director
Mr. Smith is a serial entrepreneur, investor and advisor with a focus on identifying and nurturing early-stage startups. Mr. Smith currently serves as a board member of several startups and non-profits. He has served as a board member of Hustle Con Media, Inc., a media company, since October 2020. He has also served as a board director of the charity Give A Book since August 2020 and as a board director of The Prison Mathematics Project, Inc., a nonprofit organization, since October 2020. In 2011, Mr. Smith co-founded Vungle, a mobile advertising technology company, and he served as Vungle’s President until November 2013. Mr. Smith holds an English degree from King’s College London.
