Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 14, 2022, COVA Acquisition Corp. ("COVA") held an Extraordinary
General Meeting of shareholders (the "Extraordinary General Meeting") in
connection with the proposed business combination (the "Business Combination")
contemplated by the Agreement and Plan of Merger, dated as of May 26, 2022, by
and among COVA, ECARX Holdings Inc. ("ECARX") and the other parties thereto. The
Business Combination is described in the definitive proxy statement filed by
COVA with the U.S. Securities and Exchange Commission (the "SEC") on November
18, 2022 (the "Proxy Statement") and incorporated herein by reference.
Present at the Extraordinary General Meeting were holders of 28,040,621 ordinary
shares, par value $0.0001 per share, of COVA ("Ordinary Shares"), in person or
by proxy, representing approximately 75% of the voting power of the Ordinary
Shares as of November 8, 2022, the record date for the Extraordinary General
Meeting (the "Record Date"), and constituting a quorum for the transaction of
business. As of the Record Date, there were 37,500,000 Ordinary Shares issued
and outstanding.
At the Extraordinary General Meeting, COVA's shareholders voted on and approved
the proposals below, in each case as defined and described in greater detail in
the Proxy Statement.
The approval of the Business Combination Proposal (as defined in the Proxy
Statement) required an ordinary resolution under Cayman Islands law, being the
affirmative vote of the holders of a majority of the issued and outstanding
Ordinary Shares entitled to vote, who attend, in person or by proxy, and vote
thereupon at the Extraordinary General Meeting. The approval of the Merger
Proposal (as defined in the Proxy Statement) required a special resolution under
Cayman Islands law, being the affirmative vote of the holders of at least
two-thirds of the issued and outstanding Ordinary Shares entitled to vote, who
attend, in person or by proxy, and vote thereupon at the Extraordinary General
Meeting.
Set forth below are the final voting results for each of the proposals:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the
Ordinary Shares were as follows:
For Against Abstain
26,392,980 1,645,791 1,850
Merger Proposal
The Merger Proposal was approved. The voting results of the Ordinary Shares were
as follows:
For Against Abstain
26,366,467 1,645,791 28,363
Adjournment Proposal
The Adjournment Proposal was not presented at the Extraordinary General Meeting,
as each of the other proposals received a sufficient number of votes for
approval.
Item 8.01. Other Events.
29,379,643 Ordinary Shares were redeemed in connection with the Extraordinary
General Meeting.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, 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, and also contains certain financial forecasts and projections.
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 are risks and uncertainties described in the proxy
statement/prospectus on Form F-4 relating to the proposed transaction 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, such as 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, 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 included under the heading "Risk Factors" in the
registration statement on Form F-4 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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