| Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement
Warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon
the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) were entitled
to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the
IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights
agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up periods with respect to such securities. The company will bear the expenses incurred in connection
with the filing of any such registration statements. Underwriting Agreement The underwriter had a 45-day option from the date
of the IPO to purchase up to an aggregate of 3,915,000 additional Units at the public offering price less the underwriting commissions
to cover over-allotments, if any. On February 9, 2021, the underwriters partially exercised the over-allotment option purchasing
an additional 3,900,000 Units. On February 9, 2021, the underwriters were paid
a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000
in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject
to the terms of the underwriting agreement. Merger Agreement As described above, on May 26, 2022, the Company entered into
the Merger Agreement. Additional details are provided below. Business Combination Pursuant to the Merger Agreement, immediately
prior to the First Effective Time on the Closing Date, (i) the Seventh Amended and Restated Memorandum and Articles of Association
of ECARX (the “Amended Company Articles”) shall be adopted and become effective; (ii) each of the preferred shares of
ECARX that is issued and outstanding immediately prior to such time shall be re-designated and re-classified into one ordinary share of
ECARX (the “Preferred Share Conversion”); (iii) immediately after the Preferred Share Conversion, (x) issued and
outstanding ordinary shares of ECARX (other than the Co-Founder Shares (as defined in the Merger Agreement)) and certain authorized but
unissued ordinary share of ECARX shall each be re-designated into one Class A ordinary shares of ECARX, par value of US$0.000005
per share (“ECARX Class A Ordinary Shares”), where each ECARX Class A Ordinary Share shall entitle its holder to
one (1) vote on all matters subject to vote at general meetings of ECARX, (y) issued and outstanding Co-Founder Shares and certain
authorized but unissued ordinary shares shall each be re-designated as one Class B ordinary shares of ECARX, par value of US$0.000005
per share (“ECARX Class B Ordinary Shares” and collectively with ECARX Class A Ordinary Shares, “ECARX Ordinary
Shares”), where each ECARX Class B Ordinary Share shall entitle its holder to ten (10) votes on all matters subject to
vote at general meetings of ECARX, and (z) certain authorized but unissued ordinary shares of ECARX shall each be re-designated as
shares of par value of US$0.000005 each of such class or classes (however designated) as the board of directors of ECARX may determine
in accordance with the Amended Company Articles (actions set forth in clause (iii) are referred to as the “Re-designation”);
and (iv) each authorized issued and unissued ECARX Ordinary Share immediately prior to the First Effective Time shall be recapitalized
by way of a repurchase in exchange for issuance of such number of ECARX Ordinary Shares equal to the Recapitalization Factor (as defined
below) as described further in the Merger Agreement. Actions set forth in clauses (i) through (iv) above are collectively referred
to as the “Capital Restructuring.” The “Recapitalization Factor” is a number determined by dividing the Price
per Share by $10.00. “Price per Share” is defined in the Merger Agreement as the amount equal to $3,400,000,000 divided by
such amount equal to (a) the aggregate number of ECARX shares (i) that are issued and outstanding immediately prior to the Re-designation
and (ii) that are issuable upon the exercise of all ECARX options and other equity securities of ECARX that are issued and outstanding
immediately prior to the Re-designation (whether or not then vested or exercisable, as applicable), minus In addition, pursuant to the Merger Agreement,
at the First Effective Time: (i) each of the Company’s units (“Units”) (each consisting of one of the Company’s
Public Share (as defined below) and half of one of the Company’s public warrant (the “Public Warrants”)) issued and
outstanding immediately prior to the First Effective Time shall be automatically separated and the holder thereof shall be deemed to hold
one Public Share and one-half of one Public Warrant; provided, that, no fractional Public Warrants shall be issued in connection with
such separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such separation, the
number of Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Public
Warrants and no cash will be paid in lieu of such fractional Public Warrants; (ii) immediately following the separation of each Unit,
each Class A ordinary share, par value $0.0001 per share, of the Company (“Public Shares”) and each Class B ordinary
share, par value $0.0001 per share, of the Company (“Founder Shares” collectively with Public Shares, “COVA Shares”)
(excluding Public Shares that are held by the Company’s shareholders that validly exercise their redemption rights, COVA Shares
that are held by the Company’s shareholders that exercise and perfect their relevant dissenters’ rights and the Company’s
treasury shares) issued and outstanding immediately prior to the First Effective Time shall be cancelled and cease to exist and each holder
thereof shall be entitled to receive one newly issued ECARX Class A Ordinary Share; and (iii) each whole warrant of the Company’s
outstanding immediately prior to the First Effective Time shall cease to be a warrant with respect to Public Shares and be assumed by
ECARX and converted into a warrant to purchase one ECARX Class A Ordinary Share (“ECARX Warrants”), subject to substantially
the same terms and conditions prior to the First Effective Time. Pursuant to the Merger Agreement, (i) each
ordinary share, par value US$0.000005 per share, of Merger Sub 1 that is issued and outstanding immediately prior to the First Effective
Time shall continue existing and constitute the only issued and outstanding share capital of Surviving Entity 1, (ii) each ordinary
share of Surviving Entity 1 that is issued and outstanding immediately prior to the Second Effective Time will be automatically cancelled
and cease to exist without any payment therefor, and (iii) each ordinary share, par value US$0.000005 per share, of Merger Sub 2
issued and outstanding immediately prior to the Second Effective Time shall remain outstanding and continue existing and constitute the
only issued and outstanding share capital of Surviving Entity 2 and shall not be affected by the Second Merger. Covenants The Merger Agreement includes customary covenants
of the parties with respect to operation of their respective businesses prior to consummation of the Proposed Business Combination and
efforts to satisfy conditions to the consummation of the Proposed Business Combination. The Merger Agreement also contains additional
covenants of the parties, including, among others, (i) a covenant providing for COVA and ECARX to cooperate in the preparation of
the Registration Statement on Form F-4 required to be prepared and filed with the SEC in connection with the Mergers, (ii) covenants
requiring COVA to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of the
COVA shareholders as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under
the Securities Act of 1933, as amended (the “Securities Act”), (iii) covenants requiring ECARX to establish a record
date for, duly call and give notice of, convene and hold an extraordinary general meeting of the ECARX shareholders as promptly as practicable
following the date that the Registration Statement is declared effective by the SEC under the Securities Act, and (iv) covenants
prohibiting COVA and ECARX from, among other things, soliciting or negotiating with third parties regarding alternative transactions and
agreeing to certain related restrictions and ceasing discussions regarding alternative transactions. Conditions to the Consummation of the Transaction Consummation of the transactions contemplated
by the Merger Agreement is subject to customary closing conditions, including approval of the Proposed Business Combination by the shareholders
of COVA and ECARX. The Merger Agreement also contains other conditions, including, among others: (i) the accuracy of representations
and warranties to various standards, from no materiality qualifier to a material adverse effect qualifier, (ii) the bringdown to
Closing of a representation that no material adverse effect has occurred (both for COVA and ECARX); (iii) material compliance with
pre-closing covenants, (iv) the delivery of customary closing certificates, (v) the absence of a legal prohibition on consummating
the Transactions, (vi) ECARX’s listing application with Nasdaq being approved, (vii) COVA having at least $5,000,001
of net tangible assets remaining after taking into account redemptions by COVA shareholders; and (viii) (a) all amounts in the
trust account established for the purpose of holding the net proceeds of COVA’s initial public offering as of immediately prior
to the Closing, plus plus minus Termination The Merger Agreement may be terminated under
customary and limited circumstances prior to the closing of the Proposed Business Combination, including, but not limited to: (i) by
mutual written consent of COVA and ECARX, (ii) by either COVA or ECARX if the Proposed Business Combination is not consummated
on or prior to the 300 th Other Agreements Strategic Investment Agreements Concurrently with the execution of the Merger
Agreement, ECARX entered into a strategic investment agreement with Luminar Technologies, Inc. (“Luminar”), pursuant
to which 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. Concurrently with the execution of the Merger Agreement, ECARX entered into a strategic investment agreement with Geely
Investment Holding Ltd. (“Geely”), pursuant to which 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 (together with the strategic investment by Luminar, the “Strategic
Investments”). Pursuant the Strategic Investment Agreements, the obligations of the parties to consummate the Strategic Investments
are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others,
(i) all conditions precedent under the Merger Agreement having been satisfied or waived (other than those to be satisfied at the closing
of the Proposed Business Combination) and the Proposed Business Combination having been consummated, (ii) the accuracy of representations
and warranties in all material respects and (iii) material compliance with covenants. Sponsor Support Agreement Concurrently with the execution of the Merger
Agreement, the Company, the Sponsor and ECARX entered into the Sponsor Support Agreement and Deed, pursuant to which Sponsor has agreed,
among other things and subject to the terms and conditions set forth therein: (a) in connection with the Closing, to surrender to
COVA such number of Founder Shares equal to the quotient obtained by dividing the aggregate amount payable with respect to all redeeming
COVA Shares by $10.00, without consideration therefor, in the event that the amounts in the Trust Account immediately prior to the Closing
(after deducting the SPAC Shareholder Redemption Amount) is less than $210 million, provided that the number of Founder Shares so surrendered
shall not exceed 30% of the aggregate number of Founder Shares held by Sponsor as of immediately prior to the consummation of the Mergers
(b) to vote in favor of the transactions contemplated in the Merger Agreement and the other Transaction Proposals, (c) to waive
the anti-dilution rights it held in respect of the Founder Shares under the Amended and Restated Memorandum and Articles of Association
of COVA, (d) to appear at the extraordinary general meeting for purposes of constituting a quorum, (e) to vote against any proposals
that would materially impede the transactions contemplated in the Merger Agreement and the other Transaction Proposals, (f) not to
redeem any COVA Shares held by Sponsor, (g) not to amend that certain letter agreement between COVA, Sponsor and certain other parties
thereto, dated as of February 4, 2021, (h) not to transfer any COVA Shares held by Sponsor, subject to certain exceptions, (i) to
unconditionally and irrevocably waive the dissenters’ rights pursuant to the Cayman Act in respect to all COVA Shares held by Sponsor
with respect to the First Merger, to the extent applicable, and (j) for a period after the Closing specified therein, not to transfer
ECARX Ordinary Shares, ECARX Warrants, and ECARX Class A Ordinary Shares received upon the exercise of any ECARX Warrants, if any,
subject to certain exceptions. ECARX Shareholder Support Agreement Concurrently with the execution of the Merger
Agreement, COVA, ECARX and certain of the shareholders of ECARX entered into the ECARX Shareholder Support Agreement and Deed, pursuant
to which certain shareholders holding sufficient number, type and classes of the issued and outstanding ECARX Shares to approve the transactions
contemplated by the Merger Agreement have agreed, among other things: (a) to vote in favor of the transactions contemplated by the
Merger Agreement, (b) to appear at the ECARX shareholders’ meeting in person or by proxy for purposes of counting towards a
quorum, (c) to vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions
contemplated by the Merger Agreement, (d) not to transfer any ECARX shares held by such shareholder, subject to certain exceptions,
and (e) for a period after the Closing specified therein, not to transfer certain ECARX shares held by such shareholder, if any,
subject to certain exceptions. Registration Rights Agreement The Merger Agreement contemplates that, at the
Closing, ECARX, COVA, Sponsor and certain shareholders of ECARX will enter into a registration rights agreement, to be effective as of
the Closing, pursuant to which, among other things, ECARX will agree to undertake certain resale shelf registration obligations in accordance
with the Securities Act and Sponsor and certain shareholders of ECARX will be granted customary demand and piggyback registration rights. Assignment, Assumption and Amendment Agreement At the Closing, COVA, ECARX and Continental Stock
Transfer & Trust Company (“Continental”) will enter into the Assignment, Assumption and Amendment Agreement pursuant
to which, among other things, COVA will assign all of its rights, interests and obligations in its existing warrant agreement with Continental
(the “Warrant Agreement”) to ECARX, and the Warrant Agreement will be amended to change all references to COVA to ECARX and
so that each warrant will represent the right to receive one whole ECARX Class A Ordinary Share. |
