Exhibit 10.5


 


THIS PROMISSORY NOTE (this “NOTE”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE





	 	 	 
	Principal Amount: $2,000,000	 	Dated as of May 26, 2022
	 	 	San Francisco, California


 


COVA Acquisition Corp., a Cayman Islands exempted company (“Maker”),
promises to pay to the order of COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or
successors in interest (“Payee”), or order, the principal sum of Two Million Dollars ($2,000,000) or such lesser amount
as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful
money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by wire transfer
of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written
notice in accordance with the provisions of this Note.


 


1.
Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) the date on which
Maker consummates an initial business combination (the “Business Combination”) and (ii) the date that the winding
up of Maker is effective (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time
by Maker, at its election and without premium or penalty. Under no circumstances shall any individual, including but not limited to any
officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2.
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Two Million Dollars ($2,000,000)
in drawdowns under this Note to be used for Maker’s working capital needs. Principal of this Note may be drawn down from time to
time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each
Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount
of drawdowns collectively under this Note may not exceed Two Million Dollars ($2,000,000). No fees, payments or other amounts shall be
due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


3.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


4. Optional Conversion.


 


(a) Upon consummation of the Business Combination and at Payee’s
option, Payee may elect, by written notice to Maker, to convert up to One Million Dollars ($1,000,000) of this Note into that number of
warrants (the “Conversion Warrants”) to purchase a number of Class A ordinary shares, par value $0.0001 per share,
of Maker equal to: (i) the portion of the principal amount of this Note being converted pursuant to this Section 4, divided
by (ii) $1.00. The Conversion Warrants shall be identical to the warrants issued by Maker to Payee in a private placement upon the
consummation of Maker’s initial public offering (the “IPO”). The Conversion Warrants and their underlying securities,
and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in
connection with a combination of shares recapitalization, amalgamation, consolidation or reorganization, shall be entitled to registration
rights on the same terms as the registration rights with respect to the private placement warrants set forth in that certain Registration
and Shareholder Rights Agreement, dated as of February 4, 2021, by and between Maker and Payee.


 






    


     


    

 


(b) Upon any complete or partial conversion of the principal amount
of this Note (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and
satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate
against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal
amount that remains outstanding, if any, after giving effect to any such conversion and (iv) in exchange for all or any portion of
the surrendered Note described in Section 4(a), Maker shall, at the direction of Payee, deliver to Payee (or its members or their
respective affiliates) (Payee or such other persons, the “Holders”) the Conversion Warrants, which shall bear such
legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and
federal securities laws.


 


(c) The Holders shall pay any and all issue and other taxes that
may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided,
however, that Payee shall pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such
conversion.


 


(d) The Conversion Warrants shall not be issued upon conversion
of this Note unless such issuance and such conversion comply with all applicable provisions of law.


 


5.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of
any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal balance of this Note.


 


6.
Events of Default. The following shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.


 


(b) Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by
it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or
the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of
any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


7. Remedies.


 


(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof,
Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this
Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the
contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default specified in Sections
6(b) or 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.


 






    


     


    

 


8.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by Payee.


 


9.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


10.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: in writing and
delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other
address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address
most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or
other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


11.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.


 


12.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


13.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”)
established in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Account for any reason whatsoever; provided however that Maker, may, in its sole discretion, repay the principal balance of
this Note out of the proceeds released to Maker from the Trust Account in connection with a Business Combination.


 


14.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of Maker and Payee.


 


15.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by
operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






    


     


    

 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as
of the day and year first above written.





	 	 	 
	 	COVA Acquisition Corp.
	 	 	 
	 	By:	
    /s/ Jun Hong Heng

	 	Name:	 Jun Hong Heng
	 	Title:	Chief Executive Officer


 


Acknowledged and Agreed to


as of the date first written above.


	COVA Acquisition Sponsor LLC	 
	By:	
    /s/ Jun Hong Heng
	 
	Name:	Jun Hong Heng	 
	Title:	Manager and Member