4//SEC Filing
LIV Capital Acquisition Sponsor II, L.P. 4
Accession 0000950103-22-014210
CIK 0001875257other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 8:01 PM ET
Size
12.4 KB
Accession
0000950103-22-014210
Insider Transaction Report
Form 4
Transactions
- Other
Class B Ordinary Shares
2022-08-16−1,929,083→ 933,417 total→ Class A Ordinary Shares (1,929,083 underlying) - Other
Class B Ordinary Shares
2022-08-16+1,929,083→ 2,862,500 total→ Class A Ordinary Shares (1,929,083 underlying)
Footnotes (3)
- [F1]On August 17, 2022, LIV Capital Acquisition Corp. II (the "Issuer"), Covalto Ltd. ("Covalto") and Covalto Merger Sub Ltd. entered into a Business Combination Agreement (the "Agreement"). In connection with, and prior to, the execution of the Agreement, LIV Capital Acquisition Sponsor II, L.P. (the "Sponsor") granted to certain individuals Class S Units representing a right to receive Class B Ordinary Shares and Class W Units representing a right to receive warrants representing the right to purchase ordinary shares ("Warrants").
- [F2]In connection with the execution of the Agreement, the Issuer, the Sponsor and certain limited partners entered into a redemption agreement on August 16, 2022 (the "Redemption Agreement"). Pursuant to the Redemption Agreement, prior to the execution of the Agreement, the Sponsor withdrew each (i) Class S Units in exchange for Class B Ordinary Shares and (ii) Class W Units in exchange for Warrants (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share and Warrant received in connection with the Withdrawal in exchange for promissory notes (the "Promissory Notes").
- [F3]In connection with the execution of the Agreement, Issuer, the Sponsor, Covalto and certain limited partners entered into a contribution agreement on August 17, 2022 (the "Contribution Agreement"). Pursuant to the Contribution Agreement, following the closing of the transactions set forth in the Agreement (the "Closing"), the individuals holding Promissory Notes contributed the Promissory Notes to Covalto as full and adequate consideration for Class A Ordinary Shares and Warrants. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and Warrants and the Promissory Notes will be cancelled.
Documents
Issuer
LIV Capital Acquisition Corp. II
CIK 0001875257
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001904071
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 8:01 PM ET
- Size
- 12.4 KB