Zesati Humberto 4

Accession 0000950103-22-014212

CIK 0001875257other

View on SEC.gov Company Profile

Filed

Aug 17, 8:00 PM ET

Accepted

Aug 18, 8:02 PM ET

Size

44.9 KB

Accession

0000950103-22-014212

Insider Transaction Report

Form 4

Period: 2021-12-06

LIV Capital Acquisition Corp. IILIVB

Zesati Humberto

Director

Transactions

Other
Class B Ordinary Shares
2022-08-16−200,000→ 0 total
→ Class A Ordinary Shares (200,000 underlying)
Other
Promissory Note (right to acquire)
2022-08-16+1,604,336→ 1,604,336 total
→ Warrants (right to buy) (1,604,336 underlying)
Other
Warrants (right to buy)
2022-08-16−200,000→ 0 total
→ Warrants (right to buy) (200,000 underlying)
Other
Warrants (right to buy)
2022-08-16−1,404,336→ 0 total
→ Warrants (right to buy) (1,404,336 underlying)
Purchase
Class S Unit
2021-12-06+200,000→ 200,000 total
→ Class B Ordinary Shares (200,000 underlying)
Other
Class S Unit
2022-08-16+549,915→ 549,915 total
→ Class B Ordinary Shares (549,915 underlying)
Conversion
Class S Unit
2022-08-16−549,915→ 0 total
→ Class B Ordinary Shares (549,915 underlying)
Conversion
Class S Unit
2022-08-16−200,000→ 0 total
→ Class B Ordinary Shares (200,000 underlying)
Conversion
Class W Unit
2022-08-16−1,404,336→ 0 total
→ Warrants (right to buy) (1,404,336 underlying)
Conversion
Class B Ordinary Shares
2022-08-16+200,000→ 200,000 total
→ Class A Ordinary Shares (200,000 underlying)
Purchase
Class W Unit
2021-12-06+200,000→ 200,000 total
→ Warrants (right to buy) (200,000 underlying)
Other
Class W Unit
2022-08-16+1,404,336→ 1,404,336 total
→ Warrants (right to buy) (1,404,336 underlying)
Conversion
Class W Unit
2022-08-16−200,000→ 0 total
→ Warrants (right to buy) (200,000 underlying)
Other
Class B Ordinary Shares
2022-08-16−549,915→ 0 total
→ Class A Ordinary Shares (549,915 underlying)
Conversion
Class B Ordinary Shares
2022-08-16+549,915→ 549,915 total
→ Class A Ordinary Shares (549,915 underlying)
Conversion
Warrants (right to buy)
2022-08-16+200,000→ 200,000 total
→ Warrants (right to buy) (200,000 underlying)
Conversion
Warrants (right to buy)
2022-08-16+1,404,336→ 1,404,336 total
→ Warrants (right to buy) (1,404,336 underlying)
Other
Promissory Note (right to acquire)
2022-08-16+749,915→ 749,915 total
→ Class A Ordinary Shares (749,915 underlying)

Footnotes (4)

[F1]The price paid for each Unit (described herein) was $5.00 per unit. Each Unit comprised one Class B Ordinary Share (in the form of a Class S Unit) and one private warrant representing the right to purchase ordinary shares ("Warrants") (in the form of a Class W Unit). The Class S Units and Class W Units did not include an expiration date.
[F2]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 the Reporting Person Class S Units representing a right to receive Class B Ordinary Shares and Class W Units representing a right to receive Warrants.
[F3]In connection with the execution of the Agreement, the Issuer, 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 the Reporting Person's (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 in exchange for a promissory note in the amount of $1,016,616.49 (the "Promissory Note").
[F4]In connection with the execution of the Agreement, Issuer, 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 Reporting Person will contribute the Promissory Note 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 Note will be cancelled.

Documents

1 file

4
dp178806_4-zesati.xmlPrimary
FORM 4

Issuer

LIV Capital Acquisition Corp. II

CIK 0001875257

→

Entity typeother

Related Parties

filerCIK 0001795876

Filing Metadata

Form type: 4
Filed: Aug 17, 8:00 PM ET
Accepted: Aug 18, 8:02 PM ET
Size: 44.9 KB

View on SEC.gov