4//SEC Filing
Arroyo Jose Antonio Solano 4
Accession 0000950103-22-014218
CIK 0001875257other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 8:04 PM ET
Size
16.0 KB
Accession
0000950103-22-014218
Insider Transaction Report
Form 4
Arroyo Jose Antonio Solano
Director
Transactions
- Conversion
Class B Ordinary Shares
2022-08-16+20,000→ 20,000 total→ Class A Ordinary Shares (20,000 underlying) - Other
Class S Unit
2022-08-16+20,000→ 20,000 total→ Class B Ordinary Shares (20,000 underlying) - Conversion
Class S Unit
2022-08-16−20,000→ 0 total→ Class B Ordinary Shares (20,000 underlying) - Other
Class B Ordinary Shares
2022-08-16−20,000→ 0 total→ Class A Ordinary Shares (20,000 underlying) - Other
Promissory Note (right to acquire)
2022-08-16+20,000→ 20,000 total→ Class A Ordinary Shares (20,000 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 the Reporting Person Class S Units representing a right to receive Class B Ordinary Shares.
- [F2]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 Class S Units in exchange for Class B Ordinary Shares (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share in exchange for a promissory note in the amount of $174.67 (the "Promissory Note").
- [F3]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. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and the Promissory Note will be cancelled.
Documents
Issuer
LIV Capital Acquisition Corp. II
CIK 0001875257
Entity typeother
Related Parties
1- filerCIK 0001795877
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 8:04 PM ET
- Size
- 16.0 KB