Miguel Angel Davila - 16 Aug 2022 Form 4 Insider Report for LIV Capital Acquisition Corp. II

Role: Director
Signature: /s/ Mariana Romero, as attorney-in-fact for Miguel Angel Davila
Issuer symbol: N/A
Transactions as of: 16 Aug 2022
Net transactions value: $0
Form type: 4
Filing time: 18 Aug 2022, 20:00:52 UTC
Previous filing: 08 Feb 2022
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LIVB	Class S Unit	Other		+496,918			496,918	16 Aug 2022	Class B Ordinary Shares	496,918		Direct	F1
transaction	LIVB	Class W Unit	Other		+1,268,997			1,268,997	16 Aug 2022	Warrants (right to buy)	1,268,997		Direct	F1
transaction	LIVB	Class S Unit	Conversion of derivative security		-496,918	-100%		0	16 Aug 2022	Class B Ordinary Shares	496,918		Direct	F2
transaction	LIVB	Class W Unit	Conversion of derivative security		-1,268,997	-100%		0	16 Aug 2022	Warrants (right to buy)	1,268,997		Direct	F2
transaction	LIVB	Class B Ordinary Shares	Conversion of derivative security		+496,918			496,918	16 Aug 2022	Class A Ordinary Shares	496,918		Direct	F2
transaction	LIVB	Class B Ordinary Shares	Other		-496,918	-100%		0	16 Aug 2022	Class A Ordinary Shares	496,918		Direct	F2
transaction	LIVB	Warrants (right to buy)	Conversion of derivative security		+1,268,997			1,268,997	16 Aug 2022	Warrants (right to buy)	1,268,997		Direct	F2
transaction	LIVB	Warrants (right to buy)	Other		-1,268,997	-100%		0	16 Aug 2022	Warrants (right to buy)	1,268,997		Direct	F2
transaction	LIVB	Promissory Note (right to acquire)	Other		+496,918			496,918	16 Aug 2022	Class A Ordinary Shares	496,918		Direct	F2, F3
transaction	LIVB	Promissory Note (right to acquire)	Other		+1,268,997			1,268,997	16 Aug 2022	Warrants (right to buy)	1,268,997		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 and Class W Units representing a right to receive private warrants representing the right to purchase ordinary shares ("Warrants").
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 (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 $15,015.12 (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 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.