LIV Capital Acquisition Sponsor II, L.P. - Aug 16, 2022 Form 4 Insider Report for LIV Capital Acquisition Corp. II (LIVB)

Role: 10%+ Owner
Signature: /s/ Mariana Romero, as attorney-in-fact for LIV Capital Acquisition Sponsor II, L.P.
Stock symbol: LIVB
Transactions as of: Aug 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/18/2022, 08:01 PM
Previous filing: Feb 17, 2022

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 B Ordinary Shares	Other		-1.93M	-67.39%		933K	Aug 16, 2022	Class A Ordinary Shares	1.93M		Direct	F1, F2, F3
transaction	LIVB	Class B Ordinary Shares	Other		+1.93M	+206.67%		2.86M	Aug 16, 2022	Class A Ordinary Shares	1.93M		Direct	F1, 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 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.