Humberto Zesati - Dec 6, 2021 Form 4 Insider Report for LIV Capital Acquisition Corp. II (LIVB)

Role
Director
Signature
/s/ Mariana Romero, as attorney-in-fact for Humberto Zesati
Stock symbol
LIVB
Transactions as of
Dec 6, 2021
Transactions value $
$0
Form type
4
Date filed
8/18/2022, 08:02 PM
Previous filing
Jun 28, 2021
Next filing
Feb 8, 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 S Unit Purchase +200K 200K Dec 6, 2021 Class B Ordinary Shares 200K Direct F1
transaction LIVB Class W Unit Purchase +200K 200K Dec 6, 2021 Warrants (right to buy) 200K Direct F1
transaction LIVB Class S Unit Other +550K 550K Aug 16, 2022 Class B Ordinary Shares 550K Direct F2
transaction LIVB Class W Unit Other +1.4M 1.4M Aug 16, 2022 Warrants (right to buy) 1.4M Direct F2
transaction LIVB Class S Unit Conversion of derivative security -200K -100% 0 Aug 16, 2022 Class B Ordinary Shares 200K Direct F3
transaction LIVB Class W Unit Conversion of derivative security -200K -100% 0 Aug 16, 2022 Warrants (right to buy) 200K Direct F3
transaction LIVB Class S Unit Conversion of derivative security -550K -100% 0 Aug 16, 2022 Class B Ordinary Shares 550K Direct F3
transaction LIVB Class W Unit Conversion of derivative security -1.4M -100% 0 Aug 16, 2022 Warrants (right to buy) 1.4M Direct F3
transaction LIVB Class B Ordinary Shares Conversion of derivative security +200K 200K Aug 16, 2022 Class A Ordinary Shares 200K Direct F3
transaction LIVB Class B Ordinary Shares Other -200K -100% 0 Aug 16, 2022 Class A Ordinary Shares 200K Direct F3
transaction LIVB Class B Ordinary Shares Conversion of derivative security +550K 550K Aug 16, 2022 Class A Ordinary Shares 550K Direct F3
transaction LIVB Class B Ordinary Shares Other -550K -100% 0 Aug 16, 2022 Class A Ordinary Shares 550K Direct F3
transaction LIVB Warrants (right to buy) Conversion of derivative security +200K 200K Aug 16, 2022 Warrants (right to buy) 200K Direct F3
transaction LIVB Warrants (right to buy) Other -200K -100% 0 Aug 16, 2022 Warrants (right to buy) 200K Direct F3
transaction LIVB Warrants (right to buy) Conversion of derivative security +1.4M 1.4M Aug 16, 2022 Warrants (right to buy) 1.4M Direct F3
transaction LIVB Warrants (right to buy) Other -1.4M -100% 0 Aug 16, 2022 Warrants (right to buy) 1.4M Direct F3
transaction LIVB Promissory Note (right to acquire) Other +750K 750K Aug 16, 2022 Class A Ordinary Shares 750K Direct F3, F4
transaction LIVB Promissory Note (right to acquire) Other +1.6M 1.6M Aug 16, 2022 Warrants (right to buy) 1.6M Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.