Humberto Zesati - 06 Dec 2021 Form 4 Insider Report for LIV Capital Acquisition Corp. II

Role
Director
Signature
/s/ Mariana Romero, as attorney-in-fact for Humberto Zesati
Issuer symbol
N/A
Transactions as of
06 Dec 2021
Net transactions value
$0
Form type
4
Filing time
18 Aug 2022, 20:02:04 UTC
Previous filing
28 Jun 2021
Next 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 Purchase +200,000 200,000 06 Dec 2021 Class B Ordinary Shares 200,000 Direct F1
transaction LIVB Class W Unit Purchase +200,000 200,000 06 Dec 2021 Warrants (right to buy) 200,000 Direct F1
transaction LIVB Class S Unit Other +549,915 549,915 16 Aug 2022 Class B Ordinary Shares 549,915 Direct F2
transaction LIVB Class W Unit Other +1,404,336 1,404,336 16 Aug 2022 Warrants (right to buy) 1,404,336 Direct F2
transaction LIVB Class S Unit Conversion of derivative security -200,000 -100% 0 16 Aug 2022 Class B Ordinary Shares 200,000 Direct F3
transaction LIVB Class W Unit Conversion of derivative security -200,000 -100% 0 16 Aug 2022 Warrants (right to buy) 200,000 Direct F3
transaction LIVB Class S Unit Conversion of derivative security -549,915 -100% 0 16 Aug 2022 Class B Ordinary Shares 549,915 Direct F3
transaction LIVB Class W Unit Conversion of derivative security -1,404,336 -100% 0 16 Aug 2022 Warrants (right to buy) 1,404,336 Direct F3
transaction LIVB Class B Ordinary Shares Conversion of derivative security +200,000 200,000 16 Aug 2022 Class A Ordinary Shares 200,000 Direct F3
transaction LIVB Class B Ordinary Shares Other -200,000 -100% 0 16 Aug 2022 Class A Ordinary Shares 200,000 Direct F3
transaction LIVB Class B Ordinary Shares Conversion of derivative security +549,915 549,915 16 Aug 2022 Class A Ordinary Shares 549,915 Direct F3
transaction LIVB Class B Ordinary Shares Other -549,915 -100% 0 16 Aug 2022 Class A Ordinary Shares 549,915 Direct F3
transaction LIVB Warrants (right to buy) Conversion of derivative security +200,000 200,000 16 Aug 2022 Warrants (right to buy) 200,000 Direct F3
transaction LIVB Warrants (right to buy) Other -200,000 -100% 0 16 Aug 2022 Warrants (right to buy) 200,000 Direct F3
transaction LIVB Warrants (right to buy) Conversion of derivative security +1,404,336 1,404,336 16 Aug 2022 Warrants (right to buy) 1,404,336 Direct F3
transaction LIVB Warrants (right to buy) Other -1,404,336 -100% 0 16 Aug 2022 Warrants (right to buy) 1,404,336 Direct F3
transaction LIVB Promissory Note (right to acquire) Other +749,915 749,915 16 Aug 2022 Class A Ordinary Shares 749,915 Direct F3, F4
transaction LIVB Promissory Note (right to acquire) Other +1,604,336 1,604,336 16 Aug 2022 Warrants (right to buy) 1,604,336 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.