Luis Rodrigo Clemente Gamero - Aug 16, 2022 Form 4 Insider Report for LIV Capital Acquisition Corp. II (LIVB)

Role
Chief Financial Officer
Signature
/s/ Mariana Romero, as attorney-in-fact for Luis Rodrigo Clemente Gamero
Stock symbol
LIVB
Transactions as of
Aug 16, 2022
Transactions value $
$0
Form type
4
Date filed
8/18/2022, 08:04 PM
Previous 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 Other +31K 31K Aug 16, 2022 Class B Ordinary Shares 31K Direct F1
transaction LIVB Class S Unit Conversion of derivative security -31K -100% 0 Aug 16, 2022 Class B Ordinary Shares 31K Direct F2
transaction LIVB Class B Ordinary Shares Conversion of derivative security +31K 31K Aug 16, 2022 Class A Ordinary Shares 31K Direct F2
transaction LIVB Class B Ordinary Shares Other -31K -100% 0 Aug 16, 2022 Class A Ordinary Shares 31K Direct F2
transaction LIVB Promissory Note (right to acquire) Other +31K 31K Aug 16, 2022 Class A Ordinary Shares 31K 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.
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 $270.91 (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.