LIVBU LIV Capital Acquisition Corporation II

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 20, 2023

 

LIV CAPITAL ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41269		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Torre Virreyes Pedregal No. 24, Piso 6-601 Col. Molino del Rey Mexico, CDMX		11040
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: +52 55 1100 2470

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and three-quarters of One Redeemable Warrant		LIVBU		The Nasdaq Stock Market LLC
Class A Ordinary Share, par value $0.0001 per share		LIVB		The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50		LIVBW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 1.02. Termination of a Material Definitive Agreement.

 

As previously announced, on April 7, 2023, LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub” and together with Covalto, the “Covalto Parties”), entered into the Second Amendment to Business Combination Agreement (the “Second BCA Amendment”) to amend the previously announced Business Combination Agreement dated August 17, 2022, as previously amended by the First Amendment to Business Combination Agreement dated September 16, 2022, by and among LIVB, Covalto and Merger Sub (the “Original BCA” and, as amended by the Second BCA Amendment, the “BCA”). LIVB and Covalto Parties are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to them in the BCA.

 

Termination of Business Combination Agreement

 

On November 20, 2023, the Parties entered into a Mutual Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which LIVB and Covalto each mutually agreed to terminate the BCA effective immediately.

 

Pursuant to the Termination Agreement, Covalto agreed to deliver the Termination Fee (as defined in the BCA) to LIVB, calculated in accordance with Section 10.3(a)(ii)(2) (Termination Fee) of the BCA, deliverable and payable on the terms and subject to the conditions set forth therein. The Termination Agreement provides that the Parties have agreed that such subsection of the BCA is amended to provide that the Termination Fee shall consist of a fixed number of Series B-2 Preference Shares of Covalto, to be delivered by Covalto per LIVB’s instructions no later than December 22, 2023, and reimbursement to LIVB of US$1.5 million in expenses (against one or more valid invoices), by wire transfer of immediately available funds, where such cash is payable upon the earlier of (x) the time of Covalto’s next bona fide equity financing of, or bona fide equity financings aggregating, at least $20,000,000 in gross proceeds, subject to certain exceptions, and (y) one year following the date of the Termination Agreement.

 

Item 7.01. Regulation FD Disclosure.

 

On November 20, 2023, LIVB issued a press release announcing that it has entered into a mutual termination agreement with respect to its pending business combination and that it will redeem all of its outstanding Class A ordinary shares, effective as of December 8, 2023. Because of the termination of its pending business combination, the Board of Directors has determined that it is in the best interests of the shareholders to liquidate and redeem all of the Class A ordinary shares. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of LIVB. For example, statements about the payment of the termination fees, the expectation that LIVB will cease all of its operations, the anticipated date upon which the shares will cease trading and be deemed cancelled, and the expected timing of the completion of the redemption are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by LIVB, are inherently uncertain.

 

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, LIVB does not undertake any duty to update these forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.			Description
99.1			Press Release, dated November 20, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 20, 2023

 

	LIV CAPITAL ACQUISITION CORP. II
	By:	/s/ Alexander R. Rossi
	Name:	Alexander R. Rossi
	Title:	Chief Executive Officer and Chairman

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

LIV Capital Acquisition Corp. II Announces Redemption of Class A Ordinary Shares

 

New York – November 20, 2023 – LIV Capital Acquisition Corp. II (the “Company”) today announced that it has entered into a mutual termination agreement with respect to its pending business combination and that it will redeem all of its outstanding Class A ordinary shares (the “Class A Shares”), effective as of December 8, 2023. Because of the termination of its pending business combination, the Board of Directors has determined that it is in the best interests of the shareholders to liquidate and redeem all of the Class A Shares.

 

As stated in the Company’s Amended and Restated Memorandum and Articles of Association, if the Company does not consummate an initial business combination within 24 months of the closing of the Company’s initial public offering (or February 10, 2024), or such earlier date as determined by the Board of Directors, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”) held with Continental Stock Transfer & Trust Company (“Continental”), including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Class A Shares, which redemption will completely extinguish the rights of the holders of Class A Shares (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

Net of taxes and dissolution expenses, the per-share redemption price for the Class A Shares is expected to be approximately $10.98 (the “Redemption Amount”).

 

The Company anticipates that the Class A Shares will cease trading as of the close of business on December 7, 2023. As of December 8, 2023, the Class A Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. After December 8, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s initial shareholders waived their redemption rights with respect to the outstanding Class B ordinary shares issued prior to the Company’s initial public offering.

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental to take all necessary actions to liquidate the Trust Account. Registered holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account upon presentation of their respective share or unit certificates or other delivery of their shares or units to Continental, the Company’s transfer agent. Beneficial owners of Class A Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The redemption of the Class A Shares is expected to be completed within ten business days after December 8, 2023.

 

The Company expects that The Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

About LIV Capital Acquisition Corp. II

 

LIV Capital Acquisition Corp. II was formed for the purpose of effecting a merger, share exchange, asset acquisition, share repurchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

 

Cautionary Statement Concerning Forward-Looking Statements

 

Certain statements in this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of the Company. For example, statements about the expectation that the Company will cease all of its operations, the anticipated date upon which the shares will cease trading and be deemed cancelled, and the expected timing of the completion of the redemption are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain.

 

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

 

Investor Contact

 

For more information, please contact Alexander Rossi at spac@livcapital.mx.

 

 

v3.23.3

Cover	Nov. 20, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2023
Entity File Number	001-41269
Entity Registrant Name	LIV CAPITAL ACQUISITION CORP. II
Entity Central Index Key	0001875257
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Torre Virreyes
Entity Address, Address Line Two	Pedregal No. 24
Entity Address, Address Line Three	Piso 6-601
Entity Address, City or Town	CDMX
Entity Address, Country	MX
Entity Address, Postal Zip Code	11040
Country Region	52
City Area Code	55
Local Phone Number	1100 2470
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
[custom:EntityAddressAddressLine4]	Col. Molino del Rey
Units, each consisting of one Class A Ordinary Share and three-quarters of One Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and three-quarters of One Redeemable Warrant
Trading Symbol	LIVBU
Security Exchange Name	NASDAQ
Class A Ordinary Share, par value $0.0001 per share
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	LIVB
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	LIVBW
Security Exchange Name	NASDAQ

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