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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.
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.
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