Announcement • Dec 19
LIV Capital Acquisition Corp. II Files Form 15 LIV Capital Acquisition Corp. II has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Class A Ordinary Shares, par value $0.0001 per share; Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share; units, each consisting of one Class A Ordinary Share and three-quarters of one redeemable warrant under the Securities Exchange Act of 1934, as amended. Announcement • Dec 08
LIV Capital Acquisition Corp. II(NasdaqGM:LIVB) dropped from NASDAQ Composite Index LIV Capital Acquisition Corp. II has been dropped from NASDAQ Composite Index (^COMP) . Announcement • Nov 21
Covalto Ltd. cancelled the acquisition of LIV Capital Acquisition Corp. II (NasdaqGM:LIVB) from LIV Capital Acquisition Sponsor II, L.P and others in a reverse merger transaction. Covalto Ltd. entered into a business combination agreement to acquire LIV Capital Acquisition Corp. II (NasdaqGM:LIVB) from LIV Capital Acquisition Sponsor II, L.P and others in a reverse merger transaction on August 17, 2022. The deal values Covalto at an implied $547 million pro-forma enterprise value. Existing Covalto shareholders will roll 100% of their equity in the transaction and are expected to own over 72% upon closing of the deal (assuming no redemptions). Covalto shareholders have the potential to receive an earnout of additional 2.5 million shares of common stock of the combined company if certain stock price targets are met as set forth in the definitive business combination agreement. This transaction will be accompanied by a committed financing of $60 million, $30 million of which has previously been funded and $30 million of which will be funded by LIV Capital following this announcement. Upon closing of the transaction, LIVB will be renamed Covalto and remain listed on Nasdaq under the new ticker symbol “CVTO,” marking the first time shares of a Mexican fintech will publicly trade on a U.S. stock exchange. The parties have agreed that Covalto shall take all such action within its power as may be necessary or appropriate such that the board of directors of New Covalto as of immediately following the Closing consists of five (5) directors, of whom (a) two (2) individuals will be designated by Covalto, who shall initially be David Poritz and Allan Apoj, (b) one (1) individual, who shall be independent, and designated by LIV Capital Acquisition Sponsor II, L.P., who shall initially be Humberto Zesati, and (c) two (2) directors who will be independent, who shall be selected and elected by Covalto prior to its Pre-Closing Capital Restructuring; provided that Covalto shall consult with LIVB prior to the selection of such directors. Covalto shall pay a termination fee of either (1) $5.5 million in cash or 1,125,251 Covalto shares, of the most senior class of preference shares of Covalto then outstanding.
The transaction is subject to the following regulatory approvals: (i) the Mexican Anti-Trust Federal Agency; and (ii) approval from the Mexican Securities and Banking Commission (“CNBV”) with respect to ultimate beneficial owners and the new indirect shareholders with an ownership interest greater than 5% after Closing, the New Covalto Class A Ordinary Shares shall have been listed or been approved for listing on Nasdaq, the approval of the shareholders of LIVB and Covalto, the registration statement on Form F-4 shall have become effective, SEC review and satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of Covalto and LIVB. The transaction is expected to close in the first quarter of 2023. The proceeds will enable the company to continue its growth trajectory, expand its product suite and identify M&A opportunities in Mexico and Latin America, as well as pay transaction expenses.
Todd Crider of Simpson Thacher & Bartlett LLP and Leonard Kreynin, Kara L. Mungovan, Adam Kaminsky, Pritesh P. Shah and Derek Dostal of Davis Polk & Wardwell LLP are acting as legal advisors to Covalto and LIVB, respectively. EarlyBirdCapital, Inc. is acting as exclusive financial and capital market advisor to LIVB. D.F. King & Co., Inc. acted as proxy solicitor. Continental Stock Transfer & Trust Company acted as transfer agent.
Covalto Ltd. cancelled the acquisition of LIV Capital Acquisition Corp. II (NasdaqGM:LIVB) from LIV Capital Acquisition Sponsor II, L.P and others in a reverse merger transaction on November 20, 2023. Pursuant to the Termination Agreement, Covalto agreed to deliver the Termination Fee. 
