LIV CAPITAL ACQUISITION CORP. II Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
As a result of the proposed business combination, each issued and outstanding
Class A ordinary share, par value
The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of LIVB and the board of directors of Covalto.
Merger Consideration Covalto Warrants
Subject to the terms and conditions of the Business Combination Agreement, certain existing warrants to purchase ordinary shares of Covalto (each an "Existing Covalto Warrant") shall be converted into ordinary shares of Covalto (the "Existing Covalto Warrant Conversion"), and any other Existing Covalto Warrants shall be exchanged for a warrant to purchase the corresponding number of New Covalto Class A Ordinary Shares, in each case as adjusted to give effect to the proposed business combination.
Preferred Merger Consideration
Subject to the terms and conditions of the Business Combination Agreement, effective immediately prior to the Pre-Closing Capital Restructuring, and pursuant to a conversion direction notice to be executed by the applicable holders of preferred shares of Covalto, each preferred share of Covalto shall convert into one ordinary share of Covalto in accordance with the terms of the Covalto Articles of Association (as defined therein) (such conversion, the "Covalto Preferred Conversion").
Pre-Closing Capital Restructuring
Effective immediately following the Covalto Preferred Conversion and immediately
prior to the LIVB Effective Time (as defined therein) and in accordance with the
required shareholder approval of Covalto: (i) each ordinary share of Covalto
shall be re-designated as a New Covalto Class A Ordinary Share; (ii) each
authorized and unissued preferred share of Covalto shall be cancelled; (iii)
Class B ordinary shares, par value,
Closing True-Up
Concurrently with the LIVB Effective Time, New Covalto shall issue to the holders of New Covalto Class A Ordinary Shares and New Covalto Class B Ordinary Shares (with each receiving its pro rata portion) a number of New Covalto Class A Ordinary Shares and New Covalto Class B Ordinary Shares, respectively (the "Closing True-Up"), such that, upon giving effect to the LIVB Closing Share Consideration (as defined therein), the Covalto Preferred Conversion, Closing True-Up, the Pre-Closing Capital Restructuring, the Existing Covalto Warrant Conversion, the number of New Covalto Class A Ordinary Shares outstanding shall be the Pre-Closing Covalto Share Number (as defined therein).
Covenants of the Parties
Each party has agreed in the Business Combination Agreement, subject to the
terms and conditions therein, to use its reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
reasonably necessary or advisable to consummate and make effective as promptly
as reasonably practicable the proposed business combination contemplated by the
Business Combination Agreement. The Business Combination Agreement also contains
certain customary covenants by Covalto and LIVB during the period between the
signing of the Business Combination Agreement and the closing of the proposed
business combination (the "Closing"), including the conduct of their respective
businesses, provision of information, maintenance of books and records,
notification of certain matters, obtaining governmental consents, terminating
affiliate contracts, as well as certain customary covenants, such as publicity,
some of which may continue after the termination of the Business Combination
Agreement. Each of Covalto and LIVB also agreed not to solicit or enter into
certain alternative competing transactions during the period from the date of
the Business Combination Agreement (the "Signing Date") to the earlier of the
Closing and the termination of the Business Combination Agreement. LIVB also
agreed that it will ensure LIVB remains listed as a public company and that
LIVB's ordinary shares remain listed on the Nasdaq Capital Market (or any
successor stock exchange or inter dealer quotation system operated by the
Directors of New Covalto
The parties have agreed in the Business Combination Agreement 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 Mr.
Closing Conditions
The obligations of the parties to complete the Closing are subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived:
? the following regulatory approvals: (i) the Mexican Anti-Trust Federal
Agency (Comisión Federal de Competencia Económica); and (ii) approval from
the
ultimate beneficial owners and the new indirect shareholders with an
ownership interest greater than 5% after Closing and notice to CNBV with
respect to new indirect shareholders with an ownership interest greater
than 2%;
? the New Covalto Class A Ordinary Shares contemplated to be listed pursuant
to the Business Combination Agreement shall have been listed or been
approved for listing on Nasdaq;
? there is not in force any applicable law or governmental order by any
governmental authority of competent jurisdiction and having jurisdiction
over the parties with respect to the proposed business combination;
? the approval of the shareholders of LIVB with respect to the proposed
business combination shall have been obtained?
? the approval of the shareholders of Covalto with respect to the proposed
business combination shall have been obtained?
? the registration statement on Form F-4 (as such filing is amended or
supplemented, and including the proxy statement/prospectus contained
therein, the "Registration Statement") shall have become effective in
accordance with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), no stop order shall have been issued by the
Item 7.01. Regulation FD Disclosure.
On
Also on
Copies of the Press Release and the Investor Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination and related transactions and for no other purpose.
Additional Information About the Proposed Business Combination and Where To Find It
The proposed business combination will be submitted to shareholders of LIVB for
their consideration. LIVB intends to file a Registration Statement with the
interested persons are advised to read, once available, the preliminary proxy
statement / prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with LIVB's solicitation
of proxies for its special meeting of shareholders to be held to approve, among
other things, the proposed business combination, because these documents will
contain important information about LIVB, Covalto and the proposed business
combination. Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other documents filed
with the
Participants in the Solicitation
LIVB, Covalto and certain of their respective directors, executive officers and
other members of management and employees may, under
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will," "expect,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially from
the expected results. Most of these factors are outside LIVB's and Covalto's
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the approvals, timing, and ability to
complete the proposed business combination; (2) the benefits of the proposed
business combination, including future financial and operating results of the
combined company; (3) the impact of COVID-19 or other adverse public health
developments; (4) costs related to the proposed business combination; (5)
changes in applicable laws or regulations; (6) the possibility that the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (7) the risk that the proposed transaction disrupts current
plans and operations of Covalto as a result of the announcement and consummation
of the transactions described herein; (8) the ability to meet Nasdaq's listing
standards following the consummation of the transactions contemplated by the
business combination agreement; and (9) those factors discussed in LIVB's IPO
Prospectus, the Quarterly Report on Form 10-Q for the period ended
statements. In addition, forward-looking statements reflect LIVB's and Covalto's expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. LIVB and Covalto anticipate that subsequent events and developments will cause LIVB's and Covalto's assessments to change. However, while LIVB and Covalto may elect to update these forward-looking statements at some point in the future, LIVB and Covalto specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing LIVB's and Covalto's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1† Business Combination Agreement, datedAugust 17, 2022 , by and among LIVB, Covalto and Merger Sub. 10.1 Form of Mandatorily Convertible Anchor Note, by and among Covalto and the Anchor Investor party thereto 10.2 Company Voting Agreement, datedAugust 17, 2022 , by and among LIVB, Covalto and certain holders of the equity securities of Covalto set forth on Schedule 1 thereto. 10.3 Sponsor Voting Agreement, datedAugust 17, 2022 , by and among Sponsor, LIVB and Covalto. 10.4 Form of Registration Rights Agreement by and among Covalto, LIVB, the Sponsor,EarlyBirdCapital, Inc. and the other parties thereto. 10.5 Contribution Agreement, datedAugust 17, 2022 , by and among Sponsor, GP, LIVB, Covalto and the Rollover Parties party thereto. 99.1 Press Release, datedAugust 18, 2022 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). LIVB agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the
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