Humberto Zesati Form 4 LIV Capital Acquisition Corp. II / Humberto Zesati ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zesati Humberto

(Last)

(First)

(Middle)

C/O LIV CAP,TORRE VIRREYES, PEDREGAL #24

PISO 6-601, COL. MOLINO DEL REY

(Street)

CIUDAD DE MEXICO

CP11040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIV Capital Acquisition Corp. II [ LIVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class S Unit	⁽¹⁾	12/06/2021		P⁽¹⁾		200,000		⁽¹⁾	⁽¹⁾	Class B Ordinary Shares	200,000	⁽¹⁾	200,000	D
Class W Unit	⁽¹⁾	12/06/2021		P⁽¹⁾		200,000		⁽¹⁾	⁽¹⁾	Warrants (right to buy)	200,000	⁽¹⁾	200,000	D
Class S Unit	⁽²⁾	08/16/2022		J⁽²⁾		549,915		⁽²⁾	⁽²⁾	Class B Ordinary Shares	549,915	⁽²⁾	549,915	D
Class W Unit	⁽²⁾	08/16/2022		J⁽²⁾		1,404,336		⁽²⁾	⁽²⁾	Warrants (right to buy)	1,404,336	⁽²⁾	1,404,336	D
Class S Unit	⁽³⁾	08/16/2022		C⁽³⁾			200,000	⁽³⁾	⁽³⁾	Class B Ordinary Shares	200,000	⁽³⁾	0	D
Class W Unit	⁽³⁾	08/16/2022		C⁽³⁾			200,000	⁽³⁾	⁽³⁾	Warrants (right to buy)	200,000	⁽³⁾	0	D
Class S Unit	⁽³⁾	08/16/2022		C⁽³⁾			549,915	⁽³⁾	⁽³⁾	Class B Ordinary Shares	549,915	⁽³⁾	0	D
Class W Unit	⁽³⁾	08/16/2022		C⁽³⁾			1,404,336	⁽³⁾	⁽³⁾	Warrants (right to buy)	1,404,336	⁽³⁾	0	D
Class B Ordinary Shares	⁽³⁾	08/16/2022		C⁽³⁾		200,000		⁽³⁾	⁽³⁾	Class A Ordinary Shares	200,000	⁽³⁾	200,000	D
Class B Ordinary Shares	⁽³⁾	08/16/2022		J⁽³⁾			200,000	⁽³⁾	⁽³⁾	Class A Ordinary Shares	200,000	⁽³⁾	0	D
Class B Ordinary Shares	⁽³⁾	08/16/2022		C⁽³⁾		549,915		⁽³⁾	⁽³⁾	Class A Ordinary Shares	549,915	⁽³⁾	549,915	D
Class B Ordinary Shares	⁽³⁾	08/16/2022		J⁽³⁾			549,915	⁽³⁾	⁽³⁾	Class A Ordinary Shares	549,915	⁽³⁾	0	D
Warrants (right to buy)	⁽³⁾	08/16/2022		C⁽³⁾		200,000		⁽³⁾	⁽³⁾	Warrants (right to buy)	200,000	⁽³⁾	200,000	D
Warrants (right to buy)	⁽³⁾	08/16/2022		J⁽³⁾			200,000	⁽³⁾	⁽³⁾	Warrants (right to buy)	200,000	⁽³⁾	0	D
Warrants (right to buy)	⁽³⁾	08/16/2022		C⁽³⁾		1,404,336		⁽³⁾	⁽³⁾	Warrants (right to buy)	1,404,336	⁽³⁾	1,404,336	D
Warrants (right to buy)	⁽³⁾	08/16/2022		J⁽³⁾			1,404,336	⁽³⁾	⁽³⁾	Warrants (right to buy)	1,404,336	⁽³⁾	0	D
Promissory Note (right to acquire)	⁽³⁾⁽⁴⁾	08/16/2022		J⁽³⁾⁽⁴⁾		749,915		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Ordinary Shares	749,915	⁽³⁾⁽⁴⁾	749,915	D
Promissory Note (right to acquire)	⁽³⁾⁽⁴⁾	08/16/2022		J⁽³⁾⁽⁴⁾		1,604,336		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Warrants (right to buy)	1,604,336	⁽³⁾⁽⁴⁾	1,604,336	D

Explanation of Responses:

1. The price paid for each Unit (described herein) was $5.00 per unit. Each Unit comprised one Class B Ordinary Share (in the form of a Class S Unit) and one private warrant representing the right to purchase ordinary shares ("Warrants") (in the form of a Class W Unit). The Class S Units and Class W Units did not include an expiration date.

2. 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 and Class W Units representing a right to receive Warrants.

3. 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 (i) Class S Units in exchange for Class B Ordinary Shares and (ii) Class W Units in exchange for Warrants (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share and Warrant in exchange for a promissory note in the amount of $1,016,616.49 (the "Promissory Note").

4. 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 and Warrants. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and Warrants and the Promissory Note will be cancelled.

	/s/ Mariana Romero, as attorney-in-fact for Humberto Zesati	08/18/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Humberto Zesati Form 4LIV Capital Acquisition Corp. II / Humberto Zesati ownership change