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- S-1 IPO registration
- 1.1 Underwriting Agreement
- 1.2 Business Combination Marketing Agreement
- 3.1 Memorandum and Articles of Association
- 3.2 Form of Amended and Restated Memorandum and Articles of Association
- 4.1 Specimen Unit Certificate
- 4.2 Specimen Ordinary Share Certificate
- 4.3 Specimen Warrant Certificate
- 4.4 Warrant Agreement
- 5.1 Opinion of Maples and Calder (Cayman) LLP
- 5.2 Opinion of Davis Polk & Wardwell LLP
- 10.1 Promissory Note
- 10.2 Form of Letter Agreement Among the Registrant and Its Officers, Directors and Liv Capital Acquisition Sponsor, L.P
- 10.3 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 10.4 Form of Registration Rights Agreement Between the Registrant and Certain Security Holders
- 10.5 Securities Purchase Agreement
- 10.6 Form of Sponsor Warrants Purchase Agreement Between the Registrant and Liv Capital Acquisition Sponsor, L.P
- 10.7 Form of Indemnity Agreement
- 10.8 Administrative Services Agreement
- 23.1 Consent of Marcum LLP
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of LIV Capital Acquisition Corp. II (the “Company”) on Form S-1 of our report dated July 29, 2021, except for Note 7, as to which the date is October 27, 2021, and Note 8, as to which the date is December 30, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of LIV Capital Acquisition Corp. II as of June 28, 2021 and for the period from February 11, 2021 (inception) through June 28, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp | |
Marcum llp | |
Hartford, CT | |
December 30, 2021 |