0000950103-22-002790.txt : 20220217 0000950103-22-002790.hdr.sgml : 20220217 20220217204251 ACCESSION NUMBER: 0000950103-22-002790 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220216 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIV Capital Acquisition Sponsor II, L.P. CENTRAL INDEX KEY: 0001904071 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41269 FILM NUMBER: 22650523 BUSINESS ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6 - 601 CITY: COL. MOLINO DEL REY STATE: O5 ZIP: CP 11040 BUSINESS PHONE: 52 55 1100 2470 MAIL ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6 - 601 CITY: COL. MOLINO DEL REY STATE: O5 ZIP: CP 11040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIV Sponsor II GP, LLC CENTRAL INDEX KEY: 0001911502 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41269 FILM NUMBER: 22650522 BUSINESS ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6 - 601, COL. MOLINO DEL REY CITY: MEXICO CITY STATE: O5 ZIP: CP 11040 BUSINESS PHONE: 52 55 1100 2470 MAIL ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6 - 601, COL. MOLINO DEL REY CITY: MEXICO CITY STATE: O5 ZIP: CP 11040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIV Capital Acquisition Corp. II CENTRAL INDEX KEY: 0001875257 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6-601, MOLINO DEL REY CITY: MEXICO CITY STATE: O5 ZIP: 11040 BUSINESS PHONE: 52 55 1100 2470 MAIL ADDRESS: STREET 1: TORRE VIRREYES, PEDREGAL NO. 24 STREET 2: PISO 6-601, MOLINO DEL REY CITY: MEXICO CITY STATE: O5 ZIP: 11040 3 1 dp167390_3-lcasiilp.xml FORM 3 X0206 3 2022-02-16 0 0001875257 LIV Capital Acquisition Corp. II LIVB 0001904071 LIV Capital Acquisition Sponsor II, L.P. C/O LIVCAP, TORRE VIRREYES, PEDREGAL #24 PISO 6-601, COL. MOLINO DEL REY CIUDAD DE MEXICO O5 CP11040 MEXICO 0 0 1 0 0001911502 LIV Sponsor II GP, LLC TORRE VIRREYES, PEDREGAL NO. 24 PISO 6 - 601, COL. MOLINO DEL REY MEXICO CITY O5 CP 11040 MEXICO 0 0 1 0 Class B Ordinary Shares Class B Ordinary Shares 2862500 D As described in the issuer's registration statement on Form S-1 (File No. 333-261950) under the heading "Description of Securities - Founders Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares on the first day following the completion of the issuer's initial business combination on a one-for-one basis, subject to adjustment in accordance with certain anti-dilution rights and have no expiration date. These shares represent Class B ordinary shares held by LIV Capital Acquisition Sponsor II, L.P., acquired pursuant to a subscription agreement by and between LIV Capital Acquisition Sponsor II, L.P. and the issuer. The Class B ordinary shares owned by LIV Capital Acquisition Sponsor II, L.P. includes 2,500,000 shares issued in connection with the completion of the issuer's initial public offering and an additional 362,500 shares issued following the underwriters' partial exercise of the over-allotment option as described in the issuer's registration statement. These shares are owned directly by LIV Capital Acquisition Sponsor II, L.P., LIV Sponsor II GP, LLC is the sole general partner of LIV Capital Acquisition Sponsor II, L.P. Exhibit List - Exhibit 24.1 - Power of Attorney /s/ Mariana Romero, as attorney-in-fact for LIV Capital Acquisition Sponsor II, L.P. and LIV Sponsor II GP, LLC 2022-02-17 EX-24.1 2 dp167390_ex2401.htm EXHIBIT 24.1

Exhibit 24.1

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Mariana Romero and Rodrigo Gamero its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of LIV Capital Acquisition Corp. II, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3. neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this seventeenth day of February, 2022.

				LIV CAPITAL ACQUISITION SPONSOR, L.P.

				Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner


				/s/ Alexander R. Rossi
				Alexander R. Rossi, Managing Director


				LIV GP MASTER, S.A.P.I. DE C.V.


				/s/ Alexander R. Rossi
				Alexander R. Rossi, Managing Director