AgileThought, LLC entered into letter of intent to acquire LIV Capital Acquisition Corp. (NasdaqCM:LIVK) from LIV Capital Acquisition Sponsor, L.P., Mizuho Financial Group, Inc. (TSE:8411), Davidson Kempner Capital Management LP, Periscope Capital Inc, Karpus Management Inc. and others in a reverse merger transaction for approximately $370 million on November 26, 2020. AgileThought, LLC entered into a definitive agreement to acquire LIV Capital Acquisition Corp. (NasdaqCM:LIVK) in a reverse merger transaction on May 9, 2021. The merger consideration to be received by holders of AT's common stock (each, an “AT common stock holder”) at the closing pursuant to the merger agreement will be paid in equity consideration with a number of Class A common stock, par value $0.0001 per share, of New AT (“Class A common stock”) equal to $347.121322 million divided by $10. The Transaction values the combined company at a proforma enterprise value of approximately $482 million, resulting in an implied enterprise value to revenue multiple of 2.6x 2021 and 2.0x 2022 estimated revenue of $184 million and $240 million, respectively. LIV Capital will issue an aggregate of 36.7 million shares (representing 74.2% of the resulting issuer stake) to acquire AT. The transaction is expected to deliver approximately $124 million primary gross proceeds, including $81 million of cash held in LIVK's trust account (assuming no redemptions in connection with the transaction), and a fully committed $43 million investment by PIPE investors and LIV Capital at $10 per share for proceeds of $22.5 million. The fully committed investment will, at funding, satisfy the minimum cash requirement to close the transaction. In connection with the transaction, the lenders under AgileThought's second lien credit facility have agreed to convert approximately $38 million of principal and accrued interest outstanding under that facility into shares of Class A common stock of the combined company immediately prior to the closing of the transaction. LIVK's public shareholders and PIPE investors will own approximately 25.2%, and LIVK's sponsor will own approximately 4.1% of the issued and outstanding shares of Class A common stock of the combined company at closing. Upon the closing of the transaction, the combined company will operate as “AgileThought, Inc.” and will remain listed on Nasdaq under the new ticker symbol “AGIL”. AgileThought will pay a termination fee of $3.5 million.

The business and affairs of New AT will be managed under the direction of its board of directors. Following the closing, New AT's board will have twelve directors, be chaired by Manuel Senderos and include Alexander R. Rossi, Chairman and Chief Executive Officer of LIVK. Subject to the terms of the proposed organizational documents, the number of directors will be fixed by New AT's board of directors and will be at least seven and no more than twelve directors. AT's officers will become New AT's officers following the closing. AgileThought's management team will continue to lead the combined company following the transaction. Manuel Senderos will serve as Chairman and Chief Executive Officer of the combined company and Alex Rossi will become a director of the combined company's Board of Directors. At closing the directors of the surviving corporation shall be the twelve individuals of which one will be appointed by LIVK. The transaction is subject to approval by LIVK and AgileThought shareholders, antitrust approvals, listing/approval of new shares on stock exchange, registration statement effectiveness, minimum balance sheet requirements, conversion of debt to equity and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both AgileThought and LIVK. The Board of LIVK unanimously recommends its shareholders to vote in favor of the transaction in their meeting scheduled on August 18, 2021. As of July 30, 2021, the waiting period under the HSR Act expired on July 6, 2021. On August 18, 2021, shareholders of LIV Capital Acquisition approved the acquisition. The Transaction is expected to close in the third quarter of 2021. All transaction proceeds, after payment of expenses related to the transaction, will be used to repay AgileThought first lien credit facility of approximately $97 million currently outstanding, until any additional repayments would result in AgileThought's cash, plus any LIVK working capital funds, being less than $15 million, with any proceeds remaining after those uses being available for the combined company's general corporate purposes.

EarlyBirdCapital, Inc. acted as financial advisor, Derek Dostal, Leonard Kreynin, Lee Hochbaum, William A. Curran, Stephen I. Brecher and David R. Bauer of Davis Polk & Wardwell LLP acted as legal advisors to LIVK. William Blair & Company, L.L.C. acted as financial advisor and Nicole Brookshire, Alfred Browne and Matthew Browne Cooley LLP acted as legal advisors to AgileThought. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to LIVK. D.F. King & Co., Inc. acted as proxy advisor for LIVK and will receive a fee of $25,000, plus disbursements.

AgileThought, LLC completed the acquisition of LIV Capital Acquisition Corp. (NasdaqCM:LIVK) from LIV Capital Acquisition Sponsor, L.P., Mizuho Financial Group, Inc. (TSE:8411), Davidson Kempner Capital Management LP, Periscope Capital Inc, Karpus Management Inc., Glazer Capital, LLC and others in a reverse merger transaction on August 23, 2021. AgileThought successfully closed an equity capitalization of $91.5 million through the business combination. Pursuant to Agreement, an aggregate of 34,557,480 shares of Class A Common Stock were issued to holders of LIVK and AgileThought common stock and 2,000,000 shares of Class A Common Stock were issued to holders of LIVK and AgileThought preferred stock as merger consideration. On Closing Date, a number of purchasers subscribed to purchase from AgileThought an aggregate of 2,760,000 shares of AgileThought Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $27,600,000, pursuant to separate subscription agreements. The sale of PIPE Shares was consummated immediately prior to closing.