Item 1.01 Entry Into a Material Definitive Agreement.
Additional PIPE Financing (Private Placement)
On August 13, 2021, LIV Capital Acquisition Corp. ("LIVK") entered into
subscription agreements (the "Additional Subscription Agreements") with certain
investors (the "Additional PIPE Investors") pursuant to which the Additional
PIPE Investors agreed to subscribe for and purchase from LIVK, and LIVK agreed
to issue and sell to the Additional PIPE Investors, in the aggregate, 110,000
LIVK Class A ordinary shares (or 110,000 shares of Class A common stock of LIVK
("Class A common stock") into which such shares will convert in connection with
the domestication contemplated by the Merger Agreement (as defined below) (the
"Domestication")) at a purchase price of $10.00 per share and $1,100,000 in the
aggregate (the "Additional PIPE Financing"). The closing of the Additional PIPE
Financing will occur immediately prior to the closing of the proposed merger of
LIVK and AgileThought, Inc. ("AT" or "AgileThought" and such proposed merger and
the transactions related thereto, the "Business Combination"), and is subject to
customary closing conditions, including the satisfaction or waiver of the
conditions set forth in that certain Agreement and Plan of Merger, dated as of
May 9, 2021, between LIVK and AgileThought, Inc., as amended from time to time
(the "Merger Agreement"). The Additional Subscription Agreements provide that
LIVK will grant each Additional PIPE Investor certain customary registration
rights with respect to the shares that such Additional PIPE Investor holds in
the combined entity following the closing of the Business Combination.
A copy of the form of Additional Subscription Agreement is incorporated by
reference into this Current Report on Form 8-K as Exhibit 10.1, and the
foregoing description of the Additional Subscription Agreement is qualified in
its entirety by reference thereto.
Assuming there are no redemptions of LIVK's Class A ordinary shares originally
sold as part of the units issued in LIVK's initial public offering (such shares,
the "public shares" and the holders of such shares, the "public shareholders")
and that no additional shares are issued prior to completion of the Business
Combination, it is anticipated that, upon completion of the Domestication, the
Business Combination and related transactions (including the conversion of all
Class B ordinary shares of LIVK to shares of Class A common stock in accordance
with the terms of the Merger Agreement), the ownership of LIVK, which will be
renamed "AgileThought, Inc." in connection with the closing of the Business
Combination (as so renamed, "New AT"), by (i) public shareholders, (ii) the
accredited investors with whom LIVK entered into subscription agreements,
pursuant to which the investors will purchase shares of LIVK in a privately
negotiated transaction in connection with the consummation of the Business
Combination (including the Additional PIPE Investors) (the "subscription
investors"), (iii) the holders of the 70,000 Class B ordinary shares that LIVK
has issued to EarlyBirdCapital, Inc. (and/or its designees) (the "representative
shares"), (iv) LIVK's sponsor (and affiliates of LIVK's sponsor and its and
their respective permitted transferees), (v) New AT's executive officers and
directors and their affiliated entities, and (vi) holders of AT's stock prior to
the Business Combination (the "AT equity holders") will be as follows:
? The public shareholders would own 8,050,000 shares of Class A common stock,
representing 16.2% of New AT's total outstanding shares of common stock;
? The subscription investors would own 2,760,000 shares of Class A common stock,
representing 5.6% of New AT's total outstanding shares of common stock;
? The holders of representative shares and their permitted transferees would own
70,000 shares of Class A common stock, representing 0.1% of New AT's total
outstanding shares of common stock;
? LIVK's sponsor and affiliates of LIVK's sponsor (excluding certain funds
affiliated with LIVK's sponsor and its affiliates solely with respect to such
funds' shares held as AT equity holders, but including Alexander R. Rossi, an
individual proposed to be director of New AT and who is an affiliate of LIVK's
sponsor) and its and their respective permitted transferees would own 2,012,500
shares of Class A common stock, representing 4.1% of New AT's total outstanding
shares of common stock;
1
? New AT's executive officers and directors and their affiliated entities
(including individuals proposed to be directors of New AT but excluding
Alexander R. Rossi) would own 29,600,948 shares of Class A common stock,
representing 59.7% of New AT's total outstanding shares of common stock; and
? The AT equity holders (other than AT equity holders who are proposed to be New
AT's executive officers and directors and their affiliated entities), including
certain funds affiliated with LIVK's sponsor and its affiliates solely with
respect to such funds' shares held as AT equity holders, would own 7,111,183
shares of Class A common stock, representing 14.3% of New AT's total
outstanding shares of common stock.
The preceding description of the ownership of New AT's securities is accurate as
of the date of filing of this Current Report on Form 8-K. The preceding
description does not take into account any transactions that may be entered into
after the date hereof.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The LIVK Class A ordinary shares, and the
Class A common stock into which such shares will convert in connection with the
Domestication, to be offered and sold in connection with the Additional PIPE
Financing have not been registered under the Securities Act of 1933 in reliance
upon the exemption provided in Section 4(a)(2) thereof.
Item 9.01. Exhibits and Financial Statements.
Exhibit No. Description
10.1 Form of Subscription Agreement (incorporated by reference to Exhibit
10.1 of LIVK's Form 8-K/A (File No. 001-39157), filed with the SEC on
May 11, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. AgileThought's and LIVK's actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, AgileThought's and LIVK's expectations with respect to future
performance and anticipated financial impacts of the proposed Business
Combination, the satisfaction of the closing conditions to the proposed Business
Combination and the timing of the completion of the proposed Business
Combination. 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 AgileThought's and LIVK's
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be instituted
against AgileThought and LIVK following the announcement of the Merger Agreement
and the transactions contemplated therein; (3) the inability to complete the
proposed Business Combination, including due to failure to obtain approval of
the stockholders of LIVK, certain regulatory approvals or to satisfy other
conditions to closing in the Merger Agreement; (4) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement or could otherwise cause the transaction to fail to close; (5)
the impact of COVID-19 on AgileThought's business and/or the ability of the
parties to complete the proposed Business Combination; (6) the inability to
obtain or maintain the listing of LIVK's shares of Class A common stock on
Nasdaq following the proposed Business Combination; (7) the risk that the
proposed Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the proposed Business Combination; (8)
the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the
ability of AgileThought to grow and manage growth profitably and retain its key
employees; (9) costs related to the proposed Business Combination; (10) changes
in applicable laws or regulations; (11) the possibility that AgileThought or
LIVK may be adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from time to time in
the proxy statement/prospectus relating to the proposed Business Combination,
including those under "Risk Factors" therein, and in LIVK's other filings with
the Securities and Exchange Commission ("SEC"). LIVK cautions that the foregoing
list of factors is not exclusive.
Important Information About the Proposed Business Combination and Where to Find
It
In connection with the proposed Business Combination, LIVK filed a definitive
proxy statement/prospectus with the SEC on August 2, 2021. LIVK's stockholders
and other interested persons are advised to read the definitive proxy
statement/prospectus and documents incorporated by reference therein filed in
connection with the proposed Business Combination, as these materials will
contain important information about AgileThought, LIVK and the proposed Business
Combination. The definitive proxy statement/prospectus and other relevant
materials for the proposed Business Combination have been mailed to stockholders
of LIVK as of July 15, 2021, the record date for voting on the proposed Business
Combination. Stockholders are also able to obtain copies of the definitive proxy
statement/prospectus and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available, at the SEC's
web site at www.sec.gov, or by directing a request to LIV Capital Acquisition
Corp. by calling +52 (55) 1100-2470.
Participants in the Solicitation
LIVK and its directors and executive officers may be deemed participants in the
solicitation of proxies from LIVK's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in LIVK is contained in definitive proxy
statement/prospectus and is available free of charge at the SEC's website at
www.sec.gov, or by directing a request to LIV Capital Acquisition Corp. by
calling +52 (55) 1100-2470. Additional information regarding the interests of
such participants is contained in the definitive proxy statement/prospectus for
the proposed Business Combination.
AgileThought and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of LIVK in
connection with the Business Combination. A list of the names of such directors
and executive officers and any information regarding their interests in the
proposed Business Combination is included in definitive proxy
statement/prospectus for the proposed Business Combination.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
Business Combination. This communication shall also not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
3
© Edgar Online, source Glimpses