LIV CAPI Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
As a result of the proposed business combination, each issued and outstanding Class A ordinary share and Class B ordinary share of LIVK will convert into a share of Class A common stock of Surviving Pubco ("Class A Common Stock"), and each issued and outstanding warrant to purchase Class A ordinary shares of LIVK will continue to be exercisable by its terms to purchase an equal number of shares of Class A Common Stock.
The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of LIVK (the "Board") and the board of directors of AT.
Merger Consideration Common Merger Consideration
Subject to the terms and conditions of the Merger Agreement, the aggregate
merger consideration distributable to holders of AT's common stock at the
closing of the proposed business combination ("the Closing") pursuant to the
Merger Agreement will be a number of shares of Class A Common Stock equal to (i)
Preferred Merger Consideration
Subject to the terms and conditions of the Merger Agreement, the merger consideration distributable to the LIV Capital Funds (as defined below), as holders of AT's preferred stock, at the Closing pursuant to the Merger Agreement will be a number of shares of Class A Common Stock equal to the number of shares of AT preferred stock outstanding as of immediately prior to the Closing.
The Minimum Cash Condition
AT's obligations to complete the proposed business combination are contingent
upon (i) the amount of cash available to be released from LIVK's trust account
(after giving effect to all payments to be made as a result of the completion of
any redemptions), plus (ii) the net amount of proceeds actually received by LIVK
pursuant to the PIPE Financing (as defined below), plus (iii)
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Covenants of the Parties
Each party agreed in the Merger Agreement to use its reasonable best efforts to take all actions reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make the proposed business combination effective as soon as promptly as practicable the transactions contemplated by the Merger Agreement. The Merger Agreement also contains certain customary covenants by AT and LIVK during the period between the signing of the Merger Agreement and the Closing, including the conduct of their respective businesses, provision of information, maintenance of books and records, notification of certain matters, obtaining governmental consents (including making any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") or any other applicable antitrust filings), terminating affiliate contracts, as well as certain customary covenants, such as publicity, some of which may continue after the termination of the Merger Agreement. Each of the parties also agreed not to solicit or enter into any alternative competing transactions during the period from the date of the Merger Agreement to the Closing. LIVK also agreed that it will ensure LIVK remains listed as a public company and that LIVK's ordinary shares remain listed on Nasdaq, and to use its reasonable best efforts to ensure that Surviving Pubco is listed as a public company and that shares of Class A Common Stock are listed on Nasdaq as of the Closing.
Directors of Surviving Pubco
The parties agreed in the Merger Agreement to take all necessary action to cause
the board of directors of Surviving Pubco as of immediately following the
Closing to consist of twelve (12) directors, of whom one (1) individual will be
designated by LIVK and of whom eleven (11) individuals will be designated by AT.
Each AT designee will meet the director qualification and eligibility criteria
of the Nominating and Corporate Governance committee of the Board, and a number
of AT designees will qualify as independent directors as determined by the Board
such that a majority of the directors as of immediately following the Closing
will qualify as independent directors. Surviving
Closing Conditions
The obligations of the parties to complete the Closing are subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived:
? expiration of the applicable waiting period under the HSR Act?
? the Class A Common Stock contemplated to be listed pursuant to the Merger
Agreement shall have been listed on Nasdaq and shall be eligible for continued
listing on Nasdaq immediately following the Closing (as if it were a new
initial listing by an issuer that had never been listed prior to Closing);
? there will not be in force any applicable law or governmental order enjoining,
prohibiting, making illegal, or preventing the consummation of the Merger;
? the approval of the LIVK shareholders with respect to the proposed business
combination shall have been obtained?
? the approval of the holders of AT's common stock with respect to the proposed
business combination shall have been obtained?
? the registration statement on Form S-4 (as such filing is amended or
supplemented, and including the proxy statement/prospectus contained therein)
shall have become effective, no stop order shall have been issued by the
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of Class A Common Stock to
Item 7.01. Regulation FD Disclosure.
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Also on
Copies of the Press Release and the Investor Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination and related transactions and for no other purpose.
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Additional Information About the Proposed Business Combination and Where To Find It
The proposed business combination will be submitted to shareholders of LIVK for
their consideration. LIVK intends to file a registration statement on Form S-4
(the "Registration Statement") with the
Participants in the Solicitation
LIVK, AT and certain of their respective directors, executive officers and other
members of management and employees may, under
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will," "expect,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and sales pipeline,
projections regarding clients and maintaining and growing client relationships,
potential future business expansion opportunities and growth strategies, AT's
cash resources, sources of cash and indebtedness, AT's ability to source and
retain talent, the potential benefits and commercial attractiveness to its
clients of AT's services, potential results and benefits of the proposed
business combination, and expectations related to the terms and timing of the
proposed business combination. These statements are based on various
assumptions, whether or not identified in this Current Report on Form 8-K, and
on the current expectations of AT's and LIVK's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of AT and LIVK. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the shareholders of LIVK or AT is not obtained; AT's ability to execute on its
business model, potential business expansion opportunities and growth
strategies, retain and expand clients' use of its services and attract new
clients, and source and maintain talent; risks relating to AT's sources of cash
and cash resources; failure to realize the anticipated benefits of the proposed
business combination; risks relating to the uncertainty of the projected
financial information with respect to AT; AT's ability to manage future growth;
the effects of competition on AT's future business; the amount of redemption
requests made by LIVK's public shareholders; the ability of LIVK or the combined
company to issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
and those factors discussed in LIVK's Annual Report on Form 10-K for the fiscal
year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1† Agreement and Plan of Merger, datedMay 9, 2021 , by and among LIVK and AT. 10.1 Form of Subscription Agreement 10.2 Form of Voting and Support Agreement, datedMay 9, 2020 . 10.3 Sponsor Letter Agreement, datedMay 9, 2020 , by and among LIVK, Sponsor, AT and the other parties thereto. 10.4 Form of Amended and Restated Registration Rights Agreement by and among LIVK, Sponsor and the other parties thereto. 99.1 Press Release, datedMay 10, 2021 . 99.2 Investor Presentation
† Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). LIVK agrees to furnish supplementally a copy of any omitted exhibit or schedule to theSEC upon its request. 7
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