Sec Form 13G Filing - LIV Capital Acquisition Sponsor II L.P. filing for LIV Capital Acquisition Corp. II (LIVB) - 2022-03-17

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

LIV Capital Acquisition Corp. II

(Name of Issuer)

 

Class A Ordinary Shares, (par value $0.0001 per share

(Title of Class of Securities)

 

G5510R105

(CUSIP Number)

 

February 28, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-l(b)
☐  Rule 13d-l(c)
☒  Rule 13d-l(d)

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. G5510R105

Schedule 13G

 

1	NAME OF REPORTING PERSON   LIV Capital Acquisition Sponsor II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER   2,862,500 (1)
		6	SHARED VOTING POWER   - 0 -
		7	SOLE DISPOSITIVE POWER   2,862,500 (1)
		8	SHARED DISPOSITIVE POWER   - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,862,500 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.78% (1)
12	TYPE OF REPORTING PERSON   PN

(1)       See Item 4 below. The Reporting Person owns 2,862,500 Class B Ordinary Shares of the Issuer, which are automatically convertible into Issuer’s Class A Ordinary Shares as more fully described under the heading “Description of Securities - Founders Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-261960.)

 

Item l(a). Name of lssuer:

 

LIV Capital Acquisition Corp. II (the “Issuer”)

 

Item l(b). Address of lssuer’s Principal Executive Offices:

 

Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey,
Mexico, CDMX, C.P. 11040

 

Item 2(a). Name of Person Filing:

 

LIV Capital Acquisition Sponsor II, L.P. (the “Reporting Person”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

 

Item 2(c). Citizenship:

 

Cayman Islands

 

Item 2(d). Titles of Classes of Securities:

 

Class A Ordinary Shares, par value $0.0001 per share.

 

Item 2(e). CUSIP Number:

 

G5510Rl05

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)

☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

 

(b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

☐ Employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F).

 

(g)

☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

☐ Non-U.S. institution, in accordance with§ 240.13d-l(b)(l)(ii)(J).

 

(k)

☐ Group in accordance with §240.13d-l(b)(l)(ii)(K).

 

If filing as a non-U .S. institution in accordance with §240. 13d-l(b)(l)(ii)(J), please specify the type of institution:

 

Item 4. Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of February 28, 2022, the Reporting Person may be deemed to beneficially own 2,862,500 shares of the Issuer’s Class B Ordinary Shares, representing 19.78% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities - Founders Shares” in the Issuer’s registration statement on Form S-1 (File No. 333- 261950).

 

Messrs. Alexander R. Rossi, Humberto Zesati and Miguel Angel Davila are the three managers of the Reporting Person’s general partner, LIV Sponsor II GP, LLC. Any action by the Reporting Person’s general partner with respect to LIV Capital Acquisition Corp. II or the shares owned by the Reporting Person, including voting and dispositive decisions, requires a majority vote of the managers of the Reporting Person’s general partner. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the managers of the Reporting Person’s general partner, none of the managers of the Reporting Person’s general partner is deemed to be a beneficial owner of the Reporting Person’s securities, even those in which they hold a pecuniary interest. Accordingly, none of Messrs. Rossi, Zesati and Davila is deemed to have or share beneficial ownership of the shares of the Issuer held by the Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

 

Not Applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 17, 2022

 

	LIV Capital Acquisition Sponsor II, L.P. Acting as LIV Sponsor II GP, LLC, its General Partner
	By:	/s/ Humberto Zesati Gonzalez
	Name:	Humberto Zesati Gonzalez
	Title:	Director