8-K
filed May 3, 2023, 7:59 PM ET
CIK 0001875257
other material
confidence high
sentiment negative
materiality 0.70
LIV Capital Acquisition Corp. II shareholders approve extension to Feb 2024; ~5.86M shares redeemed for $61.4M
LIV Capital Acquisition Corp. II
- Shareholders approved charter amendment extending business combination deadline from May 10, 2023 to February 10, 2024.
- Approved founder share conversion (one-for-one) prior to closing and elimination of $5M net tangible asset redemption limit.
- Holders of 5,855,018 Class A shares redeemed at ~$10.49/share, aggregate ~$61.4M.
- Quorum of 9,875,274 shares (78.72% of outstanding) present; all three proposals passed with overwhelming support.
- Adjournment proposal not needed as Extension Proposal received sufficient votes.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LIV Capital Acquisition Corp. II: Approved amendment to charter to extend business combination deadline, provide conversion rights for Class B shares, and eliminate redemption limit (effective 2023-05-01).
- Change
- charter amendment
- Effective
- 2023-05-01
Exact text from the filing
At the Extraordinary General Meeting of LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) held on May 1, 2023 (the “Extraordinary General Meeting”), shareholders of the Company approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Charter” and, such amendment to the Charter, the “Charter Amendment”) in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”), (ii) provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”), and (iii) eliminate from the Charter the limitation that the Company shall not redeem Class A ordinary shares included as pa
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LIV Capital Acquisition Corp. II shareholders approved Redemption Limitation Proposal.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal No. 4 - Redemption Limitation Proposal – as a special resolution to amend the Company’s Charter to eliminate the limitation that the Company shall not redeem its Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than the Redemption Limit. The Redemption Limitation Proposal would allow the Company to redeem its Public Shares irrespective of whether such redemption would exceed the Redemption Limit. For Against Abstain 9,334,073 541,149 52
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LIV Capital Acquisition Corp. II shareholders approved Founder Share Amendment Proposal.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal No. 2 - The Founder Share Amendment Proposal – as a special resolution, to amend the Company’s Charter to provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder. For Against Abstain 9,374,385 500,889 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LIV Capital Acquisition Corp. II shareholders approved Extension Proposal at the 2023-05-10 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-10
Exact text from the filing
Proposal No. 1 - The Extension Proposal – as a special resolution, to amend the Company’s Charter to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, included as part of the units sold in the Company’s initial public offering if it fails to complete such initial business combination, for up to an additional nine (9) months, from May 10, 2023, without giving effect to LIV Capital Acquisition Sponsor II, L.P.’s option to extend for an additional three months, to up to February 10, 2024, or such earlier date as determined by the Company’s board of directors. For Against Abstain 9,374,385 500,889 0
View on SEC.gov
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