UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~March 3031, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41269

LIV CAPITAL ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Torre ~~Virreyes~~ ~~Pedregal No. 24, Piso 6-601 Col. Molino del Rey México, CDMX 11040~~Virreyes

Pedregal No. 24, Piso 6-601

Col. Molino del Rey

México, CDMX 11040

(Address of principal executive offices)

+52 55 1100 2470

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	LIVB	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	LIVBW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and three-quarters of one redeemable warrant	LIVBU	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November 18~~May 19, ~~2022~~2023, there were 115,~~610~~754,~~000~~982 Class A ordinary shares, par value $0.0001 per share, and 933,417 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

LIV CAPITAL ACQUISITION CORP. II

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~ 2023

TABLE OF CONTENTS

			~~Page~~	Page
Part I. Financial Information			1	1
Item 1.	~~Financial Statements~~	Financial Statements	1	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
		Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
	Condensed Statements of Operations for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 11, 2021 (inception) through September 30, 2021 (Unaudited)		2
		Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)		2
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 11, 2021 (inception) through September 30, 2021 (Unaudited)		3
		Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three months ended March 31, 2023 and 2022 (Unaudited)		3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 11, 2021 (inception) through September 30, 2021 (Unaudited)		4
		Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)		4
	~~Notes to Condensed Financial Statements (Unaudited)~~	Notes to Condensed Financial Statements (Unaudited)	5	5
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22	19
Item 3.	~~Quantitative and Qualitative Disclosures Regarding Market Risk~~	Quantitative and Qualitative Disclosures Regarding Market Risk	25	22
Item 4.	~~Controls and Procedures~~	Controls and Procedures	25	22
Part II. Other Information			26	23
Item 1.	~~Legal Proceedings~~	Legal Proceedings	26	23
Item 1A.	~~Risk Factors~~	Risk Factors	26	23
Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	Unregistered Sales of Equity Securities and Use of Proceeds	26	23
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities	27	23
Item 4.	~~Mine Safety Disclosures~~	Mine Safety Disclosures	27	23
Item 5.	~~Other Information~~	Other Information	27	23
Item 6.	~~Exhibits~~	Exhibits	28	24
Part III. Signatures			29	25

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

LIV CAPITAL ACQUISITION CORP. II

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	March 31,			December 31,
	(Unaudited)
	2023			2022
	(unaudited)
ASSETS
Current assets
Cash	$	35,~~998~~514		$	1,~~024~~264
Prepaid expenses and other current assets		~~206~~155,~~170~~667			10190,333
Total Current Assets		~~210~~161,~~168~~181			1191,~~034~~597
Deferred offering costs		—			1,002,412
Non-current prepaid expenses		—			13,542
Non-current prepaid expenses		60,417			—
Marketable securities held in Trust Account		119,737,191			118,509,513
Marketable securities held in Trust Account		117,493,883			—
TOTAL ASSETS	$	119,898,372		$	118,714,652
TOTAL ASSETS	$	117,764,468		$	1,003,446
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	23,~~415~~711,~~039~~249		$	3,~~687~~013,270
Accrued offering costs		92,457			~~347~~92,~~595~~457
Promissory notes, purchase of related party interest (see Note 5)		3,158,835			—
Advance from related parties		21,660			—
Promissory note - related party		207,500			100,000
Promissory notes, purchase of related party interest (see Note 5)		3,158,835			3,158,835
Total Liabilities		5,873,831			451,282
Promissory note – related party		286,640			256,640
Total Liabilities		7,270,841			6,521,202
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 11,450,000 and no shares at redemption value as of September 30, 2022 and December 31, 2021, respectively		117,493,883			—
Class A ordinary shares subject to possible redemption 11,450,00 shares at redemption value as of March 31, 2023 and December 31, 2022		119,737,191			118,509,513
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 160,000 and 100,000 issued and outstanding (excluding 11,450,000 and no shares subject to possible redemption) as of September 30, 2022 and December 31, 2021, respectively (1)		16			10
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 160,000 issued and outstanding (excluding 11,450,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022		16			16
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 933,417 and 2,875,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively (2)		95			288
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 933,417 shares issued and outstanding as of March 31, 2023 and December 31, 2022		95			95
Additional paid-in capital		—			~~562,946~~—
Accumulated deficit		(57,~~603~~109,~~357~~771	)		(116,~~080~~316,174	)
Total Shareholders’ (Deficit) Equity		(5,603,246	)		552,164
Total Shareholders’ Deficit		(7,109,660	)		(6,316,063	)
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	117,764,468		$	1,003,446
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	119,898,372		$	118,714,652

~~(1)~~The accompanying ~~Includes~~notes ~~160,000~~are ~~and~~an ~~100,000~~integral ~~shares~~part ~~issued to EarlyBirdCapital, Inc., as~~ of ~~September~~the ~~30,~~unaudited ~~2022~~condensed ~~and~~financial ~~December 31, 2021, respectively, 50,000 shares on July 9, 2021, 50,000 shares on October 14, 2021 and 60,000 shares on January 31, 2022 (see Note 7)~~statements.

(2) Includes an aggregate of up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On February 15, 2022, the underwriters partially exercised their over-allotment option resulting in the forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the balance sheets. On August 16, 2022, the Company executed the Redemption Agreement (see Note 6) which resulted in the cancellation of 1~~,929,083 Class B ordinary shares.~~

~~The accompanying notes are an integral part of~~LIV ~~the~~CAPITAL ~~unaudited~~ACQUISITION ~~condensed financial statements~~CORP. II

1CONDENSED STATEMENTS OF OPERATIONS

~~LIV CAPITAL ACQUISITION CORP. II~~(UNAUDITED)

CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended March 31,
	2023			2022
Operating and formation costs	$	793,597		$	78,669
Loss from operations		(793,597	)		(78,669	)

Other income:
Change in fair value of over-allotment option liability		—			1,862
Interest earned on marketable securities held in Trust Account		1,227,678			60,309
Total other income		1,227,678			62,171

Net income (loss)	$	434,081		$	(16,498	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		11,450,000			6,153,333

Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption	$	0.03		$	(0.00	)

Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		1,093,417			2,816,556

Basic and diluted net income (loss) per share, Non-redeemable Class A and Class B ordinary shares	$	0.03		$	(0.00	)

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

	Three Months Ended September 30,					Nine Months Ended September 30,			For the Period from February 11, 2021 (Inception) Through September 30,
	2022			2021		2022			2021
Operating and formation costs	$	1,655,889		$	—	$	2,670,786		$	7,393
Loss from operations		(1,655,889	)		—		(2,670,786	)		(7,393	)
Other income:
Change in fair value of over-allotment option liability		—			—		1,862			—
Interest earned on marketable securities held in Trust Account		550,732			—		703,883			—
Total other income		550,732			—		705,745			—
Net loss	$	(1,105,157	)	$	—	$	(1,965,041	)	$	(7,393	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		11,450,000			—		9,703,846			—
Basic and diluted net loss per share, Class A ordinary shares subject to redemption	$	(0.08	)	$	—	$	(0.16	)	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		2,078,927			2,875,000		2,636,626			1,903,664
Basic and diluted net loss per share, Non-redeemable Class A and Class B ordinary shares	$	(0.08	)	$	—	$	(0.16	)	$	(0.01	)

~~The accompanying notes are an integral part of~~LIV ~~the~~CAPITAL ~~unaudited~~ACQUISITION ~~condensed financial statements~~CORP. II

2CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

~~LIV CAPITAL ACQUISITION CORP. II~~(UNAUDITED)

~~CONDENSED~~FOR THE ~~STATEMENTS~~THREE OFMONTHS ~~CHANGES~~ENDED INMARCH ~~SHAREHOLDERS’ (DEFICIT)~~31, ~~EQUITY~~2023

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2022		160,000	$	16		933,417	$	95	$	—	$	(6,316,174	)	$	(6,316,063	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—		—		—		(1,227,678	)		(1,227,678	)
Net income		—		—		—		—		—		434,081			434,081
Balance – March 31, 2023		160,000	$	16		933,417	$	95	$	—	$	(7,109,771	)	$	(7,109,660	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2022

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity ~~(Deficit)~~
Balance — January 1, 2022		100,000	$	10		2,875,000		$	288		$	562,946		$	(11,080	)	$	552,164
Issuance of Class A ordinary shares to Representative		60,000		6		—			—			350,621			—			350,627
Sale of 5,500,000 Private Placement Warrants		—		—		—			—			5,500,000			—			5,500,000
Proceeds allocated to Public Warrants at issuance		—		—								2,490,375						2,490,375
Forfeiture of Founder Shares		—		—		(12,500	)		—			—			—			—
Allocated value of transaction costs for warrants		—		—		—			—			(156,~~148~~643	)		—			(156,~~148~~643	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—			—			(8,512,505	)		—			(8,512,505	)
Net loss		—		—		—			—			—			(16,498	)		(16,498	)
Balance – March 31, 2022		160,000	$	16		2,862,500		$	288		$	235,289		$	(27,578	)	$	208,015
Remeasurement of Class A ordinary shares to redemption amount		—		—		—			—			(153,151	)		—			(153,151	)
Net loss		—		—		—			—			—			(843,386	)		(843,386	)
Balance – June 30, 2022		160,000	$	16		2,862,500		$	288		$	82,138		$	(870,964	)	$	(788,522	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—			—			(82,138	)		(468,594	)		(550,732	)
Cancellation of Founder Shares		—		—		(1,929,083	)		(193	)		—			(3,158,642	)		(3,158,835	)
Net loss		—		—		—			—			—			(1,105,157	)		(1,105,157	)
Balance – September 30, 2022		160,000	$	16		933,417		$	95		$	—		$	(5,603,357	)	$	(5,603,246	)

~~FOR~~The accompanying ~~THE~~notes ~~THREE~~are ~~MONTHS~~an ~~ENDED~~integral ~~SEPTEMBER~~part ~~30,~~of ~~2021 AND~~the ~~FOR~~unaudited ~~THE~~condensed ~~PERIOD~~financial ~~FROM FEBRUARY 11, 2021~~statements.

~~(INCEPTION) TO SEPTEMBER 30, 2021~~3

	Class A Ordinary Shares					Class B Ordinary Shares						Additional Paid-in			Accumulated				Total Shareholders’ (Deficit)
	Shares			Amount		Shares			Amount			Capital			Deficit				Equity
Balance – February 11, 2021 (Inception)	—		$	—		—		$	—		$	—		$	—			$	—
Net loss		—			—		—			—			—			(7,393	)			(7,393	)
Balance – March 31, 2021		—			—		—			—			—			(7,393	)			(7,393	)
Issuance of Class B ordinary share to Sponsor		—			—		2,875,000			288			24,712			—				25,000
Net loss		—			—		—			—			—			—				—
Balance – June 30, 2021		—			—		2,875,000			288			24,712			(7,393	)			17,607
Issuance of Representative Shares		50,000			5		—			—			269,117			—				269,122
Net loss		—			—		—			—			—			—				—
Balance – September 30, 2021		50,000		$	5		2,875,000		$	288		$	293,829		$	(7,393	)		$	286,729

LIV CAPITAL ACQUISITION CORP. II

~~The accompanying notes are an integral part of~~CONDENSED ~~the~~STATEMENTS ~~unaudited~~OF ~~condensed~~CASH ~~financial statements.~~FLOWS

3(UNAUDITED)

LIV CAPITAL ACQUISITION CORP. II

	For the Three Months Ended March 31,
	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	434,081		$	(16,498	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of over-allotment option liability		—			(1,862	)
Interest earned on marketable securities held in Trust Account		(1,227,678	)		(60,309	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		48,208			(359,062	)
Accrued expenses		697,979			31,610
Net cash used in operating activities		(47,410	)		(406,121	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(116,790,000	)
Net cash used in investing activities		—			(116,790,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			112,210,000
Proceeds from sale of Private Placements Warrants		—			5,500,000
Proceeds from advances from related party		21,660			—
Proceeds from promissory note – related party		30,000			65,000
Repayment of promissory note – related party		—			(125,000	)
Payment of offering costs		—			(452,321	)
Net cash provided by financing activities		51,660			117,197,679

Net Change in Cash		4,250			1,558
Cash – Beginning of period		1,264			1,024
Cash – End of period	$	5,514		$	2,582

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	138,657
Issuance of Representative Shares	$	—		$	350,621
Initial classification of Class A ordinary share subject to possible redemption	$	—		$	116,790,000
Remeasurement for Class A ordinary shares to redemption amount	$	1,227,678		$	—

~~CONDENSED~~The accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral part of the unaudited condensed financial statements.

~~(UNAUDITED)~~4

	Nine Months Ended September 30,			For the Period from February 11, 2021 (Inception) Through September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,965,041	)	$	(7,393	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		—			7,393
Change in fair value of over-allotment option liability		(1,862	)		—
Interest earned on marketable securities held in Trust Account		(703,883	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(266,571	)		—
Accrued expenses		2,411,352			—
Net cash used in operating activities		(526,005	)		—
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(116,790,000	)		—
Net cash used in investing activities		(116,790,000	)		—
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		112,210,000			—
Proceeds from sale of Private Placement Warrants		5,500,000			—
Proceeds from promissory note – related party		232,500			75,000
Repayment of promissory note – related party		(125,000	)		—
Payment of offering costs		(498,521	)		(74,161	)
Net cash provided by financing activities		117,318,979			839
Net Change in Cash		2,974			839
Cash – Beginning of period		1,024			—
Cash – End of period	$	3,998		$	839
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	92,457		$	158,155
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	17,607
Issuance of Representative Shares	$	350,621		$	269,122
Cancellation of Founder Shares in exchange for promissory note	$	3,158,835		$	—
Initial classification of Class A ordinary share subject to possible redemption	$	116,790,000		$	—
Remeasurement of Class A ordinary shares to redemption amount	$	703,883		$	—

LIV CAPITAL ACQUISITION CORP. II

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONDENSED ~~are~~FINANCIAL ~~an integral part of the unaudited condensed financial statements.~~ STATEMENTS

4MARCH 31, 2023

~~LIV CAPITAL ACQUISITION CORP. II~~(Unaudited)

~~NOTES~~NOTE TO1. ~~CONDENSED~~DESCRIPTION ~~FINANCIAL~~OF ~~STATEMENTS~~ORGANIZATION AND BUSINESS OPERATIONS

~~SEPTEMBER~~LIV 30Capital Acquisition Corp. II (the “Company” or “LIVB”) is a blank check company incorporated in the Cayman Islands on February 11, ~~2022~~2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on Mexican target businesses (~~Unaudited~~or non-Mexican target businesses with a significant presence in Mexico). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

~~NOTE~~As 1of March 31, 2023, the Company had not commenced any operations. ~~DESCRIPTION~~All OFactivity ~~ORGANIZATION~~for ~~AND~~the ~~BUSINESS~~period ~~OPERATIONS~~from February 11, 2021 (inception) through March 31, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. On August 17, 2022, the Company entered into a Business Combination Agreement by and among the Company, Covalto Ltd., a Cayman Islands exempted company (“Covalto”) and Covalto Merger Sub. The Business Combination Agreement and other parties thereto, are described in Note 6. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

~~LIV~~The ~~Capital~~registration ~~Acquisition Corp. II~~statement (for the “Company”’s orInitial ~~“LIVB”)~~Public isOffering awas ~~blank~~declared ~~check~~effective ~~company~~on ~~incorporated~~February in7, ~~the~~2022. ~~Cayman~~On ~~Islands~~February on10, ~~February 11~~2022, ~~2021. The~~the Company ~~was~~consummated the ~~formed~~Initial ~~for~~Public ~~the~~Offering ~~purpose~~ of ~~effecting~~10,000,000 aunits ~~merger,~~(the ~~share~~“Units” ~~exchange~~and, ~~asset~~with ~~acquisition,~~respect ~~share~~to ~~purchase,~~the ~~recapitalization,~~Class ~~reorganization or~~A ~~similar~~ordinary ~~business~~shares ~~combination~~included ~~with~~in the ~~one~~Units orsold, ~~more~~the ~~businesses~~“Public Shares” or ~~entities~~the (“~~Business~~Class ~~Combination~~A Ordinary Shares”), generating gross proceeds of $100,000,000, which is described in Note 3.

~~Although~~Simultaneously with the ~~Company is not~~closing ~~limited~~of tothe aInitial ~~particular~~Public ~~industry~~Offering, orthe ~~geographic~~Company ~~region~~consummated ~~for~~the ~~purposes~~sale of ~~consummating~~5,500,000 awarrants ~~Business Combination~~(each, ~~the~~a ~~Company~~“Private ~~intends~~Placement ~~to focus~~Warrant” onand, ~~Mexican~~collectively, ~~target~~the ~~businesses~~“Private ~~(or~~Placement ~~non-Mexican~~Warrants”) ~~target~~at ~~businesses with~~ a ~~significant~~price ~~presence~~of ~~in Mexico)~~$1.00 ~~The~~per ~~Company~~Private isPlacement anWarrant ~~early~~in ~~stage~~a ~~and~~private placement ~~emerging~~to ~~growth~~LIV ~~company~~Capital ~~and,~~Acquisition ~~as such~~Sponsor II, L.P. (the ~~Company~~“Sponsor”) isand ~~subject~~EarlyBirdCapital, toInc. ~~all~~(and/or oftheir ~~the~~designees), ~~risks~~generating gross ~~associated~~proceeds ~~with~~of ~~early~~$5,500,000, ~~stage~~which ~~and~~is ~~emerging~~described ~~growth~~in ~~companies~~Note 4.

AsFollowing the closing of ~~September~~the Initial 30Public Offering on February 10, 2022, ~~the~~an ~~Company~~amount ~~had~~of ~~not~~$102,000,000 ~~commenced any operations~~($10. ~~All~~20 ~~activity~~per ~~for~~Unit) from the ~~period~~net ~~from~~proceeds ~~February 11,~~of ~~2021~~the ~~(inception)~~sale ~~through~~of ~~September~~the ~~30,~~Units in ~~2022,~~the ~~relates~~Initial toPublic Offering and the ~~Company’s~~sale ~~formation,~~ of the ~~initial~~Private ~~public~~Placement ~~offering~~Warrants was placed in a trust account (the “~~Initial~~Trust ~~Public Offering~~Account”), will ~~which~~be isheld ~~described~~in ~~below,~~cash ~~and~~items ~~subsequent~~or toinvested ~~the~~in ~~Initial~~U.S. ~~Public~~government ~~Offering~~securities, ~~identifying~~ awithin ~~target~~the ~~company~~meaning ~~for~~set forth in Section 2(a)(16) ~~Business~~of ~~Combination.~~the OnInvestment Company ~~August~~Act ~~17,~~of ~~2022~~1940, as amended (the “Investment Company ~~entered~~Act”), ~~into~~with a ~~Business~~maturity ~~Combination~~of ~~Agreement by~~180 ~~and~~days ~~among~~or ~~the Company~~less, ~~Covalto~~or ~~Ltd.,~~in aany ~~Cayman~~open-ended investment ~~Islands exempted~~ company ~~(“Covalto”)~~that ~~and~~holds ~~Covalto~~itself ~~Merger~~out ~~Sub.~~as ~~The~~a ~~Business Combination~~money ~~Agreement~~market ~~and~~fund ~~other~~meeting ~~parties~~the ~~thereto,~~conditions ~~are~~of ~~described~~Rule in2a-7 ~~Note~~of 6.the ~~The~~Investment Company ~~will~~Act, ~~not~~as determined ~~generate~~by ~~any~~the ~~operating~~Company, ~~revenues~~ until ~~after~~ the ~~completion~~earlier of: a(i) ~~Business Combination, at~~ the ~~earliest.~~consummation ~~The~~of ~~Company~~a ~~generates~~Business ~~non-operating~~Combination ~~income~~or in(ii) the ~~form~~distribution of ~~interest~~the ~~income from~~funds in the ~~proceeds~~Trust ~~derived~~Account ~~from~~to the ~~Initial~~Company’s ~~Public~~shareholders, ~~Offering~~as described below.

~~The~~On ~~registration~~February ~~statement for~~15, 2022, the underwriters ~~Company’s~~partially ~~Initial~~exercised ~~Public~~their ~~Offering~~over-allotment ~~was~~option, ~~declared~~resulting ~~effective~~in onan ~~February~~additional 71,450,000 ~~2022.~~Public OnShares ~~February~~issued ~~10,~~for ~~2022,~~an ~~the Company consummated~~aggregate ~~the~~amount ~~Initial Public Offering~~ of 10$14,~~000~~500,000. ~~units~~A ~~(the~~total ~~“Units”~~of ~~and~~$14,790,000 ~~with~~was ~~respect~~deposited tointo the ~~Class~~Trust AAccount, ~~ordinary~~bringing ~~shares included in~~ the ~~Units~~aggregate ~~sold,~~proceeds ~~the~~held ~~“Public~~in ~~Shares” or~~ the ~~“Class~~Trust Account Ato ~~Ordinary Shares”), generating gross proceeds of~~ $~~100~~116,~~000~~790,000~~, which is described in Note 3~~.

~~Simultaneously~~Transaction ~~with~~costs ~~the closing~~amounted ofto ~~the Initial Public Offering~~$3,888,278, ~~the~~consisting ~~Company consummated the sale~~ of 5$2,~~500~~290,000 ~~warrants~~of ~~(each~~underwriting fees, ~~a “Private Placement Warrant”~~ and, ~~collectively, the “Private Placement Warrants”) at a price of~~ $1~~.00 per Private Placement Warrant in a private placement to LIV Capital Acquisition Sponsor II~~, ~~L.P. (the “Sponsor”) and EarlyBirdCapital~~598,278 ~~Inc. (and/or their designees), generating gross proceeds~~ of ~~$5,500,000,~~other ~~which~~offering ~~is described in Note 4~~costs.

~~Following~~While the ~~closing of~~Company’s ~~the~~management ~~Initial~~has ~~Public~~broad ~~Offering~~discretion onwith ~~February~~respect ~~10,~~to ~~2022,~~the anspecific ~~amount~~application of ~~$102,000,000~~the ~~($10.20~~cash ~~per~~held ~~Unit)~~outside ~~from~~of the ~~net~~Trust ~~proceeds~~Account, substantially all of the ~~sale~~net proceeds of the ~~Units~~ ~~in the~~ Initial Public Offering and the sale of the Private Placement Warrants, ~~was~~which are placed in ~~a trust account (~~the “Trust ~~Account”),~~ ~~will~~Account beare ~~held~~intended into ~~cash~~be ~~items~~applied orgenerally ~~invested~~toward inconsummating Ua Business Combination.S. ~~government~~There ~~securities,~~is ~~within~~no assurance that the ~~meaning~~Company ~~set~~will be ~~forth~~able into ~~Section~~complete 2(a~~)(16)~~ ofBusiness ~~the~~Combination ~~Investment~~ successfully. The Company ~~Act~~must ofcomplete ~~1940,~~a asBusiness ~~amended~~Combination ~~(the~~with ~~“Investment~~one ~~Company~~or ~~Act”),~~more ~~with~~target abusinesses that ~~maturity~~together ofhave ~~180~~an ~~days~~aggregate orfair ~~less,~~market orvalue inof ~~any~~at ~~open-ended investment~~least ~~company~~80% ~~that~~of ~~holds~~the ~~itself~~value ~~out~~of the Trust Account (as adefined ~~money~~below) ~~market~~(excluding ~~fund~~the deferred ~~meeting~~underwriting commissions and taxes payable on income earned on the ~~conditions~~Trust ofAccount) ~~Rule~~at ~~2a-7~~the time of the ~~Investment~~agreement ~~Company~~to ~~Act,~~enter asinto ~~determined~~an byinitial ~~the~~Business Combination. The Company, ~~until~~will ~~the~~only ~~earlier~~complete ~~of:~~a ~~(i)~~Business Combination if the ~~consummation~~post-transaction ofcompany aowns ~~Business~~or ~~Combination~~acquires 50% or ~~(ii)~~more of the ~~distribution~~outstanding voting securities of the ~~funds~~ target or otherwise acquires a controlling interest in the ~~Trust~~target ~~Account~~sufficient for it not to ~~the~~be ~~Company’s~~required ~~shareholders,~~to register as ~~described~~an ~~below~~investment company under the Investment Company Act.

OnThe ~~February~~Company ~~15,~~will ~~2022,~~provide ~~the~~its ~~underwriters~~shareholders ~~partially~~with ~~exercised~~the ~~their~~opportunity ~~over-allotment~~to ~~option,~~redeem ~~resulting~~all inor ana ~~additional~~portion ~~1,450,000~~of their Public Shares ~~issued~~upon ~~for~~the ancompletion ~~aggregate~~of a Business Combination either ~~amount~~(i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of ~~$14,500,000~~a tender offer. The Adecision ~~total~~as to whether the Company will seek shareholder approval of ~~$14~~a Business Combination or conduct a tender offer will be made by the Company,~~790,000~~ ~~was~~solely ~~deposited~~in ~~into~~its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, ~~bringing~~(initially $10.20 per share) as of two business days prior to the ~~aggregate~~completion ~~proceeds~~of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to ~~$116,790,000~~the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~Transaction costs amounted to $3,888,278, consisting of $2,290,000 of underwriting fees, and $1,598,278 of other offering costs.~~5

5LIV CAPITAL ACQUISITION CORP. II

~~LIV~~NOTES ~~CAPITAL~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~FINANCIAL IISTATEMENTS

~~NOTES~~MARCH TO31, ~~CONDENSED FINANCIAL STATEMENTS~~2023

~~SEPTEMBER 30, 2022~~(Unaudited)

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote and a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (~~Unaudited~~“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

~~While~~If the Company~~’s management~~ ~~has~~seeks ~~broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially~~shareholder ~~all~~approval of ~~the~~a ~~net~~Business ~~proceeds~~Combination ofand ~~the~~it ~~Initial~~does ~~Public~~not ~~Offering~~conduct ~~and~~redemptions ~~the~~pursuant ~~sale~~to of the ~~Private~~tender ~~Placement~~offer ~~Warrants~~rules, ~~which are placed in~~ the ~~Trust~~Company’s ~~Account~~Amended ~~are~~and ~~intended~~Restated toMemorandum beand ~~applied~~Articles ~~generally~~of ~~toward~~Association ~~consummating~~provides ~~a Business Combination. There is no assurance~~ that ~~the Company will be able to complete~~ a ~~Business~~public ~~Combination~~shareholder, ~~successfully.~~together ~~The Company must complete a Business Combination~~ with ~~one~~any oraffiliate ~~more~~of ~~target~~such ~~businesses that~~shareholder ~~together~~or ~~have~~any another ~~aggregate~~person ~~fair~~with ~~market~~whom ~~value~~such ofshareholder atis ~~least~~acting ~~80%~~in ofconcert ~~the~~or ~~value~~as ofa ~~the~~“group” ~~Trust Account~~ (as defined ~~below)~~under ~~(excluding~~Section 13 of the ~~deferred underwriting~~Securities ~~commissions~~Exchange Act of 1934, ~~and~~as ~~taxes~~amended ~~payable on income earned on~~ (the ~~Trust Account~~“Exchange Act”)), atwill ~~the~~be ~~time~~restricted offrom ~~the agreement to enter into an initial~~redeeming ~~Business~~its ~~Combination.~~shares ~~The~~with ~~Company~~respect ~~will~~to ~~only complete a Business Combination if the post-transaction company owns or acquires 50~~15% or more of ~~the outstanding voting securities~~ of the ~~target~~Public orShares ~~otherwise~~without ~~acquires a controlling interest in~~ the ~~target~~Company’s ~~sufficient~~prior ~~for~~written ~~it not to be required to register as an investment company under the Investment Company Act~~consent.

The ~~Company~~Sponsor ~~will~~has ~~provide~~agreed (a) to waive its ~~shareholders~~redemption rights with ~~the~~respect ~~opportunity~~ to ~~redeem~~any ~~all~~Founder orShares aand ~~portion~~Public ofShares ~~their~~held ~~Public~~by ~~Shares~~it ~~upon~~in connection with the completion of a Business ~~Combination~~ ~~either~~Combination (~~i) in~~and ~~connection~~not ~~with~~seek ato ~~shareholder~~sell ~~meeting~~its ~~called~~shares to ~~approve~~the Company in any tender offer the Company undertakes in connection with its initial Business Combination) orand (iib) bynot ~~means~~to propose an amendment to the Amended and Restated Memorandum and Articles of aAssociation ~~tender~~(i) that ~~offer.~~would ~~The~~affect ~~decision~~the asability of holders of Public Shares to ~~whether~~convert ~~the~~or ~~Company~~sell ~~will~~their ~~seek~~shares ~~shareholder~~to ~~approval~~the ofCompany in connection with a Business Combination or ~~conduct~~to amodify ~~tender~~the ~~offer~~substance ~~will be~~or ~~made~~timing byof the Company,’s ~~solely~~obligation into ~~its~~redeem ~~discretion.~~100% ~~The~~of ~~shareholders~~the ~~will~~Public beShares ~~entitled~~if tothe ~~redeem~~Company ~~their~~does ~~shares~~not ~~for~~ complete a ~~pro~~Business ~~rata~~Combination ~~portion~~within of15 months from the ~~amount~~ ~~held~~closing inof the ~~Trust~~Public ~~Account~~Offering (~~initially~~extendable ~~$10.20~~at ~~per~~the ~~share)~~sponsor’s asoption ofto ~~two~~up to 18 months) or (ii) ~~business~~with ~~days~~respect ~~prior~~to any other provision relating to ~~the~~shareholders’ ~~completion~~rights ofor apre-initial Business Combination, ~~including~~activity, ~~any~~unless ~~pro~~the ~~rata~~Company ~~interest~~provides ~~earned~~the onpublic shareholders with the ~~funds~~opportunity ~~held~~to redeem their Public Shares in ~~the~~conjunction ~~Trust~~with any ~~Account~~such amendment and (c) that the Founder Shares shall not ~~previously~~participate ~~released~~in toany ~~the~~liquidating ~~Company~~distributions toupon ~~pay~~winding ~~its~~up ~~tax~~if a Business ~~obligations~~Combination is not consummated. ~~There~~However, the Sponsor will be noentitled ~~redemption~~to ~~rights~~liquidating ~~upon~~distributions from the ~~completion~~Trust ofAccount awith ~~Business~~respect to ~~Combination~~any ~~with~~Public ~~respect~~Shares topurchased during or after the Initial Public Offering if the Company’s ~~warrants~~fails to complete its Business Combination.

The Company will ~~proceed with~~have auntil ~~Business~~February ~~Combination~~10, ~~only~~2024 if (the ~~Company~~“Combination Period”) ~~has~~to ~~net~~consummate ~~tangible assets of at least $5,000,001 upon such completion of~~ a Business Combination ~~and,~~. ifIf the Company ~~seeks~~is ~~shareholder~~unable ~~approval,~~to itcomplete ~~receives an ordinary resolution under Cayman Islands law approving~~ a Business Combination~~, which~~ ~~requires~~within the ~~affirmative~~Combination Period, ~~vote of a majority of~~ the ~~shareholders~~Company ~~who~~will ~~attend~~(i) cease ~~and~~all ~~vote~~operations ~~and~~except afor ~~general~~the ~~meeting~~purpose of ~~the~~winding ~~Company.~~up, If(ii) as apromptly ~~shareholder vote~~as isreasonably ~~not~~possible but ~~required~~no ~~and~~more ~~the~~than ~~Company~~10 business ~~does~~days ~~not~~thereafter, ~~decide~~redeem to100% ~~hold~~of athe ~~shareholder~~outstanding ~~vote~~Public ~~for~~Shares, ~~business~~at ora ~~other~~per-share ~~legal reasons~~price, ~~the~~payable ~~Company~~in ~~will~~cash, ~~pursuant~~equal to ~~its~~the ~~Amended~~aggregate ~~and~~amount ~~Restated~~then ~~Memorandum~~on ~~and~~deposit ~~Articles~~in ofthe ~~Association~~Trust Account, ~~conduct~~including ~~the~~interest ~~redemptions~~earned ~~pursuant~~(less up to ~~the~~$100,000 ~~tender offer rules~~ of ~~the~~interest ~~Securities~~to ~~and~~pay dissolution ~~Exchange~~expenses ~~Commission (“SEC”),~~ and ~~file~~which ~~tender~~interest ~~offer~~shall ~~documents containing substantially the same information as would~~ be ~~included~~net inof ataxes ~~proxy~~payable), ~~statement~~divided ~~with~~by the ~~SEC~~number ~~prior~~of tothen ~~completing~~outstanding aPublic ~~Business~~Shares, ~~Combination.~~which redemption Ifwill ~~the~~completely ~~Company~~extinguish ~~seeks~~public ~~shareholder~~shareholders’ ~~approval in~~rights ~~connection~~as ~~with~~shareholders a(including ~~Business Combination,~~ the ~~Sponsor~~right ~~has agreed~~ to ~~vote~~receive ~~its~~further ~~Founder~~liquidation distributions, ~~Shares~~if ~~and~~ any), ~~Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination~~ and to(iii) as ~~waive~~promptly ~~its~~as ~~redemption~~reasonably ~~rights~~possible ~~with~~following ~~respect to any~~ such ~~shares in~~redemption, ~~connection~~subject ~~with a shareholder vote~~ to ~~approve~~the aapproval ~~Business~~of ~~Combination~~the orremaining shareholders ~~seek~~and ~~to sell any shares to~~ the Company’s inboard aof ~~tender~~directors, ~~offer~~dissolve ~~in connection~~and ~~with a Business Combination. Additionally~~liquidate, subject toin ~~the~~each ~~immediately~~case ~~succeeding~~to ~~paragraph,~~its ~~each~~obligations ~~public~~under ~~shareholder~~Cayman Islands ~~may~~law ~~elect~~ to ~~redeem~~provide ~~their~~for ~~Public~~claims ~~Shares,~~of ~~without~~creditors ~~voting,~~ and ifthe ~~they~~requirements ~~do vote, irrespective~~ of ~~whether~~other ~~they~~applicable ~~vote for or against a proposed Business Combination~~law.

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent.6

6LIV CAPITAL ACQUISITION CORP. II

~~LIV~~NOTES ~~CAPITAL~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~FINANCIAL IISTATEMENTS

~~NOTES~~MARCH TO31, ~~CONDENSED FINANCIAL STATEMENTS~~2023

~~SEPTEMBER 30, 2022~~(Unaudited)

~~(Unaudited)~~On January 3, 2023, Covalto filed an F-4 Registration Statement with the Securities and Exchange Commission. On February 17, 2023, Covalto filed an Amendment to the F-4 Registration Statement with the Securities and Exchange Commission.

~~The~~On ~~Sponsor~~April ~~has~~7, ~~agreed~~2023, ~~(a) to~~the Company ~~waive~~filed ~~its~~a ~~redemption~~definitive ~~rights~~proxy ~~with~~statement ~~respect~~seeking toshareholder ~~any~~approval ~~Founder~~to ~~Shares~~amend ~~and~~the ~~Public~~Company’s ~~Shares~~amended ~~held~~and byrestated itmemorandum inand ~~connection~~articles of ~~with~~association (the ~~completion~~“Charter”) ofin aorder ~~Business Combination~~to (~~and~~i) ~~not~~extend ~~seek to sell its shares to~~ the ~~Company~~date inby ~~any~~which ~~tender offer~~ the Company ~~undertakes~~must inconsummate ~~connection with~~ its initial business ~~Business~~combination, ~~Combination)~~cease ~~and~~its ~~(b) not~~operations toand ~~propose~~redeem anall ~~amendment~~of toits ~~the~~Class ~~Amended~~A ~~and~~ordinary ~~Restated~~shares ~~Memorandum~~(the ~~and~~“Extension ~~Articles~~Proposal”), ~~of Association~~ (iii) ~~that~~ provide ~~would~~for ~~affect~~ the ~~ability~~right of ~~holders~~a holder of ~~Public~~Class ~~Shares~~B toordinary ~~convert or sell their~~ shares toof the Company into ~~connection~~convert ~~with~~such aClass ~~Business~~B ~~Combination or~~ordinary toshares ~~modify~~into ~~the~~Class ~~substance~~A orordinary ~~timing~~shares on ofa ~~the~~one-for-one ~~Company’s~~basis ~~obligation~~prior to ~~redeem~~the ~~100%~~closing of ~~the~~a ~~Public~~business ~~Shares~~combination ifat the ~~Company~~election ~~does~~of ~~not~~the ~~complete a~~holder, ~~Business~~(iii) ~~Combination~~approve ~~within 15 months from~~ the ~~closing~~adjournment of the ~~Public~~extraordinary ~~Offering~~general ~~(extendable~~meeting ~~at the sponsor’s option~~ to upa ~~to 18~~later ~~months)~~date or ~~(ii) with~~dates, ~~respect~~if necessary, to ~~any~~permit ~~other~~further ~~provision~~solicitation ~~relating~~and tovote ~~shareholders’~~of ~~rights~~proxies orin ~~pre-initial~~the ~~Business Combination~~event ~~activity,~~that ~~unless~~there ~~the~~are ~~Company~~insufficient ~~provides~~votes ~~the~~for, ~~public~~or ~~shareholders~~otherwise in connection with, the ~~opportunity~~approval toof ~~redeem~~the ~~their~~Extension ~~Public~~Proposal ~~Shares~~and in(iv) ~~conjunction~~to ~~with any~~eliminate ~~such~~from ~~amendment~~the ~~and~~Charter ~~(c)~~ the limitation that the ~~Founder~~Company ~~Shares~~ shall not ~~participate~~redeem inClass ~~any~~A ~~liquidating~~ordinary ~~distributions~~shares ~~upon~~included ~~winding~~as uppart ifof athe ~~Business Combination~~units issold ~~not~~in ~~consummated. However,~~ the ~~Sponsor~~initial public ~~will~~offering be(including ~~entitled~~any toshares ~~liquidating~~issued ~~distributions~~in ~~from~~exchange ~~the~~thereof) ~~Trust Account with respect~~ to ~~any~~the ~~Public~~extent ~~Shares~~that ~~purchased~~such ~~during~~redemption orwould ~~after~~cause the ~~Initial Public Offering if the~~ Company’s net ~~fails~~tangible assets to ~~complete~~be ~~its~~less ~~Business~~than ~~Combination~~$5,000,001.

~~The~~On ~~Company~~April ~~will have until May~~ 10, 2023 ~~(15 months (extendable at the sponsor’s option to up to August 10~~, ~~2023 (18 months)) from~~ the ~~closing~~Company ofamended the ~~Initial Public~~Original ~~Offering) (the “Combination Period”) to consummate a~~ Business Combination~~. However~~ Agreement, ifentering ~~the~~into ~~Company anticipates that it may not be able to consummate~~ the ~~initial~~Second ~~business~~Business ~~combination~~Combination ~~within 15 months~~Agreement, (the ~~Company~~“Business ~~may,~~Combination byAgreement”) ~~resolution~~extending of the ~~board of directors~~extension atdate ~~the~~from ~~option~~May ~~of the sponsor~~10, ~~extend~~2023 ~~the period of time~~ to ~~consummate~~February an10, ~~initial~~2024. ~~business~~For ~~combination~~each bymonth ancommencing ~~additional~~on ~~three~~May ~~months~~10, ~~for a~~2023 ~~total~~until ~~of up 18 months from~~ the ~~closing~~earlier of: ~~the Initial public offering~~ (~~such period as extended, the “Extension Period”~~1)~~, subject~~ to the ~~sponsor~~termination ~~contributing $0.10 to the trust account for each unit sold in the Initial public offering in the form~~ of ~~a non-interest~~this ~~bearing~~Agreement ~~loan~~in ~~which~~accordance ~~would~~with beSection ~~repaid upon consummation of an initial business combination~~10.1; ~~The~~and ~~Company~~(2) ~~intends to issue a press release prior to~~ the ~~expiration of the initial 15-~~month ~~period~~commencing ~~announcing~~on ~~whether~~January ~~the~~10, ~~Company~~2024 is(but ~~extending~~including ~~the time period to consummate~~ a ~~business combination.~~deposit ~~The~~for ~~shareholders~~such ~~will not be entitled to vote on~~month), deposit or ~~redeem~~cause ~~their shares in connection with, such an extension. Pursuant~~ to ~~the~~be ~~terms~~deposited ofinto the ~~amended~~Trust ~~and~~Account ~~restated~~(such ~~memorandum and articles of association~~period, inthe ~~order~~“Extension toPeriod”) ~~extend~~ the ~~period~~lesser of ~~time~~(i) ~~to consummate an initial business combination in such a manner, the sponsor must deposit~~ $1135,000~~,000, or up to $1,150,000 depending on the extent to which~~ ~~the~~and ~~underwriters’ over-allotment~~(ii) ~~option~~an isaggregate ~~exercised, into the trust account on or prior to the date~~ of ~~the~~$0.035 ~~deadline,~~per ~~for~~public ~~the three-month~~LIVB ~~extension.~~Class ~~This~~A ~~feature~~Ordinary isShare ~~different~~(other than ~~many other special purpose acquisition companies, in which~~ any ~~extension~~Class ofA ~~the company’s~~Ordinary ~~period~~Share toconverted ~~consummate~~from ~~an initial business combination would require~~ a ~~vote~~LIVB ~~of the company’s shareholders and in connection~~Class ~~with~~B ~~such~~Ordinary ~~vote~~Share) ~~shareholders~~that ~~would~~remains ~~have~~outstanding ~~the~~and ~~right to redeem their public shares. If the Company~~ is ~~unable~~not toredeemed ~~complete~~in aconnection ~~Business~~with ~~Combination within~~ the ~~Combination~~Extension ~~Period,~~ (the ~~Company~~“Extension ~~will~~ Contribution”) (ix) ~~cease~~ ~~all~~not ~~operations~~later ~~except~~than ~~for~~three ~~the purpose of winding up,~~ (ii3) as ~~promptly as~~Business ~~reasonably~~Days ~~possible~~prior ~~but~~to noMay ~~more than~~ 10 ~~business days thereafter~~, ~~redeem 100% of the outstanding Public Shares~~2023, ~~at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses~~ and ~~which interest shall be net of taxes payable~~(y), ~~divided~~for byeach ~~the~~additional ~~number of then outstanding Public Shares~~contribution, ~~which~~on ~~redemption~~or ~~will~~before ~~completely extinguish public shareholders’ rights as shareholders (including~~ the ~~right~~date ~~to receive~~that ~~further~~is ~~liquidation~~three ~~distributions, if any), and~~ (~~iii~~3) as ~~promptly~~Business asDays ~~reasonably~~prior ~~possible following such redemption, subject~~ to the ~~approval~~ of10th ~~the~~day ~~remaining~~of ~~shareholders~~such ~~and~~calendar ~~the Company’s board of directors~~month, ~~dissolve~~by ~~and~~wire ~~liquidate,~~transfer ~~subject~~ (in ~~each~~accordance ~~case~~with towire ~~its~~instructions specified ~~obligations~~by ~~under~~LIVB ~~Cayman Islands law~~ to ~~provide~~Covalto) ~~for~~in ~~claims~~immediately ofavailable ~~creditors and the requirements of other applicable law~~funds.

7The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~LIV~~Risks ~~CAPITAL~~and ~~ACQUISITION CORP. II~~Uncertainties

~~NOTES~~Management TOcontinues ~~CONDENSED~~to ~~FINANCIAL~~evaluate the ~~STATEMENTS~~impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~SEPTEMBER~~On 30March 10, ~~2022~~2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits of $5,514. As a result of actions by the FDIC, the Company’s insured deposits have been restored.

~~(Unaudited)~~Going Concern

~~The~~As ~~Sponsor~~of ~~has~~March ~~agreed~~31, ~~that it will be liable to the Company~~2023, ~~if and to~~ the ~~extent any claims by a third party (other than the Company’s independent auditors)~~ ~~for services rendered or products sold to the~~ Company, orhad ~~a prospective target business with which the Company has discussed entering into a transaction agreement~~$5,514 ~~reduce the amount of funds~~ in ~~the~~its ~~Trust~~operating ~~Account~~bank toaccounts, ~~below (1)~~ $~~10.20~~119,737,191 ~~per~~in ~~Public~~marketable ~~Share~~securities ~~or (2) such lesser amount per Public Share~~ held in the Trust Account ~~as of the date of the liquidation of the Trust Account due~~ to ~~reductions in the value of trust assets, in each case net of the interest which may~~ be ~~withdrawn~~used tofor ~~pay taxes, except as to any claims by~~ a ~~third party~~Business ~~who~~Combination ~~executed~~or ~~a waiver of any and all rights~~ to ~~seek~~repurchase ~~access~~or toredeem ~~the~~stock ~~Trust~~in ~~Account~~connection therewith and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a ~~third~~working ~~party, the~~capital ~~Sponsor~~deficit ~~will not be responsible to the extent~~ of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors$7, ~~service providers (other than the Company’s independent auditors)~~109, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account660.

~~Risks~~Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and ~~Uncertainties~~evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.7

~~Going~~LIV ~~Concern~~CAPITAL ACQUISITION CORP. II

AsNOTES ofTO ~~September~~CONDENSED ~~30,~~FINANCIAL 2022, the Company had $3,998 in its operating bank accounts, $117,493,883 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $5,663,663.STATEMENTS

~~Until~~MARCH ~~the consummation of a Business Combination~~31, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.2023

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (~~Note 5~~Unaudited). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company has no borrowings under the Working Capital Loans.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s ~~assessment~~officers ofand ~~going~~directors ~~concern~~may, ~~considerations~~but inare ~~accordance~~not ~~with~~obligated ~~Financial~~to, ~~Accounting~~loan ~~Standard~~the ~~Board’s~~Company ~~(“FASB”)~~Working ~~Accounting Standards~~Capital ~~Codification~~Loans (~~“ASC”~~Note 5). ~~Subtopic~~Except ~~205-40~~for the foregoing, ~~“Presentation~~the terms of ~~Financial~~such ~~Statements~~Working –Capital ~~Going Concern~~Loans,~~” management~~ ~~has~~if ~~determined~~any, ~~that~~have ~~the~~not ~~liquidity~~been ~~condition~~determined and ~~date~~no ~~for~~written ~~mandatory~~agreements ~~liquidation~~exist ~~and~~with ~~dissolution~~respect ~~raise~~to ~~substantial~~such ~~doubt~~loans. ~~about~~The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the ~~Company~~lender’s discretion, ~~ability~~up to ~~continue~~$1.5 asmillion aof ~~going~~such ~~concern~~Working ~~through~~Capital ~~one~~Loans ~~year~~may ~~from~~be ~~the~~convertible ~~date~~into ~~these~~warrants ~~condensed~~at ~~financial~~a ~~statements were~~price ~~issued~~of $1.00 Noper ~~adjustments~~warrant. ~~have~~The ~~been~~warrants would ~~made~~be identical to the ~~carrying~~Private ~~amounts~~Placement Warrants. As of ~~assets~~March or31, ~~liabilities~~2023 ~~should~~and December 31, 2022, the Company behas ~~required~~no toborrowings ~~liquidate~~under ~~after~~the ~~May~~Working ~~10,~~Capital ~~2023~~Loans.

8In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date these unaudited condensed financial statements were issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 10, 2024.

~~LIV~~NOTE ~~CAPITAL~~2. ~~ACQUISITION~~SUMMARY ~~CORP.~~OF IISIGNIFICANT ACCOUNTING POLICIES

~~NOTES~~Basis TOof ~~CONDENSED FINANCIAL STATEMENTS~~Presentation

~~SEPTEMBER~~The 30accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, ~~2022~~pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~(Unaudited)~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on April 13, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

~~NOTE~~Emerging 2.Growth ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Company

~~Basis~~The Company is an “emerging growth company,” as defined in Section 2(a) of ~~Presentation~~the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for the Company’s securities and the prices of the Company’s securities may be more volatile.

~~The~~Further, ~~accompanying~~section ~~unaudited~~102(b)(1) of ~~condensed~~the ~~financial~~JOBS ~~statements~~Act ~~have~~exempts ~~been~~emerging ~~prepared~~growth incompanies ~~accordance~~from ~~with~~being ~~accounting~~required ~~principles~~to ~~generally~~comply ~~accepted~~with innew ~~the~~or ~~United~~revised ~~States~~financial ofaccounting standards until ~~America~~private companies (~~“GAAP”)~~that ~~for~~is, ~~interim~~those ~~financial~~that ~~information~~have ~~and~~not inhad ~~accordance~~a ~~with~~Securities ~~the~~Act ~~instructions~~registration tostatement ~~Form~~declared ~~10-Q~~effective ~~and~~or ~~Article~~do 8not ofhave ~~Regulation S-X~~a class of securities registered under the ~~SEC.~~Exchange Act) ~~Certain~~are ~~information~~required orto ~~footnote~~comply ~~disclosures~~with ~~normally~~the ~~included~~new inor revised financial ~~statements~~accounting ~~prepared~~standards. The inJOBS ~~accordance~~Act ~~with~~provides ~~GAAP have~~that ~~been~~an ~~condensed~~emerging orgrowth ~~omitted,~~company ~~pursuant~~can elect to opt out of the ~~rules~~extended transition period and ~~regulations~~comply ofwith the ~~SEC~~requirements that ~~for~~apply ~~interim~~to ~~financial~~non-emerging ~~reporting~~growth companies but any such election to opt out is irrevocable. ~~Accordingly,~~The ~~they~~Company do has elected not ~~include~~to ~~all~~opt ~~the~~out ~~information~~of such ~~and~~extended ~~footnotes~~transition ~~necessary~~period ~~for~~which means that when a ~~complete~~standard ~~presentation~~is ofissued ~~financial~~or ~~position~~revised and it has different application dates for public or private companies, ~~results~~the ofCompany, ~~operations~~as an emerging growth company, can adopt the new or ~~cash~~revised standard at the time private companies ~~flows~~adopt the new or revised standard. InThis ~~the~~may ~~opinion~~make comparison of ~~management,~~ the ~~accompanying~~Company’s unaudited condensed financial statements ~~include~~with ~~all~~another public ~~adjustments,~~company ~~consisting~~which ~~of a~~is ~~normal~~neither ~~recurring~~an ~~nature,~~emerging ~~which~~growth ~~are~~company ~~necessary~~nor ~~for~~an aemerging ~~fair~~growth ~~presentation~~company which has opted out of using the ~~financial~~extended ~~position,~~transition period ~~operating~~difficult ~~results~~or ~~and~~impossible ~~cash~~because ~~flows~~of ~~for~~ the ~~periods~~potential ~~presented~~differences in accounting standards used.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 9, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 16, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

~~Emerging~~LIV ~~Growth~~CAPITAL ~~Company~~ACQUISITION CORP. II

~~The~~NOTES ~~Company~~TO isCONDENSED anFINANCIAL “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for the Company’s securities and the prices of the Company’s securities may be more volatile.STATEMENTS

~~Further,~~MARCH ~~section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is~~31, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.2023

9(Unaudited)

~~LIV~~Use ~~CAPITAL~~of ~~ACQUISITION CORP. II~~Estimates

~~NOTES~~The TOpreparation ~~CONDENSED~~of ~~FINANCIAL~~the ~~STATEMENTS~~unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

~~SEPTEMBER~~Making 30estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, ~~2022~~situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~(Unaudited)~~Cash and Cash Equivalents

~~Use~~The Company considers all short-term investments with an original maturity of ~~Estimates~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

~~The~~Marketable ~~preparation~~Securities ofHeld ~~the unaudited condensed financial statements~~ in ~~conformity~~Trust with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.Account

~~Making~~At ~~estimates~~March ~~requires management~~31, to2023 ~~exercise~~and ~~significant~~December 31, ~~judgment.~~2022, Itsubstantially isall atof ~~least~~the ~~reasonably~~assets ~~possible~~held ~~that~~in the ~~estimate~~Trust ofAccount ~~the~~were ~~effect~~held U.S. Treasury securities. All of athe ~~condition,~~Company’s ~~situation~~investments orheld ~~set~~in ofthe ~~circumstances~~Trust ~~that~~Account ~~existed~~are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the ~~date~~end of each reporting period. Gains and losses resulting from the ~~unaudited~~change ~~condensed~~in ~~financial~~fair ~~statements,~~value ~~which~~of ~~management~~investments ~~considered~~held in ~~formulating~~Trust Account are ~~its~~included ~~estimate,~~in ~~could~~interest ~~change~~earned on marketable securities held in Trust Account in the ~~near~~accompanying ~~term~~statements ~~due~~of tooperations. ~~one~~The orestimated fair ~~more~~values ~~future~~of ~~confirming~~investments ~~events.~~held ~~Accordingly,~~in ~~the~~Trust ~~actual~~Account ~~results~~are ~~could~~determined ~~differ significantly~~using ~~from~~available ~~those~~market ~~estimates~~information.

~~Cash~~Offering ~~and Cash Equivalents~~Costs

The Company ~~considers~~complies ~~all~~with ~~short~~the requirements of ASC 340-~~term~~10-S99-1 ~~investments~~and ~~with~~SEC anStaff ~~original~~Accounting ~~maturity~~Bulletin Topic 5A – “Expenses of ~~three months~~Offering”. orOffering costs ~~less~~consist ~~when~~of ~~purchased~~underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to bethe ~~cash~~Initial ~~equivalents~~Public Offering. ~~The~~Offering ~~Company~~costs ~~did~~are ~~not~~allocated to the separable financial instruments issued in the Initial Public Offering ~~have~~based ~~any~~on ~~cash~~a ~~equivalents~~relative asfair ofvalue ~~September~~basis, 30compared to total proceeds received. Offering costs amounted to $3,888,278 ~~2022~~which were charged to shareholders’ equity upon the completion of the Initial Public Offering and ~~December~~the ~~31,~~partial ~~2021~~exercise of the over-allotment option.

~~Marketable~~Income ~~Securities Held in Trust Account~~Taxes

AtThe ~~September~~Company ~~30,~~accounts ~~2022,~~for ~~substantially~~income ~~all~~taxes ofunder ~~the~~ASC 740, ~~assets~~Income ~~held~~Taxes ~~in the Trust Account were held U~~(“ASC 740”).S. ~~Treasury~~ASC 740 ~~securities.~~requires ~~All of~~ the ~~Company’s~~recognition ~~investments~~of ~~held~~deferred intax ~~the Trust~~assets ~~Account~~and ~~are~~liabilities ~~classified~~for asboth ~~trading~~the ~~securities.~~expected ~~Trading~~impact ~~securities~~of ~~are~~differences ~~presented~~between on the ~~balance~~financial ~~sheet~~statement atand ~~fair~~tax ~~value~~basis atof ~~the~~assets ~~end~~and ofliabilities ~~each reporting~~and ~~period.~~for ~~Gains~~the ~~and~~expected ~~losses~~future ~~resulting~~tax ~~from~~benefit ~~the~~to ~~change~~be inderived ~~fair~~from ~~value~~tax ofloss ~~investments~~and ~~held~~tax incredit ~~Trust~~carry ~~Account~~forwards. ~~are~~ASC 740 ~~included~~additionally inrequires ~~interest~~a ~~earned~~valuation onallowance ~~marketable~~to ~~securities~~be ~~held~~established inwhen ~~Trust~~it ~~Account~~is inmore ~~the~~likely ~~accompanying~~than ~~unaudited~~not ~~condensed~~that ~~statements~~all ofor ~~operations.~~a ~~The~~portion ~~estimated fair values~~ of ~~investments~~deferred ~~held~~tax ~~in Trust Account are determined using available market information. At December 31, 2021, no~~ assets ~~were~~will ~~held~~not inbe ~~the Trust Account~~realized.

~~Offering~~ASC 740 ~~Costs~~also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company ~~complies~~is ~~with~~considered ~~the~~an ~~requirements~~exempted ofCayman ~~ASC~~Islands ~~340-10-S99-1~~Company and ~~SEC~~is ~~Staff~~presently ~~Accounting~~not ~~Bulletin~~subject ~~Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related~~ to ~~the~~ ~~Initial~~income ~~Public~~taxes ~~Offering.~~or ~~Offering~~income ~~costs~~tax ~~are~~filing ~~allocated~~requirements ~~to the separable financial instruments issued~~ in the ~~Initial~~Cayman ~~Public Offering based on a relative fair value basis~~Islands, ~~compared to total proceeds received. Offering costs amounted to $3,888,278 which were charged to~~ ~~shareholders’~~Mexico ~~equity~~or ~~upon~~ the ~~completion of the Initial Public Offering and the partial exercise of the over-allotment option~~United States.

~~Income~~Net ~~Taxes~~Loss per Ordinary Share

The Company ~~accounts~~complies ~~for~~with ~~income~~accounting ~~taxes~~and ~~under~~disclosure ~~ASC 740,~~requirements ~~Income~~of ~~Taxes~~FASB (“ASC ~~740”).~~ ~~ASC 740~~Topic ~~requires~~260, ~~the~~“Earnings ~~recognition~~Per ofShare”. ~~deferred~~Net ~~tax assets~~loss ~~and~~per ~~liabilities~~ordinary ~~for~~share ~~both~~is ~~the~~computed by ~~expected~~dividing ~~impact~~net ofloss ~~differences~~by ~~between~~ the ~~financial~~weighted ~~statement~~average ~~and~~number ~~tax basis~~ of ~~assets~~ordinary ~~and~~shares ~~liabilities and~~outstanding for the ~~expected~~period. ~~future~~Subsequent ~~tax~~measurement ~~benefit~~of tothe ~~be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires~~redeemable ashares ~~valuation~~of ~~allowance~~Class toA beordinary ~~established~~shares ~~when it~~ is ~~more~~excluded ~~likely~~from ~~than~~net ~~not~~loss ~~that~~per ~~all~~ordinary orshare aas ~~portion~~the ofredemption ~~deferred~~value ~~tax~~approximates ~~assets~~fair ~~will not be realized~~value.

~~ASC 740~~The ~~also~~calculation ~~clarifies~~of diluted net loss per ordinary share does not consider the ~~accounting~~effect ~~for~~of ~~uncertainty~~the inwarrants ~~income~~underlying ~~taxes~~the ~~recognized~~units issued in anconnection ~~enterprise’s~~with ~~financial~~the ~~statements~~(i) ~~and~~Initial Public ~~prescribes~~Offering, a(ii) ~~recognition~~over-allotment ~~threshold~~ option and ~~measurement~~(iii) ~~process~~the ~~for~~private ~~financial~~placement, ~~statement~~since ~~recognition~~the ~~and~~exercise ~~measurement~~of the warrants is contingent upon the occurrence of afuture ~~tax~~events. ~~position~~The ~~taken~~outstanding orwarrants ~~expected~~are exercisable to bepurchase ~~taken~~10,794,167 inClass aA ~~tax~~ordinary ~~return~~shares in the aggregate. ~~For~~As ~~those~~of ~~benefits~~March to31, be2023 ~~recognized~~and 2022, athe ~~tax~~Company ~~position~~did ~~must~~not behave ~~more-likely-than-not~~any toother bedilutive ~~sustained~~securities ~~upon~~or ~~examination~~other bycontracts ~~taxing~~that ~~authorities. ASC 740~~could, ~~also~~potentially, ~~provides~~be exercised ~~guidance~~or onconverted ~~derecognition,~~into ~~classification,~~ordinary ~~interest~~shares and ~~penalties,~~then ~~accounting~~share in ~~interim~~the ~~periods~~earnings of the Company. As a result, ~~disclosure~~diluted net loss per ordinary ~~and~~share ~~transition~~is the same as basic net loss per ordinary share for the periods presented.

~~The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Mexico or the United States.~~9

10LIV CAPITAL ACQUISITION CORP. II

~~LIV~~NOTES ~~CAPITAL~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~FINANCIAL IISTATEMENTS

~~NOTES~~MARCH TO31, ~~CONDENSED FINANCIAL STATEMENTS~~2023

~~SEPTEMBER 30, 2022~~(Unaudited)

The following table reflects the calculation of basic and diluted net loss per ordinary share (~~Unaudited~~in dollars, except share amounts):

Net Loss per Ordinary Share

	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	396,242	$	37,839	$	(11,318	)	$	(5,181	)
Denominator:
Basic and diluted weighted average shares outstanding		11,450,000		1,093,417		6,153,333			2,816,556
Basic and diluted net income (loss) per ordinary share	$	0.03	$	0.03	$	0.00		$	0.00

~~The~~Concentration ~~Company complies with accounting and disclosure requirements~~ of ~~FASB~~Credit ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value.Risk

~~The~~Financial ~~calculation~~instruments ~~of diluted~~that ~~net~~potentially ~~loss~~subject ~~per~~the ~~ordinary~~Company ~~share~~to ~~does~~concentrations ~~not~~of ~~consider~~credit ~~the~~risk ~~effect~~consist of ~~the~~a ~~warrants~~cash ~~underlying~~account ~~the units issued~~ in ~~connection~~a ~~with~~financial ~~the~~institution, ~~(i) Initial Public Offering~~which, ~~(ii)~~at ~~over-allotment option and (iii) the private placement~~times, may ~~since~~exceed the ~~exercise~~Federal ofDepository ~~the~~Insurance ~~warrants~~Coverage ~~is contingent upon the occurrence~~ of ~~future events~~$250,000. The ~~outstanding warrants are exercisable to purchase 10,794,167 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the~~ Company ~~did~~has not ~~have~~experienced ~~any~~losses ~~other~~on ~~dilutive~~this ~~securities~~account orand ~~other contracts that could, potentially,~~management bebelieves ~~exercised or converted into ordinary shares and then share in~~ the ~~earnings of the~~ Company. ~~As a result, diluted net loss per ordinary share~~ is ~~the~~not ~~same~~exposed asto ~~basic~~significant ~~net~~risks ~~loss~~on ~~per~~such ~~ordinary share for the periods presented~~account.

~~The~~Fair ~~following~~Value ~~table reflects the calculation~~ of ~~basic~~Financial ~~and diluted net loss per ordinary share (in dollars, except share amounts):~~Instruments

	Three Months Ended September 30,										Nine Months Ended September 30,						For the period from February 11, 2021 (inception) through September 30,
	2022						2021				2022						2021
	Class A ordinary shares subject to redemption			Non-redeemable Class A and Class B ordinary shares			Class A ordinary shares subject to redemption		Non-redeemable Class A and Class B ordinary shares		Class A ordinary shares subject to redemption			Non-redeemable Class A and Class B ordinary shares			Class A ordinary shares subject to redemption		Non-redeemable Class A and Class B ordinary shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(935,333	)	$	(169,824	)	$	—	$	—	$	(1,545,197	)	$	(419,844	)	$	—	$	(7,393	)
Denominator:
Basic and diluted weighted average shares outstanding		11,450,000			2,078,927			—		2,875,000		9,703,846			2,636,626			—		1,903,664
Basic and diluted net loss per ordinary share	$	(0.08	)	$	(0.08	)	$	—	$	—	$	(0.16	)	$	(0.16	)	$	—	$	(0.01	)

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

11The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~LIV~~Level ~~CAPITAL~~1 ~~ACQUISITION~~— Assets and ~~CORP~~liabilities with unadjusted, quoted prices listed on active market exchanges. IIInputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

~~NOTES~~Level TO2 ~~CONDENSED~~— Inputs to ~~FINANCIAL~~the ~~STATEMENTS~~fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

~~SEPTEMBER~~Level 303 — Inputs to the fair value measurement are unobservable inputs, ~~2022~~such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company valued the EBC Founder Shares (~~Unaudited~~as defined in Note 7) and the over-allotment liability based on Level 3 inputs, see Note 8.

~~Concentration~~Derivative ofFinancial ~~Credit Risk~~Instruments

~~Financial~~The ~~instruments~~Company ~~that~~evaluates its ~~potentially~~financial ~~subject~~instruments ~~the~~to ~~Company~~determine toif ~~concentrations~~such ofinstruments ~~credit~~are ~~risk~~derivatives ~~consist~~or ofcontain afeatures ~~cash~~that ~~account~~qualify as embedded derivatives in aaccordance with ~~financial~~ASC ~~institution~~Topic 815, ~~which~~Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at ~~times~~its fair value on the grant date and is then re-valued at each reporting date, with ~~may~~changes ~~exceed~~in the ~~Federal~~fair ~~Depository~~value ~~Insurance~~reported ~~Coverage~~in the statement of ~~$250,000~~operations. The ~~Company~~classification ~~has~~of ~~not~~derivative ~~experienced~~instruments, ~~losses~~including onwhether ~~these~~such instruments ~~accounts~~should ~~and~~be ~~management~~recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities ~~believes~~are classified in the ~~Company~~balance issheets ~~not~~as ~~exposed~~current toor ~~significant~~non-current ~~risks~~based on ~~such~~whether ~~accounts~~or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

~~Fair~~The ~~Value~~Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 1,500,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of ~~Financial~~the ~~Instruments~~over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date and applied to the offering cost of the Class A redeemable shares. On February 15, 2022, the underwriters partially exercised their over-allotment option resulting in the forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the balance sheets. See Note 8 for the fair value of the over-allotment option liability.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.10

~~The~~LIV ~~Company~~CAPITAL ~~applies~~ACQUISITION ~~ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework~~CORP. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.II

~~Level~~NOTES 1TO ~~— Assets and~~CONDENSED ~~liabilities~~FINANCIAL with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.STATEMENTS

~~Level~~MARCH ~~2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms~~31, ~~as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.~~2023

~~Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.~~(Unaudited)

~~The~~Class ~~Company~~A ~~valued~~Ordinary ~~the EBC Founder~~ Shares ~~(as~~Subject ~~defined~~to ~~in Note 7) and the over-allotment liability based on Level 3 inputs, see Note 8.~~Possible Redemption

~~Derivative~~The ~~Financial~~Company ~~Instruments~~accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company ~~evaluates~~recognizes ~~its~~changes ~~financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives~~ in ~~accordance with~~redemption ~~ASC~~value ~~Topic 815,~~immediately ~~Derivatives and Hedging. For derivative financial instruments that are accounted for~~ as ~~liabilities,~~they ~~the derivative~~occur ~~instrument is initially recorded at its fair value on the grant date~~ and isadjusts ~~then re-valued at each reporting date, with changes in~~ the ~~fair~~carrying value ~~reported in the statement~~ of ~~operations.~~redeemable ~~The~~ordinary ~~classification~~shares ofto ~~derivative~~equal ~~instruments,~~the ~~including~~redemption ~~whether such instruments~~value ~~should be recorded as liabilities or as equity, is evaluated~~ at the end of each reporting period. ~~Derivative~~Increases ~~liabilities~~or ~~are~~decreases ~~classified~~ in the ~~balance~~carrying ~~sheet~~amount asof ~~current~~redeemable orordinary ~~non-current~~shares ~~based~~are onaffected ~~whether~~by orcharges against ~~not~~additional ~~net~~paid-~~cash~~in ~~settlement~~capital orand ~~conversion~~accumulated ~~of the instrument could be required within 12 months of the balance sheet date~~deficit.

~~The~~At ~~Company~~March ~~granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 1~~31,~~500,000~~ ~~additional~~2023 Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and ~~warrants) of the over-allotment option embodies an obligation to repurchase~~December ~~the~~31, ~~issuer’s equity shares. Accordingly~~2022, the ~~option was fair valued and recorded as a liability at issuance date and applied to the offering cost of the~~ Class A ~~redeemable~~ordinary shares. Onreflected ~~February 15, 2022, the underwriters partially exercised their over-allotment option resulting~~ in the ~~forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the~~ balance sheets. ~~See~~are ~~Note~~reconciled 8in ~~for~~ the ~~fair~~following ~~value of the over-allotment option liability.~~table:

Gross proceeds	$	114,500,000
Less:
Proceeds allocated to Public Warrants		(2,490,375	)
Allocated value of transaction costs to Class A ordinary shares		(3,732,130	)
Plus:
Remeasurement of carrying value to redemption value		10,232,018
Class A ordinary shares subject to possible redemption, December 31, 2022	$	118,509,513
Plus:
Remeasurement of carrying value to redemption value		1,227,678
Class A ordinary shares subject to possible redemption, March 31, 2023	$	119,737,191

~~LIV~~New ~~CAPITAL~~Accounting ~~ACQUISITION CORP. II~~Pronouncements

~~NOTES~~Management TOdoes ~~CONDENSED~~not ~~FINANCIAL~~believe that ~~STATEMENTS~~any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

~~SEPTEMBER~~NOTE ~~30,~~3. ~~2022~~INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and three-quarters of one redeemable warrant (~~Unaudited~~“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (See Note 7). On February 15, 2022, the underwriters partially exercised its over-allotment option, resulting in the sale of an additional 1,450,000 Units for an aggregate amount of $14,500,000.

~~Class~~NOTE A4. ~~Ordinary~~PRIVATE ~~Shares Subject to Possible Redemption~~PLACEMENT

~~The~~Simultaneously ~~Company~~with ~~accounts~~the ~~for~~closing ~~its~~of ~~Class~~the AInitial ~~ordinary~~Public ~~shares~~Offering, ~~subject~~the toSponsor ~~possible~~and ~~redemption~~EarlyBirdCapital, inInc. ~~accordance~~purchased ~~with~~an ~~the~~aggregate ~~guidance~~of in5,500,000 ~~ASC~~Private ~~Topic~~Placement ~~480~~Warrants (representing ~~“Distinguishing~~5,000,000 ~~Liabilities from~~private ~~Equity.”~~warrants ~~Class~~by Aour ~~ordinary~~sponsor ~~shares~~and ~~subject~~500,000 toprivate ~~mandatory~~warrants ~~redemption~~by ~~are~~EarlyBirdCapital, ~~classified~~Inc.) asat a ~~liability~~price ~~instrument~~of ~~and~~$1.00 ~~are measured~~per atPrivate ~~fair~~Placement ~~value.~~Warrant, ~~Conditionally~~from ~~redeemable~~the ~~ordinary~~Company ~~shares~~in ~~(including~~a ~~ordinary~~private ~~shares~~placement. ~~that~~Each ~~feature~~Private ~~redemption~~Placement ~~rights~~Warrant ~~that~~is ~~are~~exercisable ~~either~~for ~~within~~one Class A ~~the~~ordinary ~~control~~share at a price of ~~the~~$11.50 ~~holder~~per orshare, subject to ~~redemption~~adjustment ~~upon~~(see ~~the~~Note 7). ~~occurrence~~The ofproceeds ~~uncertain~~from ~~events~~the ~~not~~sale ~~solely~~of ~~within~~ the ~~Company’s~~Private ~~control)~~Placement ~~are~~Warrants ~~classified~~were asadded ~~temporary~~to ~~equity.~~the Atnet ~~all~~proceeds ~~other~~from ~~times,~~the ~~ordinary~~Initial ~~shares~~Public ~~are~~Offering ~~classified~~held asin ~~shareholders’~~the ~~equity~~Trust Account. ~~The~~If the Company~~’s Class~~ Adoes ~~ordinary~~not ~~shares~~complete a ~~feature~~Business ~~certain~~Combination ~~redemption~~within ~~rights~~the ~~that~~Combination ~~are~~Period, ~~considered~~the toproceeds befrom ~~outside~~the sale of the ~~Company’s~~Private ~~control~~Placement ~~and~~Warrants ~~subject to~~held ~~occurrence~~in ofthe ~~uncertain~~Trust Account ~~future~~will ~~events.~~be ~~Accordingly,~~used atto ~~September~~fund ~~30,~~the ~~2022,~~redemption ~~Class~~of Athe ~~ordinary~~Public ~~shares~~Shares (subject to ~~possible~~the ~~redemption~~requirements ~~are presented~~of atapplicable ~~redemption~~law) ~~value~~and ~~as temporary equity, outside of~~ the ~~shareholders’~~Private ~~equity~~Placement Warrants ~~section~~will ofexpire ~~the Company’s balance sheet~~worthless.

~~The~~On ~~Company~~August ~~recognizes~~16, ~~changes in~~2022, ~~redemption~~the ~~value~~Company executed ~~immediately as they occur and adjusts~~ the ~~carrying~~Redemption ~~value~~Agreement of(see ~~redeemable~~Note ~~ordinary~~6) ~~shares~~which toresulted ~~equal~~in the ~~redemption~~Company ~~value at~~purchase ~~the~~and ~~end~~cancellation of ~~each~~1,929,083 ~~reporting~~Founder ~~period.~~Shares ~~Increases~~and redemption ~~or decreases in the carrying amount~~ of ~~redeemable~~3,293,333 ~~ordinary~~Private ~~shares~~Placement ~~are~~Warrants ~~affected~~in byexchange ~~charges against~~for ~~additional~~the ~~paid-in~~Promissory ~~capital~~Note ~~and~~(see ~~accumulated~~Note ~~deficit~~6).

~~At September 30, 2022, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:~~ 11

Gross proceeds	$	114,500,000
Less:
Proceeds allocated to Public Warrants	$	(2,490,375	)
Allocated value of transaction costs to Class A ordinary shares	$	(3,732,130	)
Plus:
Remeasurement of carrying value to redemption value	$	9,216,388
Class A ordinary shares subject to possible redemption	$	117,493,883

LIV CAPITAL ACQUISITION CORP. II

~~New~~NOTES ~~Accounting~~TO ~~Pronouncements~~CONDENSED FINANCIAL STATEMENTS

~~Management~~MARCH ~~does not believe that any recently issued~~31, ~~but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.~~2023

~~NOTE 3. INITIAL PUBLIC OFFERING~~(Unaudited)

~~Pursuant~~NOTE ~~to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10~~5.00 ~~per~~RELATED ~~Unit.~~PARTY Each Unit consist of one Class A ordinary share and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (See Note 7). On February 15, 2022, the underwriters partially exercised its over-allotment option, resulting in the sale of an additional 1,450,000 Units for an aggregate amount of $14,500,000.TRANSACTIONS

~~NOTE~~Founder ~~4. PRIVATE PLACEMENT~~Shares

~~Simultaneously~~On ~~with~~June 28, ~~the~~2021, ~~closing~~the ofSponsor ~~the~~was ~~Initial~~issued ~~Public Offering~~2,875,000 ~~the~~Class B ~~Sponsor~~ordinary ~~and~~shares ~~EarlyBirdCapital,~~(the ~~Inc.~~“Founder ~~purchased~~Shares”) for an aggregate of 5$25,~~500,~~000 ~~Private~~paid ~~Placement~~to ~~Warrants~~cover ~~(representing~~certain ~~5,000,000~~expenses ~~private~~on ~~warrants~~behalf byof ~~our~~the ~~sponsor~~Company. ~~and~~The ~~500,000~~Founder ~~private~~Shares ~~warrants~~will byautomatically ~~EarlyBirdCapital,~~convert ~~Inc.)~~into atClass A aordinary ~~price~~shares ofon ~~$1.00~~the ~~per~~first ~~Private~~business day ~~Placement~~following ~~Warrant, from~~ the ~~Company~~completion inof a ~~private~~Business ~~placement.~~Combination ~~Each~~on ~~Private~~a ~~Placement~~one-for-one ~~Warrant~~basis, issubject ~~exercisable~~to ~~for~~certain ~~one~~adjustments, ~~Class A~~as described ~~ordinary~~in ~~share~~Note 7. atThe aFounder ~~price~~Shares include an aggregate of ~~$11.50~~up ~~per~~to ~~share~~375,000 Founder Shares subject to ~~adjustment~~forfeiture ~~(see~~by ~~Note 7).~~the ~~The~~Sponsor ~~proceeds~~to ~~from~~the extent that the ~~sale~~underwriters’ over-allotment ofoption ~~the~~is ~~Private~~not ~~Placement Warrants~~exercised ~~were~~in ~~added~~full toor in part, so that the ~~net~~Sponsor ~~proceeds~~will ~~from~~own, on an as-converted basis, 20% of the ~~Initial~~Company’s ~~Public~~issued ~~Offering~~and ~~held~~outstanding inshares after the ~~Trust~~Initial ~~Account.~~Public IfOffering (assuming the ~~Company~~Sponsor does not ~~complete a~~purchase ~~Business~~any ~~Combination~~Public ~~within~~Shares in the ~~Combination~~Initial ~~Period~~Public Offering). On February 15, ~~the~~2022, ~~proceeds~~12,500 ~~from~~Founder ~~the~~Shares ~~sale~~were forfeited as a result of the ~~Private~~underwriters’ election ~~Placement~~to ~~Warrants~~partially ~~held~~exercise intheir ~~the~~remaining ~~Trust~~over-allotment ~~Account will~~option. beAs ~~used~~a toresult ~~fund~~of the ~~redemption~~underwriters’ ofelection ~~the~~to ~~Public~~partially ~~Shares~~exercise their ~~(subject~~over-allotment tooption, ~~the~~a ~~requirements~~total of ~~applicable~~362,500 ~~law)~~Founder ~~and~~Shares ~~the~~are ~~Private~~no ~~Placement~~longer ~~Warrants will~~subject ~~expire~~to ~~worthless~~forfeiture.

OnThe ~~August~~Sponsor 16has agreed that, subject ~~2022~~to certain limited exceptions, the ~~Company~~Founder ~~executed~~Shares ~~the~~are ~~Redemption~~not ~~Agreement~~transferable, assignable or salable (~~see~~except to the officers and directors ~~Note~~and 6other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) ~~which~~until ~~resulted~~the earlier inof (A) one year after the ~~Company~~completion ~~purchase~~of ~~and~~the ~~cancellation~~initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of 1the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share divisions,~~929~~ share capitalizations,~~083~~ ~~Founder~~reorganizations, ~~Shares~~recapitalizations and ~~redemption~~the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of 3the initial Business Combination on which the Company completes a liquidation,~~293~~ merger,~~333~~ ~~Private~~capital ~~Placement Warrants~~stock exchange or other similar transaction that results in ~~exchange~~all ~~for~~of the ~~Promissory~~shareholders ~~Note~~having ~~(see~~the ~~Note~~right ~~6).~~to exchange their Class A ordinary shares for cash, securities or other property.

13On July 1, 2022, the Company appointed three directors to the Company’s Board of Directors. Each of the directors will receive equity interests in the Sponsor, equivalent to 20,000 Founder Shares, concurrently with or following the closing of a business combination. The grant of equity interests in the Sponsor equivalent to 20,000 Founder Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 60,000 shares granted to the Company’s directors was approximately $1.85 per share or an aggregate total of approximately $111,000. The equity interests were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the equity interests is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified).

~~LIV~~On ~~CAPITAL~~August ~~ACQUISITION~~16, ~~CORP.~~2022, IIthe Company executed the Redemption Agreement which resulted in the Company purchase and cancellation of 1,929,083 Founder Shares in exchange for the Promissory Note (see Note 6).

~~NOTES~~Promissory ~~TO CONDENSED FINANCIAL STATEMENTS~~Note — Related Party

~~SEPTEMBER~~On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing, initially amended and restated in its entirety on December 30, 2021, to extend the maturity date to the earlier of September 30, 2022 or the consummation of the Initial Public Offering, and subsequently amended and restated in its entirety on January 31, 2022 to extend its maturity to December 30, 2023.

~~(Unaudited)~~On April 4, 2023, the Company amended and restated the Promissory Note increasing the principal amount of the note from $300,000 to $500,000.

~~NOTE~~As 5.of ~~RELATED~~March ~~PARTY~~31, ~~TRANSACTIONS~~2023 and December 31, 2022, $286,640 and $256,640, respectively, was outstanding under the Sponsor Promissory Note.

~~Founder~~Promissory ~~Shares~~Notes, Purchase of Related Party Interests

On ~~June 28~~August 16, ~~2021~~2022, the Company ~~Sponsor~~entered ~~was~~into ~~issued~~promissory ~~2,875,000~~notes ~~Class B ordinary shares~~ (the “~~Founder~~Promissory ~~Shares~~Notes”) ~~for~~with ~~an aggregate of $25,000 paid to cover~~ certain ~~expenses~~Rollover onParties ~~behalf~~(as ofdefined ~~the~~in ~~Company.~~Note ~~The~~6) ~~Founder~~in ~~Shares~~an ~~will automatically convert into Class A ordinary shares on the first~~aggregate ~~business day~~amount ~~following the completion~~ of ~~a Business Combination on a one-for-one basis~~$3, ~~subject to certain adjustments~~158, ~~as described in Note 7~~835. The ~~Founder~~Promissory ~~Shares~~Notes ~~include~~are annon-interest ~~aggregate~~bearing ofand updue toand ~~375,000~~payable ~~Founder~~on ~~Shares subject to forfeiture by~~ the ~~Sponsor~~earlier toof the ~~extent that~~date ~~the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own,~~ on anwhich ~~as-converted basis, 20% of~~ the Company’s ~~issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase~~ ~~any~~corporate ~~Public~~existence ~~Shares~~terminates, inor the ~~Initial~~Company ~~Public~~ceases ~~Offering).~~all Onoperations ~~February~~for ~~15,~~purposes ~~2022, 12,500 Founder Shares were forfeited as a result~~ of ~~the~~winding ~~underwriters’ election to partially exercise their remaining over-allotment option~~up. As ~~a result~~ of ~~the~~March ~~underwriters’~~31, ~~election~~2023 toand ~~partially~~December ~~exercise~~31, ~~their over-allotment option~~2022, athere ~~total~~was ~~of 362~~$3,~~500~~158,835 ~~Founder~~outstanding ~~Shares~~under ~~are~~the noPromissory ~~longer~~Notes ~~subject~~(see toNote ~~forfeiture~~6).

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

OnLIV ~~July~~CAPITAL 1,ACQUISITION ~~2022, the Company appointed three directors to the Company’s Board of Directors~~CORP. Each of the directors will receive equity interests in the Sponsor, equivalent to 20,000 Founder Shares, concurrently with or following the closing of a business combination. The grant of equity interests in the Sponsor equivalent to 20,000 Founder Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 60,000 shares granted to the Company’s directors was approximately $1.85 per share or an aggregate total of approximately $111,000. The equity interests were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the equity interests is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified).II

OnNOTES ~~August~~TO ~~16,~~CONDENSED ~~2022,~~FINANCIAL ~~the Company executed the Redemption Agreement which resulted in the Company purchase and cancellation of 1,929,083 Founder Shares in exchange for the Promissory Note (see Note 6).~~STATEMENTS

~~Promissory~~MARCH ~~Note~~31, ~~— Related Party~~2023

~~On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note~~ (~~the “Sponsor Promissory Note”~~Unaudited). The Sponsor Promissory Note is non-interest bearing, initially amended and restated in its entirety on December 30, 2021, to extend the maturity date to the earlier of September 30, 2022 or the consummation of the Initial Public Offering, and subsequently amended and restated in its entirety on January 31, 2022 to extend its maturity to December 30, 2023.

AsAdministrative ofServices ~~September 30, 2022 and December 31, 2021, $207,500 and $100,000, respectively, was outstanding under the Sponsor Promissory Note.~~Agreement

~~Promissory~~The ~~Notes~~Company entered into an agreement on February 7, ~~Purchase~~2022, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of ~~Related~~a ~~Party~~Business Combination or its liquidation, the Company will cease paying these monthly fees. For ~~Interests~~the three months ended March 31, 2023 and 2022, the Company incurred $30,000 and $20,000 for these services, of which $140,000 and $110,000 are recorded as accrued expenses in the balance sheets as of March 31, 2023 and December 31, 2022, respectively.

OnRelated ~~August~~Party 16, 2022, the Company entered into promissory notes (the “Promissory Notes”) with certain Rollover Parties (as defined in Note 6) in an aggregate amount of $3,158,835. The Promissory Notes are non-interest bearing and due and payable on the earlier of the date on which the Company’s corporate existence terminates, or the Company ceases all operations for purposes of winding up. As of September 30, 2022, there was $3,158,835 outstanding under the Promissory Notes (see Note 6).Loans

14In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2023 and December 31, 2022, there were no Working Capital Loan outstanding.

~~LIV~~Advance ~~CAPITAL~~From ~~ACQUISITION~~Related ~~CORP. II~~Parties

~~NOTES~~Covalto TOadvanced ~~CONDENSED~~the ~~FINANCIAL~~Company $21,660 ~~STATEMENTS~~and $0, as of March 31, 2023 and December 31, 2022, respectively, to fund working capital expenses during the quarter.

~~SEPTEMBER~~NOTE ~~30,~~6. ~~2022~~COMMITMENTS AND CONTINGENCIES

~~(Unaudited)~~ Registration and Shareholder Rights Agreement

~~Administrative~~Pursuant ~~Services~~to ~~Agreement~~a registration and shareholder rights agreement entered into on February 7, 2022, the holders of the Founder Shares, EBC Founder Shares, private warrants and any warrants that may be issued on conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the Founder Shares, on the earlier of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (2) in the case of the EBC Founder Shares, Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The~~Underwriting Company entered into an agreement on February 7, 2022, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $80,000 for these services, of which $80,000 is recorded as accrued expenses in the balance sheet as of September 30, 2022. For the three months ended September 30, 2021 and for the period from February 11, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services.Agreement

~~Related~~The ~~Party~~Company ~~Loans~~granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 15, 2022, the underwriters elected to partially exercise the over-allotment option to purchase an additional 1,450,000 Public Shares at a price of $10.00 per Public Share.

InThe ~~order~~underwriters towere ~~finance transaction~~entitled ~~costs~~to ~~in connection with~~ a ~~Business~~cash ~~Combination,~~underwriting ~~the~~discount ~~Sponsor or an affiliate~~ of ~~the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”)~~$0.20 ~~Such~~per ~~Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination~~Unit, ~~without interest,~~ or, ~~at the lender’s discretion, up to~~ $12,~~500~~290,000 ofin ~~notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to~~ the ~~Private~~aggregate ~~Placement~~which ~~Warrants.~~was Inpaid ~~the~~upon ~~event that a Business Combination does not close,~~ the ~~Company~~closing ~~may use a portion~~ of ~~proceeds held outside~~ the ~~Trust~~Initial ~~Account to repay the Working Capital Loans but no proceeds~~Public ~~held~~Offering inand ~~the~~exercise ~~Trust Account would be used to repay the Working Capital Loans. As~~ of ~~September~~over-allotment ~~30, 2022 and December 31, 2021, there were no Working Capital Loan outstanding~~options.

~~NOTE~~Business 6.Combination ~~COMMITMENTS AND~~Marketing ~~CONTINGENCIES~~Agreement

~~Registration~~The Company engaged EarlyBirdCapital, Inc. (“EBC”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with the Company’s shareholders to discuss the potential Business Combination and ~~Shareholder~~the ~~Rights~~target ~~Agreement~~business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination.

Pursuant to a registration and shareholder rights agreement entered into on February 7, 2022, the holders of the Founder Shares, EBC Founder Shares, private warrants and any warrants that may be issued on conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the Founder Shares, on the earlier of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (2) in the case of the EBC Founder Shares, Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.13

~~Underwriting~~LIV ~~Agreement~~CAPITAL ACQUISITION CORP. II

~~The~~NOTES ~~Company~~TO ~~granted~~CONDENSED ~~the~~FINANCIAL underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 15, 2022, the underwriters elected to partially exercise the over-allotment option to purchase an additional 1,450,000 Public Shares at a price of $10.00 per Public Share.STATEMENTS

~~The~~MARCH ~~underwriters were entitled to a cash underwriting discount of $0.20 per Unit~~31, ~~or $2,290,000 in the aggregate which was paid upon the closing of the Initial Public Offering and exercise of over-allotment options.~~2023

~~Business Combination Marketing Agreement~~(Unaudited)

~~The Company engaged EarlyBirdCapital, Inc. (“EBC”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with the Company~~Finder’s ~~shareholders~~Fee to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination.Agreement

On March 15, 2022, the Company entered into a finder’s fee agreement with a consultant to assist the Company in facilitating a Business Combination with one or more targets, subject to certain conditions. The finder will only be compensated in the event that the Business Combination is consummated with a target sourced by the finder. The Company shall pay the finder a fee of $300,000, plus applicable tax. In connection with the Business Combination, the Company shall pay a financing fee to the finder cash fee equal to 2% of all PIPE funds received and accepted by the Company from investors sourced by the finder, subject to certain conditions.

~~LIV~~Business ~~CAPITAL~~Combination ~~ACQUISITION CORP. II~~Agreement

~~NOTES~~On TOAugust ~~CONDENSED~~17, ~~FINANCIAL~~2022, ~~STATEMENTS~~the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Covalto and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”), pursuant to which, among other things, Covalto will make an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes and effect a Pre-Closing Capital Restructuring (as defined below), and Merger Sub will subsequently be merged with and into LIVB, with LIVB being the surviving entity in the Merger (as defined below) and continuing (immediately following the Merger) as a direct wholly-owned subsidiary of Covalto (following and after giving effect to the proposed business combination, “New Covalto”), on the terms and subject to the conditions set forth therein (the “Merger”, and together with the other transactions contemplated by the Business Combination Agreement, the “proposed business combination”).

~~SEPTEMBER~~As 30a result of the proposed business combination, ~~2022~~each issued and outstanding Class A ordinary share of LIVB and Class B ordinary share of LIVB will be automatically surrendered and exchanged for the right to receive one newly-issued Class A ordinary share, par value US$0.0001 per share, of New Covalto (each a “New Covalto Class A Ordinary Share” and collectively, the “New Covalto Class A Ordinary Shares”), and each issued and outstanding warrant to purchase Class A ordinary shares of LIVB (a “LIVB Warrant”) will be converted into and become a warrant to purchase New Covalto Class A Ordinary Shares (a “New Covalto Warrant”), and New Covalto shall assume each such LIVB Warrant in accordance with its terms.

~~(Unaudited)~~Merger Consideration

~~Finder’s~~Covalto ~~Fee Agreement~~Warrants

OnSubject ~~March~~to ~~15,~~the ~~2022,~~terms ~~the~~and ~~Company~~conditions ~~entered~~of ~~into a finder’s fee agreement with a consultant to assist~~ the ~~Company in facilitating a~~ Business Combination ~~with one or more targets~~Agreement, ~~subject to~~ certain ~~conditions.~~existing ~~The~~warrants ~~finder~~to ~~will~~purchase ~~only~~ordinary beshares ~~compensated~~of inCovalto ~~the~~(each ~~event~~an ~~that~~“Existing ~~the Business Combination is consummated~~Covalto ~~with~~Warrant”) ashall ~~target~~be ~~sourced~~converted byinto ~~the~~ordinary ~~finder.~~shares ~~The~~of ~~Company~~Covalto ~~shall pay~~ (the ~~finder~~“Existing aCovalto ~~fee~~Warrant ~~of $300~~Conversion”),~~000,~~ and ~~plus~~any ~~applicable~~other ~~tax.~~Existing InCovalto ~~connection~~Warrants ~~with~~shall ~~the~~be ~~Business Combination,~~exchanged ~~the~~for ~~Company shall pay~~ a ~~financing~~warrant ~~fee~~ to purchase the ~~finder~~corresponding ~~cash~~number ~~fee~~of ~~equal~~New toCovalto 2%Class ofA Ordinary ~~all~~Shares, ~~PIPE~~in ~~funds~~each ~~received~~case ~~and~~as ~~accepted~~adjusted byto ~~the~~give ~~Company from~~effect ~~investors~~to ~~sourced by~~ the ~~finder,~~proposed ~~subject~~business ~~to certain conditions~~combination.

~~Business~~Preferred ~~Combination Agreement~~Merger Consideration

~~On August~~Subject ~~17,~~to ~~2022,~~ the ~~Company~~terms ~~entered~~and ~~into~~conditions of ~~a Business Combination Agreement (~~the “Business Combination Agreement~~”) with Covalto and Covalto Merger Sub Ltd.~~, aeffective ~~Cayman~~immediately ~~Islands~~prior ~~exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”), pursuant~~ to ~~which,~~the ~~among other things, Covalto will make an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes and effect a~~ Pre-Closing Capital Restructuring ~~(as defined below)~~, and ~~Merger~~pursuant ~~Sub~~to ~~will~~a conversion ~~subsequently~~direction benotice ~~merged~~to ~~with~~be ~~and~~executed ~~into~~by ~~LIVB,~~the ~~with~~applicable ~~LIVB~~holders ~~being~~of ~~the~~preferred ~~surviving~~shares ~~entity~~of inCovalto, ~~the~~each ~~Merger~~preferred ~~(as~~share ~~defined~~of ~~below)~~Covalto ~~and~~shall ~~continuing (immediately~~convert ~~following~~into ~~the~~one ~~Merger)~~ordinary asshare ~~a direct wholly-owned subsidiary~~ of Covalto ~~(following~~in ~~and~~accordance ~~after~~with ~~giving~~the ~~effect~~terms toof the ~~proposed business combination, “New~~ Covalto~~”),~~ onArticles ~~the~~of ~~terms~~Association ~~and~~(as ~~subject~~defined ~~to the conditions set forth~~ therein) (~~the~~such ~~“Merger”~~conversion, ~~and~~ ~~together with~~ the ~~other transactions contemplated by the Business Combination Agreement, the~~ “~~proposed~~Covalto ~~business~~Preferred ~~combination~~Conversion”).

As a result of the proposed business combination, each issued and outstanding Class A ordinary share of LIVB and Class B ordinary share of LIVB will be automatically surrendered and exchanged for the right to receive one newlyPre-~~issued~~Closing ~~Class~~Capital A ordinary share, par value US$0.0001 per share, of New Covalto (each a “New Covalto Class A Ordinary Share” and collectively, the “New Covalto Class A Ordinary Shares”), and each issued and outstanding warrant to purchase Class A ordinary shares of LIVB (a “LIVB Warrant”) will be converted into and become a warrant to purchase New Covalto Class A Ordinary Shares (a “New Covalto Warrant”), and New Covalto shall assume each such LIVB Warrant in accordance with its terms.Restructuring

~~Merger~~Effective ~~Consideration~~immediately following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time (as defined therein) and in accordance with the required shareholder approval of Covalto: (i) each ordinary share of Covalto shall be re-designated as a New Covalto Class A Ordinary Share; (ii) each authorized and unissued preferred share of Covalto shall be cancelled; (iii) Class B ordinary shares, par value, US$0.0001 per share, of New Covalto (the “New Covalto Class B Ordinary Shares”) shall be created and authorized; (iv) an increase to the number of New Covalto Class A Ordinary Shares shall be authorized; and (v) the closing amended and restated Covalto Articles of Association shall be adopted (collectively, the “Pre-Closing Capital Restructuring”).

~~Covalto~~Contribution ~~Warrants~~Agreement

~~Subject to~~Concurrently with the ~~terms and conditions~~ execution of the Business Combination Agreement, ~~certain~~the ~~existing~~Sponsor, ~~warrants~~LIV toSponsor ~~purchase~~II ~~ordinary~~GP, ~~shares~~LLC (“GP”), certain limited partners of the Sponsor, LIVB and Covalto entered into a contribution agreement (~~each an~~the “~~Existing~~Contribution ~~Covalto Warrant~~Agreement”), ~~shall~~pursuant beto ~~converted~~which, certain ~~into~~limited ~~ordinary~~partners ~~shares~~ of ~~Covalto (~~the ~~“Existing~~Sponsor and GP have agreed to contribute promissory notes to Covalto ~~Warrant~~in exchange for certain securities ~~Conversion”)~~of Covalto, subject to the terms and ~~any~~conditions ~~other~~therein. ~~Existing~~The ~~Covalto~~Company ~~Warrants~~evaluated ~~shall~~the beobligations ~~exchanged~~contained ~~for~~within athe ~~warrant~~Contribution Agreement pursuant to ~~purchase~~ASC 480 and ASC 815. The Company determined that the ~~corresponding~~Contribution ~~number~~Agreement did not require liability classification under ofASC ~~New~~480 ~~Covalto~~and ~~Class~~further Adetermined ~~Ordinary~~that ~~Shares,~~the ininstrument ~~each~~met ~~case~~the asindexation ~~adjusted~~and toequity ~~give~~classification ~~effect~~under ASC 815-40. The Company will record any exchange of the Promissory Notes pursuant to the ~~proposed~~Contribution ~~business~~Agreement ~~combination~~as an equity transaction.

~~Preferred Merger Consideration~~14

~~Subject to~~LIV ~~the~~CAPITAL ~~terms~~ACQUISITION and conditions of the Business Combination Agreement, effective immediately prior to the Pre-Closing Capital Restructuring, and pursuant to a conversion direction notice to be executed by the applicable holders of preferred shares of Covalto, each preferred share of Covalto shall convert into one ordinary share of Covalto in accordance with the terms of the Covalto Articles of Association (as defined therein) (such conversion, the “Covalto Preferred Conversion”)CORP. II

~~Pre-Closing~~NOTES ~~Capital Restructuring~~TO CONDENSED FINANCIAL STATEMENTS

~~Effective immediately~~MARCH following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time (as defined therein) and in accordance with the required shareholder approval of Covalto: (i) each ordinary share of Covalto shall be re-designated as a New Covalto Class A Ordinary Share; (ii) each authorized and unissued preferred share of Covalto shall be cancelled; (iii) Class B ordinary shares31, par value, US$0.0001 per share, of New Covalto (the “New Covalto Class B Ordinary Shares”) shall be created and authorized; (iv) an increase to the number of New Covalto Class A Ordinary Shares shall be authorized; and (v) the closing amended and restated Covalto Articles of Association shall be adopted (collectively, the “Pre-Closing Capital Restructuring”).2023

~~Contribution Agreement~~(Unaudited)

~~Concurrently~~Redemption ~~with the execution of the Business Combination~~ Agreement, the Sponsor, LIV Sponsor II GP, LLC (“GP”), certain limited partners of the Sponsor, LIVB and Covalto entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, certain limited partners of the Sponsor and GP have agreed to contribute promissory notes to Covalto in exchange for certain securities of Covalto, subject to the terms and conditions therein. The Company evaluated the obligations contained within the Contribution Agreement pursuant to ASC 480 and ASC 815. The Company determined that the Contribution Agreement did not require liability classification under ASC 480 and further determined that the instrument met the indexation and equity classification under ASC 815-40. The Company will record any exchange of the Promissory Notes pursuant to the Contribution Agreement as an equity transaction.

On August 16, 2022, the Company entered into a Redemption Agreement with (i) the Sponsor and (ii) certain limited partners of the Sponsor and the GP (each, a “Rollover Party” and collectively, the “Rollover Parties”). In connection with the Redemption Agreement, the Rollover Parties, the Sponsor and LIVB implemented the following transactions in the order in which they are listed:

~~LIV~~i. ~~CAPITAL~~The ~~ACQUISITION~~Sponsor ~~CORP.~~mandatorily IIwithdrew each Rollover Party’s Class S Units and Class W Units in exchange for an aggregate of 1,929,083 Class B ordinary shares and 3,293,333 Private Placement Warrants, respectively; and

~~NOTES~~ii. TOLIVB ~~CONDENSED~~repurchased ~~FINANCIAL~~each ~~STATEMENTS~~Rollover Party’s Class B ordinary shares and redeemed each Rollover Party’s Private Placement Warrants in exchange for a promissory note (each such note, a “Promissory Note”) in an aggregate amount of $3,158,835, which is equal to the amount of equity contributed by each Rollover Party indirectly or directly to LIVB.

~~SEPTEMBER~~As 30a result of the Redemption Agreement, ~~2022~~the Company purchased 1,929,083 Class B ordinary shares and redeemed 3,293,333 Private Placement Warrants in exchange for the Promissory Notes. The Company evaluated the Promissory Notes and Redemption Agreement pursuant to ASC 480 and ASC 815. The Company determined that the Company should record the Promissory Notes at face value. The fair value of the Class B ordinary shares purchased was $1.85 per share and the fair value of the Private Placement Warrants redeemed was $0.10 per warrant, for a total fair value of $3,898,137.

~~(Unaudited)~~NOTE 7. SHAREHOLDERS’ DEFICIT

~~Redemption~~Preference ~~Agreement~~shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

OnClass A ordinary ~~August~~shares — The ~~16,~~Company ~~2022~~is authorized to issue 500,000,000 ~~the~~Class A ~~Company~~ordinary ~~entered~~shares ~~into~~with a ~~Redemption~~par ~~Agreement~~value ~~with~~of ~~(i)~~$0.0001 per ~~the~~share. ~~Sponsor~~Holders ~~and~~of ~~(ii)~~Class A ~~certain~~ordinary ~~limited~~shares ~~partners~~are ofentitled to one vote for each share. On July 9, 2021, the ~~Sponsor~~Company issued to EBC and ~~the~~its GPdesignees, ~~(each~~50,000 Class A ordinary shares, for a ~~“Rollover~~total ~~Party”~~consideration ~~and~~of ~~collectively~~$5. On October 14, 2021, the ~~“Rollover~~Company ~~Parties”)~~issued to EBC and its designees, an additional 50,000 Class A ordinary shares, for a total consideration of $5. InOn ~~connection~~January ~~with~~31, 2022, the ~~Redemption~~Company ~~Agreement~~issued an additional 60,000 ~~the~~EBC ~~Rollover~~Founder ~~Parties~~Shares, ~~the~~for ~~Sponsor~~a total consideration of $6. As of March 31, 2023 and ~~LIVB~~December ~~implemented~~31, ~~the~~2022, ~~following~~there ~~transactions~~were 160,000 inClass A ~~the~~ordinary ~~order~~shares inissued ~~which~~and ~~they~~outstanding, ~~are~~excluding ~~listed:~~11,450,000 Class A ordinary shares subject to possible redemption.

i.Class B ordinary shares — The ~~Sponsor~~Company ~~mandatorily~~is ~~withdrew~~authorized ~~each~~to ~~Rollover~~issue ~~Party’s~~50,000,000 Class B Sordinary ~~Units~~shares ~~and~~with a par value of $0.0001 per share. Holders of the Class B Wordinary ~~Units~~shares inare ~~exchange~~entitled to one vote for aneach ~~aggregate~~share. As of 1March 31,~~929~~ 2023 and December 31,~~083~~ 2022, there were 933,417 Class B ordinary shares issued and 3outstanding. At December 31,~~293~~ 2021,~~333~~ ~~Private~~there ~~Placement~~were ~~Warrants~~2,875,000 ~~respectively;~~Class B ordinary shares issued and outstanding, of which an aggregate of up to 375,000 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Sponsor would own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). Due to the underwriters’ option to partially exercise its over-allotment option on February 15, 2022, 12,500 shares were forfeited.

~~ii.~~Only ~~LIVB~~holders ~~repurchased~~of ~~each~~the ~~Rollover Party’s~~ Class B ordinary shares ~~and~~will ~~redeemed~~have ~~each~~the ~~Rollover~~right ~~Party's~~to ~~Private~~vote ~~Placement~~on ~~Warrants~~the inelection ~~exchange~~of ~~for~~directors aprior ~~promissory~~to ~~note~~the ~~(each~~Business ~~such~~Combination. ~~note,~~Holders aof ~~“Promissory~~Class A ~~Note”)~~ordinary shares inand anholders ~~aggregate~~of ~~amount~~Class B ofordinary ~~$3,158,835,~~shares ~~which~~will isvote ~~equal~~together toas ~~the~~a ~~amount~~single ofclass ~~equity~~on ~~contributed~~all bymatters ~~each~~submitted ~~Rollover~~to ~~Party~~a ~~indirectly~~vote orof ~~directly~~the toCompany’s shareholders ~~LIVB~~except as otherwise required by law.

AsThe aClass B ~~result~~Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the ~~Redemption~~Business Combination, ~~Agreement~~on a one-for-one basis, subject to adjustment. In the ~~Company~~case ~~purchased~~that ~~1,929,083~~additional Class A B ordinary shares, ~~and~~or ~~redeemed~~equity-linked 3securities,~~293,333~~ are ~~Private~~issued ~~Placement~~or ~~Warrants~~deemed issued in ~~exchange~~excess ~~for~~of the ~~Promissory~~ ~~Notes.~~amounts ~~The~~issued ~~Company~~in ~~evaluated~~ the ~~Promissory~~Initial ~~Notes~~Public Offering and ~~Redemption~~related ~~Agreement~~to ~~pursuant~~the ~~to ASC~~closing ~~480~~of ~~and~~a ~~ASC~~Business ~~815.~~Combination, the ~~The~~ratio ~~Company~~at ~~determined~~which ~~that~~Founder ~~the~~Shares ~~Company~~will ~~should~~convert ~~record~~into ~~the~~Class A ~~Promissory~~ordinary ~~Notes~~shares atwill ~~face~~be ~~value.~~adjusted ~~The~~(subject ~~fair~~to ~~value~~waiver by holders of a majority of the Class B ordinary shares) ~~purchased~~so ~~was~~that ~~$1.85~~the ~~per~~number ~~share~~of ~~and~~Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the ~~fair~~aggregate, ~~value~~on an as-converted basis, 20% of the ~~Private~~sum ~~Placement~~of the ordinary shares issued and outstanding upon completion ~~Warrants~~of ~~redeemed~~the ~~was~~Initial ~~$0.10~~Public ~~per~~Offering ~~warrant,~~plus ~~for~~the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a ~~total~~Business ~~fair~~Combination ~~value~~(net of $3redemptions),~~898~~ excluding any Class A ordinary shares or equity-linked securities issued,~~137.~~ or to be issued, to any seller in a Business Combination and any Private Warrants issued to the Sponsor.

~~NOTE 7. SHAREHOLDERS’ EQUITY~~15

~~Preference~~LIV ~~shares — The Company~~CAPITAL isACQUISITION ~~authorized to issue 5,000,000 preference shares with a par value of $0~~CORP.~~0001.~~ The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.II

~~Class A~~NOTES ~~ordinary shares — The~~TO ~~Company~~CONDENSED isFINANCIAL authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. On July 9, 2021, the Company issued to EBC and its designees, 50,000 Class A ordinary shares, for a total consideration of $5. On October 14, 2021, the Company issued to EBC and its designees, an additional 50,000 Class A ordinary shares, for a total consideration of $5. On January 31, 2022, the Company issued an additional 60,000 EBC Founder Shares, for a total consideration of $6. As of September 30, 2022 and December 31, 2021, there were 160,000 and 100,000 Class A ordinary shares issued and outstanding, excluding 11,450,000 and no Class A ordinary shares subject to possible redemption, respectively.STATEMENTS

~~Class B~~MARCH ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2022, there were 933,417 Class B ordinary shares issued and outstanding. At December 31, 2021, there were 2,875,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 375,000 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Sponsor would own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). Due to the underwriters’ option to partially exercise its over-allotment option on February 15, 2022, 12,500 shares were forfeited.2023

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law.(Unaudited)

~~The Class~~Warrants B— As of ~~Shares~~March ~~will automatically~~31, ~~convert~~2023 ~~into~~and ~~Class A~~December ~~ordinary~~31, ~~shares~~2022, onthere ~~the~~were ~~first~~10,794,167 ~~business day~~warrants ~~following~~outstanding, ~~the~~respectively. ~~completion~~Each ofwhole ~~the~~Public ~~Business~~Warrant ~~Combination,~~entitles onthe aregistered ~~one-for-one~~holder ~~basis, subject~~ to ~~adjustment.~~purchase Inone ~~the case that additional~~ Class A ordinary ~~shares,~~share orat ~~equity-linked~~a ~~securities, are~~price ~~issued~~of or$11.50 ~~deemed~~per ~~issued~~share, insubject ~~excess~~to ofadjustment ~~the~~as ~~amounts~~discussed below, ~~issued~~at inany ~~the~~time ~~Initial~~commencing ~~Public~~30 days ~~Offering~~after ~~and related to~~ the ~~closing~~completion of athe initial Business Combination, provided that the ~~ratio~~Company athas ~~which~~an effective ~~Founder~~registration ~~Shares~~statement ~~will~~under ~~convert~~the ~~into~~Securities Act covering the issuance of the Class A ordinary shares ~~will~~issuable beupon ~~adjusted~~exercise of ~~(subject~~the towarrants ~~waiver~~and bya ~~holders~~current ofprospectus arelating ~~majority of~~to ~~the~~them ~~Class B~~is ~~ordinary~~available and such shares) soare ~~that~~registered, qualified or exempt from registration under the ~~number~~securities, ofor ~~Class A~~blue ~~ordinary~~sky, ~~shares~~laws ~~issuable~~of ~~upon~~the ~~conversion~~state of ~~all~~residence ~~Founder~~of ~~Shares will~~the ~~equal,~~holder in(or the ~~aggregate,~~Company permits holders to exercise their warrants on ana ~~as-converted~~cashless basis, ~~20%~~under of the ~~sum~~circumstances ofspecified in the ~~ordinary~~warrant ~~shares~~agreement). ~~issued~~Pursuant ~~and~~to ~~outstanding~~the ~~upon~~warrant ~~completion~~agreement, ofa warrant holder ~~the~~may ~~Initial~~exercise ~~Public~~its ~~Offering~~warrants ~~plus~~only ~~the~~for a whole number of Class A ordinary shares. ~~and~~This ~~equity-linked~~means ~~securities~~only ~~issued~~a orwhole ~~deemed~~warrant ~~issued~~may inbe ~~connection~~exercised at ~~with~~a given time by a ~~Business~~warrant ~~Combination~~holder. ~~(net~~No fractional warrants will be issued upon separation of ~~redemptions),~~the ~~excluding~~units ~~any~~and ~~Class A~~only ~~ordinary~~whole ~~shares~~warrants orwill ~~equity-linked~~trade. Accordingly, ~~securities~~unless ~~issued~~you purchase at least four units, oryou to will not be ~~issued,~~able to ~~any~~receive ~~seller~~or intrade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, ~~and~~at ~~any~~5:00 p.m., ~~Private~~New York ~~Warrants~~City ~~issued~~time, toor ~~the~~earlier ~~Sponsor~~upon redemption or liquidation.

17The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying the obligations described below with respect to registration. No public warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

~~LIV~~The Company ~~CAPITAL~~has ~~ACQUISITION~~agreed ~~CORP~~that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Company’s prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. IIThe Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

~~NOTES~~Once TOthe ~~CONDENSED~~warrants ~~FINANCIAL~~become ~~STATEMENTS~~exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

~~SEPTEMBER~~● ~~30,~~in ~~2022~~whole and not in part;

~~(Unaudited)~~● at a price of $0.01 per warrant;

~~Warrants — As of~~● ~~September~~upon ~~30,~~not ~~2022~~less ~~and~~than December 31, 2021, there were 10,794,167 and 0 warrants outstanding, respectively. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days’ ~~after~~prior ~~the~~written ~~completion~~notice of ~~the~~redemption initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to ~~them~~each is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant ~~agreement). Pursuant to the warrant agreement, a warrant~~ holder; may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~The~~● ~~Company~~if, ~~will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant~~ and ~~will~~only ~~have~~if, ~~no obligation to settle such warrant exercise unless a registration statement under~~ the ~~Securities~~last ~~Act~~reported ~~covering~~sale ~~the~~price ~~issuance~~ of the Class A ordinary shares ~~issuable~~for ~~upon~~any ~~exercise of~~20 ~~the~~trading ~~warrants~~days iswithin ~~then effective and~~ a ~~prospectus~~30-trading ~~relating~~day ~~thereto~~period isending ~~current,~~three ~~subject~~business todays ~~the~~before ~~Company satisfying~~ the ~~obligations described below with respect to registration. No public warrant will be exercisable for cash or on a cashless basis, and the~~ Company ~~will~~sends ~~not be obligated~~ to ~~issue any shares to holders seeking to exercise their warrants, unless~~ the ~~issuance~~notice of ~~the~~redemption shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to ~~a warrant,~~ the ~~holder of such~~ warrant ~~will~~holders ~~not~~equals beor ~~entitled to~~exceeds ~~exercise such warrant and such warrant may have no value and expire worthless~~$18.00 Inper ~~the~~share ~~event~~(as ~~that~~adjusted ~~a registration statement is not effective~~ for ~~the~~stock ~~exercised warrants~~splits, ~~the~~stock ~~purchaser~~dividends, ofreorganizations aand ~~unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit~~recapitalizations).

~~The~~If ~~Company~~and ~~has~~when ~~agreed~~the ~~that~~warrants become asredeemable ~~soon~~by asthe ~~practicable~~Company, ~~but~~the inCompany nomay ~~event~~exercise ~~later than fifteen (15) business days after~~ the ~~closing~~Company’s ofredemption ~~the~~right ~~initial~~even ~~Business~~if ~~Combination,~~ it ~~will~~is ~~use~~unable ~~commercially reasonable efforts~~ to ~~file~~register ~~with~~or qualify the ~~SEC~~underlying asecurities ~~post-effective~~for ~~amendment~~sale tounder ~~the~~all ~~registration~~applicable ~~statement~~state ofsecurities ~~which~~laws. However, the Company’s ~~prospectus~~will ~~forms~~not aredeem ~~part~~the orwarrants aunless an ~~new~~effective registration statement ~~for the registration,~~ under the Securities Act, ofcovering the Class A ordinary shares issuable upon exercise of the warrants. ~~The~~is ~~Company will use commercially reasonable efforts to cause the same to become~~ effective ~~within 60 business days after the closing of the initial Business Combination~~ and ~~to maintain the effectiveness of such registration statement, and~~ a current prospectus relating ~~thereto,~~to ~~until~~those ~~the~~Class A ~~expiration~~ordinary orshares ~~redemption~~is ofavailable ~~the~~throughout ~~warrants in accordance with~~ the ~~provisions~~30-day ~~of the warrant agreement~~redemption period.

~~Once~~No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the ~~warrants~~Company ~~become~~will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company ~~may~~is ~~redeem~~not the ~~outstanding~~surviving company in the initial Business Combination), the warrants ~~(except~~may be exercised for such security. At such time as ~~described~~the ~~herein~~warrants ~~with~~become ~~respect~~exercisable tofor a security other than the ~~Private~~Class A ~~Placement~~ordinary ~~Warrants~~shares, the company (or surviving company): will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

~~● in whole and not in part;~~16

●LIV atCAPITAL aACQUISITION ~~price of $0~~CORP.01 ~~per warrant;~~II

●NOTES ~~upon~~TO ~~not~~CONDENSED ~~less~~FINANCIAL ~~than 30 days’ prior written notice of redemption to each warrant holder; and~~STATEMENTS

●MARCH if31, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations).2023

If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.(Unaudited)

NoIn ~~fractional~~addition, if (x) the Company issues additional Class A ordinary shares ~~will~~or beequity-linked ~~issued~~securities ~~upon~~for ~~exercise.~~capital ~~If,~~raising ~~upon~~purposes ~~exercise,~~in aconnection ~~holder~~with ~~would~~the closing beof ~~entitled~~the toinitial ~~receive~~Business aCombination ~~fractional~~at ~~interest~~an inissue aprice or effective issue price of less than $9.20 per ordinary share, (with such issue price or effective issue price to be determined in good faith by the Company’s ~~will~~board ~~round~~of ~~down~~directors and, in the case of any such issuance to the ~~nearest~~sponsors ~~whole~~or ~~number~~their ofaffiliates, without taking into account any Founder Shares held by the ~~number~~Company’s ofsponsors or ~~Class A~~such ~~ordinary~~affiliates, ~~shares~~as applicable, prior to besuch ~~issued~~issuance to(the “Newly Issued Price”), (y) the ~~holder.~~aggregate Ifgross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial atBusiness Combination on the ~~time~~date of ~~redemption,~~the completion of the ~~warrants~~initial ~~are~~Business ~~exercisable~~Combination ~~for~~(net aof ~~security~~redemptions), ~~other~~and ~~than~~(z) the volume-weighted average trading price of the Class A ordinary shares ~~pursuant~~during to the ~~warrant agreement~~20 trading ~~(for~~day ~~instance,~~period ifstarting on the trading ~~Company~~day isprior to ~~not~~ the day ~~surviving~~on ~~company~~which inthe Company completes the initial Business Combination) (such price, the ~~warrants~~“Market ~~may~~Value”) beis ~~exercised~~below ~~for~~$9.20 ~~such~~per ~~security.~~share, Atthe ~~such~~exercise ~~time~~price asof the warrants ~~become~~will ~~exercisable~~be ~~for~~adjusted a(to ~~security~~the ~~other~~nearest ~~than~~cent) to be equal to 115% of the ~~Class A~~higher ~~ordinary~~of ~~shares~~the Market Value and the Newly Issued Price, and the ~~company (or~~$18.00 ~~surviving~~per ~~company)~~share redemption trigger price will ~~use~~be ~~its~~adjusted ~~commercially~~(to ~~reasonable~~the ~~efforts~~nearest cent) to ~~register~~be ~~under~~equal to 180% of the ~~Securities~~higher ~~Act~~of the ~~security~~Market ~~issuable~~Value ~~upon~~and the ~~exercise~~ ofNewly ~~the~~Issued ~~warrants~~Price.

18The Private Placement Warrants (including the warrants included in units that may be issued upon conversion of Working Capital Loans and the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable to the Company’s officers, directors and other persons or entities affiliated with or by the Company. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period; however, they are not transferrable by the sponsor or the direct anchor investors except to permitted transferees. Each of the warrants that may be issued upon conversion of Working Capital Loans shall be identical to the Private Placement Warrants.

~~LIV~~The ~~CAPITAL~~Company ~~ACQUISITION~~has ~~CORP~~accounted for the 14,087,500 warrants issued in connection with the Initial Public Offering and proposed Business Combination (including 8,587,500 Public Warrants and 5,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. IISuch guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

~~NOTES~~As TOa ~~CONDENSED~~result ~~FINANCIAL~~of ~~STATEMENTS~~the Redemption Agreement (as discussed in Note 6), there was a redemption of 3,293,333 Private Placement Warrants.

~~SEPTEMBER~~EBC ~~30,~~Founder ~~2022~~Shares

On July 9, 2021, the Company issued to an underwriter an aggregate of 50,000 Class A ordinary shares (~~Unaudited~~the “EBC Founder Shares”) for a total of $5 of consideration. On October 14, 2021, the Company issued an additional 50,000 EBC Founder Shares, for a total consideration of $5. On January 31, 2022, the Company issued an additional 60,000 EBC Founder Shares, for a total consideration of $6. The Company accounts for the fair value of the EBC Founder Shares over consideration paid as a deferred offering cost of the Initial Public Offering. Accordingly, the offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants were charged to permanent shareholders’ equity upon the completion of the Initial Public Offering, while offering costs allocated to the redeemable Public Shares were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering. The Company estimated the total fair value of the EBC Founder Shares to be $888,855. The Company established the initial fair value for the EBC Founder Shares on the date of the issuances, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

InThe ~~addition,~~holders ifof ~~(x)~~ the ~~Company~~ ~~issues~~EBC ~~additional~~Founder Shares ~~Class A~~have ~~ordinary~~agreed ~~shares~~not orto ~~equity-linked~~transfer, ~~securities~~assign ~~for~~or ~~capital~~sell ~~raising~~any ~~purposes~~such inshares ~~connection~~until ~~with~~ the ~~closing~~ completion of ~~the~~a ~~initial~~ Business Combination ~~at an issue price or effective issue price of less than $9~~.20 ~~per~~In ~~ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and~~addition, in the ~~case~~ holders of ~~any such issuance to~~ the ~~sponsors~~EBC ~~or their affiliates, without taking into account any~~ Founder Shares ~~held~~have byagreed ~~the~~(i) to ~~Company’s~~waive ~~sponsors or~~their ~~such~~conversion ~~affiliates,~~rights as(or ~~applicable,~~right ~~prior~~ to ~~such~~participate ~~issuance~~in ~~(the~~any ~~“Newly~~tender ~~Issued Price”~~offer), ~~(y) the~~with ~~aggregate gross proceeds~~respect ~~from~~to such ~~issuances~~shares ~~represent~~in ~~more~~connection ~~than~~with ~~60% of~~ the ~~total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the~~ completion of ~~the~~a ~~initial~~ Business Combination ~~(net of redemptions),~~ and (zii) ~~the~~to ~~volume-weighted average~~waive ~~trading~~their ~~price~~rights ~~of the Class A ordinary shares during the 20 trading day period starting on the trading day prior~~ to ~~the day~~liquidating ~~on which the Company completes the initial Business Combination (such price, the “Market Value”) is below~~distributions ~~$9.20~~from ~~per share,~~ the ~~exercise~~Trust ~~price~~Account ofwith ~~the~~respect ~~warrants will be adjusted (~~to ~~the~~such ~~nearest~~shares ~~cent)~~if ~~to be equal to 115% of~~ the ~~higher~~Company offails ~~the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (~~to ~~the~~complete ~~nearest~~a ~~cent)~~Business toCombination bewithin ~~equal to 180% of~~ the ~~higher~~Combination ~~of the Market Value and the Newly Issued Price~~Period.

The Private Placement Warrants (including the warrants included in units that may be issued upon conversion of Working Capital Loans and the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable to the Company’s officers, directors and other persons or entities affiliated with or by the Company. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period; however, they are not transferrable by the sponsor or the direct anchor investors except to permitted transferees. Each of the warrants that may be issued upon conversion of Working Capital Loans shall be identical to the Private Placement Warrants.17

~~The~~LIV ~~Company~~CAPITAL ~~has~~ACQUISITION accounted for the 14,087,500 warrants issued in connection with the Initial Public Offering and proposed Business Combination (including 8,587,500 Public Warrants and 5,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40CORP. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.II

AsNOTES aTO ~~result~~CONDENSED ofFINANCIAL ~~the Redemption Agreement (as discussed in Note 6), there was a redemption of 3,293,333 Private Placement Warrants.~~STATEMENTS

~~EBC~~MARCH ~~Founder~~31, ~~Shares~~2023

~~On July 9, 2021, the Company issued to an underwriter an aggregate of 50,000 Class A ordinary shares~~ (~~the “EBC Founder Shares”~~Unaudited) for a total of $5 of consideration. On October 14, 2021, the Company issued an additional 50,000 EBC Founder Shares, for a total consideration of $5. On January 31, 2022, the Company issued an additional 60,000 EBC Founder Shares, for a total consideration of $6. The Company accounts for the fair value of the EBC Founder Shares over consideration paid as a deferred offering cost of the Initial Public Offering. Accordingly, the offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants were charged to permanent shareholders’ equity upon the completion of the Initial Public Offering, while offering costs allocated to the redeemable Public Shares were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering. The Company estimated the total fair value of the EBC Founder Shares to be $888,855. The Company established the initial fair value for the EBC Founder Shares on the date of the issuances, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors (see Note 8).

~~The~~In ~~holders~~addition, of the EBC Founder Shares have ~~agreed~~been ~~not~~deemed compensation by FINRA and are therefore subject to ~~transfer,~~a ~~assign~~lock-up orfor ~~sell~~a ~~any~~period ~~such~~of ~~shares~~180 days ~~until~~immediately following the ~~completion~~date of athe ~~Business~~effectiveness ~~Combination.~~of Inthe ~~addition,~~registration ~~the~~statement ~~holders~~ of which the ~~EBC~~Company’s ~~Founder~~prospectus ~~Shares~~forms ~~have~~a ~~agreed~~part pursuant to Rule 5110(ig)(1) toof the ~~waive~~FINRA ~~their~~Manual. ~~conversion~~Pursuant ~~rights~~to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or ~~right~~sold, totransferred, assigned, ~~participate~~pledged, inor hypothecated, or be the subject of any ~~tender~~hedging, ~~offer)~~short ~~with~~sale, ~~respect to~~derivative, ~~such~~put ~~shares~~or incall ~~connection~~transaction ~~with~~that would result in the ~~completion~~economic disposition of athe ~~Business~~securities ~~Combination~~by ~~and~~any ~~(ii)~~person for a period of 180 todays ~~waive~~immediately ~~their~~following ~~rights~~the toeffective ~~liquidating~~date ~~distributions~~of ~~from~~the registration statement of which the ~~Trust~~Company’s ~~Account~~prospectus ~~with~~forms ~~respect~~a part or commencement of sales of the public offering, except to ~~such~~the ~~shares~~underwriters and ifselected dealer participating in the ~~Company~~offering ~~fails~~and their bona fide officers or partners, provided that all securities so transferred remain subject to ~~complete~~the alockup ~~Business~~restriction ~~Combination~~above ~~within~~for the ~~Combination~~remainder ~~Period~~of the time period.

19NOTE 8. FAIR VALUE MEASUREMENTS

~~LIV~~The ~~CAPITAL~~following ~~ACQUISITION~~table ~~CORP.~~presents information IIabout the Company’s financial instruments that are measured at fair value on a recurring and non-recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

NOTES TO CONDENSED FINANCIAL STATEMENTS

Description

Frequency of Measurements

Level

December 31,
2022

March 31, 2023

Assets:

Marketable securities held in Trust Account

Recurring

118,509,513

119,737,191

~~SEPTEMBER~~NOTE ~~30,~~9. SUBSEQUENT ~~2022~~EVENTS

~~(Unaudited)~~The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

InOn ~~addition~~May 1, 2023 (the ~~EBC Founder~~“Extraordinary ~~Shares~~General ~~have~~Meeting”), ~~been~~shareholders ~~deemed~~of ~~compensation~~the byCompany ~~FINRA~~approved ~~and~~an ~~are~~amendment ~~therefore~~to ~~subject~~the toCompany’s aamended ~~lock-up~~and ~~for~~restated amemorandum ~~period~~and articles of ~~180 days~~association ~~immediately following~~ (the ~~date~~“Charter” ofand, ~~the~~such ~~effectiveness~~amendment ofto the ~~registration~~Charter, ~~statement~~the of“Charter Amendment”) in order to (i) extend the date by which the Company’s ~~prospectus~~must ~~forms~~consummate aits ~~part~~initial ~~pursuant~~business tocombination, ~~Rule 5110(g)(1)~~ cease its operations and redeem all of ~~the~~its ~~FINRA~~Class ~~Manual.~~A ~~Pursuant~~ordinary toshares ~~FINRA Rule 5110~~(gthe “Extension Proposal”), (1ii), ~~these~~provide ~~securities~~for ~~will~~the ~~not~~right beof ~~sold~~a ~~during~~holder ~~the~~of ~~offering,~~Class orB ~~sold,~~ordinary ~~transferred,~~shares ~~assigned,~~of ~~pledged,~~the orCompany ~~hypothecated,~~to orconvert besuch ~~the~~Class ~~subject~~B ofordinary ~~any~~shares ~~hedging,~~into ~~short~~Class ~~sale,~~A ~~derivative,~~ordinary ~~put~~shares oron ~~call~~a ~~transaction~~one-for-one ~~that~~basis ~~would~~prior ~~result in~~to the ~~economic~~closing ~~disposition~~of a business combination at the election of the ~~securities~~holder by(the ~~any~~“Founder ~~person~~Share ~~for~~Amendment aProposal”), ~~period~~and of(iii) ~~180 days~~eliminate ~~immediately~~from ~~following~~the Charter the ~~effective~~limitation ~~date~~that of the ~~registration~~Company ~~statement~~shall ofnot ~~which~~redeem ~~the~~Class ~~Company’s~~A ~~prospectus~~ordinary ~~forms~~shares aincluded as part orof ~~commencement~~the ofunits ~~sales~~sold ofin the ~~public~~initial public offering, ~~except to~~including ~~the~~any ~~underwriters and~~shares ~~selected~~issued ~~dealer~~in ~~participating~~exchange inthereof (the ~~offering~~“Public ~~and~~Shares”) ~~their~~to ~~bona~~the ~~fide~~extent ~~officers~~that orsuch ~~partners,~~redemption ~~provided that all~~would ~~securities~~cause sothe ~~transferred~~Company’s ~~remain~~net ~~subject~~tangible assets to ~~the~~be ~~lockup~~less ~~restriction~~than ~~above~~$5,000,001 ~~for~~ (the ~~remainder~~“Redemption ofLimit” and, such proposal, the “Redemption ~~time~~Limitation ~~period~~Proposal”).

~~NOTE~~At 8the Extraordinary General Meeting, a total of 9,875,274, or 78.72% ~~FAIR~~of ~~VALUE~~the ~~MEASUREMENTS~~ Company’s issued and outstanding ordinary shares held of record at the close of business on March 30, 2023, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s shareholders voted on each of the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal (collectively, the “Voted Proposals”), which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on April 7, 2023 (the “Proxy Statement”). As there were sufficient votes to approve the Extension Proposal, the Adjournment Proposal described in the Proxy Statement and referred to as “Proposal No. 3” was not presented to shareholders.

~~The~~On ~~following~~May ~~table~~3, ~~presents information~~2023, ~~about~~in connection with the ~~Company’s~~Voted ~~financial~~Proposals, ~~instruments~~the ~~that~~holders ~~are~~of ~~measured~~5,855,018 atClass ~~fair~~A ~~value~~ordinary onshares, aproperly ~~recurring~~exercised ~~and~~their ~~non-recurring~~right ~~basis~~to ~~at September~~redeem ~~30,~~their ~~2022~~shares ~~and~~for cash ~~December~~at ~~31,~~a ~~2021,~~redemption ~~and~~price ~~indicates~~of ~~the~~approximately ~~fair~~$10.49 ~~value~~per ~~hierarchy~~share, offor ~~the~~an ~~valuation~~aggregate ~~inputs~~redemption ~~the~~amount ~~Company~~of ~~utilized~~approximately ~~to determine such fair value:~~$61,425,326.

Description	Frequency of Measurements	Level		September 30, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account	Recurring		1	$	117,493,883	$	—
Fair value of EBC Founder Shares (included within deferred offering costs)	Non-recurring		3	$	N/A	$	538,234

The EBC Founder Shares were accounted at fair value in accordance with ASC 718-10. The EBC Founder Shares are measured at fair value at the time of issuance only, therefore on a non-recurring basis.

The EBC Founder Shares were valued using a probability weighted model, which is considered to be a Level 3 fair value measurement. The probability weighted model’s primary unobservable inputs utilized in determining the fair value of the EBC Founder Shares is the probability of the Initial Public Offering not occurring, the probability of the Business Combination not occurring, and estimated concession. The probability of the Initial Public Offering and Business Combination not occurring were derived from observable public research vehicles utilized by the Company as well as background and historical data.

The following table provides quantitative information regarding Level 3 fair value measurements:

	Initial Measurements inputs on July 9, 2021, October 14, 2021 and January 31, 2022
Value of Initial Public Offering share	$	9.25
Probability of Initial Public Offering not happening		5.0 - 13.0	%
Probability of Business Combination not happening		5	%
Estimated concessions		12.5 - 13.0	%
Discount for lack of marketability		20.0	%

LIV CAPITAL ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(Unaudited)

The following table presents the changes in the fair value of Level 3 EBC Founder Shares included in offering costs:

	Total EBC Founder Shares
Fair value as of February 11, 2021 (inception)	$	—
Initial measurement for shares issued on July 9, 2021		269,117
Initial measurement for shares issued on October 14, 2021		269,117
Fair value as of December 31, 2021		538,234
Initial measurement for shares issued on January 31, 2022		350,621
Fair value as of February 10, 2022 (Initial Public Offering date)	$	888,855

The over-allotment liability was accounted at fair value in accordance with ASC 480 and is presented as a currently liability in the accompanying balance sheet. The over-allotment liability is measured at fair value at the time of issuance, remeasured at a reporting period, and remeasured at the time of an exercise.

The over-allotment liability was valued using a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The Black-Scholes model’s primary unobservable inputs utilized in determining the fair value of the over-allotment liability is the volatility probability. The volatility probability was derived from observable public Companies historical data.

The following table provides quantitative information regarding Level 3 fair value measurements:

	February 10, 2022			February 15, 2022
Value of Initial Public Offering share	$	10.00		$	10.01
Expected term		0.12			0.11
Volatility		2.48	%		2.48	%
Yield curve		0.223	%		0.133	%

The following table presents the changes in the fair value of over-allotment liability:

Fair value as of December 31, 2021	$	—
Initial measurement at February 10, 2022 (IPO date)		54,192
Change in fair value on February 15, 2022 (over-allotment exercise date)		(1,862	)
Elimination of over-allotment liability on February 15, 2022		(52,330	)
Fair value as of September 30, 2022	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the three and nine months ended September 30, 2022.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

As of the date of this filing, the Sponsor loaned the Company an additional $5,000 for working capital purposes, resulting in an aggregate of $212,500 outstanding under the Sponsor Promissory Note (see Note 5).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to LIV Capital Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to LIV Capital Acquisition Sponsor II, L.P. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~Annual ~~prospectus~~ Report on Form 10-K for ~~its~~the ~~Initial~~year ~~Public~~ended ~~Offering~~December 31, 2022, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated inas ~~the~~ a Cayman Islands onexempted ~~February 11,~~company ~~2021~~and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, ~~recapitalization,~~ reorganization or similar business combination with one or more businesses, orwhich ~~entities.~~we Werefer ~~intend~~ to ~~effectuate our~~throughout ~~Business~~this ~~Combination~~Quarterly ~~using~~Report ~~cash~~as ~~derived~~our ~~from~~initial ~~the~~business ~~proceeds~~combination. ofAlthough ~~the~~we ~~Initial~~will ~~Public~~not ~~Offering~~be ~~and~~limited ~~the~~to ~~sale~~a ofparticular ~~the~~industry ~~Private~~or ~~Placement~~geographic ~~Warrants,~~region in our ~~shares~~identification and acquisition of a target company, ~~debt~~we intend to focus our search on Mexican target businesses or atarget ~~combination~~businesses with ofa ~~cash,~~significant ~~shares~~presence ~~and~~in ~~debt~~Mexico.

We ~~expect~~must tocomplete ~~continue~~one toor ~~incur significant~~more ~~costs~~initial business combination having an aggregate fair market value of at least 80% of the net assets held in the ~~pursuit~~trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of ~~our~~the ~~acquisition~~signing ~~plans~~of the agreement to enter into the initial Business Combination. WeHowever, ~~cannot~~we ~~assure~~will ~~you~~only ~~that~~complete ~~our~~a ~~plans~~business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we are unable to complete aan initial business combination within the Business Combination Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be ~~successful~~net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (2) and (3), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On August 17, 2022, we, entered into a Business Combination Agreement with Covalto and Covalto Merger Sub, pursuant to which, among other things, Covalto will make an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes and effect a Pre-Closing Capital Restructuring, and Merger Sub will subsequently be merged with and into us, with our company being the surviving entity in the Merger and continuing (immediately following the Merger) as a direct wholly-owned subsidiary of New Covalto, on the terms and subject to the conditions of Business Combination.

As a result of the proposed business combination, each of our issued and outstanding Class A ordinary share, par value US$0.0001 per share, and Class B ordinary share, par value US$0.0001 per share, will be automatically surrendered and exchanged for the right to receive one New Covalto Class A Ordinary Share and one New Covalto Class A Ordinary Shares, and each issued and outstanding LIVB Warrant will be converted into and become a warrant to purchase a New Covalto Warrant, and New Covalto shall assume each such LIVB Warrant in accordance with its terms.

On April 10, 2023, the Company amended the Original Business Combination Agreement, entering into the Second Business Combination Agreement, (the “Business Combination Agreement”) extending the extension date from May 10, 2023 to February 10, 2024.

The transaction has been unanimously approved by our board of directors and the board of directors of Covalto, and is expected to close in the second quarter of 2023, subject to, among other things, SEC review, approval by our shareholders, regulatory approvals, and satisfaction of other customary closing conditions.

On August 16, 2022, the Company entered into that certain redemption agreement (the “Redemption Agreement”) with (i) the sponsor and (ii) certain limited partners of the sponsor and the LIV Sponsor II GP, LLC (each, a “Rollover Party” and collectively, the “Rollover Parties”). In connection with the Redemption Agreement, the Rollover Parties, the sponsor and LIVB implemented the following transactions in the order in which they are listed (collectively, the “Rollover Redemption”):

The sponsor mandatorily withdrew each Rollover Party’s Class S Units and Class W Units in exchange for an aggregate of 1,929,083 LIVB Class B ordinary shares and 3,293,333 Private Placement Warrants, respectively; and

ii.

LIVB repurchased each Rollover Party’s Class B ordinary shares and redeemed each Rollover Party’s Private Placement Warrants in exchange for a promissory note (each such note, a “Promissory Note”) in an aggregate amount of $3,158,835, which is equal to the amount of equity contributed by each Rollover Party indirectly or directly to LIVB.

As a result of the Redemption Agreement, the Company purchased 1,929,083 Class B ordinary shares and redeemed 3,293,333 Private Placement Warrants in exchange for the Promissory Notes. The Company evaluated the Promissory Notes and Redemption Agreement pursuant to ASC 480 and ASC 815. The Company determined that the Company should record the Promissory Notes at face value. The fair value of the Class B ordinary shares purchased was $1.85 per share and the fair value of the Private Placement Warrants redeemed was $0.10 per warrant, for a total fair value of $3,898,137.

Recent Developments

OnAt ~~August~~our 17Extraordinary General Meeting held on May 1, ~~2022~~2023, ~~we entered~~our ~~into~~shareholders ~~the~~approved ~~Business~~an ~~Combination~~amendment ~~Agreement~~to ~~with~~our ~~Covalto~~amended and ~~Merger~~restated ~~Sub~~memorandum and articles of association (the “Charter” and, ~~pursuant~~such amendment to ~~which~~the Charter, ~~among~~the ~~other~~“Charter ~~things,~~Amendment”) ~~Covalto~~in ~~will~~order ~~make~~to (i) extend the date by anwhich ~~election~~we tomust beconsummate ~~classified~~our asinitial anbusiness ~~association~~combination, ~~taxable~~cease asour aoperations ~~corporation~~and redeem all of our Class A ordinary shares, (ii) provide for ~~U.S.~~the ~~federal~~right ~~income~~of ~~tax~~a ~~purposes~~holder ~~and~~of ~~effect~~our Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a ~~Pre~~one-~~Closing~~for-one ~~Capital~~basis ~~Restructuring~~prior to the closing of a business combination at the election of the holder, and ~~Merger~~(iii) ~~Sub~~eliminate ~~will~~from ~~subsequently~~our beCharter ~~merged~~the ~~with~~limitation that ~~and~~we ~~into~~shall ~~LIVB,~~not ~~with~~redeem ~~LIVB~~Class ~~being~~A ordinary shares included as part of the ~~surviving~~units ~~entity~~sold in the ~~Merger~~initial public offering, including any shares ~~and~~issued ~~continuing~~in ~~(immediately~~exchange ~~following~~thereof, to the ~~Merger)~~extent asthat asuch ~~direct~~redemption ~~wholly-owned~~would ~~subsidiary~~cause ofour ~~Covalto~~net tangible assets to be less than $5,000,001. onOn May 3, 2023, we filed the ~~terms~~Charter ~~and~~Amendment ~~subject~~with tothe Registrar of Companies in the ~~conditions~~ Cayman Islands, which is set forth ~~therein~~herein under Exhibit 3.1.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 11, 2021 (inception) through ~~September~~March 3031, ~~2022~~2023 were ~~organizational~~ organizational activities, those necessary to prepare for ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering, ~~described~~and ~~below,~~ identifying a target company for a ~~Business Combination~~business ~~and activities in connection with the proposed acquisition of Covalto~~combination. We do not expect to generate any operating revenues until after the completion of our ~~Business~~business ~~Combination~~combination. We generate non-operating income in the form of interest income on marketable securities held in the ~~Trust~~trust ~~Account~~account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the three months ended March ~~September 30~~31, ~~2022~~2023, we had a net ~~loss~~income of $1434,~~105~~081,~~157,~~ which consists of ~~operating costs of $1,655,889, offset by~~ interest income on marketable securities held in the Trust Account of $1,227,678, offset by operating and formation costs of $~~550~~793,~~732~~597.

For the ~~nine~~three months ended March ~~September 30~~31, 2022, we had a net loss of $116,~~965~~498,~~041,~~ which consists of operating costs of $278,~~670~~669,~~786,~~ offset by change in fair value of over-allotment ~~option~~ option of $1,862 and interest income on marketable securities held in the Trust Account of $~~703~~60,~~883~~309.

For the period ended September 30, 2021, we had a net loss of $7,393 which consisted of formation costs.

Liquidity and Capital Resources

On February 10, 2022, we consummated the Initial Public Offering of 10,000,000 Units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $5,500,000.

On February 15, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 1,450,000 Public Shares issued for an aggregate amount of $14,500,000. A total of $14,790,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $116,790,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Units, a total of $116,790,000 was placed in the Trust Account. We incurred $3,888,278 of transaction costs in Initial Public Offering and partial exercise of the over-allotment option, consisting of $2,290,000 of underwriting fees, and $1,598,278 of other offering costs.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, cash used in operating activities was $~~526~~47,~~005~~410. Net ~~loss~~income of $1434,~~965,041~~081 was affected by interest earned on marketable securities held in the Trust Account of $~~703,883 and change in fair value of over-allotment option of $~~1,~~862~~227,678. Changes in operating assets and liabilities provided $2746,~~144,781~~187 of cash for operating activities.

For the ~~period~~three ~~from~~months ~~February 11, 2021 (inception)~~ended ~~through~~March ~~September 30~~31, ~~2021~~2022, cash used in operating activities was $0406,121. Net loss of $16,498 was affected by interest earned on marketable securities held in the Trust Account of $60,309 and change in fair value of over-allotment option of $1,862. Changes in operating assets and liabilities used $327,452 of cash for operating activities.

As of September 30, 2022, we had marketable securities held in the Trust Account of $117,493,883 (including approximately $703,883 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.20

As of ~~September~~March 3031, ~~2022~~2023, we had marketable ~~cash~~securities held in the Trust Account of $3119,~~998~~737,191 (including approximately $2,947,191 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held ~~outside~~in the Trust Account, ~~primarily~~including toany ~~identify~~amounts ~~and~~representing ~~evaluate~~interest earned ~~target~~on ~~businesses,~~the ~~perform~~Trust ~~business~~Account ~~due~~(less ~~diligence on~~income ~~prospective~~taxes ~~target businesses~~payable), ~~travel~~ to ~~and~~complete ~~from~~our Business Combination. To the ~~offices~~extent that our share capital or debt is used, ~~plants~~in whole or ~~similar~~in ~~locations~~part, ofas ~~prospective~~consideration ~~target~~to ~~businesses~~complete orour ~~their~~Business Combination, the remaining proceeds held in the Trust Account ~~representatives~~will orbe ~~owners,~~used ~~review~~as ~~corporate~~working ~~documents~~capital ~~and~~to ~~material~~finance ~~agreements~~the operations of ~~prospective~~the target business or businesses, ~~structure,~~make ~~negotiate~~other acquisitions and ~~complete~~ apursue ~~Business~~our growth ~~Combination~~strategies.

23As of March 31, 2023, we had cash of $5,514. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these unaudited condensed financial statements were issued. No adjustments have been ~~made~~ made to the carrying amounts of assets or liabilities should the Company be required to liquidate after ~~May~~February 10, ~~2023~~2024.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

The Company entered into an agreement on February 7, 2022, pursuant to which will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. ~~For~~ For the three ~~and nine~~ months ended ~~September~~ 30March 31, 2023 and 2022, the Company incurred $30,000 and $8020,000, respectively, for these services, of which ~~such~~$140,000 and ~~amounts~~$110,000 are recorded as accrued expenses in the balance ~~sheet~~sheets as of ~~September~~March 3031, ~~2022.~~2023 ~~For the three months ended September 30, 2021~~ and ~~for~~December ~~the period from February 11~~31, ~~2021 (inception) through September 30~~2022, ~~2021, the Company did not incur any fees for these services~~respectively.

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 15, 2022, the underwriters elected to partially exercise the over-allotment option to purchase an additional 1,450,000 Public Shares at a price of $10.00 per Public Share.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,290,000 in the aggregate which was paid upon the closing of the Initial Public Offering and partial exercise of the over-allotment options.

The Company engaged EarlyBirdCapital, Inc. (“EBC”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with the Company’s shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination.

The Company entered into a finder’s fee agreement with a consultant to assist the Company in facilitating a Business Combination with one or more targets, subject to certain conditions. The finder will only be compensated in the event that the Business Combination is consummated with a target sourced by the finder. The Company shall pay the finder a fee of $300,000, plus applicable tax. In connection with the Business Combination, the Company shall pay a financing fee to the finder cash fee equal to 2% of all PIPE funds received and accepted by the Company from investors sourced by the finder, subject to certain conditions.

2421

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.

Net Loss per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income loss per ordinary share is computed by dividing net income loss by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income loss per ordinary share as the redemption value approximates fair value.

The calculation of diluted income loss per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 10,794,167 Class A ordinary shares in the aggregate. As of ~~September~~March 3031, ~~2022~~2023, we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 362,500 Founder Shares in ~~September~~March 3031, ~~2022~~2023 which are no longer forfeitable and thus included for dilutive purposes.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September 30~~March 31, ~~2022~~2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting related to ineffective review controls over the financial statement preparation process including the valuation of complex financial instruments.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of ~~2022~~2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management has identified a material weakness in internal controls stated above. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding the valuation of complex financial instruments and accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

2522

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this ~~report~~Quarterly ~~include~~Report ~~the~~are ~~risk~~any ~~factors~~of the risks described in our ~~final~~Annual ~~prospectus~~Report on Form 10-K for ~~its~~the ~~Initial~~year ~~Public~~ended ~~Offering~~ December 31, 2022, filed by the Company with the SEC on April 13, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our ~~final~~Annual ~~prospectus for its Initial Public Offering filed with the SEC, except for the following:~~Report.

Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements, our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On February 10, 2022, we consummated the Initial Public Offering of 10,000,000 Units~~None. The Units were sold, generating total gross proceeds of $100,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261950). The Securities and Exchange Commission declared the registration statement effective on February 7, 2022.

Simultaneous with the consummation of the Initial Public Offering, the Sponsor and EarlyBirdCapital consummated the private placement of an aggregate of 5,500,000 warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,500,000. Each whole Private Warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $116,790,000 was placed in the Trust Account.

We paid a total of $2,290,000 in underwriting discounts and commissions and $1,598,278 for other costs and expenses related to the Initial Public Offering and the partial exercise of the over-allotment option.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2723

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.

2824

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIV CAPITAL ACQUISITION CORP. II.
Date: November 18, 2022	By:	/s/ Alexander R. Rossi
Date: May 19, 2023	By:	/s/ Alexander R. Rossi
	Name:	Alexander R. Rossi
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)
Date: November 18, 2022	By:	/s/ Luis Rodrigo Clemente Gamero
Date: May 19, 2023	By:	/s/ Luis Rodrigo Clemente Gamero
	Name:	Luis Rodrigo Clemente Gamero
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

2925

Filing Compare · LIV Capital Acquisition Corp. II