SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zesati Humberto

(Last)

(First)

(Middle)

CERRADA AGUSTIN AHUMADA #14

LOMAS DE CHAPULTEPEC, MIGUEL HIDALGO

(Street)

CDMX

CP 11000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIV Capital Acquisition Corp. [ LIVK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants⁽¹⁾	⁽²⁾	06/25/2021		A⁽²⁾		361,792⁽²⁾		⁽²⁾	⁽³⁾	Class A Ordinary Shares	361,792	⁽²⁾	361,792⁽²⁾	D

Explanation of Responses:

1. Pursuant to that certain Sponsor Warrants Purchase Agreement, dated December 10, 2019, by and between the Issuer and the Issuer's sponsor, LIV Capital Acquisition Sponsor, L.P. (the "Sponsor"), the Sponsor acquired from the Issuer 2,811,250 warrants of the Issuer (each, a "Private Placement Warrant"), as described in the Issuer's Registration Statement on Form S-1 (File No. 333-234799) filed with the Securities and Exchange Commission on November 20, 2019 (the "Registration Statement").

2. As described in the Issuer's Registration Statement under the heading "Description of Securities - Warrants", each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share, subject to certain anti-dilution adjustments as described in the Registration Statement. The Private Placement Warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months following the closing of the Issuer's initial public offering ("IPO"). As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's IPO, except that the Private Placement Warrants (so long as they are held by the Sponsor or its permitted transferees) (i) will not be redeemable by the Issuer and (ii) may be exercised by the holders on a cash or cashless basis at the holders' option.

3. The Private Placement Warrants will expire upon the fifth anniversary of the completion of Issuer's initial business combination, at 5:00 p.m. New York City time, or earlier upon redemption or liquidation.

	/s/ Mariana Romero, as attorney-in-fact for Humberto Zesati	06/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Zesati Humberto