Covalto (CVTO) F-4/ARegistration of securities (foreign) (amended)

As filed with the U.S. Securities and Exchange Commission on February 17, 2023

Registration No. 333-269106 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COVALTO LTD.

(Exact Name of Registrant as Specified in Its Charter)

Boulevard Miguel de Cervantes Saavedra, Floor 16

11520 Mexico City

Mexico

+52 800-269-0041

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement provided that all other conditions to the proposed merger described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Covalto may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PRELIMINARY COPY—SUBJECT TO COMPLETION DATED FEBRUARY 17, 2023

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF LIV CAPITAL ACQUISITION CORP. II, AND PROSPECTUS FOR         CLASS A ORDINARY SHARES,        WARRANTS AND        CLASS A ORDINARY SHARES UNDERLYING WARRANTS OF COVALTO LTD.

The board of directors of LIV Capital Acquisition Corp. II (the “LIVB Board”), a Cayman Islands exempted company (“LIVB”), has unanimously approved the business combination agreement (the “Business Combination Agreement”), dated as of August 17, 2022, by and among LIVB, Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into LIVB (the “Merger”), with LIVB surviving the Merger as a wholly-owned subsidiary of Covalto. As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), the shareholders of LIVB will become shareholders of Covalto.

As a result of the Transactions (as defined in the Business Combination Agreement) (including adjustments to Covalto’s preexisting capitalization), Covalto will have two classes of ordinary shares outstanding after the Closing: Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares. The rights of the holders of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares will be substantially identical, except with respect to voting and conversion rights. Each Covalto Class A Ordinary Share will be entitled to one vote per share. Each Covalto Class B Ordinary Share will be entitled to 10 votes per share and will be convertible into one Covalto Class A Ordinary Share as set forth in the Covalto A&R M&A. Holders of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares will vote together as a single class on all matters (including the appointment of directors) submitted to a vote of Covalto Shareholders except as otherwise provided in the Covalto A&R M&A. The Covalto A&R M&A require a separate vote of holders of Covalto Class B Ordinary Shares for the reclassification of Covalto Class A Ordinary Shares into shares having more than one vote, authorization or issuance of any additional class of Covalto shares having the right to more than one vote per share, the issuance of any additional Covalto Class B Ordinary Shares, a modification of the rights of the Covalto Class B Ordinary Shares, or the subdivision, combination or reclassification of Covalto Class A Ordinary Shares or any other class of share of Covalto, in a manner that is different or disproportionate to the subdivision, combination or reclassification of the other classes of shares of Covalto.

Pursuant to the Business Combination Agreement, on the date (the “Closing Date”) of the consummation of the Merger (the “Closing”) and immediately prior to Closing: (i) immediately prior to the Pre-Closing Capital Restructuring each preference share of Covalto, with nominal value U.S.$0.0001 per share, will be converted into an ordinary share, par value U.S.$0.0001 per share, of Covalto (each, a “Covalto Ordinary Share”) pursuant to a conversion direction notice to be executed by the applicable holders of Covalto preference shares (the “Preferred Share Conversion”); (ii) each Covalto Ordinary Share shall be re-designated as a Class A ordinary share, par value U.S.$0.0001, of Covalto (the “Re-Designation” and such shares, “Covalto Class A Ordinary Shares”); (iii) a new class of Class B ordinary shares of Covalto, having the same par value as the Class A Ordinary Shares (the “Covalto Class B Ordinary Shares” and, together with the Covalto Class A Ordinary Shares, the “Covalto Shares”), which will carry voting rights in the form of 10 votes per share, in accordance with Covalto’s Amended and Restated Memorandum and Articles of Association (the “Covalto A&R M&A”) shall be created, and the two co-founders of Covalto (the “Co-Founders”) shall exchange their Class A Ordinary Shares for Class B Ordinary Shares; (iv) Covalto will increase its authorized share capital; and (v) the Covalto A&R M&A shall be adopted. The transactions described in the foregoing clauses (ii) to (v) are herein referred to as the “Pre-Closing Capital Restructuring.”

Immediately following and after giving effect to the Pre-Closing Capital Restructuring, at the effective time of the Merger (the “Effective Time”), (a) each Class A ordinary share of LIVB, par value U.S.$0.0001 per share (each, a “LIVB Class A Ordinary Share”), issued and outstanding immediately prior to the Effective Time, will be automatically converted into the right of the holder thereof to receive one Covalto Class A Ordinary Share, (b) each Class B ordinary share of LIVB, par value U.S.$0.0001 per share (each, a “LIVB Class B Ordinary Share” and, together with the LIVB Class A Ordinary Shares, the “LIVB Ordinary Shares”), issued and outstanding immediately prior to the Effective Time, will be automatically converted into the right of the holder thereof to receive one Covalto Class A Ordinary Share, (c) issued and outstanding warrants of LIVB sold to the public in connection with the public offering of LIVB Units and to LIV Capital Acquisition Sponsor II, L.P. (the “Sponsor”), a Cayman Islands exempted limited partnership, in a private placement in connection with LIVB’s initial public offering will automatically and irrevocably be assumed by Covalto and converted into a corresponding warrant exercisable for Covalto Class A Ordinary Shares (the “Covalto Warrants”) in accordance with the terms of the Amended and Restated Warrant Agreement (as defined in the Business Combination Agreement) to be entered into immediately prior to the Effective Time, in the case of each of clauses (a), (b) and (c), including the LIVB Ordinary Shares or warrants of LIVB in respect of promissory notes as contemplated by the Contribution Agreement.

On the Closing Date, each other Existing Covalto Warrant and Existing Covalto Option (each as defined in the Business Combination Agreement) issued, outstanding and unexercised as of immediately prior to the effectiveness of the Covalto Preferred Conversion, shall be exchanged for a Covalto Warrant or an option, as applicable, to purchase an amount of Covalto Class A Ordinary Shares calculated in accordance with the terms of the Business Combination Agreement.

Concurrently with the execution of the Business Combination Agreement, Covalto and Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV” (the “Anchor Investor”), entered into a mandatorily convertible note (the “Anchor Note”), in the aggregate principal amount of U.S.$30,000,000, which notes will convert into a number of Covalto Class A Ordinary Shares on the terms set forth therein (such investment, the “Anchor Investment”), together with other mandatorily convertible notes, in the aggregate principal amount of no less than an incremental U.S.$30,000,000, which will convert into a number of Covalto Class A Ordinary Shares on the same terms for an aggregate investment amount converting into equity of no less than U.S.$60,000,000 (such investments, together with the Anchor Investment, the “Aggregate Convertible Investment”).

This proxy statement/prospectus relates to the issuance of up to (a) 11,610,000 Covalto Class A Ordinary Shares in exchange for LIVB Class A Ordinary Shares (that are not redeemed), (b) 8,587,500 Covalto Warrants issued in exchange for the LIVB Public Warrants (c) 8,587,500 Covalto Class A Ordinary Shares to be issued upon exercise of the Covalto Warrants to be issued in exchange for the LIVB Public Warrants, (d) 69,592,352 Covalto Class A Ordinary Shares to the existing shareholders of Covalto pursuant to the Closing True-Up, (e) 2,500,000 Covalto Class A Ordinary Shares to the existing shareholders of Covalto as Earn-Out Shares (as defined in the Business Combination Agreement), (f) 6,697,250 Covalto Class A Ordinary Shares to the Co-Founders (such shares to be exchanged by the Co-Founders for Covalto Class B Ordinary Shares) and Covalto’s Chief Financial Officer upon vesting (either upon Closing or at a future date) of incentive equity grants under the 2022 Plan (as defined herein), and (g) 10,555,431 Covalto Class A Ordinary Shares issuable upon conversion of the Mandatorily Convertible Notes (including to the Anchor Investor). We are not registering herein the issuance or resale of Covalto Class A Ordinary Shares issuable in exchange for LIVB Class B Ordinary Shares, Covalto Class A Ordinary Shares issuable to pre-Closing Covalto Shareholders in respect of Covalto options or the issuance or resale of the Covalto Warrants issuable upon exchange of the LIVB Private Placement Warrants (as defined herein) or warrants owned by pre-Closing Covalto securityholders (or Covalto Class A Ordinary Shares underlying such warrants).

Covalto has agreed to issue a total of 2,500,000 newly issued Covalto Class A Ordinary Shares and newly issued Covalto Class B Ordinary Shares, with each Covalto Co-Founder receiving Covalto Class B Ordinary Shares and each other Covalto Shareholder receiving Covalto Class A Ordinary Shares (the “Earn-Out Shares”), to be delivered to the existing shareholders of Covalto in proportion to their ownership of Covalto’s share capital (without adjustment for any outstanding warrants or options) as of immediately prior to the Effective Time, as follows: (i) if at any time during the 60 months following the Closing Date, the closing share price of the Covalto Class A Ordinary Shares is greater than or equal to U.S.$13.50 over any 20 Trading Days within any 30 Trading Day period, one-half of the Earn-Out Shares shall be issued; and (ii) if at any time during the 60 months following the Closing Date, the closing share price of the Covalto Class A Ordinary Shares is greater than or equal to U.S.$17.50 over any 20 Trading Days within any 30 Trading Day period, one-half of the Earn-Out Shares shall be issued.

After giving effect to the Transactions (without adjustment for any future Earn-Out Shares that may or may not be issued and assuming no redemptions by LIVB Public Shareholders), Covalto Class A Ordinary Shares will collectively represent approximately 83.0% of the post-Closing combined company’s total issued and outstanding shares and 32.8% of the post-Closing combined company’s voting power attached to all of its issued and outstanding shares, and Covalto Class B Ordinary Shares will collectively represent approximately 17.0% of the post-Closing combined company’s total issued and outstanding shares and 67.2% of its voting power attached to all of its issued and outstanding shares.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of LIVB Shareholders scheduled to be held at                  a.m. (Eastern Time) on                 , 2023 at                  and                  or such other date, time and place to which such meeting may be adjourned or postponed.

Although Covalto is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Covalto will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Covalto is applying to list the Covalto Class A Ordinary Shares and the Covalto Warrants on The Nasdaq Global Market (“NASDAQ”) under the proposed symbols “CVTO” and “CVTOW,” respectively, to be effective at the Closing. It is a condition of the consummation of the Transactions that the Covalto Class A Ordinary Shares are approved for listing on the NASDAQ (or any other public stock market or exchange in the United States as may be agreed by Covalto and LIVB), subject only to official notice of issuance thereof. While trading on the NASDAQ is expected to begin on the first business day following the Closing Date, there can be no assurance that Covalto’s securities will be listed on the NASDAQ or that a viable and active trading market will develop. See “Risk Factors” beginning on page 51 of this proxy statement/prospectus for more information.

Covalto expects to qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Covalto also expects to qualify as a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Covalto’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Covalto will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Further, following the Merger, Covalto will be a “controlled company” within the meaning of NASDAQ corporate governance rules, and, as such, plans to rely on available exemptions from certain NASDAQ corporate governance requirements.

This proxy statement/prospectus provides LIVB Shareholders with detailed information about the Merger and other matters to be considered at the extraordinary general meeting of LIVB Shareholders. We encourage you to read this entire proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 51 of this proxy statement/prospectus.

None of the U.S. Securities and Exchange Commission, the Comisión Nacional Bancaria y de Valores (the Mexican Banking and Securities Commission), the Cayman Islands Monetary Authority or any state securities commission have approved or disapproved of the securities to be issued in connection with the Merger, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

of LIV Capital Acquisition Corp. II

To Be Held on                 , 2023

TO THE SHAREHOLDERS OF LIV Capital Acquisition Corp. II:

In light of ongoing developments related to the coronavirus (COVID-19) pandemic, after careful consideration, LIV Capital Acquisition Corp. II encourages its shareholders to attend the meeting virtually through live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of our shareholders, directors and management team. For the purposes of Cayman Islands law and the Memorandum and Articles of Association of LIVB, the physical location of the meeting shall be at             . You or your proxyholder will be able to attend and vote at the meeting online by visiting             and using a control number assigned to you. To register and receive access to the meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of LIV Capital Acquisition Corp. II (“LIVB”), a Cayman Islands exempted company, will be held at          a.m. (Eastern Time) on                 , 2023 (the “extraordinary general meeting” or the “Special Meeting”) at              and              or such other date, time and place to which such meeting may be adjourned or postponed.

The extraordinary general meeting will be held in order to consider and vote on the following proposals:

Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the approval and adoption of the other Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposals set forth in the accompanying proxy statement/prospectus and, to the extent that it is put to the Special Meeting, may be proposed as the first resolution at the Special Meeting.

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The items of business listed above and the full texts of the resolutions are more fully described in the accompanying proxy statement/prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

After careful consideration, the board of directors of LIVB (the “LIVB Board”) has determined that each Proposal is in the best interests of LIVB and unanimously recommends that you vote or give instruction to vote “FOR” each of the Proposals. When you consider the recommendations of the LIVB Board, you should keep in mind that LIVB’s directors and officers may have interests in the Transactions that conflict with, or are different from, your interests as a shareholder of LIVB. See “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Merger.”

Board Recommendation

Entitlement to Vote

Only holders of record of LIVB Ordinary Shares at the close of business on             , 2023 (the “Record Date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

To ensure your representation at the extraordinary general meeting you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of LIVB Ordinary Shares on the Record Date, you may also cast your vote at the extraordinary general meeting. If your LIVB Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted. If you have any questions or need assistance voting your LIVB Ordinary Shares, please contact                 . Questions can also be sent by email to                  . This notice of extraordinary general meeting and the accompanying proxy statement/prospectus relating to the Transactions will be available at https://                 .

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

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Redemption Rights

ALL HOLDERS OF LIVB CLASS A ORDINARY SHARES (THE “LIVB PUBLIC SHAREHOLDERS”) ISSUED IN LIVB’S INITIAL PUBLIC OFFERING (THE “LIVB PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR LIVB PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED TRANSACTIONS. LIVB PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE PROPOSALS OR TO VOTE ON THE PROPOSALS AT ALL IN ORDER TO HAVE THEIR LIVB PUBLIC SHARES REDEEMED FOR CASH. TO EXERCISE REDEMPTION RIGHTS, THE LIVB PUBLIC SHAREHOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LIVB’S TRANSFER AGENT, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF LIVB SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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TABLE OF CONTENTS

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ANNEXES

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by Covalto, constitutes a prospectus of Covalto under Section 5 of the Securities Act with respect to (a) Covalto Class A Ordinary Shares to be issued to LIVB Shareholders in the Merger, (b) Covalto Warrants to be issued to holders of the LIVB Public Warrants, (c) the Covalto Class A Ordinary Shares issuable upon the exercise of the Covalto Warrants issued to holders of the LIVB Public Warrants and (d) the Closing True-Up Shares issued to pre-Closing Covalto Shareholders. This document also constitutes a proxy statement of LIVB under the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the Special Meeting of LIVB Shareholders to consider and vote upon, among others, the proposals to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the Transactions, including the Merger, and to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to “Covalto” refer to Covalto Ltd., together with its subsidiaries, and to “LIVB” refer to LIV Capital Acquisition Corp. II.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Defined Terms

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” are to the business of Covalto and its subsidiaries prior to the consummation of the Merger, which will continue to be the business of Covalto and its subsidiaries following the consummation of the Merger, when it will become a public company.

For certain other defined terms used in this proxy statement/prospectus, see “Selected Definitions.”

Unless otherwise specified, references herein to “U.S. dollars” or “U.S.$” are to United States dollars; references to “pesos” are to Mexican pesos. See “Exchange Rate Presentation” for information regarding the rates of exchange between the peso and the U.S. dollar.

Currency and Accounting Principles

The consolidated financial statements of Covalto included in this proxy statement/prospectus are prepared in U.S. dollars and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”).

The functional currency of Covalto, on a consolidated basis, is the peso, as management has determined the peso to be the primary currency in which the Company derives its revenue and expenses. Consequently, Covalto maintains its books and records in pesos, and its financial information is prepared in pesos and later converted into U.S. dollars, which is its presentation currency. The assets and liabilities of Covalto’s operations that are denominated in pesos are converted into U.S. dollars at the foreign currency exchange rate in effect at the applicable reporting date, and revenues and expenses that are denominated in pesos are translated into U.S. dollars at the average foreign currency exchange rate for the period.

Financial Statements

This proxy statement/prospectus includes the annual audited consolidated financial statements of Covalto as of and for the years ended December 31, 2021 and 2020, together with the notes thereto (“Covalto’s Audited Annual Financial Statements”), and the unaudited interim consolidated financial statements of Covalto as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021, together with the notes thereto (“Covalto’s Unaudited Interim Financial Statements”).

All references to “2021” are to the year ended December 31, 2021 and “2020” are to the year ended December 31, 2020. Our fiscal year ends on December 31 of each year, so all references to a particular fiscal year are to the applicable year ended December 31. Following the consummation of the Merger, we will be required to file annual reports on Form 20-F with the SEC pursuant to the Exchange Act.

Banco Finterra Acquisition

On April 30, 2020, Covalto entered into a stock purchase agreement, as amended and restated on January 31, 2021, for the purchase by Covalto of all of the outstanding capital stock of Banco Finterra, S.A., Institución de Banca Múltiple (“Banco Finterra”), a Mexico-based bank that specializes in financing solutions for small businesses and for businesses in the agricultural sector. The acquisition was consummated on June 10, 2021, and the aggregate consideration paid by Covalto was U.S.$30,462,000. The acquisition of Banco Finterra is referred to herein as the “Bank Acquisition.”

The audited financial statements of Banco Finterra as of and for the years ended December 31, 2020 and 2019, together with the notes thereto (“Banco Finterra’s Audited Financial Statements”), are included in this proxy statement/prospectus.

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Unaudited Pro Forma Financial Information

In addition, we have also included elsewhere in this proxy statement/prospectus (1) our unaudited pro forma condensed combined statements of profit or loss for the nine months ended September 30, 2022 and for the twelve months ended December 31, 2021 and (2) our unaudited pro forma condensed combined statement of financial position as of September 30, 2022. The unaudited pro forma condensed combined statements of profit or loss for the twelve months ended December 31, 2021 give pro forma effect to (i) the Bank Acquisition and (ii) the Merger, as if each had been consummated on January 1, 2021. For a discussion of our unaudited pro forma financial information and related notes, see “Unaudited Pro Forma Financial Information.”

The unaudited pro forma financial information included herein are not necessarily indicative of what our combined financial position or statement of profit or loss, would have been if the Bank Acquisition or the Merger had been completed as of the date indicated, nor does it purport to project the future financial position or operating results of the combined company. The pro forma financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Bank Acquisition or the Merger. Our actual financial position and results of operations may differ significantly and materially from the pro forma amounts reflected herein due to a variety of factors.

Constant Currency Presentation

Our reporting currency is the U.S. dollar, while the functional currency of our operating subsidiaries is the peso. Consequently, our results of operations are exposed to volatility between periods arising out of changes in the U.S. dollar to peso exchange rate. In the discussion set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Covalto—Results of Operations,” we have included information about our interest income, interest expense, loan loss allowance expense, general and administrative expenses, employee benefit expenses and income tax expense (benefit) on a constant currency basis. Constant currency is a presentation aimed to eliminate the effects of exchange rate fluctuations in international operations by using a constant exchange rate between periods of translation, which helps to remove the effect of fluctuations in foreign exchange rates. We believe that this additional information helps investors better understand our performance on a period-to-period basis.

We calculated the constant currency amounts below by applying the prior-year (year ended on December 31, 2020) average exchange rates to current year (year ended on December 31, 2021) financial information, which is expressed in local currency in the relevant financial statements, in order to eliminate the impact of foreign exchange rate fluctuations. The functional foreign currency under which we operate, the peso, was adjusted on a constant currency basis of Ps.21.49 per U.S.$1.00. As of February 13, 2023, the exchange rate reported by the Mexican Central Bank was Ps.18.63 per U.S.$1.00.

Important Information about IFRS and Non-IFRS Financial Measures

To evaluate the performance of its business, Covalto relies on both its results of operations recorded in accordance with IFRS and certain non-IFRS financial measures. These measures, as defined below, are not defined or calculated under principles, standards or rules that comprise IFRS. Accordingly, the non-IFRS financial measures Covalto uses and refers to should not be viewed as a substitute for Covalto’s financial statements prepared and presented in accordance with IFRS or any other performance measure derived in accordance with IFRS, and we encourage you not to rely on any single financial measure to evaluate our business, financial condition or results of operations. Covalto’s definitions of these measures are specific to our business and you should not assume that it is comparable to similarly titled financial measures of other companies.

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Non-IFRS measures included in this proxy statement/prospectus include:

(i) Adjusted Total Revenue, which we define as total interest income plus fees and commissions, operating lease income, net and amortization of deferred transaction costs, origination;

(ii) Adjusted Gross Profit, which we define as Adjusted Total Revenue less interest expense and depreciation on leased equipment;

(iii) Risk-Adjusted Gross Profit, which we define as Adjusted Gross Profit less loan loss allowance; and

(iv) Adjusted EBITDA, which we define as net loss for the year less income tax expense (benefit), corporate debt interest expense, depreciation and amortization, depreciation on leased equipment, stock option plan vesting, exchange loss, net loss (gain) from derivatives, transaction-related expenses and other losses.

Rounding

Certain figures (including percentage amounts) included in this proxy statement/prospectus have been rounded for ease of presentation.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Covalto’s industry and the regions in which it operates, including Covalto’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to Covalto. While Covalto has compiled, extracted, and reproduced industry data from these sources, Covalto has not independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Covalto believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Covalto believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of Covalto’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Covalto” and “Unaudited Prospective Financial Information of Covalto” in this proxy statement/prospectus.

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EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We have proprietary rights to trademarks used in this proxy statement/prospectus that are important to our business, many of which are registered (or pending registration) under applicable intellectual property laws. This proxy statement/prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. Covalto does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of Covalto by, any other companies.

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SELECTED DEFINITIONS

“2018 Plan” refers to the Covalto 2018 Share Plan.

“2022 Plan” refers to the Covalto 2022 Equity Incentive Plan, to be adopted by the Covalto Board prior to the Transaction.

“Adjournment Proposal” refers to the proposal to approve by ordinary resolution, if necessary, the adjournment of the extraordinary general meeting to a later date or dates to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to shareholders, to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Merger Proposal.

“Anchor Investment” refers to that certain Anchor Note, in the aggregate principal amount of U.S.$30,000,000, which notes will convert into a number of Covalto Class A Ordinary Shares on the terms set forth therein.

“Anchor Investor” refers to Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV,” dated June 13, 2022 and entered into by and between Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, as trustee and Administradora LIV Capital, S.A.P.I. de C.V., as Settlor and Manager.

“Anchor Investor Manager” refers to Administradora LIV Capital, S.A.P.I. de C.V., as Settlor and Manager of the Anchor Investor.

“Anchor Note” refers to the Mandatorily Convertible Note dated as of August 17, 2022, entered into by and between Covalto and the Anchor Investor.

“Banco Finterra” refers to Banco Finterra, S.A., Institución de Banca Múltiple (currently, Banco Covalto, S.A., Institución de Banca Múltiple).

“Banco Finterra’s Audited Financial Statements” refers to the audited financial statements of Banco Finterra as of and for the years ended December 31, 2020 and 2019, together with the notes thereto.

“Bancomext” refers to Banco Nacional de Comercio Exterior, the Mexican National Exterior Commerce Bank, a Mexican state-owned bank and export credit agency.

“Bank Acquisition” refers to the acquisition by Covalto of Banco Finterra, consummated on June 10, 2021.

“Business Combination Agreement” refers to the Business Combination Agreement, dated as of August 17, 2022, by and among LIVB, Covalto and Merger Sub, attached as Annex A to this proxy statement/prospectus.

“Business Combination Proposal” refers to the proposal to approve and adopt the Business Combination Agreement and the Transactions, by an ordinary resolution at the Special Meeting.

“Closing” refers to the consummation of the Transactions.

“Closing Date” refers to the date on which the Closing actually occurs.

“Co-Founders” refers to the two co-founders of Covalto, Mr. David Poritz and Mr. Allan Apoj.

“Co-Founder Shareholders’ Agreement” refers to the Covalto Co-Founders shareholders’ agreement.

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“CNBV” refers to the Comisión Nacional Bancaria y de Valores, the Mexican Banking and Securities Regulator.

“Code” refers to the United States Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands.

“Company Disclosure Schedule” refers to the Covalto disclosure schedules in the Business Combination Agreement.

“Company Material Adverse Effect” refers to a Company Material Adverse Effect as such term is defined in the Business Combination Agreement.

“CONDUSEF” refers to the Comisión Nacional para la Protección y Defensa de los Usuarios de Servicios Financieros, the Mexican National Commission for the Protection and Defense of the Financial Services Customers.

“Covalto” refers to Covalto Ltd., a Cayman Islands exempted company.

“Covalto A&R M&A” refers to Covalto’s Amended and Restated Memorandum and Articles of Association, to be effective as of the Covalto Effective Time.

“Covalto Articles of Association” refers to the amended and restated articles of association of Covalto, as adopted by special resolution passed on October 5, 2020.

“Covalto Board” refers to the board of directors of Covalto.

“Covalto Class A Ordinary Shares” refers to the Class A ordinary shares, par value U.S.$0.0001, of Covalto.

“Covalto Class B Ordinary Shares” refers to the Class B ordinary shares of Covalto, having the same par value as the Class A Ordinary Shares, which will carry voting rights in the form of 10 votes per share of Covalto.

“Covalto Effective Time” shall have the meaning set forth in the Business Combination Agreement.

“Covalto Ordinary Share” refers to the ordinary shares, par value U.S.$0.0001 per share, of Covalto, including those converted from preference shares of Covalto, with nominal value U.S.$0.0001 per share, immediately prior to the Pre-Closing Capital Restructuring, provided, however, that after the Re-Designation, every reference to Covalto Ordinary Shares shall be to the Covalto Class A Ordinary Shares.

“Covalto Preferred Share” refers to the preferred shares of Covalto.

“Covalto Shareholder Approval” means the approval of the Business Combination Agreement and the Transactions by (i) special resolution (as defined in the Cayman Companies Act) of the shareholders of Covalto (the “Covalto Shareholder Resolutions”) and (ii) the written consent of holders of (a) a majority of the outstanding Covalto Preferred Shares and (b) a majority of the outstanding Covalto Ordinary Shares held by the Co-Founders, in accordance with the Covalto Articles of Association and applicable law.

“Covalto Shareholder Matters” refers to (a) the Preferred Share Conversion, (b) the Merger, (c) the adoption of the Covalto A&R Articles, (d) the approval and adoption of the Business Combination Agreement, (e) the other transactions contemplated by the Business Combination Agreement, including the Pre-Closing Capital Restructuring, and (f) any other matters required to be approved by Covalto Shareholders by applicable legal requirements.

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“Covalto Shareholders” refers, prior to the Merger, to the shareholders of Covalto and, after the Merger, to the shareholders of Covalto following the Merger.

“Covalto Shares” refers to the Covalto Ordinary Shares and the Covalto Preferred Shares.

“Covalto’s Audited Annual Financial Statements” refers to the annual audited consolidated financial statements of Covalto as of and for the years ended December 31, 2021 and 2020, together with the notes thereto.

“Covalto’s Unaudited Interim Financial Statements” refers to the unaudited interim consolidated financial statements of Covalto as of September 30, 2022 and for the nine months ended September 30, 2022 and September 30, 2021, together with the notes thereto.

“Company Voting Agreement” refers to that certain Company Voting Agreement, dated as of dated as of August 17, 2022, by and among Covalto Ltd., LIV Capital Acquisition Corp. II and the Supporting Holders party thereto, in the form attached as Annex F to this proxy statement/prospectus.

“Covalto Warrant” refers to “New Covalto Warrants,” as such term is defined in the Business Combination Agreement.

“COVID-19 Measures” refers to any restriction, quarantine, “shelter in place,” “stay at home,” workforce reduction, school closure or in-person or other attendance modification or restriction, social distancing, shut down, closure, sequester, safety or similar requirement of law, order or regulation, directive, guidelines, suggestion or recommendation promulgated, ordered, made or threatened by any industry group, business or any governmental entity, including the Centers for Disease Control and Prevention and the World Health Organization, in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act, Pub.L. 116–136 (03/27/2020) (CARES Act).

“Earn-Out Shares” refers to a total of 2,500,000 newly issued Covalto Class A Ordinary Shares and newly issued Covalto Class B Ordinary Shares, with each Covalto Co-Founder receiving Covalto Class B Ordinary Shares and each other Covalto shareholder receiving Covalto Class A Ordinary Shares, to be delivered in accordance with the terms and subject to the conditions in the Business Combination Agreement.

“Effective Time” refers to the effective time of the Merger.

“emerging growth company” has the meaning assigned to it in the U.S. Jumpstart Our Business Startups Act of 2012.

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreement” refers to the Exchange Agreement to be entered into immediately prior to and subject to Closing, by and between Covalto and the Co-Founders.

“Existing Covalto Option” refers to each outstanding and unexercised option to purchase Covalto Ordinary Shares that is outstanding an unexercised as of immediately prior to the Covalto Effective Time.

“FIRA” refers to Fideicomisos Instituidos en Relación con la Agricultura, the Mexican Agriculture-Related Trust Funds.

“foreign private issuer” has the meaning assigned to it in the Exchange Act.

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“GDP” refers to gross domestic product.

“General Rules Applicable to Mexican Banks” refers to the Disposiciones de Carácter General Aplicables a las Instituciones de Crédito.

“IFRS” refers to the International Financial Reporting Standards as issued by the IASB.

“INEGI” refers to the Instituto Nacional de Estadística y Geografía, the Mexican National Institute of Statistics and Geography.

“IPAB” refers to the Instituto para la Protección al Ahorro Bancario, the Mexican Bank Savings Protection Institute.

“IPAB Law” refers to the Ley de Protección al Ahorro Bancario (the Law for the Protection of Bank Savings).

“LIVB” refers to LIV Capital Acquisition Corp. II, a Cayman Islands exempted company.

“LIVB Board” refers to the board of directors of LIVB prior to the Merger.

“LIVB Class A Ordinary Share” refers to the Class A ordinary shares, par value U.S.$0.0001 per share, of LIVB.

“LIVB Class B Ordinary Share” refers to the Class B ordinary shares, par value U.S.$0.0001 per share, of LIVB.

“LIVB Disclosure Schedule” refers to the LIVB disclosure schedules in the Business Combination Agreement.

“LIVB IPO” refers to the initial public offering of LIVB, which closed on February 10, 2022.

“LIVB Material Adverse Effect” refers to a LIVB Material Adverse Effect as such term is defined in the Business Combination Agreement.

“LIVB Ordinary Shares” refers to the LIVB Class A Ordinary Shares and LIVB Class B Ordinary Shares.

“LIVB Private Placement Warrants” refers to the 5,500,000 private placement warrants of LIVB entitling the holder to purchase one LIVB Class A Ordinary Share per warrant.

“LIVB Public Shareholders” refers to the holders of the LIVB Class A Ordinary Shares issued in the LIVB IPO (whether they were purchased in that offering or thereafter in the open market).

“LIVB Public Shares” refers to LIVB Class A Ordinary Shares issued in the LIVB IPO (whether they were purchased in that offering or thereafter in the open market).

“LIVB Public Warrants” refers to the 8,587,500 public warrants of LIVB entitling the holder to purchase one LIVB Class A Ordinary Share per warrant.

“LIVB Shareholder Matters” refers to (a) the approval and adoption of the Business Combination Agreement and the Transactions, (b) the approval of and authorization of the Merger, (c) if required, the approval of the adjournment of the Special Meeting and (d) any other matters required to be approved by LIVB Shareholders by legal requirements.

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“LIVB Shareholder Redemption” refers to LIVB’s acquisition of LIVB Public Shares in connection with the Merger pursuant to the right of the holders of LIVB Public Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“LIVB Shareholders” refers to, collectively, holders of LIVB Class A Ordinary Shares and holders of LIVB Class B Ordinary Shares.

“LIVB Units” refers to the units issued in the LIVB IPO, each consisting of one LIVB Class A Ordinary Share and three-quarters of one LIVB Public Warrant.

“LIVB Voting Shares” refers to LIVB securities that are held by the Sponsor or such directors or advisors of LIVB or their permitted transferees and related to which such LIVB Shareholders are entitled to vote.

“LIVB Warrants” refers to the LIVB Private Placement Warrants and the LIVB Public Warrants.

“loan loss ratio” represents the actual loss given default of a loan after recoveries and sale of assets.

“Mandatorily Convertible Notes” refers to mandatorily convertible notes issued in a private placement by Covalto to the Mandatorily Convertible Noteholders.

“Mandatorily Convertible Noteholders” refers to investors in the private placement of the Mandatorily Convertible Notes.

“Merger” refers to the merger of Merger Sub with and into LIVB, as contemplated by the Business Combination Agreement.

“Merger Proposal” refers to the proposal to be made in the Special Meeting to approve and authorize by special resolution the Merger and the Plan of Merger required by the Companies Act of the Cayman Islands substantially in the form attached as Exhibit E to the Business Combination Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus.

“Merger Sub” refers to Covalto Merger Sub Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Covalto.

“Mexican Central Bank” refers to Banco de México, the Mexican central bank.

“Mexican Banking Law” refers to the Ley de Instituciones de Crédito (the Credit Institutions Law).

“Mexican Capitalization Requirements” refers to the Requerimientos de Capital de las Instituciones de Crédito, as provided for in Article 50 of the Mexican Banking Law and Title First Bis of the General Rules Applicable to Mexican Banks.

“NASDAQ” refers to The Nasdaq Global Market.

“New Covalto Option” refers to each Existing Covalto Option, as adjusted to an option to purchase Covalto Class A Ordinary Shares (or, with respect to the Co-Founders, Covalto Class B Ordinary Shares), as set forth in Section 3.1 of the Business Combination Agreement.

“non-performing loans” are loans that are 90 days or more delinquent.

“non-performing loan ratio” represents, as of any date, a company’s non-performing loans divided by the amount of its total loan portfolio as of such date.

“non-performing portfolio” are non-performing loans and non-performing leases that are 90 days or more delinquent.

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“PCAOB” refers to the U.S. Public Company Accounting Oversight Board.

“Plan of Merger” refers to the plan of merger substantially in the form attached as Exhibit E to the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus.

“Pre-Closing Capital Restructuring” refers to, effective immediately following the Preferred Share Conversion and immediately prior to the LIVB Effective Time in accordance with the Required Covalto Shareholder Approval: (i) the Re-Designation shall occur; (ii) each authorized and unissued Covalto Preferred Share shall be cancelled; (iii) new Covalto Class B Ordinary Shares shall be created; (iv) an increase to the number of Covalto Class A Ordinary Shares shall be authorized; and (v) the Closing Amended and Restated Covalto Articles of Association shall be adopted.

“Preferred Share Conversion” refers to the conversion, immediately prior to the Pre-Closing Capital Restructuring, of the outstanding Covalto Preferred Shares into Covalto Ordinary Shares in accordance with the Business Combination Agreement.

“Proposals” refers to the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

“Re-Designation” refers to the re-designation of each outstanding Covalto Ordinary Share as a Covalto Class A Ordinary Share.

“Registration Rights Agreement” refers to the Registration Rights Agreement to be entered into at the Closing, by and among Covalto, the Sponsor and certain Covalto Shareholders named therein.

“Rollover Party” refers to the Sponsor, certain limited partners of the Sponsor and LIV Sponsor II GP, LLC, in relation to the Contribution Agreement.

“SaaS” refers to software as a service, a way of delivering applications over the Internet, whereby instead of installing and maintaining software, the user accesses it on the Internet.

“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002.

“SAT” refers to the Servicio de Administración Tributaria, the Mexican Internal Revenue Service.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Securities Act” refers to the U.S. Securities Act of 1933, as amended.

“SHCP” refers to the Secretaria de Hacienda y Crédito Público, the Mexican Ministry of Finance and Public Credit.

“SOFOM” refers to a Mexican Sociedad Financiera de Objeto Múltiple.

“SME” refers to small- and medium-sized enterprises.

“Special Meeting” or the “extraordinary general meeting” refers to the extraordinary general meeting of LIVB Shareholders to vote on the Proposals, to be convened on                at                a.m. (Eastern Time) virtually through a live webcast and at                or at such other time, on such other date and at such other place to which the extraordinary general meeting may be adjourned or postponed.

“Sponsor” refers to LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership.

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“Sponsor Voting Agreement,” refers to that certain Sponsor Voting Agreement, dated as of August 17, 2022, by and among the Sponsor, Covalto, Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Fideicomiso LIV SPV, and the other insiders party thereto.

“Surviving Company” refers to LIVB, as the surviving wholly-owned subsidiary of Covalto after the Merger with Merger Sub at the Closing.

“Termination Date” refers to 11:59 p.m. (Eastern Time) on May 10, 2023, on which date and time the Business Combination Agreement may be terminated by either LIVB or Covalto if Closing has not occurred.

“TIIE” refers to Tasa de Interés Interbancaria de Equilibrio, the Mexican benchmark interbank money market rate.

“total loans” refers to our loan and finance lease portfolios.

“Transaction Agreements” refers to the Business Combination Agreement, the Registration Rights Agreement, the Anchor Note, the Covalto Voting Agreement, the LIVB Voting Agreement, the confidentiality agreement by and between Covalto and LIVB, the Covalto A&R Articles and all the agreements documents, instruments and certificates entered into in connection with the Business Combination Agreement or therewith and any and all exhibits and schedules thereto.

“Transactions” refers to the transactions contemplated by the Business Combination Agreement, including the Pre-Closing Capital Restructuring, CTB Election (as defined in the Business Combination Agreement) and the Merger.

“Treasury Regulations” refers to the regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Trust Account” refers to the U.S.-based trust account at Morgan Stanley & Co. LLC, maintained by the trustee, established to hold a portion of the net proceeds from the LIVB IPO and the sale of the LIVB Private Placement Warrants.

“Trust Agreement” refers to the Investment Management Trust Agreement, dated as of February 7, 2022 by and between LIVB and the trustee.

“United States” or “U.S.” refers to the United States of America, including the states, the District of Columbia and its territories and possessions.

“U.S. GAAP” refers to the U.S. generally accepted accounting principles.

“U.S. Holder” refers to any beneficial owner of LIVB securities or Covalto securities, as the case may be, that is, for U.S. federal income tax purposes:

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“Visor” refers to Visor ADL, S.A.P.I. de C.V. and Altius Serviços e Participaçoes LTDA., Mexican-based companies focused on data analytics and digital factoring platforms.

“VWAP” refers to, on any trading day on or after the Closing Date, the volume weighted-average of the trading prices of the Covalto Class A Ordinary Shares trading during such day on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded or quoted for purchase and sale (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected by Covalto), except if there occurs any change in the outstanding Covalto Class A Ordinary Shares as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, the VWAP shall be equitably adjusted to reflect such change.

“Warrant Agreement” refers to the Amended and Restated Warrant Agreement, to be entered into immediately prior to the Effective Time, by and among LIVB, Covalto and Continental Stock Transfer & Trust Company, as transfer agent.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND

THE SPECIAL MEETING

All references in this section to the “Company,” “we,” “us” and “our” are to LIV Capital Acquisition Corp II. The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the Merger. The following questions and answers do not include all the information that may be important to LIVB Shareholders. LIVB Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the Merger and the voting procedures for the Special Meeting.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the Merger and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus, including the attached annexes, carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ATTACHED ANNEXES.

��

Covalto is a Cayman Islands exempted company. Covalto is a leading digital banking and services platform for SMEs in Mexico. Covalto provides a one-stop solution by bringing together a multi-product credit offering, banking and payments services, and a full suite of business analytics tools. Covalto uses a combination of cutting-edge proprietary software, innovative applications of data science and advanced internal processes for decision making and product structuring. Covalto supports the financing needs of Mexican SMEs through products that are competitive in price, speed of delivery and quality of customer experience.

For additional information, see “Proposal One—The Business Combination Proposal—LIVB’s Board of Directors’ Reasons for the Merger.”

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After careful consideration, the LIVB Board has determined that the Proposals are in the best interests of LIVB and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The existence of financial and personal interests of LIVB’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of LIVB and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the Proposals. See “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Merger” for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ATTACHED ANNEXES.

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The sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming shareholders.

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With respect to the Merger, Covalto has obtained investments from certain investors in a private placement of Mandatorily Convertible Notes issued by Covalto, including the Anchor Investor. The Mandatorily Convertible Notes bear interest at a rate of 7% per annum, payable by Covalto in cash or in kind beginning on the funding date of the Mandatorily Convertible Notes, each of which occurred prior to the date of this proxy statement/prospectus. The Mandatorily Convertible Notes will convert immediately following, and after giving effect to the consummation of the Merger, and Covalto shall deliver to each Mandatorily Convertible Noteholder a number of newly-issued Covalto Class A Ordinary Shares in respect of all outstanding principal and interest payable on such holder’s Mandatorily Convertible Notes, at a price per share equal to 80% of the price per share available to LIVB Shareholders.

See “Agreements Relating to the Business Combination Agreement—Contribution Agreement” for more information.

For more information about the interests of the Sponsor (and the Sponsor’s affiliates and its and their respective permitted transferees), and LIVB’s officers and directors in the business combination, see “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Merger.”

Each Covalto Class A Ordinary Share will provide the holder the rights to vote, receive dividends and share in distributions in connection with a liquidation and other stockholder rights with respect to Covalto. The rights of the holders of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares will be substantially identical, except each Covalto Class B Ordinary Share will be entitled to 10 votes per share and will be convertible into one Covalto Class A Ordinary Share.

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The total share count includes 947,091 ordinary shares that are in the process of being issued pursuant to the 2018 Plan; and 352,909 ordinary shares underlying warrants that Covalto is in the process of issuing. See “Security Ownership of Certain Beneficial Owners and Management of Covalto, LIVB and the Post-closing Combined Company—Post-Merger Covalto Beneficial Ownership” for further information.

If any of LIVB Shareholders exercise their redemption rights, the percentage of outstanding Covalto Class A Ordinary Shares held by LIVB Public Shareholders will decrease and the percentage held by the Covalto equity holders will increase, in each case relative to the percentage held if none of the LIVB Ordinary Shares are redeemed. All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described herein. Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

As a result of Covalto being a controlled company, the Co-Founders will have the ability to exercise significant influence over the appointment of the directors of Covalto and the authorization of major corporate transactions. This concentration of ownership may delay or deter possible changes in control and limit the liquidity of the trading market for Covalto Shares, which may reduce the value of an investment in such shares. Additionally, under NASDAQ corporate governance rules, a “controlled company” may elect not to comply with certain corporate governance requirements. See “Risk Factors—Risks Related to the Business Combination, LIVB and to the post-Business Combination Company— We are a “controlled company” within the meaning of NASDAQ corporate governance rules and, as a result, will qualify for, and intend to rely on, exemptions from certain NASDAQ corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to all such requirements” for more information.

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The Merger Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of the LIVB Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Pursuant to the LIVB Voting Agreement, shareholders that have agreed to vote ordinary shares owned by them in favor of the Merger Proposal own approximately 7.44% of our issued and outstanding shares, in the aggregate, including the founder shares. Accordingly, we would need only

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7,428,861, or approximately 63.99%, of the 11,610,000 LIVB Class A Ordinary Shares outstanding to be voted in favor of the Merger Proposal in order to have the Merger Proposal approved, assuming all outstanding shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the founder shares), we would need only 1,854,009, or approximately 15.97%, of the 11,610,000 LIVB Class A Ordinary Shares to be voted in favor of the Merger Proposal in order to have the Merger Proposal approved.

To the extent any such purchases by the Sponsor, LIVB’s directors, officers, advisors and/or any of their respective affiliates are made in situations in which the U.S. tender offer rules restrictions on purchases apply, LIVB will disclose in a Current Report on Form 8-K prior to the Special Meeting: (i) the number of LIVB Public Shares and LIVB Public Warrants purchased outside of the redemption offer, along with the purchase price(s) for such LIVB Public Shares and LIVB Public Warrants; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Business Combination Proposal will be approved; (iv) the identities of the securityholders who sold such LIVB Public Shares and/or LIVB Public Warrants to the Sponsor, LIVB’s directors, officers, advisors and/or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% securityholders) who sold such LIVB Public Shares and LIVB Public Warrants (if applicable); and (v) the number of LIVB Public Shares for which LIVB has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of (i) otherwise limiting the number of LIVB Public Shares electing to redeem and (ii) LIVB’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(l) of the Exchange Act) being at least U.S.$5,000,001.

If any such transactions are effectuated, the consequence could be to cause the Merger to be effectuated in circumstances where such consummation would not otherwise occur. Consistent with guidance of the SEC staff, purchases of LIVB Public Shares or LIVB Public Warrants by the persons described above would not be permitted to be voted for the Business Combination Proposal at the Special Meeting and could decrease the chances that the Business Combination Proposal would be approved. In addition, if such purchases are made, the public “float” of the LIVB Public Shares and LIVB Public Warrants and the number of beneficial holders of the LIVB Public Shares and LIVB Public Warrants may be reduced, potentially making it difficult to maintain or obtain the quotation, listing or trading of such securities on a national securities exchange.

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LIVB hereby represents that any LIVB Public Shares purchased by the Sponsor, LIVB’s directors, officers, advisors and/or any of their respective affiliates in situations in which the SEC tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Business Combination Proposal.

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Holders of outstanding warrants of LIVB will not have redemption rights with respect to such warrants. Assuming maximum redemptions of 11,450,000 LIVB Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on the Nasdaq Capital Market of U.S.$                 as of                 , 2023, the aggregate fair value of warrants that can be retained by the redeeming stockholders, assuming maximum redemptions of 11,450,000 LIVB Class A Ordinary Shares, is U.S.$                . The actual market price of the warrants may be higher or lower on the date that a warrant holders seek to sell such warrants. Additionally, LIVB cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholders wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who

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exercises such warrants will ultimately own a greater interest in Covalto because there would be fewer shares outstanding overall.

Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of income taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different initial business combination on or prior to August 10, 2023, and such shares are tendered for redemption in connection with such different initial business combination.

We will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the Special Meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination Proposal.

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: Melvin Guzman

Email: mguzman@continentalstock.com

Your written request should include a certification that you are not acting in concert or as a partnership, syndicate, or other “group” (as defined in Section 13 of the Exchange Act) with any other shareholder with respect to LIVB Ordinary Shares. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of LIVB, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of LIVB. There will be no redemption rights with respect to our warrants.

Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically in order to exercise their redemption rights. Holders of outstanding LIVB Units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your LIVB Units, you must instruct such nominee to separate your LIVB Units. Your

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nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of LIVB Units to be split and the nominee holding such LIVB Units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation (“DTCC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant LIVB Units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the LIVB Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination Proposal. If you tendered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Generally, whether a redemption qualifies for sale treatment will depend largely on the total number of LIVB Ordinary Shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all LIVB Ordinary Shares outstanding both before and after such redemption. The redemption of LIVB Ordinary Shares generally will be treated as a sale of the LIVB Ordinary Shares (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in LIVB or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. These tests are explained more fully below.

In determining whether any of the tests are satisfied, a U.S. Holder generally takes into account not only LIVB Ordinary Shares actually owned by the U.S. Holder, but also any LIVB Ordinary Shares that are constructively owned by such U.S. Holder. In addition to shares owned directly, a U.S. Holder may constructively own shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include LIVB Ordinary Shares that could be acquired pursuant to the exercise of warrants.

In order to meet the substantially disproportionate test, the percentage of outstanding voting shares of LIVB actually and constructively owned by the U.S. Holder immediately following the redemption of LIVB Ordinary Shares must, among other requirements, be less than 80% of the percentage of outstanding voting shares of LIVB actually and constructively owned by the U.S. Holder immediately before the redemption. Before the Transactions, the LIVB Class A Ordinary Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable.

There will be a complete termination of a U.S. Holder’s interest if either (i) all LIVB Ordinary Shares actually and constructively owned by the U.S. Holder prior to the Transactions are redeemed or (ii) all LIVB

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Ordinary Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of LIVB.

The redemption of the LIVB Ordinary Shares will not be essentially equivalent to a dividend with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in LIVB. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

Treatment of redemption as a sale under Section 302 of the Code

If the redemption is treated as a sale of stock by a U.S. Holder under Section 302 of the Code, the U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference (if any) between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in its LIVB Ordinary Shares so redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such LIVB Ordinary Shares exceeds one year at the time of such disposition. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates and the deductibility of capital losses is subject to certain limitations.

Treatment of redemption as a dividend distribution

If the redemption is not treated as a sale of stock under Section 302 of the Code, then a U.S. holder will be treated as receiving a corporate distribution. Subject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income as a dividend an amount equal to the cash received in the redemption to the extent LIVB has sufficient current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividend will be taxable to a corporate U.S. Holder at regular corporate tax rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below, if the distribution exceeds such earnings and profits, the excess generally will be applied against and reduce the U.S. Holder’s basis in its LIVB Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such LIVB Ordinary Shares. Any remaining tax basis of the U.S. Holder in the redeemed LIVB Ordinary Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in other shares constructively owned by such U.S. Holder. Because LIVB may not maintain calculations of earnings and profits under U.S. federal income tax principles, it is expected that the full amount of distributions (if any) paid by LIVB will be reported as dividends for U.S. federal income tax purposes.

With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to the PFIC rules, a redemption treated as a dividend generally will be taxed at the lower applicable long-term capital gains rate only if the LIVB Ordinary Shares are readily tradable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to the LIVB Ordinary Shares.

U.S. HOLDERS OF LIVB ORDINARY SHARES CONTEMPLATING THE EXERCISE OF THEIR REDEMPTION RIGHTS SHOULD CONSULT THEIR TAX ADVISERS CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES THEREOF.

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Once the LIVB Public Warrants become exercisable, LIVB may redeem the outstanding warrants, in whole and not in part, at a price of U.S.$0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last reported sale price of the LIVB Class A Ordinary Shares equals or exceeds U.S.$18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

For context, recent common stock trading prices have not met or exceeded the U.S.$18.00 threshold that would allow LIVB to redeem the LIVB Public Warrants. In the event that the Company elects to redeem all of the public warrants pursuant, the Company shall fix a date for the redemption and notice of the redemption shall be mailed by first class mail, postage prepaid and not less than 30 days prior to the redemption date.

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LIVB expects that the amount of any distribution its public shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to LIVB’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidating distributions with respect to those shares.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a business combination by August 10, 2023.

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LIV Capital Acquisition Corp. II

Torre Virreyes

Pedregal No. 24, Piso 6-601

Col. Molino del Rey México, CDMX, 11040

Attention: Secretary

+52 55 1100 2470

You may also contact our proxy solicitor at:

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about LIVB from documents filed with the SEC by following the instructions under “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares electronically to our transfer agent at least two business days prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: Melvin Guzman

Email: mguzman@continentalstock.com

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF COVALTO

The following summary consolidated balance sheet and changes in equity data as of December 31, 2021 and 2020 and summary consolidated statement of operations and cash flows data for the years ended December 31, 2021 and 2020 have been derived from Covalto’s Audited Annual Financial Statements included elsewhere in this proxy statement/prospectus. The following summary consolidated balance sheet and changes in equity data as of September 30, 2022 and summary consolidated statement of operations and cash flows data for the nine months ended September 30, 2022 and 2021 have been derived from Covalto’s Unaudited Interim Financial Statements included elsewhere in this proxy statement/prospectus.

You should read the consolidated financial data below in conjunction with the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Covalto” and Covalto’s Audited Annual Financial Statements included elsewhere in this proxy statement/prospectus and Covalto’s Unaudited Interim Financial Statements included elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of the results to be expected for any other period in the future.

Consolidated Balance Sheet Data

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Consolidated Statement of Operations and Comprehensive Income Data

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Consolidated Statement of Changes in Equity Data

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Consolidated Cash Flows Data