AgileThought, a Pure-play Digital Solutions Provider That Delivers High-end Software Development at Scale, to List on Nasdaq Through a Business Combination with LIV Capital Acquisition Corp. - Seite 3

In connection with the Transaction, the lenders under AgileThought’s second lien credit facility have agreed to convert approximately $38 million of principal and accrued interest outstanding under that facility into shares of Class A common stock of the combined company immediately prior to the closing of the Transaction, subject to customary conditions.

All Transaction proceeds, after payment of expenses related to the Transaction, will be used to repay AgileThought first lien credit facility of approximately $97 million currently outstanding, until any additional repayments would result in AgileThought’s cash, plus any LIVK working capital funds, being less than $15 million, with any proceeds remaining after those uses being available for the combined company’s general corporate purposes.

Existing AgileThought shareholders (including the lenders under AgileThought’s convertible second lien credit facility, after giving effect to the conversion) will rollover 100% of their equity stake and will remain majority owners of the combined company with approximately 70.7% of the combined company’s issued and outstanding shares of Class A common stock at closing, assuming no public shareholders of LIVK exercise their redemption rights. LIVK’s public shareholders and PIPE investors will own approximately 25.2%, and LIVK’s sponsor will own approximately 4.1% of the issued and outstanding shares of Class A common stock of the combined company at closing.

AgileThought's management team will continue to lead the combined company following the transaction. Manuel Senderos will serve as Chairman and CEO of the combined company and Alex Rossi will become a director of the combined company's Board of Directors.

The Transaction, which was unanimously approved by the boards of directors of both AgileThought and LIVK, is subject to approval by LIVK’s shareholders, the conversion under AgileThought’s second lien credit facility having occurred and other customary closing conditions. The Transaction is expected to close in the third quarter of 2021.

A more detailed description of the Transaction terms and a copy of the Agreement and Plan of Merger will be included in a current report on Form 8-K to be filed by LIVK with the United States Securities and Exchange Commission (“SEC”). LIVK will file a registration statement on Form S-4 (which will contain a proxy statement/prospectus) with the SEC in connection with the Transaction.