Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1. On April 8, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.

Private Placements. 1.3.1. 1.3.1 On April 8June 3, 20212019, the Company issued to an affiliate X. Xxxxx Principal Investments, LLC (“BRPI”), a wholly owned subsidiary of LIV Capital Acquisition X. Xxxxx Financial, Inc. (“X. Xxxxx Financial”), the parent of X. Xxxxx Principal Sponsor Co. II, L.P LLC (the “Sponsor”), for aggregate consideration 10,000 shares of $25,000common stock of the Company. In January 2020, BRPI contributed such shares to the Sponsor. On February 3, 2020, the Company effectuated a recapitalization of the Company, which included a 1-for-575 stock split resulting in an aggregate of 2,875,000 5,750,000 shares of the Company’s Class B ordinary shares common stock, par value $0.0001 (the “Insider Founder Shares”) ), outstanding and held by the Sponsor (up to 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in a private placement intended full). On April 21, 2020, 20,000 Founder Shares were transferred to be exempt from registration under Section 4(a)(2) each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx (collectively with the Securities Act of 1933Sponsor, as amended (the “ActInitial Stockholders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officersindependent director nominees, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer at par value. Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders or until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“a Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Initial Stockholders shall not have conversion redemption rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to Founder Shares. In the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up Sponsor will be required to 375,000 forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain issued and outstanding shares of the Insiders’ 20% ownership interest in the Ordinary Shares Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding not including the Representative’s Founder Placement Shares (as defined below) and any shares purchased in the Offering by the Insiders)).

Private Placements. 1.3.11.4.1. On April 8, 2021In February 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions3, L.P LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8, 20211.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “SponsorInitial Shareholders”), ) for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary shares Ordinary Shares (the “Insider Founders’ Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.26.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any amendment to the Charter Documents (defined below) prior to the consummation of a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering by the InsidersOffering).

Private Placements. 1.3.11.4.1. On April 8September 15, 20212022, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P Bukit Jalil Global Investment Ltd. (the “Sponsor”)) 500,000,000 Ordinary Shares. On November 16, 2022, the Sponsor surrendered 500,000,000 Ordinary Shares and the Company issued to the Sponsor for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 1,437,500 Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementStatement and the Insider Letters (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 187,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering Offering, any Private Shares purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares).

Private Placements. 1.3.1. On April 8, 20211.4.1 Prior to the date hereof, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P its initial stockholders (the “SponsorInitial Stockholders”), ) for an aggregate consideration of $25,000, an aggregate of 2,875,000 shares of Class B ordinary shares Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Initial Stockholders shall forfeit such number of Insider Shares, up to a maximum of 375,000 of the Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the Insiders’ Sponsor’s 20% beneficial ownership interest in the Ordinary Shares Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the issuance of the Representative’s Founder Shares (as defined below) and the purchase of any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8, In June 2021, the Company issued to an affiliate of LIV Capital Western Acquisition Ventures Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,00025,000.00, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of Common Stock, including an aggregate of 1,207,000 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 22, 2021, the Company effected a 2:3 split of our common stock, and the Representative sold back to the Sponsor 55,000 founder shares, such that the Sponsor owns 2,125,000 founder shares, and the Representative owns 750,000 founder shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the InsidersRespondents).

Private Placements. 1.3.1. On April 8, 2021In February 2023, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIBxxxx Holding LP, L.P a Delaware limited partnership (the “SponsorBxxxx XX”), ) for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Bxxxx XX thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with Bxxxx XX, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Sponsors shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Sponsors shall not have conversion rights with respect to the Insider Shares nor shall it they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders).

Private Placements. 1.3.1. On April 8, 2021Prior to the Offering, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IISportsMap, L.P LLC (the “Sponsor”), for aggregate consideration an affiliate of $25,000the Company’s officers, an aggregate of 2,875,000 Class B ordinary shares directors or their affiliates or designees (collectively, the “Insider SharesInsiders”) 2,300,000 shares of common stock in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Also prior to the Offering, the Company issued to the Representative and its designees (collectively, the “Xxxx Designees”) 575,000 shares of common stock (together with the shares issued to the Insiders, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be Founder Shares are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders and Xxxx Designees shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders and Xxxx Designees shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insiders’ collective 20% ownership interest in the Ordinary Shares Common Stock of the Insiders and Xxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersInsiders and Xxxx Designees and the Private Shares (defined below)).

Private Placements. 1.3.1. On April 8, 2021, the The Company issued to an affiliate aggregate of LIV Capital Acquisition Sponsor II1,150,000 Class B ordinary shares, L.P par value $0.0001 per share (the “SponsorFounder Shares”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 187,500 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.. ________, 2021

Private Placements. 1.3.1. On April 8March 26, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P DC Rainier SPV LLC (the “Sponsor”), the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares of common stock (the “Insider Founder Shares”) including an aggregate of 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 27, 2021 and September 30, 2021, the Representative transferred 300,000 Representative’s Shares and 50,000 Representative’s Shares, respectively, to the Sponsor and agreed to transfer an additional 95,000 Representative’s Shares if the Over-Allotment Option is exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On April 8, 2021In November 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGoal Acquisitions Sponsor, L.P LLC (the “Sponsor”) and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate 5,750,000 shares of 2,875,000 Class B ordinary shares common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 16, 2020, the Company effected a stock dividend of 0.125 shares of Common Stock for each outstanding share of Common Stock, resulting in there being an aggregate of 6,468,750 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 843,750 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ Sponsor’s 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Insiders.

Private Placements. 1.3.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Gesher I Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ Sponsor’s 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) ), and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8May 28, 2021, the Company issued to an affiliate of LIV Capital Relativity Acquisition Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 3,750,000 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”). On December 14, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 511,250 Founder Shares, which the Company cancelled, resulting in an aggregate of 3,238,750 Founder Shares outstanding and held by the Sponsor. On December 14, 2021, the Company issued to the Representative an aggregate of 355,000 shares of Class B Common Stock (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for $2,469.57. On January 12, 2022, the Company issued a total of 204,844 founder shares to two individuals. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementStatement and the Insider Letters (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 468,750 of the Insider Founder Shares shall be forfeited (including up to 46,304 of the Representative’s Shares that are subject to forfeiture by the Representative) in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions5, L.P LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of Xxxx Xxxxxxxxx and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8March 22, 2021, the Company issued to an affiliate of LIV Oxus Capital Acquisition Sponsor II, L.P PTE. LTD (the “Sponsor”), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 2,875,000 8,625,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021 and July 2021, the Sponsor contributed an aggregate of 4,312,500 Insider Shares to the Company for cancellation, resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.. EarlyBirdCapital, Inc. _______, 2021

Private Placements. 1.3.1. On April 8, In June 2021, the Company issued to an affiliate of LIV Capital Western Acquisition Ventures Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,00025,000.00, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of Common Stock, including an aggregate of 1,207,500 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 22, 2021, the Company effected a 2:3 split of our common stock, and the Representative sold back to the Sponsor 55,000 founder shares, such that the Sponsor owns 2,125,000 founder shares, and the Representative owns 750,000 founder shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the InsidersRespondents).

Private Placements. 1.3.11.4.1. On April 8, 2021In May 2017, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIBlack Ridge Oil & Gas, L.P Inc. (the “Sponsor”), ) for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary shares of Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) purchase by the Sponsor of the Private Units and any shares purchased by them in the Offering by the InsidersOffering).

Private Placements. 1.3.1. On April 8, 2021(i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to MIHI LLC (“MIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”)Representative, for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 100 common units (the “Insider SharesCommon Units”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act Act; on January 3, 2017, the Company converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of 1933, as amended Common Stock (the “ActFounder Shares”). No ; MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 937,500 of the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”); no underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale initial purchase of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the initial stockholders of the Company until the earlier of: (i) one year after the completion of the Business Combination; or (ii) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Business Combination; or earlier, in each case if, subsequent to the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sponsor initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in Founder Shares. In the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised in full, Sponsor will forfeit such number of Founder Shares held by the Underwriters in full or in part, up to 375,000 Sponsor such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain issued and outstanding shares of the Insiders’ 20% ownership interest in the Ordinary Shares Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions6, L.P LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8, 2021, the The Company issued to an affiliate aggregate of LIV Capital Acquisition Sponsor II1,150,000 Class B ordinary shares, L.P par value $0.0001 per share (the “SponsorClass B Shares”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,437,500 Class B Shares. In January 2023, the Company effected a share dividend of 0.2 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,725,000 Class B Shares and thereafter redesignated our issued and outstanding Class B Shares into Ordinary Shares (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 225,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.

Private Placements. 1.3.11.4.1. On April 8, 2021In January 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIPetra Investment Holdings, L.P LLC, a Delaware limited liability company (the “Sponsor”), for aggregate consideration of $25,000, ) an aggregate of 2,875,000 Class B ordinary shares 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). On October 7, 2020, the Company canceled 143,750 Insider Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 262,500 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the InsidersInitial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) and purchase of any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8February 23, 2021, the Company issued to an affiliate of LIV Capital Acquisition DD3 Sponsor IIGroup III, L.P LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate 4,312,500 shares of 2,875,000 Class B ordinary shares common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ Sponsor’s 20% ownership interest in the Ordinary Shares Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, 2021In May 2016 and May 2017, the Company issued to an affiliate of LIV Capital Acquisition Pensare Sponsor IIGroup, L.P LLC (the “Sponsor”), ) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary 7,187,500 shares of the Company’s common stock (the “Insider Founders’ Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. In July 2017, the Company effected a stock dividend of 0.08 shares for each outstanding share of common stock on the date thereof. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 1,012,500 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased by them in the Offering by the Insiders.Offering). EarlyBirdCapital, Inc. July 27, 2017

Private Placements. 1.3.11.4.1. On April 8, 2021In September 2018, the Company issued to an affiliate of LIV Capital Sxxxxxxx Special Purpose Acquisition Sponsor IISponsor, L.P LLC (the “Sponsor”) 4,312,500 shares of the Company’s common stock (the “Insider Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder subsequently transferred certain of the Insider Shares, including Shares to the Company’s officers, directors or their affiliates or designees (collectivelydirector nominees at the same price originally paid for such shares. In December 2018, the “Insiders”)Sponsor contributed an aggregate of 575,000 Insider Shares to the Company for no additional consideration, resulting in there being an aggregate of 3,737,500 Insider Shares outstanding. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall it the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 487,500 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) and purchase of any shares purchased Firm Units in the Offering by the Insiders.Offering. EarlyBirdCapital, Inc. December 10, 2018

Private Placements. 1.3.1. On April 8, 20211.4.1 In June 2018, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P Whale Management Corporation (the “Sponsor”), for an aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 1,150,000 Ordinary Shares (the “Insider Founder Shares”) (up to 150,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider SharesPrivate Placement. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned, or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. The Sponsor shall have no right to any liquidation liquidating distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“a Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to Founder Shares. In the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 150,000 Founder Shares) such that the Founder Shares will comprise 20% of the Insider issued and outstanding Ordinary Shares shall be forfeited in an amount necessary to maintain of the Insiders’ 20% ownership interest in Company (not including the Ordinary Shares underlying the Placement Units (defined below) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersOption.

Private Placements. 1.3.1. On April 8, 20211.4.1 In connection with the Company’s organization, the Company issued to an affiliate of LIV Capital Acquisition M III Sponsor II, L.P I LLC (the “SponsorM III LLC”), for an aggregate consideration of $25,000, an aggregate 3,593,750 shares of 2,875,000 Class B ordinary shares Common Stock (the “Insider Founder Shares”) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 5, 2015 the Company effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, a portion of the shares were cancelled, resulting in an aggregate of 4,312,500 founder shares outstanding (up to 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). Prior to the date hereof, M III LLC transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders as well as to M III Sponsor I LP (“M III LP” and together with M III LLC, the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider SharesPrivate Placement. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Sponsor Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“a Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insider Stockholders shall not have conversion redemption rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to Founder Shares. In the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up Sponsor will be required to 375,000 forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain issued and outstanding shares of the Insiders’ 20% ownership interest in the Ordinary Shares Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares purchase of the Placement Units (as defined below) and any shares purchased in the Offering by the InsidersSponsor.

Private Placements. 1.3.11.4.1. On April 8, 2021In January 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIPetra Investment Holdings, L.P LLC, a Delaware limited liability company (the “Sponsor”), for aggregate consideration of $25,000, ) an aggregate of 2,875,000 Class B ordinary shares 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 468,750 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the InsidersInitial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) and purchase of any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions5, L.P LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of Xxxx Xxxxxxxxx and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8, 2021In November 2020, the Company issued to an affiliate of LIV Capital Property Solutions Acquisition Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate 5,750,000 shares of 2,875,000 Class B ordinary shares common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)) and on February 18, 2021, the Sponsor transferred 15,000 Insider Shares to each of the Company’s independent directors at their original purchase price. In February 2021, the Company effected a stock dividend of 0.25 shares for each outstanding share, resulting in there being an aggregate of 7,187,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall holders of the Insider Sharesshall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall holders of the Insider Sharesshall not have conversion rights with respect to the Insider Shares nor shall it they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 750,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ Sponsor’s 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On April 87, 2021, the Company issued to an affiliate of LIV Chavant Capital Acquisition Sponsor II, L.P Partners LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) 2,452,419 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Company also issued to the Representatives and their designees (collectively, the “Rxxx Designees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. On July 19, 2021, the holders of the outstanding Founder Shares contributed a number of shares to the Company for cancellation such that there were an aggregate of 2,300,000 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be Founder Shares are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and Rxxx Designees shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and Rxxx Designees shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of 255,904 Founder Shares held by our Sponsor and up to 44,096 Founder Shares held by the Insider Shares Rxxx Designees shall be forfeited in an amount necessary to maintain the Insiders’ collective 20% ownership interest in the Ordinary Shares of the Sponsor and Rxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersSponsor and Rxxx Designees).

Private Placements. 1.3.1. On April February 8, 2021, the Company issued to an affiliate of LIV Capital Acquisition Armada Sponsor II, L.P LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate 4,312,500 shares of 2,875,000 Class B ordinary shares common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On June 16, 2021, the Sponsor purchased an additional 700,000 Insider Shares at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 Insider Shares. The Sponsor subsequently transferred certain of the Insider Shares to the Company’s officers, directors and/or their affiliates (together with the Sponsor, the “Insiders”). On July 23, 2021, the Sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 6,007,500 Insider Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion redemption rights with respect to the Insider Shares nor shall it they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 1,125,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 2028% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders).

Private Placements. 1.3.1. On April 8, 2021, the The Company issued to an affiliate aggregate of LIV Capital Acquisition Sponsor II1,150,000 Class B ordinary shares, L.P par value $0.0001 per share (the “SponsorClass B Shares”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,437,500 Class B Shares. In January 2023, the Company effected a share dividend of 0.2 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,725,000 Class B Shares and thereafter redesignated our issued and outstanding Class B Shares into Ordinary Shares (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 225,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.. ________, 2023

Private Placements. 1.3.11.4.1. On April 8, 2021In December 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions4, L.P LLC (the “Sponsor”) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 8, 2021, the Company effected a 1.2:1 stock split of the Common Stock, resulting in the Sponsor holding 8,952,000 shares of Common Stock. On February 8, 2021, prior to the stock split described in the preceding sentence, the Company issued shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Xxxxxxx Xxxxx, one of the Company’s independent directors (each, an “Insider” and together, the “Insiders”), which resulted in them holding 6,000 and 12,000 Insider Shares, respectively, following the stock split. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 1,170,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8, 2021In November 2018, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”), for aggregate consideration of $25,000, Xxxxxxx X. Xxxxx an aggregate of 2,875,000 Class B ordinary shares 5,625,000 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Xx. Xxxxx subsequently transferred the Insider Shares to Tuscan Holdings Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s other directors prior to the Offering (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 750,000 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the InsidersInitial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the issuance of the Representative’s Founder Shares (defined below) and the Private Units and the purchase of any shares purchased in the Offering by the Insiders.Offering. EarlyBirdCapital, Inc. [______], 2019

Private Placements. 1.3.11.4.1. On April 8November 16, 2021, the Company issued to an affiliate of LIV Capital Mxxxxx Canyon Acquisition Sponsor IISponsor, L.P LLC (the “Sponsor”), ) for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Subscription Agreement and the Insider Letter. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 431,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On April 87, 2021, the Company issued to an affiliate of LIV Chavant Capital Acquisition Sponsor II, L.P Partners LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) 2,452,419 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Also in [April] 2021, the Company issued to the Representatives and their designees (collectively, the “Roth Xxxignees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be Founder Shares are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and Roth Xxxignees shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and Roth Xxxignees shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of 319,881 Founder Shares held by our Sponsor and up to 55,119 Founder Shares held by the Insider Shares Roth Xxxignees shall be forfeited in an amount necessary to maintain the Insiders’ collective 20% ownership interest in the Ordinary Shares of the Sponsor and Roth Xxxignees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersSponsor and Roth Xxxignees).

Private Placements. 1.3.11.4.1. On April 8, 2021In October 2017, the Company issued to Axis Public Ventures S. de R.L. xx C.V. (“Axis”), an affiliate of LIV Axis Capital Acquisition Sponsor II, L.P Management (the “Sponsor”), for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary shares of Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) Private Units and any shares purchased by them in the Offering by the InsidersOffering).

Private Placements. 1.3.1. On April 8, 2021, the The Company issued to an affiliate aggregate of LIV Capital Acquisition Sponsor II1,150,000 Class B ordinary shares, L.P par value $0.0001 per share (the “SponsorFounder Shares”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 150,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Representative’st Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.

Private Placements. 1.3.1. On April 8May 7, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the Larkspur Health LLC ( “SponsorLarkspur”), the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 2,875,000 Class 2,156,250 shares (as adjusted pursuant to the forfeiture described herein, the “Founder Shares”) of class B ordinary shares common stock, $0.0001 par value per share (the “Insider Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 11, 2021, the Representative forfeited 21,777 of the Representative’s Shares, and on November 18, 2021, the Representative transferred 110,723 of the Representative’s Shares to certain other investors (the “Additional Sponsor Investors,” together with Larkspur, the “Sponsor”), resulting in 500,000 Founder Shares remaining outstanding. On November 18, 2021, Larkspur transferred 231,423 Founder Shares to the Additional Sponsor Investors. On November 4, 2021, the Company reissued 21,777 Founder Shares to one of the Additional Sponsor Investors. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 281,250 of the Insider Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). The Representative also agreed to transfer an additional 4,494 Founder Shares to the Sponsors if the Over-Allotment Option is not exercised.

Private Placements. 1.3.1. On April 8, 2021In October 2019, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”)issued, for aggregate consideration of $25,000, an aggregate of 2,875,000 1,725,000 Class B ordinary shares (the “Insider Founders Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Founders Shares were subsequently transferred to LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). In December 2019, the Company effected a share dividend resulting in there being an aggregate of 2,012,500 Founders Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founders Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Founders Shares nor shall it be entitled to sell such Insider Founders Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 262,500 of the Insider Founders Shares shall be forfeited in an amount necessary to maintain the Insiders’ Sponsor’s 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On April 8February 23, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIAxxx Disruptive Technologies Company, L.P LLC (the “Sponsor”), the Company’s directors, officers and certain other investors for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Founder Shares”) of Common Stock in a private placement (the “Subscription Agreement”) intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Warrants purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On April 8, 2021, the The Company issued to an affiliate aggregate of LIV Capital Acquisition Sponsor II1,150,000 Class B ordinary shares, L.P par value $0.0001 per share (the “SponsorFounder Shares”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 150,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Representative’st Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.. EarlyBirdCapital, Inc. ________, 2020

Private Placements. 1.3.11.4.1. On April 8, 2021In December 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions4, L.P LLC (the “Sponsor”) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Xxxxxxx Xxxxx, one of the Company’s independent directors (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 975,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8May 7, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P Larkspur Health LLC (the “SponsorLarkspur”), the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 2,875,000 Class 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B ordinary shares common stock, $0.0001 par value per share (the “Insider Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 11, 2021, the Representative forfeited 21,777 of the Representative’s Shares, and on [_], 2021, the Representative transferred 110,723 of the Representative’s Shares to certain other investors (the “Additional Sponsor Investors,” together with Larkspur, the “Sponsor”), resulting in 500,000 Founder Shares remaining outstanding. On [_], 2021, Larkspur transferred 231,423 Founder Shares to the Additional Sponsor Investors. On November 4, 2021, the Company reissued 21,777 Founder Shares to one of the Additional Sponsor Investors. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 281,250 of the Insider Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). The Representative also agreed to transfer an additional 4,494 Founder Shares to the Sponsors if the Over-Allotment Option is not exercised.

Private Placements. 1.3.1. On April 8, 2021(i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to MIHI LLC (“MIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”)Representative, for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 100 common units (the “Insider SharesCommon Units”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act Act; on January 3, 2017, the Company converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of 1933, as amended Common Stock (the “ActFounder Shares”). No ; MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 675,000 of the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently (A) sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale initial purchase of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the initial stockholders of the Company until the earlier of: (i) one year after the completion of the Business Combination; or (ii) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Business Combination; or earlier, in each case if, subsequent to the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sponsor initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in Founder Shares. In the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised in full, Sponsor will forfeit such number of Founder Shares held by the Underwriters in full or in part, up to 375,000 Sponsor such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain issued and outstanding shares of the Insiders’ 20% ownership interest in the Ordinary Shares Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8November 16, 2021, the Company issued to an affiliate of LIV Capital Mxxxxx Canyon Acquisition Sponsor IISponsor, L.P LLC (the “Sponsor”), ) for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. On January 26, 2022 the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Forfeiture Agreement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 431,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigInternational1 Sponsor, L.P LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigAcquisitions5, L.P LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8, In June 2021, the Company issued to an affiliate of LIV Capital Acquisition Digital Health Sponsor II, L.P LLC (the “Sponsor”), the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of Common Stock, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, 2021In January 2020, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIPetra Investment Holdings, L.P LLC, a Delaware limited liability company (the “Sponsor”), for aggregate consideration of $25,000, ) an aggregate of 2,875,000 Class B ordinary shares 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 281,250 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the InsidersInitial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) and purchase of any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8March 22, 2021, the Company issued to an affiliate of LIV Oxus Capital Acquisition Sponsor II, L.P PTE. LTD (the “Sponsor”), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 2,875,000 8,625,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021 and July 2021, the Sponsor contributed an aggregate of 4,312,500 Insider Shares to the Company for cancellation, resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.

Private Placements. 1.3.11.4.1. On April 8, 2021, the The Company issued to an affiliate of LIV Capital Acquisition Sponsor IIBig Rock Partners Sponsor, L.P LLC (the “Sponsor”), ) for aggregate consideration of $25,000, an aggregate 25,000 1,437,500 shares of 2,875,000 Class B ordinary shares the Company’s Common Stock (the “Insider Founder’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder’s Shares. The Sponsor and each other holder of the Insider Shares, including the CompanyFounder’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder’s Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor shall not have conversion rights with respect to the Insider Founder’s Shares nor shall it they be entitled to sell such Insider Founder’s Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 187,500 of the Insider Founder’s Shares shall be forfeited in an amount subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Founder’s Shares necessary to maintain the Insiders’ Sponsor’s 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the issuance of the Representative’s Founder Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering by the InsidersOffering).

Private Placements. 1.3.1. On April 8, 2021In August 2019, the Company issued to an affiliate of LIV Capital InterPrivate Acquisition Sponsor II, L.P Management LLC (the “Sponsor”) 5,750,000 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The In December 2019, the Sponsor and each other holder contributed an aggregate of the 718,750 Insider Shares, including Shares back to the Company’s officerscapital for no additional consideration, directors or their affiliates or designees (collectively, the “Insiders”), resulting in there being an aggregate of 5,031,250 Insider Shares outstanding. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall it the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 375,000 a maximum of the 656,250 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the Insiders’ beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder issuance of the Private Units and the Representative Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders.Offering. EarlyBirdCapital, Inc. _____, 2020

Private Placements. 1.3.11.4.1. On April 8, In June 2021, the Company issued to an affiliate of LIV Capital Acquisition Digital Health Sponsor II, L.P LLC (the “Sponsor”), the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of Common Stock, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, 2021, the The Company issued to an affiliate of LIV Capital Acquisition Twelve Seas Sponsor II, L.P I LLC (the “Sponsor”), for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 4,312,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2017, the Sponsor transferred a portion of the Insider Shares to the Company’s officers and directors (collectively, the “Insiders”). In May 2018, the Sponsor returned 1,437,500 Insider Shares to the Company for cancellation. In June 2018, the Company effectuated (i) a 1.5-for-1 dividend of the outstanding Ordinary Shares and (i) a 1.2-for-1 dividend of the outstanding Ordinary Shares, resulting in an aggregate of 5,175,000 Insider Shares outstanding and held by the Insiders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Shares nor shall it they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 675,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Sponsor of the Private Units, the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders.). EarlyBirdCapital, Inc. June 19, 2018

Private Placements. 1.3.11.4.1. On April 8, In February 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor IIGigInternational1 Sponsor, L.P LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). The 10,000 insider shares granted to Interest Solutions, LLC will not be subject to forfeiture. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Founder Shares (defined below) issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering by the InsidersOffering.

Private Placements. 1.3.1. On April 8May 7, 2021, the Company issued to an affiliate of LIV Capital Acquisition Sponsor II, L.P Larkspur Health LLC (the “Sponsor”), the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 2,875,000 Class 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B ordinary shares common stock, $0.0001 par value per share (the “Insider Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September [__], 2021, the Representative forfeited 21,777 of the Representative’s Shares, resulting in 2,134,473 Founder Shares remaining outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 259,473 of the Insider Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, 2021In May 2016 and May 2017, the Company issued to an affiliate of LIV Capital Acquisition Pensare Sponsor IIGroup, L.P LLC (the “Sponsor”), ) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary 7,187,500 shares of the Company’s common stock (the “Insider Founders’ Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 937,500 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased by them in the Offering by the Insiders.Offering). EarlyBirdCapital, Inc. [_____], 2017

Private Placements. 1.3.11.4.1. On April 8, 2021, the The Company issued to an affiliate of LIV Capital Acquisition Sponsor IIBig Rock Partners Sponsor, L.P LLC (the “Sponsor”), ) for aggregate consideration of $25,000, an aggregate 25,000 1,437,500 shares of 2,875,000 Class B ordinary shares the Company’s Common Stock (the “Insider Founder’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder’s Shares. In November 2017, the Company effectuated a stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, resulting in the Sponsor holding an aggregate of 1,725,000 Founder’s Shares. The Sponsor and each other holder of the Insider Shares, including the CompanyFounder’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder’s Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor shall not have conversion rights with respect to the Insider Founder’s Shares nor shall it they be entitled to sell such Insider Founder’s Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 225,000 of the Insider Founder’s Shares shall be forfeited in an amount subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Founder’s Shares necessary to maintain the Insiders’ Sponsor’s 20% beneficial ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the issuance of the Representative’s Founder Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering by the InsidersOffering).

Private Placements. 1.3.1. On April 8, 2021(i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to MIHI LLC (“MIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of LIV Capital Acquisition Sponsor II, L.P (the “Sponsor”)Representative, for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary shares 100 common units (the “Insider SharesCommon Units”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act Act; on January 3, 2017, the Company converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of 1933, as amended Common Stock (the “ActFounder Shares”). No ; MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 562,500 of the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently (A) sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale initial purchase of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the initial stockholders of the Company until the earlier of: (i) one year after the completion of the Business Combination; or (ii) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Business Combination; or earlier, in each case if, subsequent to the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sponsor initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in Founder Shares. In the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised in full, Sponsor will forfeit such number of Founder Shares held by the Underwriters in full or in part, up to 375,000 Sponsor such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain issued and outstanding shares of the Insiders’ 20% ownership interest in the Ordinary Shares Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the InsidersOffering.

Private Placements. 1.3.11.4.1. On April 8November 16, 2021, the Company issued to an affiliate of LIV Capital Mxxxxx Canyon Acquisition Sponsor IISponsor, L.P LLC (the “Sponsor”), ) for aggregate consideration of $25,000, an aggregate of 2,875,000 Class B ordinary 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Forfeiture Agreement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall it not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insidersholders of Founder Shares’ 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On April 8, 2021In October 2017, the Company issued to Axis Public Ventures S. de X.X. de C.V. (“Axis”), an affiliate of LIV Axis Capital Acquisition Sponsor II, L.P Management (the “Sponsor”), for aggregate consideration of $25,000, 25,000 an aggregate of 2,875,000 Class B ordinary shares of Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Sponsor and each other holder of the Insider Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Insiders’ their collective 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Founder Shares (defined below) Private Units and any shares purchased by them in the Offering by the InsidersOffering).