Exhibit 4.1


 


Description
of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended


 


The following description sets forth certain material terms
and provisions of the securities of LIV Capital Acquisition Corp. ( “we,” “us” or “our”) that
are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following
description of our securities is not complete and may not contain all the information you should consider before investing in our
securities. This description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum
and articles of association, which are incorporated herein by reference. The summary below is also qualified by reference to the
Companies Law and common law of the Cayman Islands.


 


As of December 31, 2019, we had three classes of securities
registered under the Exchange Act: our Class A ordinary shares, $0.0001 par value per share; warrants to purchase shares of our
Class A ordinary shares; and units consisting of one Class A ordinary share and one redeemable warrant to purchase one Class A
ordinary share. In addition, this Description of Securities also contains a description of our founders shares, par value $0.0001
per share (“founders shares”), which is not registered pursuant to Section 12 of the Exchange Act but is convertible
into shares of the Class A ordinary shares. The description of the founders shares is necessary to understand the material terms
of the Class A ordinary shares.


 


Units


 


Each unit consists of one Class A ordinary share and one warrant.
Each warrant entitles the holder to purchase one Class A ordinary share. Pursuant to the warrant agreement dated December 10, 2019
between Continental Stock Transfer & Trust Company, as warrant agent, and us (as defined below), a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means that only a warrant may be exercised at any given time
by a warrant holder.


 


The Class A ordinary shares and warrants began separate trading
on January 14, 2020 and holders have the option to continue to hold units or separate their units into the component pieces.


 


Ordinary Shares


 


Class A ordinary shareholders and Class B ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law;
provided that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote
on the election of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of directors
for any reason. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with
our initial business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary
shares will vote together as a single class. Unless specified in the Companies Law, our amended and restated memorandum and articles
of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is
required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution
under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include
amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with
another company. Directors are elected for a term of two years. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the founders shares voted for the election of directors can elect all of the
directors prior to our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if
declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated memorandum and articles of
association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which
we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder
approval in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There
is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.


 






     


     


    

 


We will provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of
then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business
combination, we will be required to purchase any Class A ordinary shares properly delivered for redemption and not withdrawn. The
amount in the trust account is initially anticipated to be $10.00 per public share. Additionally, each public shareholder may elect
to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed
business combination. Our initial shareholders have entered into a letter agreement with us dated December 10, 2019 (the “letter
agreement”), pursuant to which they have agreed to waive their redemption rights with respect to their founders shares and
any public shares held by them in connection with the completion of our initial business combination. Our directors and officers
have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them,
if any. Permitted transferees of our initial shareholders, officers or directors will be subject to the same obligations.


 


If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of
the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary shares
sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that
number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions,
potentially at a loss.


 


If we seek shareholder approval in connection with our initial
business combination, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms
of the letter agreement, to vote their founders shares and any public shares held by them in favor of our initial business combination.
As a result, in addition to our initial shareholders’ founders shares, we would need 3,050,950, or 37.9%, of the 8,050,000
public shares sold in our initial public offering to be voted in favor of a transaction (assuming all issued and outstanding shares
are voted), subject to any higher threshold as is required by Cayman Islands or other applicable law, in order to have such initial
business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations
on them with respect to public shares acquired by them, if any.


 


Pursuant to our amended and restated memorandum and articles
of association, if we are unable to complete our initial business combination within 21 months from the closing of our initial
public offering, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible
but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders have
entered into the letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founders shares if we fail to complete our initial business combination within 21
months from the closing of our initial public offering. However, if our initial shareholders acquire public shares after our initial
public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or winding up of
the company after a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their
public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations
described herein.


 






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Founders Shares


 


The founders shares are designated as Class B ordinary shares
and are identical to the Class A ordinary shares included in the units sold in our initial public offering, and holders of founders
shares have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only
holders of the founders shares have the right to vote on the election of directors and holders of a majority of our founders shares
may remove a member of the board of directors for any reason; (2) the founders shares are subject to certain transfer restrictions,
as described in more detail below; (3) our initial shareholders have entered into a letter agreement with us, pursuant to which
they have agreed to waive: (x) their redemption rights with respect to their founders shares and any public shares held by them
in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender offer
we undertake in connection with our initial business combination); (y) their redemption rights with respect to their founders shares
and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us
in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;
and (z) their rights to liquidating distributions from the trust account with respect to any founders shares they hold if we fail
to complete our initial business combination within 21 months from the closing of our initial public offering (although they will
be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete
our initial business combination within the prescribed time frame); (4) the founders shares will automatically convert into our
Class A ordinary shares as described below and (5) the founders shares are entitled to registration rights. In addition, our directors
and officers have also entered into the letter agreement with respect to public shares acquired by them, if any.


 


The founders shares will automatically convert into Class A
ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis,
subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible
or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering
and related to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary
shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number
of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial public offering plus the
number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business
combination (net of redemptions), excluding the representative shares and any Class A ordinary shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination and any private warrants issued to our sponsor, an affiliate
of our sponsor or any of our officers or directors.


 


With certain limited exceptions, the founders shares are not
transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary
shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


Register of Members


 


Under Cayman Islands law, we must keep a register of members
and there shall be entered therein:


 


		●	the names and addresses of the members and a statement
of the shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each member;



 


		●	the date on which the name of any person was entered
on the register as a member; and



 


		●	the date on which any person ceased to be a member.



 


Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters
referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands
law to have legal title to the shares as set against its name in the register of members. Upon the closing of our initial public
offering, the register of members was immediately updated to reflect the issue of shares by us. Once our register of members has
been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against
their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.


 






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Warrants


 


10,861,250 warrants are currently outstanding. Each warrant
entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as
discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination or 12 months
from the closing of our initial offering. However, no warrants will be exercisable for cash unless we have an effective and current
registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares
issuable upon exercise of the public warrants is not effective within 60 business days following the consummation of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period
when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another
exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder
would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between
the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair
market value” for this purpose will mean the average reported last sale price of the Class A ordinary shares for the 5 trading
days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion
of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


The private warrants, as well as any warrants underlying additional
units we issue to our sponsor, officers, directors or their affiliates in payment of working capital loans made to us, will be
identical to the warrants underlying the units being offered by this prospectus except that such warrants will be exercisable for
cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still
held by our sponsor or its permitted transferees.


 


We may call the warrants for redemption (excluding the private
warrants and any warrants underlying additional units issued to our sponsor, initial shareholders, officers, directors or their
affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant,


 


		●	at any time after the warrants become exercisable,



 


		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder,



 


		●	if, and only if, the reported last sale price of the
Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and
ending on the third business day prior to the notice of redemption to warrant holders; and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the Class A ordinary shares underlying such warrants.



 


The right to exercise will be forfeited unless the warrants
are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant
will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.


 


The redemption criteria for our warrants have been established
at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result
of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


If we call the warrants for redemption as described above, our
management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the
fair market value.


 


The “fair market value” shall mean the average reported
last sale price of the Class A ordinary shares for the 5 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants.


 


The warrants are issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us (the “warrant agreement”). The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding
public warrants in order to make any change that adversely affects the interests of the registered holders.


 






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The exercise price and number of Class A ordinary shares issuable
on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances
of Class A ordinary shares at a price below their respective exercise prices.


 


In addition, if (x) we issue additional Class A ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial shareholders
or their affiliates, without taking into account any founders shares held by them prior to such issuance) (the “Newly Issued
Price”) of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the
date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading
price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we
consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii)
the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to
180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 


The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified
or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or
privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary
shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by shareholders.


 


Under the terms of the warrant agreement, we have agreed to
use our best efforts to have declared effective a prospectus relating to the Class A ordinary shares issuable upon exercise of
the warrants and keep such prospectus current until the expiration of the warrants. However, we cannot assure you that we will
be able to do so and, if we do not maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise
of the warrants, holders will be unable to exercise their warrants for cash and we will not be required to net cash settle or cash
settle the warrant exercise.


 


Warrant holders may elect to be subject to a restriction on
the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent
that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the Class A ordinary shares
outstanding.


 


No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round up to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.


 


Dividends


 


We have not paid any cash dividends on our Class A ordinary
shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion
of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in
our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and warrant agent
for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and
employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.


 






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Certain Differences in Corporate Law


 


Cayman Islands companies are governed by the Companies Law.
The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.


 


Mergers and Similar Arrangements. In certain circumstances,
the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted
company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).


 


Where the merger or consolidation is between two Cayman Islands
companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information.
That plan of merger or consolidation must then be authorized by (a) a special resolution (at least a majority of 66 2/3% in value
who attend and vote at a general meeting) of the shareholders of each company; and (b) such other authorization, if any, as may
be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between
a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless
the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies
Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger
or consolidation.


 


Where the merger or consolidation involves a foreign company,
the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are
required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (1) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (2) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions;
(3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect
of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue
to be suspended or restricted; and (5) there is no other reason why it would be against the public interest to permit the merger
or consolidation.


 


Where the surviving company is the Cayman Islands exempted company,
the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made
due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign company is able to
pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; and (3) that the foreign company will,
upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction.


 


The Companies Law provides for a right of dissenting shareholders
to be paid a payment of the fair value of his or her shares upon their dissenting to the merger or consolidation in certain circumstances
if they follow a prescribed procedure. In essence, where such rights apply, that procedure is as follows: (a) the shareholder must
give his or her written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation is authorized
by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent
company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following
receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent
including, among other details, a demand for payment of the fair value of his or her shares; (d) within seven days following the
date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must
make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the
fair value and if the company and the shareholder agrees to the price within 30 days following the date on which the offer was
made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fails to agree to a price within
such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder)
must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a
list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not
been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares
together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting
shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination
of fair value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances, for example,
to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized
interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any
company listed on a national securities exchange or shares of the surviving or consolidated company, or in the context of a parent
and subsidiary merger.


 






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Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, such schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedures of which are more rigorous and take longer to complete than the procedures typically required
to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class
of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value
of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at
a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must
be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court
the view that the transaction should not be approved, the court can be expected to approve the arrangement if it is satisfied that:


 


		●	we are not proposing to act illegally or beyond the
scope of our corporate authority and we have complied with the statutory provisions as to majority vote;



 


		●	the shareholders have been fairly represented at the
meeting in question;



 


		●	the arrangement is such as a business-person would
reasonably approve; and



 


		●	the arrangement is not one that would more properly
be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”



 


If a scheme of arrangement or takeover offer (as described below)
is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for the judicially determined
value of the shares.


 


Squeeze-out Provisions. When a takeover offer is made
and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month
period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made
to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger, reconstruction and/or
an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.


 


Shareholders’ Suits. Our Cayman Islands counsel
is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in
the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, we will
be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors
usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which
would in all likelihood be of persuasive authority and applied by a court in the Cayman Islands, exceptions to the foregoing principle
apply in circumstances in which:


 


		●	a company is acting, or proposing to act, illegally
or beyond the scope of its authority;



 


		●	the act complained of, although not beyond the scope
of the authority, could be effected if duly authorized by more than the number of votes that have actually been obtained; or



 


		●	those who control the company are perpetrating a “fraud
on the minority.”



 


A shareholder may have a direct right of action against us where
the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of Civil Liabilities. The Cayman Islands
has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the federal courts of the United States.


 






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We have been advised by our Cayman Islands legal counsel that
the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated
upon the civil liability provisions of the federal securities laws of the United States or any state and (2) in original actions
brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the
Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial
on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in
the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or
a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud
or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court
may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies. We are
an exempted company with limited liability (meaning our public shareholders have no liability, as members of the Company, for liabilities
of the Company over and above the amount paid for their shares) under the Companies Law. The Companies Law distinguishes between
ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company
are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		●	annual reporting requirements are minimal and consist
mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with
the provisions of the Companies Law;



 


		●	an exempted company’s register of members is
not open to inspection;



 


		●	an exempted company does not have to hold an annual
general meeting;



 


		●	an exempted company may issue negotiable or bearer
shares or shares with no par value;



 


		●	an exempted company may obtain an undertaking against
the imposition of any future taxation (such undertakings are usually given for 30 years in the first instance);



 


		●	an exempted company may register by way of continuation
in another jurisdiction and be deregistered in the Cayman Islands;



 


		●	an exempted company may register as a limited duration
company; and



 


		●	an exempted company may register as a segregated portfolio
company.



 


Our Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles of association
contains certain requirements and restrictions that will apply to us until the completion of our initial business combination.
These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be
a special resolution where it has been approved by either (1) at least two-thirds (or any higher threshold specified in a company’s
articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose
the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by
a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of
association provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and
vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating
to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90%
of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of our shareholders.


 






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Our initial shareholders, who collectively beneficially own
20% of our ordinary shares upon the closing of our initial public offering (excluding the representative shares), may participate
in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any
manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things,
that:


 


		●	if we are unable to complete our initial business
combination within 21 months from the closing of our initial public offering, we will: (1) cease all operations except for the
purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law;



 


		●	prior to our initial business combination, we may
not issue additional shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as
a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated
memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 21 months from
the closing of our initial public offering or (y) amend the foregoing provisions;



 


		●	in the event we enter into a business combination
with a target business that is affiliated with our sponsor, our directors or our officers (which we currently do not intend to
do), we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm, or from an independent accounting firm, that such a business combination is fair to our company from a financial point of
view;



 


		●	if a shareholder vote on our initial business combination
is not required by law and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the
SEC prior to completing our initial business combination which contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


		●	in the event our units are listed on Nasdaq, our initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the assets held in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement
to enter into the initial business combination;



 


		●	if our shareholders approve an amendment to our amended
and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to convert or
sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of
our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from
the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion
of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares; and



 


		●	we will not effectuate our initial business combination
with another blank check company or a similar company with nominal operations.



 


In addition, our amended and restated memorandum and articles
of association provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 upon completion of our initial business combination.


 


The Companies Law permits a company incorporated in the Cayman
Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such company’s
issued and outstanding ordinary shares. A company’s articles of association may specify that the approval of a higher majority
is required. Accordingly, although we could amend any of the provisions relating to our initial public offering, structure and
business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions
as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive
any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 


Certain Anti-Takeover Provisions of Our Amended and Restated
Memorandum and Articles of Association


 


Our authorized but unissued Class A ordinary shares and preferred
shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but
unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 






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Shares Eligible for Future Sale


 


We have 10,132,500 ordinary shares outstanding. Of these shares,
the 8,050,000 Class A ordinary shares sold in our initial public offering will be freely tradable without restriction or further
registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144
under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering. All of those shares will not be transferable until they are released except in limited
circumstances described elsewhere in the prospectus for our initial public offering.


 


Rule 144


 


A person who has beneficially owned restricted Class A ordinary
shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed
to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject
to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned
restricted Class A ordinary shares for at least six months but who are our affiliates at the time of, or any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of either of the following:


 


		●	1% of the number of the total number of ordinary shares
then outstanding, which equals 86,850 shares; and



 


		●	the average weekly trading volume of the Class A ordinary
shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales under Rule 144 are also limited by manner of sale provisions
and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies


 


Historically, the Securities and Exchange Commission staff had
taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously
were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting
the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies)
or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition,
however, if the following conditions are met:


 


		●	the issuer of the securities that was formerly a shell
company has ceased to be a shell company;



 


		●	the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act;



 


		●	the issuer of the securities has filed all Exchange
Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Form 8-K reports; and



 


		●	at least one year has elapsed from the time that the
issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, it is likely that pursuant to Rule 144, our sponsor
will be able to sell its founders shares freely without registration one year after we have completed our initial business combination
assuming it is not an affiliate of ours at that time.


 


Registration Rights


 


The holders of the founders shares and representative shares
issued and outstanding on the date of the prospectus for our initial public offering, as well as the holders of the private warrants
and any warrants our sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to
us (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on
the effective date of our initial public offering. The holders of a majority of these securities are entitled to make up to three
demands that we register such securities. The holders of the majority of the founders shares can elect to exercise these registration
rights at any time commencing three months prior to the date on which these Class B ordinary shares are to be released from their
transfer restrictions. The holders of a majority of the representative shares, private warrants and warrants issued to our sponsor,
officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to
exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary,
EarlyBirdCapital, Inc. may only make a demand on one occasion and only during the five-year period beginning on the effective date
of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided,
however, that EarlyBirdCapital, Inc. may participate in a “piggy-back” registration only during the seven-year period
beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses
incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants have been approved
for trading on Nasdaq under the symbols “LIVKU,” “LIVK” and “LIVKW,” respectively.




 


 


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