Form 10-K/A LIV Capital Acquisition For: Dec 31 – StreetInsider.com

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to
______________

Commission File Number 001-39157

LIV CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands   001-39157   N/A
(State or other jurisdiction


of incorporation)
  (Commission File Number)   (IRS Employer


Identification No.)

Torre Virreyes


Pedregal No. 24, Piso 6-601


Col. Molino del Rey México, CDMX, 11040

(Address of principal executive offices, including
zip code)

Registrant’s telephone number, including
area code: +52 55 1100 2470

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share   LIVK   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50   LIVKW   The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one redeemable warrant   LIVKU   The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g)
of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer  
Non-accelerated filer     Smaller reporting company  
Emerging growth company          

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2020 (the last business day of the registrant’s
second fiscal quarter), the aggregate market value of the Class A ordinary shares outstanding, other than shares held by persons who may
be deemed affiliates of the registrant, computed using the closing sale price for the Class A ordinary shares on June 30, 2020 as reported
on the Nasdaq was $79,373,000.

As of March 29, 2021, 8,050,000 Class A ordinary shares, par value
$0.0001 per share, and 2,082,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

LIV Capital Acquisition Corp. (the “Company,” “we”,
“our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend
its Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission,
or the SEC, on March 30, 2021, or the Original Filing, to restate our financial statements for the period ended December 31, 2020. As
a result, this Amendment No. 1 describes the restatement and its impact on previously reported amounts.

Background of Restatement 

The restatement results from the Company’s prior accounting
for its outstanding warrants issued in connection with its initial public offering in December 2019 as components of equity instead of
as derivative liabilities relating to the SEC’s statement on April 12, 2021 (the “Statement”) discussing the accounting
implications of certain terms that are common in warrants issued by special purpose acquisition companies (“SPACs”). The
warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent
upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a
tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares,
could be read to provide that all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer
provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company),
all warrant holders would be entitled to cash, while only certain of the holders of the underlying ordinary shares would be entitled
to cash.

In connection with the audit of the Company’s financial statements
for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification
(“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability
treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified
as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15,
a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon
a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s
audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s
ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing
of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee,
in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in
shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the
warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required
to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior
period in the Company’s operating results for the current period. In addition, a portion of the initial transaction costs related to
the initial public offering and attributable to the warrants must be immediately expensed, and the difference between the fair market
value of the private placement warrants and the initial purchase consideration thereof is recorded as a compensation expense.

The Company’s accounting for the warrants as components of
equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses or cash.

In connection with the restatement, the Company’s
management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a
result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods
were not effective due to a material weakness in internal control over financial reporting related to the classification of the
Company’s warrants as components of equity instead of as derivative liabilities and the allocation and treatment of the initial transaction costs of the initial public offering. For more information, see Item 9A included
in this Annual Report on Form 10-K.

The Company has not amended its previously filed Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K for the period affected by the restatement. The financial information that has been previously
filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial
statements and related financial information contained in such previously filed reports should no longer be relied upon.

The restatement is more fully described in Note 2 of the notes
to the financial statements included herein.

Items Amended in this Amendment No. 1

This Amendment No. 1 presents the Original Filling, amended and
restated with modifications as necessary to reflect the restatements.

The following items have been amended to reflect the restatement:

Part I, Item 1A. Risk Factors

Part II, Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Part II, Item 8. Financial Statements

Part II, Item 9A. Controls and Procedures

In addition, the Company’s Chief Executive Officer and Chief
Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 1 (Exhibits
31.1, 31.2, 32.1 and 32.2).

Except as described above, this Amendment No. 1 does not amend,
update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent
to the filing thereof. As such, this Amendment No. 1 speaks only as of the date the Original Filing was filed, and we have not undertaken
herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly,
this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing,
including any amendment to those filings.

LIV CAPITAL ACQUISITION CORP.

ANNUAL REPORT ON FORM 10-K/A

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K/A (this
“Annual Report”), references to:

  “we,” “us,” “our,”
“company” or “our company” are to LIV Capital Acquisition Corp., a Cayman Islands exempted company;
  “amended and restated memorandum and articles
of association” are to our Amended and Restated Memorandum and Articles of Association;
  “Class A ordinary shares” are to
our Class A ordinary shares, par value $0.0001 per share;
  “Class B ordinary shares” are to
our Class B ordinary shares, par value $0.0001 per share;
  “Companies Law” are to the Companies
Law (2018 Revision) of the Cayman Islands as the same may be amended from time to time;
  “directors” are to our current directors
  “founders shares” are to our Class
B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A
ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business
combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
  “initial shareholders” are to our
sponsor and other holders of our founders shares prior to our initial public offering (including 25,000 founders shares our sponsor
transferred thereafter to our initial independent director), but excludes EarlyBirdCapital, Inc. in respect of the representative
shares held by it;
  “letter agreement” refers to the
letter agreement entered into between us and our initial shareholders, directors and officers on December 10, 2019;
  “management” or our “management
team” are to our officers and directors;
  “ordinary shares” are to our Class
A ordinary shares and our Class B ordinary shares;
  “private warrants” are to the warrants
issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;
  “public shares” are to our Class
A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering
or thereafter in the open market);
  “public shareholders” are to the
holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase
public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; and
  “representative shares” are to the
70,000 Class B ordinary shares that we have issued to EarlyBirdCapital, Inc. (and/or its designees), which representative shares
will automatically convert into Class A ordinary shares at the time of our initial business combination.

ii 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Annual Report are forward-looking
in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements
about:

  our ability to select an appropriate target business or businesses;
  our ability to complete our initial business combination;
  our expectations around the performance of a prospective target business or businesses;
  our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
  our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
  our potential ability to obtain additional financing to complete our initial business combination;
  our pool of prospective target businesses;
  the ability of our officers and directors to generate a number of potential business combination opportunities;
  our public securities’ potential liquidity and trading;
  the lack of a market for our securities;
  the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
  our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and our ability to conduct necessary due diligence in view of the COVID-19 pandemic and steps taken by governments to respond to the pandemic;
  the trust account not being subject to claims of third parties; or
  our financial performance following our initial public offering or following our initial business combination.

The forward-looking statements contained in this Annual Report are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.

iii 

PART I

Item 1. Business

We are a blank check company incorporated as a Cayman Islands exempted
company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.

Our sponsor is an affiliate of LIV Capital, a private investment firm
founded in 2000 in order to make equity investments in high-growth businesses in Mexico or with a significant presence in that country.
LIV Capital has a deep history of successfully realizing returns on equity investments in a range of Mexican sectors and companies and
investing in various phases of growth and maturity. As a result, LIV Capital has established itself as one of the main investment advisers
in the country, raising several institutional funds. Throughout its almost twenty years, LIV Capital has raised, administered and invested
in six funds, focusing on Mexican companies and/or companies with a significant presence in Mexico. Humberto Zesati, Alexander R. Rossi
and Miguel Ángel Dávila, whom we refer to as our “LIV Capital Directors,” have substantial experience and expertise
in the Mexican corporate market where they have served as investors, operators, administrators and advisors. Collectively, our LIV Capital
Directors have made private equity investments in more than 20 companies and have transactional experience in more than 35 Mexican companies
and 100 Latin American and U.S. companies. Together, our LIV Capital Directors have more than 90 years of professional experience.

While we may pursue a business combination target in any business,
industry or geographical location, we intend to focus our search on Mexican target businesses (or non-Mexican target businesses with a
significant presence in Mexico). We intend to identify and acquire a business that could benefit from leveraging our extensive operational,
capital markets and investment management experience in the Mexican and Latin American markets and that presents the potential for an
attractive risk-adjusted return profile under our management. We will seek to capitalize on Mexico’s growing and underinvested sectors,
by seeking to meet the capital needs of high potential middle-market companies that are well positioned in the competitive local and regional
landscape and that have the potential to thrive as public businesses. LIV Capital has a dedicated operations team that initially assists
in due diligence processes and oversees the onboarding of new investments, negotiates with management teams, assess key valuation metrics
and develops initiatives to enhance the performance of the invested companies. We anticipate utilizing LIV Capital’s platform to
provide us with access to its team, deal prospects and network, along with any necessary resources to aid in the identification, diligence
and operational support of a target for our initial business combination.

Mexico currently represents an attractive investment destination, underpinned
by stable macroeconomic fundamentals. The country’s US$2.5 trillion economy as of 2018 is globally integrated, with approximately
90% of trade flowing through free trade agreements with 46 countries. From an economic growth perspective, Mexico has delivered consistent
results, with positive growth in gross domestic product since 2010. Despite lower oil prices, weak growth in global trade volumes and
political uncertainties stemming from the global spread of populist policies, we expect growth to continue in the years ahead. The uncertainties
surrounding the end of the North American Free Trade Agreement have subsided substantially as a new treaty called the United States-Mexico-Canada
Agreement has been signed by the presidents of the three countries, ratified by Mexico and the United States and is soon expected to replace
the North American Free Trade Agreement. While the new trade agreement is pending approval by the legislative branch of Canada, this recent
development is likely to reaffirm Mexico’s position as a significant export-oriented manufacturing country and an important supply
chain hub for industries ranging from automobiles, to oil & gas and to medical devices. Mexico’s commitment to drive economic
growth through global trade is further evidenced by the signing and ratification of the Comprehensive and Progressive Agreement for Trans-Pacific
Partnership, whose 11 signatories represent approximately 13.5% of global gross domestic product.

Our LIV Capital Directors share a long collaboration history, having
worked together for approximately 21 years. Since its formation in early 2000, LIV Capital has raised six funds totaling $375 million
in committed capital, which includes equity funds focused on investing in growth stage companies and a venture capital fund. LIV Capital
has become an institutionalized platform with the direction and leadership of our LIV Capital Directors, as well as with the support of
highly qualified internal investment, finance, legal, investor relations and support teams, that are integral to the platform’s
success.

Notwithstanding the foregoing, the past performance of our LIV Capital
Directors and other members of our management team is not a guarantee that we will be able to identify a suitable candidate for our initial
business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record
of our management’s performance as indicative of our future performance.

Target Business Focus

We intend to focus our search on Mexican target businesses (or non-Mexican
target businesses with a significant presence in Mexico). However, we are not limited to companies in this geographic area. We believe
that there is a rich opportunity to focus on many Mexican growth-stage businesses that have limited access to credit or other capital
sources, and that have high-growth prospects and proven business models and are led by qualified entrepreneurs and/or strong management
teams that focus on value creation. This, we believe, will in turn result in the potential for attractive entry valuations and a favorable
investment climate for providers of intelligent capital. Mexico is an emerging economy with high rates of growth projected for innovative
businesses and relatively scarce equity financing available. We intend to capitalize on this unfulfilled equity demand.

1

Mexico has established operators seeking access to capital and managerial
expertise. We intend to leverage our team’s collective managerial, operational, financial and transactional expertise to build a
strong business with competitive advantages to emerge as a leading public company.

We believe that many companies will need a partner that can assist
in providing a level of operational and financial expertise to support their growth. Our team includes a variety of professionals who
will assist a target business access the public markets. Our team consists of professionals who have decades of experience in capital
markets globally.

In addition, we intend to provide not only specific operating expertise,
but also strategic, marketing and planning guidance in conjunction with high-level access to relevant industry players. We will seek to
play an active role in the institutionalization of the target company, not only in terms of corporate governance and information compliance,
but also in strengthening management capacity by leading the selection of key individuals that complement the skills of existing teams.
Further, we believe that through our extensive networks and recognized position in the industry, we will also help foster new sales, suppliers
and strategic relationship opportunities, including joint ventures, acquisitions and other partnerships that represent significant value
creation opportunities for the target company.

Our acquisition plan is to utilize our management team’s networks
of potential transaction sources where we believe a combination of our management team’s relationships, knowledge and experience
could affect a positive transformation or augmentation of existing businesses or assets. Over the course of their careers, the members
of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source
of acquisition opportunities. We plan to leverage relationships with management teams of public and private companies, investment professionals
at private equity firms and other financial sponsors, institutional investors, development banks, owners of private businesses, investment
bankers, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with numerous business combination
opportunities.

Notwithstanding the foregoing, effecting a business combination with
a company located in Mexico, or another jurisdiction outside of the United States, could subject us to a variety of additional risks that
may negatively impact our operations. See the risk factor titled “If we effect a business combination with a company located
in Mexico or outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations

for more information on the risks attendant to acquiring a target business. Furthermore, if we determine to acquire a target business
located outside of Mexico, the positive aspects of consummating a business combination in Mexico would not be applicable to our business
going forward.

Acquisition Criteria

Consistent with our business strategy, we have identified the following
general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our initial business
combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial
business combination with a target that does not meet one or more of these criteria and guidelines. We expect to weigh potential upside
from growth in the target business and an improved capital structure against any identified downside risks. We intend to focus on target
businesses that we believe:

  have the potential to further improve their performance from an active “hands-on” role in strategic, operational and financial direction. We intend to look for targets that have clear opportunities for long-term sustainable growth that may benefit from our transactional, financial, managerial and investment expertise as well as our extensive networks and insights. We believe our management team has the skills and capabilities to enhance companies’ results and intend to develop greater managerial depth and sophistication, facilitate new commercial opportunities and work closely with management in designing and executing growth strategies;
  have a proven business model with consistent operational performance. We expect to target a business that has significant commercial traction, robust growth potential and has historically exhibited profitability or has a clear path towards profitability;
  have top-tier proven executive management teams. We intend to seek a target that has an experienced managerial group with a clear vision about how to grow their company based on a successful track record of achieving a relevant market position in their industry;
  exhibit institutional-level operations and financial controls. We intend to seek a target that has the underlying infrastructure and operations to build a public platform;
  have durable competitive advantages that are differentiated in the sector. We intend to acquire an asset that not only benefits from secular tailwinds in its respective industry, but also exhibit hard-to-replicate competitive advantages amongst its peers;
  may benefit from capital markets access. We intend to seek a target that may benefit from being, or has the potential to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified pool of capital; and
  exhibit unrecognized value and desirable returns on capital. We intend to look for targets that we believe have been undervalued by the marketplace based on our analysis and due diligence review.

2

These criteria are not intended to be exhaustive. Any evaluation relating
to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines
as well as other considerations, factors and criteria that our management may deem relevant. We believe our management team’s extensive
contacts, broad industry knowledge and highly regarded experience will yield a robust deal flow from which we may select a target. We
will seek to acquire the target on terms and in a manner that leverages our management team’s experience. The potential upside
from growth in the target business and an improved capital structure will be weighed against any identified downside risks designed to
balance value creation with capital preservation. In the event that we decide to enter into our initial business combination with a target
business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this Annual Report,
would be in the form of proxy solicitation or tender offer materials that we would file with the U.S. Securities and Exchange Commission
(the “SEC”).

Significant Activities Since Inception

On December 13, 2019, we consummated our initial public offering of
7,000,000 units. Each unit consists of one Class A ordinary share and one redeemable warrant of the Company, each warrant entitling the
holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $70,000,000.

Substantially concurrently with the closing of the initial public offering,
we completed the private sale of 2,575,000 private warrants to our sponsor at a purchase price of $1.00 per private warrant, generating
gross proceeds to us of $2,575,000.

A total of $70,000,000, comprised of $68,425,000 of the proceeds from
the initial public offering, including $2,450,000 of the underwriter’s advisory fee in connection with the initial business combination,
and $1,575,000 of the proceeds of the sale of the Private warrants was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee.

On December 18, 2019, we consummated the sale of an additional 1,050,000
units that were subject to the underwriter’s over-allotment option at $10.00 per unit, generating gross proceeds of $10,500,000.
Simultaneously with the closing of the sale of additional units, we consummated the sale of an additional 236,250 private warrants at
a price of $1.00 per private warrant, generating total proceeds of $236,250. Following the closing of the over-allotment option and sale
of additional private warrants, an aggregate amount of $80,500,000 has been placed in our trust account established in connection with
our initial public offering.

Our units began trading on December 11, 2019 on the Nasdaq Capital
Market, or Nasdaq, under the symbol “LIVKU.” Commencing on January 14, 2020, the securities comprising the units began separate
trading. The ordinary shares and warrants are trading on the Nasdaq under the symbols “LIVK” and “LIVKW,” respectively.

Competitive Strengths

Management Team

We believe that our management team’s extensive relationships
and excellent reputation throughout Mexico will enable us to identify business combination opportunities with significant potential upside.
We expect that our management team’s more than 90 years of combined experience in a wide variety of industries, when paired with
our management team’s ability to consistently perform under varying economic environments in emerging markets, will be a differentiating
factor that is highly attractive to potential target companies. In addition, we believe our relationship with LIV Capital, with its deep
history of successfully realizing returns on equity investments in a range of Mexican sectors and companies, and investing in various
phases of growth and maturity, will enhance our capabilities beyond the management team to source and fulfill business combination opportunities.

Status as a Public Company

We believe that our structure makes us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public
offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares
of stock in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us to tailor the
consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find this avenue a
more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public
offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to
the same extent in connection with a business combination with us. Furthermore, once the business combination is consummated, the target
business will have effectively become a public company, whereas an initial public offering is always subject to the underwriter’s
ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we
believe the target business would then have greater access to capital and an additional means of providing management incentives consistent
with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by
enhancing a company’s profile among potential new customers and vendors and attracting talented employees. While we believe that
our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations
in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or
with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of
other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business
combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our
outstanding warrants, which may represent a source of future dilution.

3

Financial Position

As of December 31, 2020, the net proceeds from our initial public offering
and the private placement of warrants provide us with approximately $81,055,288 that we may use to complete our initial business combination
(after payment of offering costs and assuming no shareholder seeks redemption of their shares or seeks to sell their shares to us in any
tender offer in relation to such business combination), we offer a target business a variety of options such as providing the owners of
a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and
expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial
business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the
most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
However, since we have no specific business combination under consideration, we have not taken any steps to secure third-party financing,
and there can be no assurance that it will be available to us.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive
commercial business for an indefinite period of time following our initial public offering. We intend to utilize cash derived from the
proceeds of our initial public offering and the private placement of private warrants, our capital stock, debt or a combination of these
in effecting a business combination which has not yet been identified. Accordingly, investors in our initial public offering invested
without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination
may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish
a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.
These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws.
In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages
of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably
have the ability, as a result of our limited resources, to effect only a single business combination.

We Have Not Identified a Target Business

To date, we have not selected any target business on which to concentrate
our search for a business combination. None of our sponsor, officers, directors, promoters and other affiliates has engaged in any substantive
discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, capital stock exchange,
asset acquisition or other similar business combination with us. Additionally, we have not engaged or retained any agent or other representative
to identify or locate such companies. As a result, we cannot assure you that we will be able to locate a target business or that we will
be able to engage in a business combination with a target business on favorable terms or at all.

Subject to our management team’s pre-existing fiduciary obligations
and the fair market value requirement described below, we will have virtually unrestricted flexibility in identifying and selecting a
prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective
target businesses other than as described above. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

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Sources of Target Businesses

While we have not yet selected a target business with which to consummate
our initial business combination, we believe based on our management’s business knowledge and past experience that there are numerous
potential candidates. We expect that our principal means of identifying potential target businesses will be through the extensive contacts
and relationships of our sponsor, initial shareholders, officers and directors. While our officers and directors are not required to commit
any specific amount of time in identifying or performing due diligence on potential target businesses, our officers and directors believe
that the relationships they have developed over their careers and their access to our sponsor’s contacts and resources will generate
a number of potential business combination opportunities that will warrant further investigation. We also anticipate that target business
candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds,
private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will
have read our final prospectus relating to our initial public offering and know what types of businesses we are targeting.

Our officers and directors must present to us all target business opportunities
that have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income accrued in
the trust account) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary
or contractual obligations. While we do not presently anticipate engaging the services of professional firms or other individuals that
specialize in business acquisitions on any formal basis (other than EarlyBirdCapital, Inc. as described elsewhere in the prospectus relating
to our initial public offering), we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
In no event, however, will our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial
business combination (regardless of the type of transaction that it is) other than the $10,000 administrative services fee, the payment
of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with
the consummation of our initial business combination, the repayment of the $150,000 loan and reimbursement of any out-of-pocket expenses.
Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers, directors or our or their respective
affiliates, with any interested director abstaining from such review and approval. We have no present intention to enter into a business
combination with a target business that is affiliated with any of our officers, directors or sponsor. However, we are not restricted from
entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent directors
and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of view.

Selection of a Target Business and Structuring of a Business
Combination

Subject to our management team’s pre-existing fiduciary obligations
and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding taxes
payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,
as described below in more detail, and that we must acquire a controlling interest in the target business, our management will have virtually
unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or
criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider
a variety of factors, including one or more of the following:

  financial condition and results of operation;
  brand recognition and potential;
  experience and skill of management and availability of additional personnel;
  capital requirements;
  competitive position;
  stage of development of the products, processes or services;
  existing distribution and potential for expansion;
  degree of current or potential market acceptance of the products, processes or services;

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  proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
  impact of regulation on the business;
  regulatory environment of the industry;
  the target business’s compliance with U.S. federal law;
  costs associated with effecting the business combination;
  industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and
  macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive. Any evaluation relating
to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations
deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective
target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management
and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review
will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage
any such third parties.

The time and costs required to select and evaluate a target business
and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred
with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately
completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

Nasdaq listing rules require that the target business or businesses
that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding
taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business
combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to
meet the foregoing 80% fair market value test.

We currently anticipate structuring a business combination to acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such
business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire
a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial
business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by
the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes
of the 80% of trust account balance test.

The fair market value of the target will be determined by our board
of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings,
cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction
will provide public shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations.
If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion
from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with
respect to the satisfaction of such criteria.

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We will not be required to obtain an opinion from an investment banking
firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

We have filed a Registration Statement on Form 8-A with the SEC to
voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result,
we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend
our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Lack of Business Diversification

We may seek to effect a business combination with more than one target
business, although we expect to complete our business combination with just one business. Therefore, at least initially, the prospects
for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities which may
have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single
industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

  subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and
  result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several businesses and such
businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the
business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited Ability to Evaluate the Target Business’ Management

Although we intend to scrutinize the management of a prospective target
business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target
business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary
skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in
the target business following a business combination cannot presently be stated with any certainty. While it is possible that some of
our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely
that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to
remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to
the company after the consummation of the business combination. While the personal and financial interests of our key personnel may influence
their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a
business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business
combination. Additionally, we cannot assure you that our officers and directors will have significant experience or knowledge relating
to the operations of the particular target business.

Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve an Initial Business
Combination

In connection with any proposed business combination, we will either
(1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek
to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all,
into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders
with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an
amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case
subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender
all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents
with the SEC which will contain substantially the same financial and other information about the initial business combination as is required
under the SEC’s proxy rules. Whether we seek shareholder approval or engage in a tender offer, we will consummate our initial business
combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek shareholder approval, a
majority of the outstanding ordinary shares voted are voted in favor of the business combination.

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We chose our net tangible asset threshold of $5,000,001 to ensure that
we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an
initial business combination with a target business that imposes any type of working capital closing condition or requires us to have
a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may need to have
more than $5,000,001 in net tangible assets upon consummation and this may force us to seek third party financing which may not be available
on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be
able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have to wait 21
months from the closing of our initial public offering in order to be able to receive a pro rata share of the trust account. Our sponsor,
initial shareholders, officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business
combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination
and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

None of our officers, directors, sponsor, initial shareholders or their
affiliates has indicated any intention to purchase units or Class A ordinary shares in our initial public offering or from persons in
the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant
number of shareholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to have their
shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases in the open market
or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers,
directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary shares if the purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s
stock.

Conversion Rights

At any meeting called to approve an initial business combination, public
shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do
not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior
to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we may provide our public
shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and thereby avoid the need for a
shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes
then due but not yet paid.

Our sponsor, initial shareholders and our officers and directors will
not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to our initial
public offering or purchased by them in our initial public offering or in the aftermarket. Additionally, the holders of the representative
shares will not have conversion rights with respect to the representative shares.

We may require public shareholders, whether they are a record holder
or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their
shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the
business combination.

There is a nominal cost associated with the above-referenced delivery
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be
incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement
of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders
seeking to exercise conversion rights prior to the consummation of the proposed business combination and the proposed business combination
is not consummated this may result in an increased cost to shareholders.

Any proxy solicitation materials we furnish to shareholders in connection
with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such certification and
delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our proxy statement up until two business
days prior to the scheduled vote on the proposal to approve the business combination to deliver his, her or its shares if he, she or it
wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However,
as the delivery process can be accomplished by the shareholder, whether or not he, she or it is a record holder or his, her or its shares
are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery
of his, her or its shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot
assure you of this fact.

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Any request to convert such shares once made, may be withdrawn at any
time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a holder of Class A ordinary
shares delivered his certificate in connection with an election of their conversion and subsequently decides prior to the applicable date
not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for
any reason, then our public shareholders who elected to exercise their conversion rights would not be entitled to convert their shares
for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

Redemption of Public Shares and Liquidation if No Initial Business
Combination

Our sponsor, officers and directors have agreed that we will have only
21 months from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our
initial business combination within such 21-month period, 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 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. There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within
the 21-month time period.

Our initial shareholders have entered into a letter agreement with
us, pursuant to which they have waived 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, 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 allotted 21-month time frame.

Our sponsor, officers and directors have agreed, pursuant to a written
agreement with us, that they will not propose any 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, unless we provide our public shareholders with the
opportunity to redeem their public shares upon approval of any such amendment 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. However, we may not 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 (so that we do not then become subject to the SEC’s
“penny stock” rules).

We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $500,000 of proceeds held
outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any
interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up
to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public
offering and the sale of the private warrants, other than the proceeds deposited in the trust account, and without taking into account
interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be
approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which
would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount
received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you
that we will have funds sufficient to pay or provide for all creditors’ claims.

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Although we will seek to have all vendors, service providers (other
than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other
similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect
to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will
enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find
a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination
within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will
be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following
redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent
auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a
transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount
per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the
trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the
underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, then our
sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company and therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such
obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

In the event that the proceeds in the trust account are reduced below
(1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its
indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our
sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value
of the per-share redemption price will not be substantially less than $10.00 per share.

We will seek to reduce the possibility that our sponsor will have to
indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent
auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our
indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act.
We will have access to up to $500,000 from the proceeds of our initial public offering and the sale of the private warrants, with which
to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be
no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and
liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the
event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds from the funds not to be held in
the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be
held outside the trust account would increase by a corresponding amount.

If we file a winding-up or bankruptcy petition or an involuntary winding-up
or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00
per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or insolvency laws as a voidable performance. As a result, a bankruptcy court could seek to recover some or all amounts received by
our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in
bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account
prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

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Our public shareholders will be entitled to receive funds from the
trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection
with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2)
the redemption of any public shares properly submitted in connection with a shareholder vote to amend 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 and (3) the redemption of our
public shares if we are unable to complete our initial business combination within 21 months from the closing of our initial public offering,
subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of
any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a
shareholder’s voting in connection with our initial business combination alone will not result in a shareholder’s redeeming
its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights
described above.

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. Our amended and
restated memorandum and articles of association contains a provision which provides that, if we seek to amend 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 public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our
amended and restated memorandum and articles of association provides, among other things, that:

prior
to the completion of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination
at a meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they
do vote, irrespective of whether they vote for or against the proposed business combination, or (2) 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 by means of
a tender offer (and thereby avoid the need for a shareholder vote), in each case, for an amount payable in cash equal to the aggregate
amount then on deposit in the trust account as of two business days prior to the completion 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;
  we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon completion of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;
  if our initial business combination is not consummated within 21 months from the closing of our initial public offering, then our existence will terminate and we will distribute all amounts in the trust account; and
  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.

These provisions cannot be amended without the approval of holders
of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection with our initial business combination,
our amended and restated memorandum and articles of association will provide that we may consummate our initial business combination only
if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting.

Additionally, our amended and restated memorandum and articles of association
provides that, prior to our initial business combination, only holders of our founders shares will have the right to vote on the election
of directors and that holders of a majority of our founders shares may remove a member of the board of directors for any reason. These
provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at
least 90% of our ordinary shares voting in a general meeting. 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 our founders shares and
holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

11

Competition

We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check
companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals
and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of
companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other
resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those
of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds
of our initial public offering and the sale of the private warrants, our ability to compete with respect to the acquisition of certain
target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial
business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available
to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination.

Conflicts of Interest

All of our executive officers and certain of our directors have or
may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition
opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect
these duties to present a significant conflict of interest with our search for an initial business combination.

Certain of our officers and directors presently have, and any of them
in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is
or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes
aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to
such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below
(1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,
except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor
has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company
and therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

Facilities

We currently maintain our executive offices at Torre Virreyes, Pedregal
No. 24, floor 6-601, Col. Molino del Rey, México, CDMX, 11040. The cost for the space is included in the up to $10,000 monthly
fee that we pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our
current operations.

Employees

We currently have three executive officers and do not intend to have
more than one full-time employee prior to the completion of our initial business combination. Members of our management team are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial business combination. The amount of time that any such person will devote in any time period may vary
based on whether a target business has been selected for our initial business combination and the current stage of the business combination
process.

12

Periodic Reporting and Financial Information

We have registered our units, Class A ordinary shares and warrants
under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with
the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported
on by our independent registered public auditors. We have no current intention of filing a Form 15 to suspend our reporting or other obligations
under the Exchange Act prior or subsequent to the completion of our initial business combination.

We will provide shareholders with audited financial statements of the
prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them
in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or U.S. GAAP, or international financing reporting standards as issued
by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be
required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These
financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to
provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete
our initial business combination within the prescribed time frame. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for
the fiscal year ending December 31, 2020 as required by the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act. Only in the event we are
deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required
to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging growth company,” as defined in Section
2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act).
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended
transition period.

We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we
have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s
second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including,
among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last
day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end
of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the
market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding
currently pending against us or any members of our management team in their capacity as such.

13

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk.
You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before
making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results
may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part
of your investment.

Risks Relating to Our Business

Our warrants are accounted for as liabilities and the changes
in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the SEC issued a statement (the “Statement”)
discussing the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies (“SPACs”).
In light of the Statement and guidance in ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”,
the Company’s management evaluated the terms of the Warrant Agreement entered into in connection with the Company’s initial
public offering and concluded that the Company’s public warrants and private placement warrants (together, the “Warrants”)
include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. As a result, the
Company has classified the Warrants as liabilities. Under this accounting treatment, the Company is required to measure the fair value
of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s
operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of
operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or
losses due to the quarterly fair valuation of our Warrants and that such gains or losses could be material.

We have identified a material weakness in our internal control
over financial reporting as of December 31, 2020. If we are unable to develop and maintain an effective system of internal control over
financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor
confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Statement, our management and
our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited financial
statements as of and for the period ended December 31, 2020. See “—Our warrants are accounted for as liabilities and the
changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified
a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary
for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These
remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended
effects.

If we identify any new material weaknesses in the future, any such
newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could
result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance
with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,
investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures
we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the
material weakness in our internal control over financial reporting.

Following the issuance of the SEC Statement, our management and
our audit committee concluded that it was appropriate to restate our previously issued audited financial statements as of December 31,
2020 and for the period ended December 31, 2020. See “—Our warrants are accounted for as liabilities and the changes in value
of our warrants could have a material effect on our financial results.” As part of such restatement, we identified a material weakness
in our internal controls over financial reporting. As a result of such material weakness, the restatement described above, the change
in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation
or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other
claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our
financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute arising due to restatement
or material weakness of our internal controls over financial reporting. However, we can provide no assurance that such litigation or
dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect
on our business, results of operations and financial condition or our ability to complete a business combination.

We have no operating history and no revenues, and you have no
basis on which to evaluate our ability to achieve our business objective.

We were incorporated on October 2, 2019 under the laws of the Cayman
Islands and have no operating results, and all of our activities to date have been related to our formation, our initial public offering,
and our search for a business combination target. Because we lack an operating history, you have no basis upon which to evaluate our ability
to achieve our business objective of completing our initial business combination with one or more target businesses. We have no arrangements
or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business
combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

14

Our independent registered public accounting firm’s report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We have incurred and expect to continue to incur significant costs
in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital are discussed in the section
of this Annual Report titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors,
among others, raise substantial doubt about our ability to continue as a going concern.

Our public shareholders may not be afforded an opportunity to
vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our
public shareholders do not support such a combination.

We will either (1) seek shareholder approval of our initial business
combination at a meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2) 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 by means
of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate
amount then on deposit in the trust account as of two business days prior to the completion 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. Accordingly, it is possible that we will consummate our initial business combination even if holders
of a majority of our public shares do not approve of the business combination we consummate. The decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek shareholder approval. For instance, Nasdaq rules currently allow us to engage in a tender
offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than
20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business
combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination
instead of conducting a tender offer.

Your only opportunity to affect the investment decision regarding
a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek
shareholder approval of such business combination.

At the time of your investment in us, you will not be provided with
an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete
a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the
business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity
to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders
in which we describe our initial business combination.

The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement
with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many
public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not
be able to proceed with the business combination. Furthermore, in no event 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 (so that we do not then become
subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would
cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination or less than such greater
amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our public shares and
the related business combination, and we instead may search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us. 

The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.

At the time we enter into an agreement for our initial business combination,
we will not know how many shareholders may exercise their redemption rights and therefore, we will need to structure the transaction based
on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In
addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction
to reserve a greater portion of the cash in the trust account or arrange for third-party financing.

15

Raising additional third-party financing may involve dilutive equity
issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete
the most desirable business combination available to us or optimize our capital structure.

The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a
portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability
that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would
not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity,
you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount
per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected
in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial business combination
within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit
the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution
deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations
concerning a business combination will be aware that we must complete our initial business combination within 21 months from the closing
of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business combination,
knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete
our initial business combination with any target business. This risk will increase as we get closer to the end of the 21-month period.
In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would
have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination
within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in
certain circumstances, and our warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete
our initial business combination within 21 months from the closing of our initial public offering. We may not be able to find a suitable
target business and complete our initial business combination within such time period. Our ability to complete our initial business combination
may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we are unable to complete our initial business combination within
such 21-month period, 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 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. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00
per share, on the redemption of their shares, and our warrants will expire worthless.

16

If we seek shareholder approval of our initial business combination,
our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our securities.

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 initial
shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination
thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgement that such
shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise
its redemption rights. In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately
negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to
vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their
shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different
than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business
combination. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase
the likelihood of obtaining shareholder approval of our initial business combination or to satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination. This may result in the completion of our initial business combination that may not otherwise have
been possible.

In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making
it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable,
when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder
fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem
its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares
in connection with our initial business combination will describe the various procedures that must be complied with in order to validly
tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust
account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares
or warrants, potentially at a loss.

Our public shareholders are entitled to receive funds from the trust
account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those
Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) 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 and (3) the redemption of our public shares if we are unable
to complete our initial business combination within 21 months from the closing of our initial public offering, subject to applicable law
and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind in the trust account.
Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Nasdaq may delist our securities from its exchange, which could
limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units Class A ordinary shares and warrants are listed on Nasdaq.
Although we expect to meet on a pro forma basis Nasdaq’s minimum initial listing standards, which generally only require that we
meet certain requirements relating to shareholders’ equity, market capitalization, aggregate market value of publicly held shares
and distribution requirements, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to
our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we
must maintain certain financial, distribution and share price levels. Additionally, in connection with our initial business combination,
it is likely that Nasdaq will require us to file a new initial listing application and meet its initial listing requirements as well as
certain qualitative requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be
able to meet those initial listing requirements at that time.

17

If Nasdaq delists any of our securities from trading on its exchange
and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter
market. If this were to occur, we could face significant material adverse consequences, including:

  a limited availability of market quotations for our securities;
reduced
liquidity with respect to such securities;
  a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;
  a limited amount of news and analyst coverage for our company; and
  a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” Because our units and our Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares
and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having
used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain
state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder
the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would
not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

You will not be entitled to protections normally afforded to
investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale
of the private warrants are intended to be used to complete an initial business combination with a target business that has not been identified,
we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets
in excess of $5,000,000 upon the successful completion of our initial public offering and the sale of the private warrants and we have
filed a Current Report on Form 8-K, including an audited balance sheet of the Company demonstrating this fact, we are exempt from rules
promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the
benefits or protections of those rules. Among other things, this means that since our units were immediately tradable we will have a longer
period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering
were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless
and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class
A ordinary shares.

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 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. Your inability to redeem
the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material
loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number
of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.

18

Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain
circumstances, on our redemption of their shares, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check
companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals
and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of
companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other
resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those
of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds
of our initial public offering and the sale of the private warrants, our ability to compete with respect to the acquisition of certain
target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial
business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available
to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

If the funds not being held in the trust account are insufficient
to allow us to operate for at least the 21 months following the closing of our initial public offering, we may be unable to complete our
initial business combination.

Of the net proceeds of our initial public offering and the sale of
the private warrants, as of December 31, 2020, $135,975 were available to us outside the trust account to fund our working capital requirements.
The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 21 months following
the closing of our initial public offering, assuming that our initial business combination is not completed during that time. We expect
to incur significant costs in pursuit of our acquisition plans. If we are required to seek additional capital, we would need to borrow
funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members
of our management team nor any of their affiliates is under any obligation to loan funds to, or invest in, us in such circumstances. Any
such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business
combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we
will be forced to cease operations and liquidate the trust account. In such case, our public shareholders may receive only $10.00 per
share, or less in certain circumstances, and our warrants will expire worthless.

Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.

Even if we conduct extensive due diligence on a target business with
which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write
down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate
impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result
of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any
shareholder or warrant holder who chooses to remain a shareholder or warrant holder following our initial business combination could suffer
a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in
value.

If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds
from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors),
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute
such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has
not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us
than any alternative.

19

Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find
a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination
within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will
be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following
redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially
held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below
(1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,
except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor
has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.
Accordingly, our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve
for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were
successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced
to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive
such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify
us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below
the lesser of (1) $10.00 per public share or (2) such lesser amount per share held in the trust account as of the date of the liquidation
of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay
taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a
particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to
our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed
as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of
punitive damages.

If, after we distribute the proceeds in the trust account to our public
shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that
is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as
a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. In addition,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying
public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive
damages.

20

If, before distributing the proceeds in the trust account to
our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public
shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that
is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims
deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
would be reduced.

If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company
Act, our activities may be restricted, including:

  restrictions on the nature of our investments; and
  restrictions on the issuance of securities;

each of which may make it difficult for us to complete our initial
business combination.

In addition, we may have imposed upon us burdensome requirements, including:

  registration as an investment company with the SEC;
  adoption of a specific form of corporate structure; and
  reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

We do not believe that our principal activities will subject us to
the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills
with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe
we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed
to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for
which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial
business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the
liquidation of our trust account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.

We are subject to laws and regulations enacted by national, regional
and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring
of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and
application may also change from time to time and those changes could have a material adverse effect on our business, investments and
results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a
material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results
of operations.

If we are unable to consummate our initial business combination
within 21 months of the closing of our initial public offering, our public shareholders may be forced to wait beyond such 21 months before
redemption from our trust account.

If we are unable to consummate our initial business combination within
21 months from the closing of our initial public offering, we will distribute 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), pro
rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as
further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of
our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate
the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding
up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced
to wait beyond the initial 21 months before the redemption proceeds of our trust account become available to them and they receive the
return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the
date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions
of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem
their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we
are unable to complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and
articles of association prior thereto.

21

Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions
received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution
was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to
recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary
duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying
public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not
be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution
to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business
would be guilty of an offence and may be liable to a fine of up to $18,293 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting of shareholders until
after the completion of our initial business combination. Our public shareholders will not have the right to elect directors prior to
the consummation of our 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. As holders of our Class A ordinary
shares, our public shareholders also will not have the right to vote on the election of directors prior to completion of our initial business
combination. In addition, holders of a majority of our founders shares may remove a member of the board of directors for any reason.

We are not registering the Class A ordinary shares issuable upon
exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place
when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless
basis and potentially causing such warrants to expire worthless.

We are not registering the Class A ordinary shares issuable upon exercise
of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement,
we agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
to use our reasonable best efforts to file a registration statement under the Securities Act covering the issuance of such shares, to
use our reasonable best efforts to cause the same to become effective within 60 business days after the closing of our initial business
combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary
shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events
arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements
contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable
upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants
on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, or an exemption from registration is available. In no event will we be
required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are
unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available.
If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In
such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for
the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right
even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws.

The grant of registration rights to our initial shareholders
and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such
rights may adversely affect the market price of our Class A ordinary shares.

The holders of the founders shares, private warrants and any warrants
that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private warrants
or warrants issued upon conversion of the working capital loans and upon conversion of the founders shares) are entitled to registration
rights pursuant to a registration rights agreement requiring us to register such securities for resale. We will bear the cost of registering
these securities. The registration and availability of such a significant number of securities for trading in the public market may have
an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our
initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase
the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price
of our Class A ordinary shares that is expected when the Class A ordinary shares owned by our initial shareholders or their permitted
transferees, our private warrants or warrants issued in connection with working capital loans are registered for resale.

22

Because we are not limited to a particular industry or any specific
target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular
target business’s operations.

We may consummate a business combination with a company in any industry
we choose and are not limited to any particular industry or type of business. Accordingly, there is no current basis for you to evaluate
the possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately
acquire. To the extent we complete a business combination with a financially unstable company or an entity in its early stages of development
or growth, we may be affected by numerous risks inherent in the business operations of those entities. If we complete a business combination
with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that
industry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment
in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available,
in a target business.

Past performance by our management team and their affiliates
may not be indicative of future performance of an investment in the Company.

Information regarding performance by our management team and their
affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is not a guarantee
either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to
any business combination we may consummate. You should not rely on the historical record of our management team and their affiliates as
indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going
forward.

Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating
prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not
have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of
these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general
criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria
and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any
closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder
approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.

We may seek acquisition opportunities with an early stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business combination with an
early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without
a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties
in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time
to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce
the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from an independent
investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no
assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated
entity, we are not required to obtain an opinion from an independent investment banking firm, or from another independent entity that
commonly renders valuation opinions, that the price we are paying is fair to our company from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy
solicitation materials, as applicable, related to our initial business combination.

23

We may issue additional Class A ordinary shares or preferred
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the founders shares at a ratio greater than one-to-one at the time of
our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles
of association. Any such issuances would substantially dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorizes
the issuance of ordinary shares, including 200,000,000 Class A ordinary shares, par value $0.0001 per share, and 20,000,000 Class B ordinary
shares, par value $0.0001 per share, as well as 1,000,000 preferred shares, par value $0.0001. There are 181,088,750 and 17,917,500 authorized
but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account
shares reserved for issuance upon exercise of outstanding warrants, and 1,000,000 authorized but unissued preferred shares available for
issuance.

We may issue a substantial number of additional Class A ordinary shares,
and may issue preferred shares, in order to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio
greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein.
However, our amended and restated memorandum and articles of association will provide, among other things, that 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. The issuance of additional ordinary shares or preferred shares:

  may significantly dilute the equity interest of investors in our initial public offering;
  may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
  could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
  may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

Unlike certain other blank check companies, our initial shareholder
will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

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. This is different than
certain other blank check companies in which the initial shareholder will only be issued an aggregate of 20% of the total number of shares
to be outstanding prior to our initial business combination.

We may be a passive foreign investment company, or “PFIC,”
which could result in adverse United States federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is
included in the holding period of a beneficial owner of units, Class A ordinary shares or warrants who or that is for United States federal
income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation
for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws
of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal
income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust,
or (B) it has in effect a valid election to be treated as a U.S. person (a “U.S. Holder”), such U.S. Holder may be subject
to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our
current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances,
the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the
start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent
taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year.
If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder
such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S.
Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide
such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to
consult their own tax advisors regarding the possible application of the PFIC rules.

24

We may reincorporate in another jurisdiction in connection with
our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our initial business combination and subject
to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the target company or business is
located or in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which
the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any
cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to
their ownership of us after the reincorporation.

Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less
than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial
business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if
we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number
of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business
combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.

We are dependent upon our officers and directors and their departure
could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals.
We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial
business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and,
accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention
requirements for investment funds of which affiliates of our sponsor are the investment managers. We do not have an employment agreement
with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our
directors or officers could have a detrimental effect on us.

Our ability to successfully effect our initial business combination
and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination
is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be
ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following
our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we
closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these
individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the
SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could
negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The
loss of key personnel could negatively impact the operations and profitability of our post-combination business.

25

Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.

Our key personnel may be able to remain with the company after the
completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with
the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could
provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render
to us after the completion of our initial business combination. The personal and financial interests of such individuals may influence
their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. However,
we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the
determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty,
however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure
you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any
of our key personnel will remain with us will be made at the time of our initial business combination.

We may have limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business
combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack
of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect
and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the
skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business
may be negatively impacted. Accordingly, shareholders or warrant holders who choose to remain shareholders or warrant holders following
our initial business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely
to have a remedy for such reduction in value.

The officers and directors of an acquisition candidate may resign upon
completion of our initial business combination. The departure of a business combination target’s key personnel could negatively
impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon
the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of
an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business
combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit
their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search
for a business combination and their other businesses. We do not intend to have more than one full-time employee prior to the completion
of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled
to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our
independent directors may also serve as officers and board members for other entities. If our officers’ and directors’ other
business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could
limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors are now, and all of them
may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

We are engaged in the business of identifying and combining with one
or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities that are engaged
in a similar business, and they are not prohibited from sponsoring, or otherwise becoming involved with, other blank check companies prior
to us completing our initial business combination. Moreover, certain of our officers and directors have time and attention requirements
for investment funds of which affiliates of our sponsor are the investment managers.

26

Our officers and directors also may become aware of business opportunities
which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject
to their fiduciary duties under Cayman Islands law.

Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors,
officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired
or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination
with a target business that is affiliated with our sponsor, directors or officers, although we do not intend to do so. Nor do we have
a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by
us. Accordingly, such persons or entities may have a conflict between their interests and ours.

In particular, affiliates of our sponsor have invested in industries
as diverse as financial services, medical technologies, entertainment and IT services. As a result, there may be substantial overlap between
companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates.

We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential
conflicts of interest.

In light of the involvement of our sponsor, officers and directors
with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers
and directors also serve as officers and board members for other entities. Such entities may compete with us for business combination
opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial
business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business
combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any
affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination.

Since our initial shareholders will lose their entire investment
in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), a conflict
of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

As of December 31, 2020, our sponsor owned an aggregate of 2,012,500
founders shares, which will be worthless if we do not complete an initial business combination. In addition, our sponsor owns 2,811,250
private warrants that will also be worthless if we do not complete a business combination. Each private warrant may be exercised for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.

The founders shares are identical to the ordinary shares included in
the units being sold in our initial public offering 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; (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 our initial
public 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 on the first business day following the completion of our initial business combination on a one-for-one basis subject to adjustment
pursuant to certain anti-dilution rights and (5) the founders shares are entitled to registration rights. Our directors and officers have
also entered into the letter agreement with respect to public shares acquired by them, if any.

The personal and financial interests of our sponsor, officers and directors
may influence their motivation in identifying and selecting a target business combination, completing an initial business combination
and influencing the operation of the business following the initial business combination. This risk may become more acute as the 21-month
deadline following the closing of our initial public offering nears, which is the deadline for the completion of our initial business
combination.

27

We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this Annual Report
to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose
to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless
we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.
As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:

  default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
  acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
  our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
  our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
  our inability to pay dividends on our Class A ordinary shares;
  using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
  limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
  increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
  limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may be able to complete only one business combination with
the proceeds of our initial public offering and the sale of the private warrants, which will cause us to be solely dependent on a single
business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and
profitability.

We may effectuate our initial business combination with a single target
business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our
initial business combination with more than one target business because of various factors, including the existence of complex accounting
issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the
financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business
combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.
Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike
other entities which may have the resources to complete several business combinations in different industries or different areas of a
single industry. Accordingly, the prospects for our success may be:

  solely dependent upon the performance of a single business, property or asset; or
  dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive
and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent
to our initial business combination.

28

We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are
owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business
combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in a business combination with a company that is not as
profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our
initial business combination with a privately held company. Very little public information generally exists about private companies, and
we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information,
which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We expect to need to comply with the rules of Nasdaq that require
our initial business combination to occur with one or more target businesses having an aggregate fair market value equal to at least 80%
of the assets held in the trust account at the time of the agreement to enter into the initial business combination.

The rules of Nasdaq require that our initial business combination occur
with one or more target businesses that together have an aggregate fair market value of 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.
This restriction may limit the type and number of companies that we may complete a business combination with. If we are unable to locate
a target business or businesses that satisfy this fair market value test, our public shareholders may receive only approximately $10.00
per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. If we are
not then listed on Nasdaq for whatever reason, we would not be required to satisfy the foregoing 80% fair market value test and could
complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust
account.

EarlyBirdCapital, Inc. may have a conflict of interest in rendering
services to us in connection with our initial business combination.

We have engaged EarlyBirdCapital, Inc. to assist us in connection with
our initial business combination. We will pay EarlyBirdCapital, Inc. a cash fee for such services upon the consummation of our initial
business combination in an aggregate amount equal to 3.5% of the total gross proceeds raised in our initial public offering. The representative
shares will also be worthless if we do not consummate an initial business combination. These financial interests may result in EarlyBirdCapital,
Inc. having a conflict of interest when providing the services to us in connection with an initial business combination.

Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management
will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction
company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but
we will complete such business combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required
to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria.
Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business
combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the
target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new Class A ordinary shares in exchange for all of the issued and outstanding capital stock or shares of a target. In this case,
we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares,
our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares
subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single
person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more
likely that our management will not be able to maintain our control of the target business.

29

We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority
of our shareholders do not agree.

Our amended and restated memorandum and articles of association will
not provide a specified maximum redemption threshold, except that in no event 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 (such that we do not then
become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be
contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business
combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, entered into privately negotiated agreements to sell their shares to our sponsor,
officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for
all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to
the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business
combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we
instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank
check companies have, in the past, amended various provisions of their charters and modified governing instruments. We cannot assure you
that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, in a manner that
will make it easier for us to complete our initial business combination that some of our shareholders may not support.

In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, blank
check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate
an initial business combination. Amending our amended and restated memorandum and articles of association will require at least a special
resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman
Islands law 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 provides 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. We cannot assure you that we will not seek to amend our amended and restated memorandum
and articles of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate
our initial business combination.

The provisions of our amended and restated memorandum and articles
of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend
and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for
us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion
of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination
activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions
typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated memorandum
and articles of association provide that any of its provisions, including those related to pre-business combination activity (including
the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not
release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary
shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from
our trust account may be amended if approved by holders of 65% of our ordinary shares (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). 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/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may
be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination
behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination
with which you do not agree. However, our amended and restated memorandum and articles of association prohibits any amendment of its provisions
(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, unless we provide public shareholders with the opportunity
to redeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a written agreement with us,
that they will not propose such an amendment unless we provide our public shareholders with the opportunity to redeem their public shares.
In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles
of association.

30

We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.

Our warrants are issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. 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 the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests
of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the
terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of
such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or
decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

Certain agreements related to our initial public offering may
be amended without shareholder approval.

Each of the agreements related to our initial public offering to which
we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder approval.
These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement
and the underwriting agreement contain certain lock-up provisions with respect to the founders shares, private warrants and other securities
held by our initial shareholders, officers and directors.

Amendments to such agreements would require the consent of the applicable
parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate
our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior
to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to
its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any material amendment entered into in connection
with the completion of our initial business combination will be disclosed in our proxy solicitation or tender offer materials, as applicable,
related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in
a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial
business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.
For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier
than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.

Although we believe that the net proceeds of our initial public offering
and the sale of the private warrants will be sufficient to allow us to complete our initial business combination, because we have not
yet negotiated the acquisition of any target business we cannot ascertain the capital requirements for any particular transaction. If
the net proceeds of our initial public offering and the sale of the private warrants prove to be insufficient, either because of the size
of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem
for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or
the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek
additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable
terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require
such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required
to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial
business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the
liquidation of our trust account, and our warrants will expire worthless.

Our search for a business combination, and any prospective partner
business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19)
pandemic and the status of debt and equity markets.

In March 2020, the World Health Organization declared novel coronavirus
disease 2019 (COVID-19) a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains,
lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels,
all of which may become heightened concerns upon a second wave of infection or future developments. In addition, the pandemic has resulted
in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states
and communities. The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a widespread health
crisis that could adversely affect the economies and financial markets worldwide, and the business of any prospective partner business
with which we consummate a business combination could be materially and adversely affected.

31

Furthermore, we may be unable to complete a business combination if
concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the prospective
partner business’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely
manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain
COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
period of time, our ability to consummate a business combination, or the operations of a prospective partner business with which we ultimately
consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased
market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Our initial shareholders will control the election of our board
of directors until completion of our initial business combination and will hold a substantial interest in us. As a result, they will elect
all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder
vote, potentially in a manner that you do not support.

Our initial shareholders own 20% of our issued and outstanding ordinary
shares (excluding the representative shares). In addition, prior to our initial business combination, only the founders shares, all of
which are held by our initial shareholders, will 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.

Neither our initial shareholders nor, to our knowledge, any of our
officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors
that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary
shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence
on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and
restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any
Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions.
Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion
of our initial business combination.

A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.

If:

  (i) 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 a Newly Issued Price of less than $9.20 per Class A ordinary share;
  (ii) 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 completion of our initial business combination (net of redemptions), and
  (iii) the Market Value is below $9.20 per share,

then the exercise price of the warrants will be adjusted to be equal
to 115% of the higher of the Market Value and 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 higher of the Market Value and the Newly Issued Price. This may make it more difficult
for us to consummate an initial business combination with a target business.

We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after
they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported sales price of
our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like or as indicated above) for any 20 trading days within a 30 trading-day period commencing
on the date they become exercisable and ending on the third trading day prior to the date we send the notice of redemption to the warrant
holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you
to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell
your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption
price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value
of your warrants. None of the private warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

32

Our warrants and founders shares may have an adverse effect on
the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase up to 8,050,000 Class A ordinary shares,
at a price of $11.50 per warrant (subject to adjustment as provided in our final prospectus relating to our initial public offering),
as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued
in a private placement an aggregate of 2,811,250 private warrants, each exercisable to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment as provided in our final prospectus relating to our initial public offering. Our initial shareholders
currently hold 2,012,500 founders shares. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors
make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the
option of the lender. Such warrants would be identical to the private warrants. To the extent we issue ordinary shares to effectuate a
business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these
warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase
the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the
business transaction. Therefore, our warrants and founders shares may make it more difficult to effectuate a business combination or increase
the cost of acquiring the target business.

The private warrants are identical to the warrants sold as part of
the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will
not be redeemable by us; (2) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain
limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination;
(3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these
warrants) are entitled to registration rights.

A market for our securities may not develop, which would adversely
affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more
potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may
never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established
and sustained.

Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.

The federal proxy rules require that a proxy statement with respect
to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement
disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents,
whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance
with, or be reconciled to U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to
be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial
statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.

We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders
may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although
circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates
exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company
as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely
on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading
prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and
the trading prices of our securities may be more volatile. 

33

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that
have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange
Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued
or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new
or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including,
among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last
day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end
of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the
market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other
public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and
report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2020. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly
burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of
the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to
complete any such acquisition.

Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be
limited.

We are an exempted company incorporated under the laws of the Cayman
Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers,
or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum
and articles of association, the Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are
to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively
limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority,
but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors
under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United
States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states,
such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies
may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

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, 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.

34

As a result of all of the above, public shareholders may have more
difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling
shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class
A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contains
provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions
include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred
shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of
a premium over prevailing market prices for our securities.

After our initial business combination, it is possible that a
majority of our directors and officers will live outside the United States and all or substantially all of our assets will be located
outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority
of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside
of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their
legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated
upon civil liabilities and criminal penalties on our directors and officers under United States laws.

If our management following our initial business combination
is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead
to various regulatory issues.

Following our initial business combination, any or all of our management
could resign from their positions as officers of the Company, and the management of the target business at the time of the business combination
could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar
with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political, social and
government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government
policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy
experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease
in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with
which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business
to become profitable.

We will be subject to changing laws and regulations regarding
regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations of various governing bodies,
including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are
publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and
regulations are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention
from our search for a business combination target to compliance activities.

Moreover, because these laws, regulations and standards are subject
to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result
in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance
practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business
may be harmed.

35

Risks Associated with Acquiring and Operating a Business Outside
the United States

If we effect a business combination with a company located in
Mexico or outside the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect a business combination with a company located outside
of the United States, the laws of the country in which such company operates will likely govern almost all of the material agreements
relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that
remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may
not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any
of our future agreements could result in a significant loss of business, business opportunities or capital. If we are successful in consummating
a business combination with a target business in Mexico, or if we effect a business combination with a company located in another foreign
country, we would be subject to any special considerations or risks associated with companies operating in the target business’
home jurisdiction, including any of the following:

  rules and regulations or currency conversion or corporate withholding taxes on individuals;
  tariffs and trade barriers;
  regulations related to customs and import/export matters;
  longer payment cycles;
  tax issues, such as tax law changes and variations in tax laws as compared to the United States;
  currency fluctuations and exchange controls;
  challenges in collecting accounts receivable;
  cultural and language differences;
  employment regulations;
  public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the recent coronavirus (COVID-19) outbreak;
  crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
  deterioration of political relations with the United States, which could result in uncertainty and/or changes in or to existing trade treaties.

In particular, if we acquire a target business in Mexico, we would
be subject to the risk of changes in economic conditions, social conditions and political conditions inherent in Mexico, including changes
in laws and policies that govern foreign investment, as well as changes in United States laws and regulations relating to foreign trade
and investment, including the North American Free Trade Agreement.

We cannot assure you that we would be able to adequately address these
additional risks. If we were unable to do so, our operations might suffer.

Because of the costs and difficulties inherent in managing cross-border
business operations, our results of operations may be negatively impacted.

Managing a business, operations, personnel or assets in another country
is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced in cross-border
business practices and unaware of significant differences in accounting rules, legal regimes and labor practices. Even with a seasoned
and experienced management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets
can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational performance.

36

We may re-incorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction will likely govern all of our material agreements and we may not be
able to enforce our legal rights.

In connection with our initial business combination, we may relocate
the home jurisdiction of our business from the Cayman Islands to Mexico or another jurisdiction. If we determine to do this, the laws
of such jurisdiction would likely govern all of our material agreements. The system of laws and the enforcement of existing laws in such
jurisdiction may not be as certain in implementation and interpretation as in the United States or the Cayman Islands. The inability to
enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or
capital. Any such reincorporation may subject us to foreign regulations that could materially and adversely affect our business.

There may be tax consequences to our business combinations that
may adversely affect us.

While we expect to undertake any merger or acquisition so as to minimize
taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements of a tax-free
reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets. A non-qualifying
reorganization could result in the imposition of substantial taxes.

Item 1B. Unresolved Staff Comments

None.

Item 2. Property

We currently maintain our executive offices at Torre Virreyes, Pedregal
No. 24, floor 6-601, Col. Molino del Rey, México, CDMX, 11040. The cost for the space is included in the up to $10,000 monthly
fee that we will pay our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.

Item 3. Legal Proceedings

To the knowledge of our management, there is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures

Not applicable.

37

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

Our units, Class A ordinary shares and warrants are each traded on
the Nasdaq under the symbols “LIVKU,” “LIVK” and “LIVKW,” respectively. Our units commenced public
trading on December 11, 2019. Our Class A ordinary shares and warrants began separate trading on January 14, 2020.

On March 29, 2021, there was one holder of record of our units, one
holder of record of our Class A ordinary shares, two holders of our Class B ordinary shares and two holders of record of our warrants.

We have not paid any cash dividends on our ordinary shares to date
and do not intend to pay cash dividends prior to the completion of our initial 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 our initial business combination. The payment of any cash dividends subsequent to our initial business combination will
be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and
does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with
a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

  (d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

Not applicable.

  (f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

On October 4, 2019, we issued an aggregate of
1,725,000 Class B ordinary shares to the sponsor for an aggregate purchase price of $25,000 (the founder shares). On December 10, 2019,
the Company effected a share dividend resulting in there being an aggregate of 2,012,500 founder shares outstanding.

On October 8, 2019, we issued to EarlyBirdCapital,
Inc. and its designees an aggregate of 60,000 Class B ordinary shares (the representative shares). On December 10, 2019, the Company effected
a share dividend resulting in there being an aggregate of 70,000 Representative Shares outstanding.

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 certain adjustments. 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 are 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.

38

Our sponsor purchased 2,575,000 private warrants
at a price of $1.00 per warrant in a private placement that occurred concurrently with the closing of our initial public offering
and generated gross proceeds of $2,575,000. Each private warrant is exercisable for one Class A ordinary share at a price of $11.50 per
share. The proceeds from the sale of the private warrants were added to the net proceeds from the initial public offering held in the
trust account. If we do not complete a business combination within 21 months from the closing of our initial public offering, the private
warrants will expire worthless. The private warrants are non-redeemable and exercisable on a cashless basis so long as they are held by
the sponsor or its permitted transferees. The sale of the private warrants was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.

Use of Proceeds

A total of $70,000,000, comprised of $68,425,000
of the proceeds from the initial public offering, including $2,450,000 of the underwriter’s advisory fee in connection with the
initial business combination, and $1,575,000 of the proceeds of the sale of the private warrants, was placed in a U.S.-based trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On December 18, 2019, we consummated the sale
of an additional 1,050,000 units that were subject to the underwriter’s over-allotment option at $10.00 per unit, generating gross
proceeds of $10,500,000. Simultaneously with the closing of the sale of additional units, we consummated the sale of an additional 236,250
private warrants at a price of $1.00 per private warrant, generating total proceeds of $236,250. Following the closing of the over-allotment
option and sale of additional private warrants, an aggregate amount of $80,500,000 has been placed in our trust account established in
connection with our initial public offering.

There has been no material change in the planned
use of proceeds from such use as described in the Company’s final prospectus (File No. 333-234799 and File No. 333-235447), dated
December 10, 2019, which was declared effective by the SEC on December 10, 2019.

(g) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.

Forward-Looking Statements

All statements other than statements of historical fact included in
this annual report including, without limitation, statements under this “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management
for future operations, are forward looking statements. When used in this annual report, words such “may,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking
statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other
SEC filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results
could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this annual report
should be read as being applicable to all forward-looking statements whenever they appear in this annual report. For these statements,
we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual
results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our
filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph.

This Management’s
Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement
and revision of our financial statements as more fully described in the Explanatory Note and in “Note 2—Restatement of Previously
Issued Financial Statements” to our accompanying financial statements. For further detail regarding the restatement adjustments,
see Explanatory Note and Item 9A: Controls and Procedures, both contained herein.

Overview

We are a blank check company incorporated in the Cayman Islands on
October 2, 2019 formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds
of the Initial Public Offering, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of
our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

39

Results of Operations

We have neither engaged in any operations nor generated any revenues
to date. Our only activities from October 2, 2019 (inception) through December 31, 2020 were organizational activities, those necessary
to prepare for the Initial Public Offering, described below, and the Company’s search for a target business with which to complete
a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
We generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being
a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection
with completing a Business Combination.

For the year December 31, 2020, we had a net loss of $109,449,
which consisted of operating costs of $673,625, offset by interest earned on marketable securities held in the Trust Account of $519,105
and change in the fair value of warrant liabilities of $45,071.

For the period from October 2, 2019 (inception) through December
31, 2019, we had a net loss of $534,344, which consisted of operating costs of $103,585, a change in the fair value of warrant liabilities
of $279,026, transactions costs allocable to warrant liabilities of $187,916 and an unrealized loss on marketable securities held in
the Trust Account of $13,602, offset by interest earned on marketable securities held in the Trust Account of $49,785.

For the three months ended September 30, 2020, we had a net loss
of $2,114,261, which consisted of operating costs of $77,000 and a change in warrant liabilities of $2,040,407, offset by interest income
on marketable securities held in the Trust Account of $3,146.

For the nine months ended September 30, 2020,
we had net income of $2,077,399, which consisted of interest income on marketable securities held in the Trust Account of $517,062 and
a change in warrant liabilities of $1,885,154, offset by operating costs of $324,817.

For the three months ended June 30, 2020,
we had a net loss of $550,146, which consisted of operating costs of $120,468, a change in the fair value of warrant liabilities of $444,076
and an unrealized loss on marketable securities held in the Trust Account of $182,776, offset by interest income on marketable securities
held in the Trust Account of $197,174.

For the six months ended June 30, 2020, we
had net income of $4,191,660, which consisted of interest income on marketable securities held in the Trust Account of $513,916 and a
change in the fair value of warrant liabilities of $3,925,561, offset by operating costs of $247,817.

For the three months ended March 31, 2020,
we had net income of $4,741,806, which consisted of interest income on marketable securities held in the Trust Account of $316,742, a
change in the fair value of warrant liabilities of $4,369,637 and an unrealized gain on marketable securities held in the Trust Account
of $182,776, offset by operating costs of $127,349.

As a result of the restatement described in Note 2 of the notes
to the financial statements included herein, we classify the warrants issued in connection with our Initial Public Offering as liabilities
at their fair value and adjust the warrant instrument to fair value at each reporting period. This liability is subject to re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

Liquidity and Capital Resources

We have principally financed our operations from the sale of equity
securities. As of December 31, 2020, we had $135,975 held outside of the Trust Account. On July 31, 2020, the Sponsor committed to provide
an aggregate of $250,000 in loans to us. The loans shall be non-interest bearing, unsecured and due upon the consummation of a Business
Combination. In the event that a Business Combination does not close, the loans would be repaid only out of funds held outside the Trust
Account to the extent such funds are available. Otherwise, all amounts loaned to us would be forgiven.

We have incurred a net loss of $109,449 during the year ended December
31, 2020 and have a working capital deficit of $196,438. Cash used in operating activities was $353,141 for the year ended December 31,
2020. The aforementioned factors raise substantial doubt about our ability to continue as a going concern within one year after the issuance
date of the financial statements.

On December 13, 2019, we consummated the Initial Public Offering of
7,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $70,000,000. Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 2,575,000 Private Warrants to the Sponsor at a price of $1.00 per warrant, generating gross
proceeds of $2,575,000.

On December 18, 2019, as a result of the underwriters’ election
to fully exercise their over-allotment option, we consummated the sale of an additional 1,050,000 Units, at $10.00 per Unit, and the sale
of an additional 236,250 Private Warrants, at a price of $1.00 per Private Warrant, generating total gross proceeds of $10,736,250.

Following the Initial Public Offering, the exercise of the over-allotment
option and the sale of the Private Warrants, a total of $80,500,000 was placed in the Trust Account. We incurred $2,256,347 in transaction
costs, including $1,811,250 of underwriting fees and $445,097 of other costs from operating activities.

For the year ended December 31, 2020, cash used in operating activities
was $353,141. Net loss of $109,449 was affected by interest earned on marketable securities held in the Trust Account of $519,105, a
change in the fair value of warrant liabilities of $45,071, and changes in operating assets and liabilities, which provided $320,484
of cash from operating activities. 

For the nine months ended September 30, 2020,
cash used in operating activities was $330,714. Net income of $2,077,399 was offset by interest earned on marketable securities held
in the Trust Account of $517,062, a change in the fair value of warrant liabilities of $1,885,154 and changes in operating assets and
liabilities, which used $5,897 of cash.  

40

For the six months ended June 30, 2020, cash
used in operating activities was $314,410. Net income of $4,191,660 was offset by interest earned on marketable securities held in the
Trust Account of $513,916, a change in the fair value of warrant liabilities of $3,925,561 and changes in operating assets and liabilities,
which used $66,593 of cash.

For the three months ended March 31, 2020,
cash used in operating activities was $225,774. Net income of $4,741,806 was offset by interest earned on marketable securities held
in the Trust Account of $316,742, a change in the fair value of warrant liabilities of $4,369,637 an unrealized gain on marketable securities
of $182,776 and changes in operating assets and liabilities, which used $98,425 of cash.

For the period from October 2, 2019 (inception) through December 31,
2019, cash used in operating activities was $84,321. Net loss of $534,344 was affected by interest earned on marketable securities held
in the Trust Account of $49,785, an unrealized loss on marketable securities of $13,602, a change in the fair value of warrant liabilities
of 279,026, transaction costs allocable to warrant liabilities of $187,916, and changes in operating assets and liabilities, which provided
of $19,264 of cash from operating activities.

As of December 31, 2020, we had cash and marketable securities
held in the Trust Account of $81,055,288. As of September 30, 2020, we had cash and marketable securities held in the Trust Account of
$81,053,245. As of June 30, 2020, we had cash and marketable securities held in the Trust Account of $81,050,099. As of March 31, 2020,
we had cash and marketable securities held in the Trust Account of $81,035,701. As of December 31, 2019, we had cash and marketable securities
held in the Trust Account of $80,536,183. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all
of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall
be net of taxes payable) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as
consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to
finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2020, we had cash of $135,975. As of September
30, 2020, we had cash of $165,737. As of June 30, 2020, we had cash of $182,041. As of March 31, 2020, we had cash of $302,968. As of
December 31, 2019, we had cash of $528,742. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of
prospective target businesses, structure, negotiate and complete a Business Combination.

Other than as described below, in order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000
of such loans may be convertible into warrants, at a price of $1.00 per warrant unit at the option of the lender. The warrants would be
identical to the Private Warrants.

Through March 29, 2021, the Sponsor has committed to providing us with
an aggregate of $650,000 in loans. The loans shall be non-interest bearing, unsecured and due upon the consummation of a Business Combination.
In the event that a Business Combination does not close, the loans would be repaid only out of funds held outside the Trust Account to
the extent such funds are available. Otherwise, all amounts loaned to us would be forgiven.

We do not believe we will need to raise additional funds in order to
meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient
funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing
either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion
of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In the event that a Business Combination does not close, the loans
would be repaid only out of funds held outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned
to us would be forgiven. Based on the foregoing, we believe we have sufficient cash to meet our needs through the earlier of consummation
of a Business Combination or September 10, 2021, the date that we will be required to cease all operations except for the purpose of winding
up, if a Business Combination is not consummated.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any
special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating
lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, and
administrative and support services, provided to the Company. We began incurring these fees on December 10, 2019 and will continue to
incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

We engaged EarlyBirdCapital as an advisor in connection with our Business
Combination to assist in holding meetings with our shareholders to discuss the potential Business Combination and the target business’
attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial Business
Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings
in connection with the Business Combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial
Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $2,817,500 (exclusive of any
applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at our sole discretion
to other FINRA members that assisted in identifying and consummating an initial Business Combination.  

41

Critical Accounting Policies

The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have
identified the following critical accounting policies:

Warrant Liability

We account for the warrants issued in connection with our Initial
Public Offering in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the
warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised,
and any change in fair value is recognized in our statement of operations. The initial fair value of the public warrants and the private
placement warrants was estimated using a Monte Carlo simulation approach. As of December 31, 2020, the fair value of the Public Warrants
was estimated using the Company’s publicly traded warrant price, and the fair value of the Private Placement Warrants was estimated
using a Monte Carlo simulation approach.

Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible conversion
in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from
Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair
value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
equity section of our balance sheets.

Net Loss Per Ordinary Share

We apply the two-class method in calculating earnings per share. Ordinary
shares subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from
the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust
Account earnings. Our net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption,
as these shares only participate in the earnings of the Trust Account and not our income or losses.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Following the consummation of our Initial Public Offering, the net
proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills,
notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term
nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included
herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure
Controls and Procedures

Disclosure controls are procedures that are designed with the objective
of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized,
and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective
of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with this Amendment, our management
re-evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),
the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange
Act. Based upon that evaluation, solely due to the material weakness in our internal control over financial reporting that led to the
Company’s restatement of its financial statements to reclassify the Company’s warrants as described in the Explanatory Note
to this Amendment, our Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective.

42

We do not expect that our disclosure controls and procedures will prevent
all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure
controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their
costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures
can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure
controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of
the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial
reporting includes those policies and procedures that:

(1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of our company,
(2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors, and
(3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or
compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial
reporting at December 31, 2020. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). Based on our assessments and
those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2020.

This Annual Report on Form 10-K does not include an attestation report
of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the
JOBS Act.

Restatement of Previously Issued Financial Statements

In May 2021, we revised our prior position on accounting for
warrants and concluded that our previously issued financial statements as of and for the period from inception through December 31,
2020 should not be relied on because of a misapplication in the guidance on warrant accounting. However, the non-cash adjustments to
the financial statements do not impact the amounts previously reported for our cash and cash equivalents, total assets, revenue or
cash flows.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been
no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements described
in this Report had not yet been identified.

Our internal control over financial reporting did not result in
the proper classification of our warrants. Since their issuance on December 13, 2019, our warrants have been accounted for as equity
within our balance sheet. On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed its view that
certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance
sheet as opposed to equity. After discussion and evaluation, taking into consideration the SEC Staff Statement, including with our independent
auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.

To remediate this material weakness, we developed a remediation
plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation and improvement
of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting
requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial
statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents
and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.
 The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will
ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related
to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering,
see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying financial statements.

Item 9B. Other Information.

None.

43

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our officers and directors are as follows:

Name   Age   Position
Alexander R. Rossi   52   Chief Executive Officer and Chairman
Humberto Zesati   53   Director
Miguel Ángel Dávila   55   Director
José Antonio Solano Arroyo   64   Director
Luis Rodrigo Clemente Gamero   51   Chief Financial Officer
Juan Marco Gutiérrez   61   Director
Carlos Rohm   48   Director
Guillermo Gonzalez   56   Director

Alexander R. Rossi has been the Chairman of our Board
of Directors and has served as our Chief Executive Officer since our inception. Since 2006, Mr. Rossi has served as Managing Partner of
LIV Capital Group, a leading private investment firm in Mexico. From 1996 to 2006, Mr. Rossi served as Managing Director of Communications
Equity Associates, LLC (“CEA”), a merchant and investment bank specializing in the media, communications and technology sectors.
Prior to joining CEA, Mr. Rossi held position at Bancomer Securities International, a Mexican Investment Bank, Smith Barney International
and PaineWebber Incorporated. Mr. Rossi currently serves on the board of several Mexican companies. Mr. Rossi has an MBA from New York
University’s Stern School of Business (1995) and a BA in Economics and Art History from Williams College (1990). We believe Mr.
Rossi’s more than 25 years of experience makes him well qualified to serve as a director and Chief Executive Officer.

Humberto Zesati has been a member of our Board of Directors
since October 2019. Since 2006, Mr. Zesati has served as Managing Partner of LIV Capital Group. From 1999 to 2006, Mr. Zesati served as
Managing Director of Latin Idea.com, LLC, the predecessor of LIV Capital. Prior to founding Latin Idea.com, LLC, Mr. Zesati was Managing
Director of Grupo Infinitti, S.A. de C.V., a Mexican real estate company focused on tourism. Mr. Zesati currently serves on the board
of several Mexican companies. Mr. Zesati has an MBA from New York University’s Stern School of Business (1996) and a BA in Economics
from Universidad Iberoamericana (1992). We believe Mr. Zesati’s more than 20 years of experience makes him well qualified to serve
as a director.

Miguel Ángel Dávila has been a member of
our Board of Directors since October 2019. Since 2009, Mr. Dávila has served as Managing Partner of LIV Capital. Mr. Dávila
founded Cinemex, the largest capitalized venture start-up in Mexican history and a leading Mexican chain of cinemas, in 1993 and served
as its Chief Executive Officer until 2008. Prior to founding Cinemex, Mr. Dávila was a Business Analyst of McKinsey & Company,
an American worldwide management consulting firm. Mr. Dávila currently serves on the board of several Mexican companies and Endeavor
México, a not-for-profit organization leading the high-impact entrepreneurship movement around Mexico and the world. Mr. Dávila
has an MBA from Harvard Business School (1993) and a CPA from Instituto Tecnológico Autónomo de México (1989). We
believe Mr. Dávila’s more than 25 years of experience makes him well qualified to serve as a director.

José Antonio Solano Arroyo has been appointed
as a member of our board of directors in connection with our initial public offering. Since January 2002, Mr. Solano has been general
director and shareholder of Diseño y Gestión Empresarial S.C., a company that provides consulting services in Mexico. From
January 2002 to April 2016, Mr. Solano served as director and shareholder of Recuperación Crediticia de Mexico S.C., a collection
agency. From June 2000 to November 2001, Mr. Solano was the Chief Executive Officer of retail operations at Citibank, Grupo Financiero.
From 1992 to May 2000, Mr. Solano acted as Chief Executive Officer of retail operations at Grupo Financiero Serfin, which provides commercial
banking services and other financial services to individuals and businesses, and which was later merged into Grupo Financiero Santander
Mexicano. From 1990 to 1992, Mr. Solano acted as executive director of private banking investments at Operadora de Bolsa S.A. de C.V.,
a securities brokerage company. As of the date hereof, Mr. Solano serves on the board of directors and executive committees of several
other companies including Central de Corretajes S.A.P.I. de C.V., Industrial and Commercial Bank of China (ICBC) and Concrédito
(Fin Útil, S.A. de C.V. SOFOM ENR). During his career, Mr. Solano has also served on the board of directors and executive committees
of several other companies including BEPENSA S.A. de C.V., Fondo Nacional de Infraestructura, Grupo Financiero Intercam S.A., Grupo Financiero
Interacciones S.A., Buró de Crédito de México SA de C.V., Total System Services de México, S.A. de C.V., Visa
International México, S.A. de C.V. and Impulsora del Fondo Mexico, S.C. Mr. Solano received an MA in economics from Boston University
in 1980, an MA in Economic Policy from Boston University in 1981, and a PhD in Economics from Boston University in 1982. We believe Mr.
Solano’s more than 29 years of experience makes him well qualified to serve as a director.

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Luis Rodrigo Clemente Gamero has served as our Chief
Financial Officer since October 2019. From 2016 to present, Mr. Gamero has served as Chief Financial Officer of LIV Capital. From 2014
to 2016, Mr. Gamero served as Chief Financial Officer of Grupo Diagnostico Proa, a leading medical diagnosis and clinical analysis laboratories
company in Mexico. Mr. Gamero has been working in finance for 26 years and has acted as Chief Financial Officer in several industries,
such as entertainment, retail, gaming, medical diagnosis and clinical analysis laboratories and private equity firms. He has also served
on the board of directors and executive committees of several companies including Administradora Mexicana de Hipódromo, S. A de
C. V., Impulsora de Centros de Entretenimiento las Américas, S.A.P.I. de C.V., Promociones Recreativas Mexicanas, S.A. de C.V.,
Calle de Entretenimiento de las Américas, S. A. de C. V., Entretenimiento Recreativo, S. A. de C. V., Entretenimiento Virtual,
S. A. de C. V., Hotel de Entretenimiento de las Américas, S. A. de C. V., Centro de Convenciones las Américas, S. A. de
C. V., Impulsora Recreativa de Entretenimiento AMH, S. A. de C. V., Juegamax de las Américas, S. A. de C. V., Servicios Administrativos
del Hipódromo S. A. de C. V., Servicios Compartidos en Factor Humano Hipódromo S. A. de C. V., Comercializadora de Sortijuegos,
S. A. de C. V. Mr. Gamero holds a CPA from Universidad de Guadalajara in Jalisco Mexico (1993) and an MBA from ITAM (2001) in Mexico City.
We believe Mr. Gamero’s more than 26 years of experience make well qualified to serve as Chief Financial Officer.

Carlos Alberto Rohm Campos has been a member of our Board
of Directors since March 2020. Since 2007, Mr. Rohm has been Chief Executive Officer of LCA Capital, a leading family office with ties
to Mexico. From 2004 to 2007 Mr. Rohm served as Chief Executive Officer of HSM Americas which provides business management services. Prior
to joining HSM Americas, Mr. Rohm was Principal of JPMorgan Partners, a company that provides investment opportunities. From 1995 to 1997,
Mr. Rohm was an analyst of Chase Manhattan Bank, a consumer and commercial bank. Mr. Rohm currently serves on the board of directors of
several Mexican companies, including Grupo Aeroportuario del Pacifico (GAP), an airport operator in Mexico, and FIBRA Storage, a real
estate developer that develops and manages self storage facilities and mini warehouses. Mr. Rohm has a Bachelor’s in Business Administration
from Universidad de San Andrés, Argentina (1994). We believe Mr. Rohm’s more than 22 years of experience make him well qualified
to serve as a director.

Mr. Guillermo González Guajardo has been
a member of our Board of Directors since March 2020. Since 2000, Mr. González has been a Partner of Taller de Empresa, S.C., a
not-for-profit organization dedicated to the promotion of projects in the education sector. From 1988 to 2000, Mr. González served
as Chief Executive Officer of ECE, S.A. de C.V., a corporate conglomerate of companies with business units in the restaurant and retail
sectors. Prior to joining ECE, Mr. González was a money market trader of Operadora de Bolsa, S.A. de C.V., a brokerage services
firm. Mr. González currently serves on the board of directors of Kimberly Clark de México, S.A.B. de C.V., the Mexican subsidiary
of American corporation Kimberly-Clark. Mr. González has a Bachelor of Economics from Instituto Tecnológico Autónomo
de México (1988). We believe Mr. González’s more than 20 years of experience makes him well qualified to serve
as a director.

Mr. Juan Marco Gutiérrez Wanless has
been a member of our Board of Directors since March 2020. Since May 2015, Mr. Gutiérrez has been Managing Director of
Anteris Capital, a venture lending fund. From 2004 to 2014, Mr. Gutiérrez served as Chief Executive Officer and Chief
Corporate Officer of Grupo Kuo, an industrial conglomerate of companies with business units divided in the chemical, automotive and consumer
sectors. Prior to joining Grupo Kuo, Mr. Gutiérrez served as Deputy General Director of Telefónica Móviles
México, S.A. de C.V. (Telefónica), which provides radiotelephone communication services. From 1998 to 2002,
Mr. Gutiérrez was General Director of Pegaso PCS, a provider of two-way radiotelephone communication services. From
1997 to 1998, Mr. Gutiérrez acted as Managing Director of PROMECAP, a Mexican private equity firm. From 1992 to 1997,
Mr. Gutiérrez currently served as Chief Financial Officer of Grupo Financiero Invermexico (Banco Mexicano, S.A.), a
Mexican group of banking and financial institutions. From 1985 to 1991, Mr. Gutiérrez was Chief
Financial Officer of Casa de Bolsa Inverlat, a brokerage services firm. Mr. Gutiérrez currently serves on the board
of directors and executive committees of several Mexican companies, including Qualitas, S.A.B. de C.V. Mr. Gutiérrez has
a Bachelor of Science in Mechanical Electrical Engineering from Universidad Anahuac (1981). We believe Mr. Gutiérrez’s more
than 34 years of experience make him well qualified to serve as a director.

Number and Terms of Office of Officers and Directors

Our board of directors currently consists of seven members. Our board
of directors is divided into two classes with only one class of directors being elected in each year and each (except for those directors
appointed prior to our first annual meeting of shareholders) serving a two-year term. The term of office of the first class of directors
will expire at our first annual meeting of shareholders and the term of office of the second class of directors will expire at our second
annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination
(unless required by Nasdaq). Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors
may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of
the holders of our ordinary shares (or, prior to our initial business combination, holders of our founders shares).

Our officers are elected by the board of directors and serve at the
discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons
to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated
memorandum and articles of association provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a
Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices
as may be determined by the board of directors.

45

Committees of the Board of Directors

Pursuant to Nasdaq listing rules we have established three standing
committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating
committee, each comprised of independent directors.

Audit Committee

Our audit committee consists of three members, Mr. Solano, Mr. Gutiérrez
and Mr. Rohm. Mr. Solano serves as chairman of the audit committee. We believe that our audit committee complies with the applicable requirements
of the Nasdaq.

Each member of the audit committee is or will be financially literate
and our board of directors has determined that Mr. Solano qualifies as an “audit committee financial expert” as defined in
applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose
and principal functions of the audit committee, including:

  assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and independent auditors;
  the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
  pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us and establishing pre-approval policies and procedures;
  reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
  setting clear hiring policies for employees or former employees of the independent auditors;
  setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
  obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
  meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
  reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
  reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Our compensation committee consists of three members, Mr. Solano, Mr.
Gutiérrez and Mr. Rohm. Mr. Gutiérrez serves as chairman of the compensation committee. We believe that our compensation
committee complies with the applicable requirements of the Nasdaq. We have adopted a compensation committee charter, which details the
purpose and responsibility of the compensation committee, including:

  reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
  reviewing and making recommendations to our board of directors with respect to the compensation and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

46

  reviewing our executive compensation policies and plans;
  implementing and administering our incentive compensation equity-based remuneration plans;
  assisting management in complying with our proxy statement and annual report disclosure requirements;
  approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
  producing a report on executive compensation to be included in our annual proxy statement; and
  reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its
sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice
from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating Committee

Our nominating committee consists of three members, Mr. Solano, Mr.
Gutiérrez and Mr. Rohm. Mr. Rohm serves as chairman of the nominating committee. We believe that our nominating committee complies
with the applicable requirements of the Nasdaq. We have adopted a nominating committee charter, which details the purpose and responsibilities
of the nominating committee, including:

  identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;
  developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
  coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
  reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating committee may, in their
sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly
responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications
that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director,
the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional
reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not
served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board
of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors
and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with
the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a
review of such forms, we believe that during the year ended December 31, 2020 there were no delinquent filers.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers
and employees (our “Code of Ethics”). Our Code of Ethics is available on our website. Our Code of Ethics is a “code
of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to,
or waivers of, provisions of our Code of Ethics on our website.

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Conflicts of Interest

All of our executive officers and certain of our directors have or
may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition
opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect
these duties to present a significant conflict of interest with our search for an initial business combination.

Under Cayman Islands law, directors and officers owe the following
fiduciary duties:

  duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
  duty to exercise authority for the purpose for which it is conferred;
  duty to not improperly fetter the exercise of future discretion;
  duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
  duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care, which
is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general
knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that
director in relation to the company and the general knowledge, skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a
position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at
the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized
in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted
in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of our officers and directors presently have, and any of them
in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is
or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes
aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to
such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Potential investors should also be aware of the following potential
conflicts of interest:

  None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
  In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  Our initial shareholders 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. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founders shares if we fail to consummate our initial business combination within 21 months after the closing of our initial public offering. However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares in or 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 consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private warrants held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. With certain limited exceptions, the founders shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A 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, the founders shares will be released from the lock-up. With certain limited exceptions, the private warrants and the Class A ordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following our initial public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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  Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
  Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

The conflicts described above may not be resolved in our favor.

Accordingly, as a result of multiple business affiliations, our officers
and directors have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple
entities. Below is a summary of the entities and businesses to which our officers and directors currently have fiduciary duties or contractual
obligations:

  Alexander R. Rossi, Humberto Zesati and Miguel Ángel Dávila currently have fiduciary duties or contractual obligations to LIV Capital (private equity fund manager) and LIV Capital’s current portfolio companies, which include: Screencast (digital-out-of-home advertising), YellowPepper (mobile banking, digital payments and loyalty solutions provider), Ánima Estudios (animation and media company), Logyt (consulting and logistics firm), WOBI (executive education and content firm), CENTRO (higher education institution focused on creativity and design), Boletia (ticket distribution company), Econduce (network of shared electric motor bikes), CENCOR (financial services), Grupo Proa (medical laboratory company), BIVA (stock exchange) and Nubity (cloud management, monitoring and devops as a service company).
  Humberto Zesati also currently has fiduciary duties or contractual obligations to Special Olympics México (non-for-profit whose mission is to provide year-round sports training and athletic competition for children and adults with intellectual disabilities) and Fóndika (investment funds manager).
  Miguel Ángel Dávila also currently has fiduciary duties or contractual obligations to Endeavor México (high-impact entrepreneurship network).
  José Antonio Solano Arroyo currently has fiduciary duties or contractual obligations to Diseño y Gestión Empresarial S.C., Central de Corretajes S.A.P.I. de C.V., Industrial and Commercial Bank of China (ICBC) and Concrédito (Fin Útil, S.A. de C.V. SOFOM ENR).
  Luis Rodrigo Clemente Gamero currently has fiduciary duties or contractual obligations to LIV Capital.
  Carlos Rohm currently has fiduciary duties or contractual obligations to LCA Capital, Grupo Aeroportuario del Pacífico and Fibra Storage.
  Juan Marco Gutierrez currently has fiduciary duties or contractual obligations to Anteris Capital, Qualitas, S.A.B. de C.V., UNIFIN, S.A.B. de C.V. and Central de Corretajes, S.A.P.I. de C.V.
  Guillermo González Guajardo currently has fiduciary duties or contractual obligations to Taller de Empresa and Kimberly Clark de México, S.A.B. de C.V.

Accordingly, if any of the above officers or directors become aware
of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or
contractual obligations, he or she may need to honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, and only present it to us if such entity chooses not to pursue the opportunity, subject to their fiduciary
duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will
materially affect our ability to complete our initial business combination.

We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination
with such a company, we would obtain an opinion from an independent investment banking firm or from an independent accounting firm, that
such an initial business combination is fair to our company from a financial point of view.

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In addition, our sponsor or any of its affiliates may make additional
investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation
or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments
could influence our sponsor’s motivation to complete an initial business combination.

In the event that we submit our initial business combination to our
public shareholders for a vote, our initial shareholders have agreed, pursuant to the terms of a letter agreement entered into with us,
to vote their founders shares (and their permitted transferees will agree) and any public shares held by them in favor 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.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default,
fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such,
except through their own actual fraud, willful default or willful neglect.

We may purchase a policy of directors’ and officers’ liability
insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with
them.

Our officers and directors have agreed to waive any right, title, interest
or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind
they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust
account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if we (i) have sufficient
funds outside of the trust account or (ii) consummate an initial business combination. Furthermore, a shareholder’s investment may
be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these
indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements
are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers or persons controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 11. Executive Compensation.

None of our officers or directors have received or, prior to our initial
business combination, will receive any cash compensation for services rendered to us. We pay our sponsor up to $10,000 per month for office
space, administrative and support services. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were
made to our sponsor, officers, directors or our or any of their affiliates.

After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company.
All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation
materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation
will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer
and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be
determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our executive officers and
directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements
may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability
of our management to remain with us after the completion of our initial business combination should be a determining factor in our decision
to proceed with any potential business combination.

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Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

The following table sets forth information regarding the beneficial
ownership of our ordinary shares available to us at March 29, 2021, with respect to our ordinary shares held by:

  each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
  each of our officers and directors; and
  all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not
reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60 days of March 29, 2021.

    Class B ordinary shares(2)     Class A ordinary shares        
Name of Beneficial Owners(1)   Number of

Shares

Beneficially

Owned
    Approximate

Percentage of

Class
    Number of

Shares

Beneficially

Owned
    Approximate

Percentage of

Class
    Approximate

Percentage of

Voting


Control
 
Davidson Kempner Capital Management LP (3)                 425,000       5.28 %     4.19 %
Periscope Capital Inc. (4)                     357,900       6.32 %     5.02 %
Glazer Capital, LLC (5)                     749,561       9.31 %     7.40 %
Mizuho Financial Group, Inc.(6)                     698,116       8.67 %     6.89 %
LIV Capital Acquisition Sponsor, L.P.     2,012,500 (7)     96.64 %                 19.86 %
Alexander R. Rossi                              
Humberto Zesati                              
Miguel Ángel Dávila                              
José Antonio Solano Arroyo                              
Luis Rodrigo Clemente Gamero                              
Juan Marco Gutiérrez                              
Carlos Rohm                              
Guillermo Gonzalez                              
All directors and officers as a group (eight individuals)                              
(1) Unless otherwise noted, the business address of each of the following entities or individuals is Torre Virreyes Pedregal No. 24, Piso 6-601 Col. Molino del Rey, México, CDMX, C.P. 11040.
(2) Interests shown consist solely of Class B ordinary shares, which will automatically convert into Class A ordinary shares on the first business day following our initial business combination on a one-for-one basis, subject to adjustment as described in this Annual Report.
(3) As of February 11, 2021 as reported on Schedule 13G, Davidson Kempner Partners is a New York limited partnership (“DKP”). MHD Management Co., a New York limited partnership (“MHD”), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company, is the general partner of MHD. DKCM (as defined below) is responsible for the voting and investment decisions of DKP. Davidson Kempner Institutional Partners, L.P. is a Delaware limited partnership (“DKIP”). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP. Davidson Kempner International, Ltd. is a British Virgin Islands business company (“DKIL”). DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL. Davidson Kempner Capital Management LP is a Delaware limited partnership and a registered investment adviser with the SEC, acts as investment manager to each of DKP, DKIP and DKIL (“DKCM”). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, and Suzanne K. Gibbons and Yoseloff, through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein. The business address of Davidson Kempner Capital Management LP is 520 Madison Avenue, 30th Floor, New York, New York 10022.
(4) As of February 16, 2021, as reported on Schedule 13G, Periscope Capital Inc. is a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). The business address of Periscope Capital Inc. is 333 Bay Street, Suite 1240, Bay Adelaide Centre Toronto, A6 M5H 2R2.
(5) As of February 16, 2021, as reported on Schedule 13G, Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), with respect to the shares of common stock held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”), is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). Mr. Paul J. Glazer, serves as the Managing Member of Glazer Capital, with respect to the shares of common stock held by the Glazer Funds. The business address of each of Glazer Capital and Mr. Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

51

(6) As of February 12, 2021, as reported on Schedule 13G, Mizuho Financial Group, Inc. is a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J). The business address of Mizuho Financial Group, Inc. is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.
(7) Messrs. Rossi, Zesati and Dávila are the three managers of our sponsor’s general partner, LIV GP Master, S.A.P.I. de C.V. Any action by our sponsor’s general partner with respect to our company or the founders shares, including voting and dispositive decisions, requires a majority vote of the managers of our sponsor’s general partner. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the managers of our sponsor’s general partner, none of the managers of our sponsor’s general partner is deemed to be a beneficial owner of our sponsor’s securities, even those in which he holds a pecuniary interest. Accordingly, none of Messrs. Rossi, Zesati and Dávila is deemed to have or share beneficial ownership of the founders shares held by our sponsor.

Our initial shareholders beneficially own 20% of the issued and outstanding
ordinary shares (excluding the representative shares). Prior to our initial business combination, only holders of our 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. In addition, because of their ownership block, our initial shareholders may be able to effectively
influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum
and articles of association and approval of significant corporate transactions.

Our sponsor has purchased an aggregate of 2,811,250 private warrants
at a price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of our initial public offering. Each
private warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided
herein. If we do not complete our initial business combination within 21 months from the closing of our initial public offering, the proceeds
of the sale of the private warrants held in the trust account will be used to fund the redemption of our public shares, and the private
warrants will expire worthless. The private warrants are subject to the transfer restrictions described below. The private warrants will
not be redeemable by us so long as they are held by our sponsor or its permitted transferees. If the private warrants are held by holders
other than our sponsor or its permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the
same basis as the warrants included in the units sold in our initial public offering. Otherwise, the private warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in our initial public offering.

Our sponsor and our officers and directors are deemed to be our “promoters”
as such term is defined under the federal securities laws. See “Certain Relationships and Related Party Transactions” for
additional information regarding our relationships with our promoters.

Transfers of Founders shares and Private Warrants

The founders shares, private warrants and any Class A ordinary shares
issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement
with us to be entered into by our initial shareholders. Those lock-up provisions provide that such securities are not transferable or
salable (1) in the case of the founders shares, 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 Class A ordinary shares equals or exceeds
$12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and
the like and as otherwise described in the final prospectus related to our initial public offering) 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 shareholders having the right to exchange their Class A ordinary shares for cash, securities or
other property, and (2) in the case of the private warrants and the respective Class A ordinary shares underlying such warrants, until
30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates
or family members of any of our officers or directors, any partners of our sponsor, or any affiliates of our sponsor, (b) in the case
of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of
the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices
no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion
of our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s exempted limited partnership
agreement, as amended, upon liquidation of our sponsor; or (h) in the event of our completion of a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided,
however, that in the case of clauses (a) through (e) and (g) these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions.

52

Registration Rights

The holders of the founders shares, representative shares, private
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the exercise
of the private warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founders shares) are
entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale. The holders
of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed
under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the founders
shares, on 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 Class A 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, and (2) in the case of the representative shares, private warrants and the respective Class A ordinary shares
underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection
with the filing of any such registration statements.

Equity Compensation Plans

As of December 31, 2020, we had no compensation plans (including individual
compensation arrangements) under which equity securities were authorized for issuance.

Item 13. Certain Relationships and Related Transactions, and Director
Independence

In October 2019, our sponsor purchased an aggregate of 1,725,000 founder
shares, for an aggregate purchase price of $25,000, or approximately $0.0145 per share. On December 10, 2019, we effected a share dividend
resulting in there being an aggregate of 2,012,500 founders shares outstanding. Our initial shareholders collectively own 20% of our issued
and outstanding shares (excluding the representative shares).

Our sponsor has purchased 2,811,250 private warrants for a purchase
price of $1.00 per warrant in a private placement simultaneously with the closing of our initial public offering. Each private warrant
may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The private
warrants (including the Class A ordinary shares issuable upon exercise of the private warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

We entered into an Administrative Services Agreement pursuant to which
we pay our sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of our initial business
combination or our liquidation, we will cease paying any of these monthly fees. Accordingly, in the event the consummation of our initial
business combination takes the maximum 21 months, our sponsor will be paid up to $10,000 per month ($210,000 in the aggregate) for office
space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our sponsor, officers and directors, or any of their respective affiliates,
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount
of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons
in connection with activities on our behalf.

Our sponsor agreed to loan us up to $150,000 under an unsecured promissory
note to be used to pay for a portion of the expenses of our initial public offering. As of December 31, 2020, there were no outstanding
amounts under this promissory note with our sponsor.

Through March 29, 2021, the Sponsor has committed to providing us with
an aggregate of $650,000 in loans. The loans shall be non-interest bearing, unsecured and due upon the consummation of a Business Combination.
In the event that a Business Combination does not close, the loans would be repaid only out of funds held outside the Trust Account to
the extent such funds are available. Otherwise, all amounts loaned to us would be forgiven.

In addition, in order to finance transaction costs in connection with
an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from
funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000
of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical
to the private warrants issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our
sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek
access to funds in our trust account.

53

After our initial business combination, members of our management team
who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed
to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.
It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time
of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination
business to determine executive and director compensation.

Related Party Policy

We have adopted a policy for the review, approval or ratification of
related party transactions. Also, our Code of Ethics requires us to avoid, wherever possible, all conflicts of interests, except under
guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public
filings with the SEC. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship
(including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee is responsible for reviewing and approving
related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the
audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority
of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all of the members
of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all
payments that were made to our sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related
party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate
an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee
of independent and disinterested directors, have obtained an opinion from an independent investment banking firm or an independent accounting
firm that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash payments
will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior to or in
connection with the completion of our initial business combination, other than the following payments, none of which will be made from
the proceeds of our initial public offering and the sale of the private warrants held in the trust account prior to the completion of
our initial business combination:

  Payment to our sponsor of up to $10,000 per month for office space, administrative and support services;
  Payment of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with the consummation of our initial business combination;
  Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
  Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender.

The above payments may be funded using the net proceeds of the initial
public offering and the sale of the private warrants not held in the trust account or, upon completion of the initial business combination,
from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

Director Independence

Nasdaq listing standards require that a majority of our board of directors
be independent within one year of our initial public offering. An “independent director” is defined generally as a person
other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion
of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out
the responsibilities of a director. Our board of directors has determined that José Antonio Solano Arroyo, Juan Marco Gutiérrez,
Carlos Rohm and Guillermo González are “independent directors” as defined in the Nasdaq listing standards and applicable
SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

54

Item 14. Principal Accounting Fees and Services

The following is a summary of fees paid or to be paid to Marcum LLP,
or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with
regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements,
review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for
the year ended December 31, 2020 and for the period from October 2, 2019 (inception) through December 31, 2019 totaled $37,500 and $34,505,
respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed
for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are
not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and
consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting
and reporting standards for the year ended December 31, 2020 and for the period from October 2, 2019 (inception) through December 31,
2019.

Tax Fees. We did not pay Marcum for tax planning and tax advice
for the year ended December 31, 2020 and for the period from October 2, 2019 (inception) through December 31, 2019.

All Other Fees. We did not pay Marcum for other services for
the year ended December 31, 2020 and for the period from October 2, 2019 (inception) through December 31, 2019.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial
Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior
to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a
going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed
for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in
the Exchange Act which are approved by the audit committee prior to the completion of the audit).

55

PART IV

Item 15. Exhibits, Financial Statement Schedules

  (a) The following documents are filed as part of this Form 10-K:
  (1) Financial Statements:
  (2) Financial Statement Schedules:

None.

We hereby file as part of this Report the exhibits listed in the attached
Exhibit Index.

Exhibit No.   Description
3.1   Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.2 of the registrant’s Registrant Statement on Form S-1 (Registration No. 333-234799) filed with the SEC on November 20, 2019)
     
4.1*   Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended
     
4.2   Warrant Agreement, dated December 10, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
10.1   Letter Agreement, dated December 10, 2019, among the Company and its officers and directors and LIV Capital Acquisition Sponsor, L.P. (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
10.2   Investment Management Trust Agreement, dated December 10, 2019, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
10.3   Registration Rights Agreement, dated December 10, 2019, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
10.4   Administrative Services Agreement, dated December 10, 2019, between the Company and LIV Capital Acquisition Sponsor, L.P. (incorporated herein by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
10.5   Sponsor Warrants Purchase Agreement, dated December 10, 2019, between the Company and LIV Capital Acquisition Sponsor, L.P. (incorporated herein by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
     
31.1*   Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2*   Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*   Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2*   Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

Item 16. Form 10-K Summary

Not applicable. 

56

SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, on May 13, 2021.

  LIV Capital Acquisition Corp.
   
  By: /s/
Alexander R. Rossi
    Name:  Alexander R. Rossi
    Title: Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity and on the
dates indicated.

Name   Position   Date
         
/s/ Alexander
R. Rossi
  Chief Executive Officer and Chairman  

May 13, 2021

Alexander R. Rossi   (Principal Executive Officer)    
         
/s/ Luis
Rodrigo Clemente Gamero
  Chief Financial Officer  

May 13, 2021

Luis Rodrigo Clemente Gamero   (Principal Financial and Accounting Officer)    
         
/s/ Humberto
Zesati
  Director  

May 13, 2021

Humberto Zesati        
         
/s/ Miguel
Ángel Dávila
  Director  

May 13, 2021

Miguel Ángel Dávila        
         
/s/ José
Antonio Solano Arroyo
  Director  

May 13, 2021

José Antonio Solano Arroyo        
         
/s/ Juan
Marco Gutiérrez
  Director  

May 13, 2021

Juan Marco Gutiérrez        
         
/s/ Carlos
Rohm
  Director  

May 13, 2021

Carlos Rohm        
         
/s/ Guillermo
González Guajardo
  Director  

May 13, 2021

Guillermo González Guajardo        

57

LIV CAPITAL ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders and Board of Directors of


LIV Capital Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets
of LIV Capital Acquisition Corp. (the “Company”) as of December 31, 2020 and 2019, the related statements of operations,
changes in shareholders’ equity and cash flows for the year ended December 31, 2020 and for the period from October 2, 2019 (inception)
through December 31, 2019 and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and
2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period from October 2, 2019
(inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the
Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital
as of December 31, 2020 are not sufficient to complete its planned activities. The Company has a significant working capital deficiency,
has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

Restatement of Financial Statements

As disclosed in Note 2 the accompanying financial
statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from October 2, 2019 (inception)
through December 31, 2019, have been restated to correct errors related to warrants.

Basis for Opinion

These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2019

New York, NY

March 29, 2021, except for the effects of the restatement discussed
in Note 2 and the subsequent event discussed in Note 11, as to which the date is May 13, 2021.

F-2

LIV CAPITAL ACQUISITION CORP.

BALANCE SHEETS (As Restated)

    December 31,  
    2020     2019  
             
ASSETS            
Current Assets            
Cash   $ 135,975     $ 528,742  
Prepaid expenses and other current assets     59,000       23,017  
Due from Related Party     7,335        
Total Current Assets     202,310       551,759  
                 
Cash and marketable securities
held in Trust Account
    81,055,288       80,536,183  
Total Assets   $ 81,257,598     $ 81,087,942  
                 
LIABILITIES AND SHAREHOLDERS’
EQUITY
               
Current liabilities                
Accounts payable and accrued expenses   $ 398,748     $ 42,281  
Promissory note – related
party
          32,291  
Total Current Liabilities     398,748       74,572  
                 
Warrant Liabilities     9,033,095       9,078,166  
Total Liabilities     9,431,843       9,152,738  
                 
Commitments                
                 
Class A ordinary shares subject
to possible redemption, 6,636,795 and 6,690,513 shares at redemption value at December 31, 2020 and 2019, respectively
    66,825,754       66,935,203  
                 
Shareholders’ Equity                
Preference shares, $0.0001 par value; 1,000,000 shares
authorized; none issued and outstanding
           
Class A ordinary shares, $0.0001 par value; 200,000,000
shares authorized; 1,413,205 and 1,359,487 shares issued and outstanding (excluding 6,636,795 and 6,690,513 shares subject to possible
redemption) at December 31, 2020 and 2019, respectively
    141       136  
Class B ordinary shares, $0.0001 par value; 20,000,000
shares authorized; 2,082,500 shares issued and outstanding at December 31, 2020 and 2019
    208       208  
Additional paid-in capital     5,643,445       5,534,001  
Accumulated deficit     (643,793 )     (534,344 )
Total Shareholders’
Equity
    5,000,001       5,000,001  
Total Liabilities
and Shareholders’ Equity
  $ 81,257,598     $ 81,087,942  

The accompanying notes are an integral part
of the financial statements.

F-3

LIV CAPITAL ACQUISITION CORP.

STATEMENTS OF OPERATIONS (As Restated)

    Year Ended

December 31,
    For the

Period from

October 2, 2019

(Inception)


Through

 December 31,
 
    2020     2019  
             
Formation and operating
costs
  $ 673,625     $ 103,585  
Loss from operations     (673,625 )     (103,585 )
                 
Other income (expense):                
Interest earned on marketable securities held in Trust
Account
    519,105       49,785  
Unrealized loss on marketable securities held in Trust
Account
          (13,602 )
Transaction costs attributable to the Initial Public
Offering
          (187,916 )
Change in fair value of warrant
liabilities
    45,071       (279,026 )
Other income (expense), net     564,176       (430,759 )
                 
Net loss   $ (109,449 )   $ (534,344 )
                 
Basic and diluted weighted average
shares outstanding, Class A ordinary shares subject to possible redemption
    6,932,496       6,460,450  
                 
Basic and diluted
net income per share, Class A ordinary shares subject to possible redemption
  $ 0.06     $ 0.00  
                 
Basic and diluted weighted average
shares outstanding, Non-redeemable ordinary shares
    3,200,004       2,112,827  
                 
Basic and diluted
net loss per share, Non-redeemable ordinary shares
  $ (0.17 )   $ (0.27 )

The accompanying notes are an integral part
of the financial statements.

F-4

LIV CAPITAL ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY (As Restated)

   

Class
A

Ordinary
Shares

   

Class
B

Ordinary
Shares

   

Additional

Paid-in

    Accumulated    

Total

Shareholders’

 
    Shares     Amount     Shares     Amount     Capital     Deficit     Equity  
Balance – October 2, 2019 (inception)         $           $     $     $     $  
                                                         
Issuance of Class B ordinary shares to
Sponsor
                2,012,500       201       24,799             25,000  
                                                         
Issuance of Representative Shares                 70,000       7       862             869  
                                                         
Sale of 8,050,000 Units, net of underwriting discounts
and offering expenses
    8,050,000       805                   72,182,581             72,183,386  
                                                         
Sale of 2,811,250 Private Warrants                             260,293             260,293  
                                                         
Class A ordinary shares subject to possible redemption     (6,690,513 )     (669 )                 (66,934,534 )           (66,935,203 )
                                                         
Net loss                                   (534,344 )     (534,344 )
                                                         
Balance – December 31, 2019     1,359,487       136       2,082,500       208       5,534,001       (534,344 )     5,000,001  
                                                         
Change in value of Class A ordinary shares subject
to possible redemption
    53,718       5                   109,444             109,449  
                                                         
Net loss                                   (109,449 )     (109,449 )
                                                         
Balance – December
31, 2020
    1,413,205     $ 141       2,082,500     $ 208     $ 5,643,445     $ (643,793 )   $ 5,000,001  

The accompanying notes are an integral part
of the financial statements.

F-5

LIV CAPITAL ACQUISITION CORP.

STATEMENT OF CASH FLOWS (As Restated)

    Year Ended

December 31,
    For the

Period from

October 2,

2019

(Inception)


Through

December 31,
 
    2020     2019  
Cash Flows from Operating Activities:            
Net loss   $ (109,449 )   $ (534,344 )
Adjustments to reconcile net loss to net cash used in
operating activities:
               
Interest earned on marketable securities held in Trust
Account
    (519,105 )     (49,785 )
Unrealized loss on marketable securities held in Trust
Account
          13,602  
Transaction costs allocable to warrant liabilities           187,916  
Change in fair value of warrant liabilities     (45,071 )     279,026  
Changes in operating assets and liabilities:                
Prepaid expenses and other current assets     (35,983 )     (23,017 )
Accounts payable and accrued expenses     356,467       42,281  
Net cash used
in operating activities
    (353,141 )     (84,321 )
                 
Cash Flows from Investing Activities:                
Investment of cash in Trust Account           (80,500,000 )
Net cash used
in investing activities
          (80,500,000 )
                 
Cash Flows from Financing Activities:                
Proceeds from issuance of Class B ordinary shares to
Sponsor
          25,000  
Proceeds from issuance of Representative Shares             6  
Proceeds from sale of Units, net of underwriting discounts
paid
            78,688,750  
Proceeds from sale of Private Warrants             2,811,250  
Proceeds from promissory note - related party             60,000  
Repayment of promissory note – related party     (32,291 )     (27,709 )
Payments of related party expenses     (7,335 )      
Payment of offering costs           (444,234 )
Net cash (used
in) provided by financing activities
    (39,626 )     81,113,063  
                 
Net Change in Cash     (392,767 )     528,742  
Cash – Beginning     528,742        
Cash – Ending   $ 135,975     $ 528,742  
                 
Non-Cash Investing and Financing Activities:                
Initial classification of Class
A ordinary shares subject to redemption
  $     $ 67,235,420  
Change in value of Class A ordinary
shares subject to possible redemption
  $ (109,449 )   $ (300,217 )
Issuance of Representative Shares   $     $ 863  

The accompanying notes are an integral part
of the financial statements.

F-6

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND
BUSINESS OPERATIONS

LIV Capital Acquisition Corp. (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2019. The Company was formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular
industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on Mexican target businesses
(or non-Mexican target businesses with a significant presence in Mexico). The Company is an early stage and emerging growth company and,
as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not
commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering
(“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Company’s
Initial Public Offering were declared effective on December 10, 2019. On December 13, 2019, the Company consummated the Initial Public
Offering of 7,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the
“Public Shares”) at $10.00 per Unit, generating gross proceeds of $70,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 2,575,000 warrants (the “Private Warrants”) at a price of $1.00 per
Private Warrant in a private placement to LIV Capital Acquisition Sponsor, L.P. (the “Sponsor”), generating gross proceeds
of $2,575,000, which is described in Note 4.

Following the closing of the Initial Public Offering
on December 13, 2019, an amount of $70,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the sale of the Private Warrants was placed in a trust account (“Trust Account”) and invested only in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,
as described below.

On December 16, 2019, the underwriter notified
the Company of its intention to fully exercise its over-allotment option on December 18, 2019. As such, on December 18, 2019, the Company
consummated the sale of an additional 1,050,000 Units, at $10.00 per Unit, and the sale of an additional 236,250 Private Warrants, at
$1.00 per Private Warrant, generating total gross proceeds of $10,736,250. A total of $10,500,000 of the net proceeds was deposited into
the Trust Account, bringing the aggregate proceeds held in the Trust Account to $80,500,000.

Transaction costs amounted to $2,256,347,
consisting of $1,811,250 of underwriting fees and $445,097 of other offering costs, of which $187,916 was recorded as an expense of the
offering in the accompanying statement of operations.

The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide
that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of 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 a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company
owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination.

F-7

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

The Company will provide its shareholders with
the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in
its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account
(initially $10.00 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no
redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company
seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires
the affirmative vote of a majority of the shareholders who attend and vote and a general meeting of the Company. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares
purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with
respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the
Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each
public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for
or against a proposed Business Combination.

If the Company seeks shareholder approval of
a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of
the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption
rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and
not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial business combination)
and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) that would affect the ability
of holders of Public Shares to convert or sell their shares to the Company in connection with a Business Combination or to modify the
substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business
Combination within 21 months from the closing of the Public Offering or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions
upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from
the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete
its Business Combination.

The Company will have until September 13, 2021
(the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (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 outstanding Public Shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the
Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with
the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

F-8

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Liquidity and Going Concern

The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset
amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern for
the next twelve months from the filing of this Form 10-K. The Company incurred a net loss of $109,449 during the year ended December
31, 2020 and has a working capital deficit of $196,438. Cash used in operating activities was $353,141 for the year ended December 31,
2020. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one
year after the issuance date of the financial statements.

The Company has principally financed its operations
from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such
amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes.
As of December 31, 2020, the Company had $135,975 held outside of the Trust Account. Through March 29, 2021, the Sponsor has committed
to provide an aggregate of $650,000 in loans to the Company. The loans shall be non-interest bearing, unsecured and due upon the consummation
of a Business Combination. In the event that a Business Combination does not close, the loans would be repaid only out of funds held
outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned to the Company would be forgiven. Based
on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business
Combination or September 10, 2021, the date that the Company will be required to cease all operations except for the purpose of winding
up, if a Business Combination is not consummated.

Risks and Uncertainties

Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED
FINANCIAL STATEMENTS

The Company previously accounted for its outstanding
Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components
of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides
for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant
agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the
outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants
(the “tender offer provision”).

On April 12, 2021, the SEC released a Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff
Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender
offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.
Following the SEC Staff Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification
(“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity.  ASC Section 815-40-15 addresses equity versus liability
treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified
as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock.  Under ASC Section
815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise
price upon a specified event and that event is not an input to the fair value of the warrant. The Company’s Private Placement Warrants
are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument
is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender offer provision included in the
warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should
have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment,
the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair
value from the prior period in the Company’s operating results for the current period.

F-9

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

The Company’s accounting for the warrants
as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating
expenses or cash.

The impact of the restatement on the Company’s financial
statements for each respective period is presented below. 

Balance Sheet as of

December 13, 2019
  As Reported     Period


Adjustment
    As Restated  
Warrant Liability   $     $ 7,770,452     $ 7,770,452  
Class A common stock subject to possible redemption     65,534,560       (7,770,452 )     57,764,108  
Class A common stock     45       77       122  
Additional paid-in capital   $ 5,045,959     $ 169,544     $ 5,215,503  
Accumulated deficit   $ (46,207 )   $ (169,621 )   $ (215,828 )
Total Stockholders’ Equity   $ 5,000,005     $     $ 5,000,005  
                         
Number of shares subject to possible redemption     6,553,456       (777,045 )     5,776,411  
Balance Sheet as of

December 31, 2019
                 
Warrant Liability   $     $ 9,078,166     $ 9,078,166  
Class A common stock subject to possible redemption     76,013,369       (9,078,166 )     66,935,203  
Class A common stock     45       91       136  
Additional paid-in capital   $ 5,067,150     $ 466,851 )   $ 5,534,001  
Retained earnings   $ (67,402 )   $ (466,942 )   $ (534,344 )
Total Stockholders’ Equity   $ 5,000,001     $     $ 5,000,001  
                         
Number of shares subject to possible redemption     7,597,922       (1,606,227 )     6,690,513  
Statement
of Operations for the

year ended December 31, 2019
                 
Transaction costs allocable to warrant
liabilities
  $     $ (187,916 )   $ (187,916 )
Change in fair value of warrant liabilities   $     $ (279,026 )   $ (279,026 )
Net loss   $ (67,402 )   $ (466,942 )   $ (534,344 )
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
    7,311,789       (851,339 )     6,460,450  
Basic and diluted net income per share, Class A ordinary
shares subject to possible redemption
  $ 0.00     $     $ 0.00  
Basic and diluted weighted average shares outstanding,
Non-redeemable ordinary shares
    1,942,559       170,268       2,112,827  
Basic and diluted net loss per share, Non-redeemable
ordinary shares
    (0.05 )     (0.22 )     (0.27 )
Statement
of Cash Flows for the

year ended December 31, 2019
                 
Transaction costs allocable to warrant
liabilities
  $     $ (187,916 )   $ (187,916 )
Change in fair value of warrant liabilities   $     $ (279,026 )   $ (279,026 )
Net loss   $ (67,402 )   $ (466,942 )   $ (534,344 )
Initial classification of Class A ordinary shares subject
to possible redemption
    76,034,560       (8,799,140 )     67,235,420  
Change in value of Class A ordinary shares subject
to possible redemption
    (21,191 )     (279,026 )     (300,217 )

F-10

LIV
CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Balance Sheet as of

March 31, 2020
  As Reported     Period Adjustment     As Restated  
Warrant Liability   $     $ 4,708,529     $ 4,708,529  
Class A common stock subject to possible redemption     76,385,530       (4,708,529 )     71,677,001  
Class A common stock     46       47       93  
Additional paid-in capital   $ 4,694,988     $ (3,902,742 )   $ 792,246  
Retained earnings   $ 304,767     $ 3,902,695     $ 4,207,462  
Total Stockholders’ Equity   $ 5,000,009     $     $ 5,000,009  
                         
Number of shares subject to possible redemption     7,588,057       (467,740 )     7,120,317  

Balance
Sheet as of

June
30, 2020

                 
Warrant Liability   $     $ 5,152,605     $ 5,152,605  
Class A common stock subject to possible redemption     76,279,468       (5,152,605 )     71,126,863  
Class A common stock     47       52       99  
Additional paid-in capital   $ 4,801,049     $ (3,458,671 )   $ 1,342,378  
Retained earnings   $ 198,697     $ 3,458,619     $ 3,657,316  
Total Stockholders’ Equity   $ 5,000,001     $     $ 5,000,001  
                         
Number of shares subject to possible redemption     7,576,175       (511,763 )     7,064,412  

Balance
Sheet as of

September
30, 2020

                 
Warrant Liability   $     $ 7,193,012     $ 7,193,012  
Class A common stock subject to possible redemption     76,205,607       (7,193,012 )     69,012,595  
Class A common stock     48       72       120  
Additional paid-in capital   $ 4,874,909     $ (1,418,284 )   $ 3,456,625  
Retained earnings   $ 124,843     $ 1,418,212     $ 1,543,055  
Total Stockholders’ Equity   $ 5,000,008     $     $ 5,000,008  
                         
Number of shares subject to possible redemption     7,568,545       (714,391 )     6,854,154  

Balance
Sheet as of

December
31, 2020

                 
Warrant Liability   $     $ 9,033,095     $ 9,033,095  
Class A common stock subject to possible redemption     75,858,849       (9,033,095 )     66,825,754  
Class A common stock     52       89       141  
Additional paid-in capital   $ 5,221,663     $ 421,782     $ 5,643,445  
Retained earnings (Accumulated deficit)   $ (221,922 )   $ (421,871 )   $ (643,793 )
Total Stockholders’ Equity   $ 5,000,001     $     $ 5,000,001  
                         
Number of shares subject to possible redemption     7,533,916       (897,121 )     6,636,795  
Statement of Operations for the

period
ended March 31, 2020
                 
Change in fair value of warrant liabilities   $     $ 4,369,637     $ 4,369,637  
Net income     372,169       4,369,637       4,741,806  
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible
redemption
    7,597,922       (907,409 )     6,690,513  
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares     2,534,578       907,409       3,441,987  
Basic and diluted net income (loss) per share, Non-redeemable ordinary shares   $ 0.04     $ 1.23     $ 1.27  

F-11

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Statement
of Operations for the

period
ended June 30, 2020

                 
Change in fair value of warrant liabilities   $     $ 3,925,561     $ 3,925,561  
Net income     266,099       3,925,561       4,191,660  
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
    7,592,990       (687,575 )     6,905,415  
Basic and diluted weighted average shares outstanding,
Non-redeemable ordinary shares
    2,539,511       687,575       3,227,085  
Basic and diluted net income (loss) per share, Non-redeemable
ordinary shares
  $ (0.09 )   $ 1.13     $ 1.22  

Statement
of Operations for the

period
ended September 30, 2020

                 
Change in fair value of warrant liabilities   $     $ 1,885,154     $ 1,885,154  
Net income     192,245       1,885,154       2,077,399  
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
    7,587,344       (628,543 )     6,958,801  
Basic and diluted weighted average shares outstanding,
Non-redeemable ordinary shares
    2,545,156       628,543       3,173,699  
Basic and diluted net loss per share, Non-redeemable
ordinary shares
  $ (0.12 )   $ 0.47     $ 0.59  

Statement
of Operations for the

year ended
December 31, 2020

                 
Change in fair value of warrant liabilities   $     $ 45,071     $ 45,071  
Net loss     (154,520 )     45,071       (109,449 )
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
    7,582,576       (650,080 )     6,932,496  
Basic and diluted net income per share, Class A ordinary
shares subject to possible redemption
  $ 0.06     $     $ 0.06  
Basic and diluted weighted average shares outstanding,
Non-redeemable ordinary shares
    2,549,822       650,182       3,200,004  
Basic and diluted net loss per share, Non-redeemable
ordinary shares
    (0.25 )     0.08       (0.17 )

Statement
of Cash Flows for the

year
ended March 31, 2020

                 
Change in fair value of warrant liabilities   $     $ (4,369,637 )   $ (4,369,637 )
Net loss     372,169       4,369,637       4,741,806  
Change in value of Class A ordinary shares subject to possible redemption     372,161       4,369,645       4,741,806  

Statement
of Cash Flows for the

year
ended June 30, 2020

                 
Change in fair value of warrant liabilities   $     $ (3,925,561 )   $ (3,925,561 )
Net loss     266,099       3,925,561       4,191,660  
Change in value of Class A ordinary shares subject to possible redemption     266,099       3,925,561       4,191,660  

Statement
of Cash Flows for the

year
ended September 30, 2020

                 
Change in fair value of warrant liabilities   $     $ (1,885,154 )   $ (1,885,154 )
Net loss     192,245       1,885,154       2,077,399  
Change in value of Class A ordinary shares subject to possible redemption     192,238       1,885,161       2,077,399  

Statement
of Cash Flows for the

year
ended December 31, 2020

                 
Change in fair value of warrant liabilities   $     $ (45,071 )   $ (45,071 )
Net loss     (154,520     45,071       (109,449
Change in value of Class A ordinary shares subject to possible redemption     (154,520     45,071       (109,449

F-12

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. 

Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses
during the reporting period.

Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2020 and 2019.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the
assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. At December 31, 2019,
the assets held in the Trust Account were substantially held in U.S. Treasury Bills. The Company’s marketable securities are classified
as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains
and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on marketable securities
held in Trust Account in the accompanying statement of operations.

F-13

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a
liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as
shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to
possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s
balance sheets.

Warrant Liability (restated)

The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative
guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants
are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.

For issued or modified warrants that meet
all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are
required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts
for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D,
under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company
classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability
is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s
statement of operations. The fair value of the warrants initially was estimated using a Monte Carlo simulation approach (see Note 10).

Income Taxes

The Company accounts for income taxes under ASC
740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to
be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and
no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman
Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
As such, the Company’s tax provision was zero for the period presented.

Based on the Mexican tax regulations, specifically
article 9, section II of the Federal Tax Code and articles 2 and 3 of the Mexican Income Tax Law, considering the Company’s current
and expected presence in the country, it is potentially subject to Mexican income tax with respect to income derived from its activities.
As part of the development of its operations in the country, the Company is in the process of registering with the Mexican tax authorities
in order to comply with the respective tax obligations for conducting business in the country. Under current tax law, income generated
by legal entities resident in Mexico is subject to tax at a rate of 30 percent and losses can be carried forward for a period of 10 years.
The Company does not believe it has incurred any material Mexican income taxes or penalties for the periods ended December 31, 2020 or
2019.

F-14

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

On March 27, 2020, the CARES Act was enacted
in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the
new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under
Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing
of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section
168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred
in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income
taxes and (iv) enhancing the recoverability of alternative minimum tax credits. The CARES Act did not have a material impact on the Company.

Net Loss Per Ordinary Share (restated)

Net income (loss) per share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.
The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate
of 10,861,250 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence
of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes
a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method
of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption
is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted
average number of Ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted,
for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities
attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding
for the period.

Non-redeemable common stock includes Founder
Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate
in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation
of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

    Year Ended


December 31,

2020
    For the


Period from

October 2, 2019

(Inception)

Through

December 31,

2019
 
Class A Ordinary Shares subject to possible redemption            
Numerator: Earnings allocable to Class A ordinary subject to possible
redemption
           
Interest earned on
marketable securities held in Trust Account
  $ 427,950     $ 30,072  
Net income allocable to Class
A ordinary shares subject to possible redemption
  $ 427,950     $ 30,072  
Denominator: Weighted Average Class A ordinary shares
subject to possible redemption
               
Basic and diluted weighted average
shares outstanding, Class A ordinary shares subject to possible redemption
    6,932,496       6,460,450  
Basic and diluted net income per
share, Class A ordinary shares subject to possible redemption
  $ 0.06     $ 0.00  
                 
Non-Redeemable Ordinary Shares                
Numerator: Net Loss minus Net Earnings                
Net loss   $ (109,449 )   $ (534,344 )
Less: Net income allocable to
Class A ordinary shares subject to possible redemption
    (427,950 )     (30,072 )
Non-Redeemable Net Loss   $ (537,399 )   $ (564,416 )
Denominator: Weighted Average Non-redeemable ordinary shares                
Basic and diluted weighted average
shares outstanding, Non-redeemable ordinary shares
    3,200,004       2,112,827  
Basic and diluted net loss per
share, Non-redeemable ordinary shares
  $ (0.17 )   $ (0.27 )

F-15

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account.

Fair Value of Financial Instruments (Restated)

The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the
Company sold 8,050,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriter of its over-allotment
option to purchase an additional 1,050,000 Units on December 18, 2019. Each Unit consists of one Class A ordinary share and one Public
Warrant. Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (see
Note 7).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 2,575,000 Private Warrants at a purchase price of $1.00 per Private Warrant from
the Company in a private placement, for an aggregate purchase price of $2,575,000. As a result of the underwriters’ election to
exercise their over-allotment option in full on December 18, 2019, the Sponsor purchased an additional 236,250 Private Warrants at a
purchase price of $1.00 per Private Warrant, for an aggregate purchase price of $236,250. The proceeds from the sale of the Private Warrants
were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Warrant is exercisable for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will be used
to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On October 4, 2019, the Company issued an aggregate
of 1,725,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On
December 10, 2019, the Company effected a share dividend resulting in there being an aggregate of 2,012,500 Founder Shares outstanding.
All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically
convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a one-for-one basis,
subject to certain adjustments, as described in Note 7.

The Founder Shares included an aggregate of up
to 262,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in
full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding
shares (excluding the Representative Shares) upon the completion of the Initial Public Offering. As a result of the underwriter’s
election to fully exercise its over-allotment option on December 18, 2019, a total of 262,500 Founder Shares are no longer subject to
forfeiture.

The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of a Business Combination
and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A 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 a Business Combination, or (y) the
date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property.

F-16

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Administrative Services Agreement

The Company entered into an agreement whereby,
commencing on December 10, 2019, the Company pays the Sponsor up to $10,000 per month for office space, administrative and support services.
Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December
31, 2020, and for the period from October 2, 2019 (inception) through December 31, 2019, the Company incurred $120,000 and $6,774 of
such fees, respectively. As of December 31, 2020 and 2019, $126,774 and $6,774 is included in accounts payable and accrued expenses,
respectively, in the accompanying balance sheets.

Promissory Note – Related Party

On October 3, 2019, the Company issued an unsecured
promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The note
is non-interest bearing and payable on the earlier of (i) March 31, 2020 and (ii) the completion of the Initial Public Offering. As of
December 31, 2020 and 2019, there was $0 and $32,291 outstanding under the Promissory Note, respectively.

Related Party Loans

In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price
of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans.

On July 31, 2020, the Sponsor committed to provide
an aggregate of $250,000 in loans to the Company the “Sponsor Commitment”). On February 24, 2021, the Sponsor Commitment
was amended to provide an aggregate of $650,000 in loans to the Company (see Note 9). The loans shall be non-interest bearing, unsecured
and due upon the consummation of a Business Combination. In the event that a Business Combination does not close, the loans would be
repaid only out of funds held outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned to the
Company would be forgiven.

Due from Related Party

During the year ended December 31, 2020, the
Company paid expenses on behalf of an affiliate. The balance due from this affiliate as of December 31, 2020 was $7,335.

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered
into on December 10, 2019, the holders of the Founder Shares, Representative Shares, Private Warrants and any warrants that may be issued
on conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Warrants or warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such
securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,
which occurs (1) in the case of the Founders Shares, on the earlier of (A) one year after the completion of a Business Combination or
(B) subsequent to a Business Combination, (x) if the last reported sale price of Class A 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 a Business Combination, or (y) the date following
the completion of a 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, and (2) in the case of the Representative Shares, Private Warrants and the respective Class A ordinary
shares underlying such warrants, 30 days after the completion of a Business Combination. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.

F-17

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

Underwriting Agreement

The underwriter was paid a cash underwriting
discount of $0.225 per Unit, or $1,811,250 in the aggregate.

Business Combination Marketing Agreement

The Company engaged EarlyBirdCapital, Inc., the
underwriter in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with
the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company
to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in
obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the
Business Combination. The Company will pay EarlyBirdCapital, Inc. a cash fee for such services upon the consummation of its initial Business
Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $2,817,500 (exclusive of any applicable
finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion
to other FINRA members that assisted in identifying and consummating an initial Business Combination.

NOTE 8. SHAREHOLDERS’ EQUITY (restated)

Preferred Shares — The Company
is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and
any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able
to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and
other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020 and 2019, there were no
preference shares issued or outstanding.

Class A Ordinary Shares
The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary
shares are entitled to one vote for each share. At December 31, 2020 and 2019, there were 1,413,205 and 1,359,487 Class A ordinary shares
issued or outstanding, excluding 6,636,795 and 6,690,513 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares
The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B
ordinary shares are entitled to one vote for each share. At December 31, 2020 and 2019, there were 2,082,500 Class B ordinary shares,
including 70,000 Representative Shares (as defined below), issued and outstanding.

Only holders of the Class B ordinary shares will
have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise
required by law.

The Class B Shares will automatically convert
into Class A ordinary shares on the first business day following the completion of the Business Combination, on a one-for-one basis,
subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued
in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which
Founder 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) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering
plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination
(net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business
Combination and any Private Warrants issued to the Sponsor.

F-18

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

NOTE 9. WARRANT LIABILITIES

Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public
Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the
closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier
upon redemption or liquidation.

The Company will not be obligated to deliver
any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated
to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 

The Company has agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of a Business Combination, it will use its reasonable best efforts to
file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the Public Warrants. The Company will use it reasonable best efforts to cause the same to become effective within 60
business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement.

Once the Public Warrants become exercisable,
the Company may redeem the Public Warrants for redemption:

  in whole and not in part;
  at a price of $0.01 per Public Warrant;
  upon not less than 30 days’ prior written notice
of redemption to each warrant holder and
  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.

If and when the Public Warrants become redeemable
by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.

If the Company calls the Public Warrants for
redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless
basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public
Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization,
reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of ordinary shares at a price
below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company
is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants
may expire worthless.

F-19

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

In addition, if (x) the Company issues additional Class A ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without
taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly
issued price”), (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 a Business Combination on the date of the completion of a Business Combination (net of
redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described above will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.

The Private Warrants are identical to the Public
Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A ordinary shares issuable
upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business
Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be
non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by
someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the Public Warrants.

Representative Shares

On October 8, 2019, the Company issued to EarlyBirdCapital,
Inc. and its designees an aggregate of 60,000 Class B ordinary shares (the “Representative Shares”). On December 10, 2019,
the Company effected a share dividend resulting in there being an aggregate of 70,000 Representative Shares outstanding.

The Company accounted for the Representative Shares
as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the
fair value of Representative Shares to be $869 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative
Shares have agreed not to transfer, assign or sell any such shares until 30 days after the completion of a Business Combination. In addition,
the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business
Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company
fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration
statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule
5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration
statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of
180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any
underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

F-20

LIV CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic
820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

  Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
  Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
  Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair
value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description   Level     December 31,

2020
    December 31,

2019
 
Assets:                  
Marketable securities held in Trust Account   1     $ 81,055,288     $ 80,536,183  
                       
Liabilities:                      
Warrant Liability – Public Warrants   1       5,635,000       6,476,686  
Warrant Liability – Private Warrants   2       3,398,095       2,601,480  

The Warrants were accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s consolidated balance
sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented
within change in fair value of warrant liabilities in the consolidated statement of operations.

Initial Measurement

The Company
established the initial fair value for the Warrants on December 13, 2019, the date of the Company’s Initial Public Offering,
using a Monte Carlo simulation model for the Public Warrants and a modified Black-Scholes model for
the Private Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of
one share of common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance
of common shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds
allocated to common shares subject to possible redemption, and common shares based on their relative fair values at the initial
measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable
inputs.

The key inputs into the
Monte Carlo simulation model for the Public Warrants were as follows at initial measurement:

Input   December 13,

2019

(Initial
Measurement)
 
Risk-free interest rate         0.85 %
Expected term (years)     1.5 to 6.5  
Expected volatility     15 %
Exercise price   $ 11.50  

F-21

LIV
CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

The key inputs into the
modified Black-Scholes model for the Private Warrants were as follows at initial measurement:

Input   December 13,

2019

(Initial
Measurement)
 
Risk-free interest rate         0.85 %
Expected term (years)     6.5  
Expected volatility     15 %
Exercise price   $ 11.50  

On December 13, 2019,
the fair value of the Private Warrants and Public Warrants were determined to be $0.91 and $0.77 per warrant for aggregate values of
$2.3 million and $5.4 million, respectively. On December 18, 2019, the overallotment date, the fair value of the Private Warrants and
Public Warrants were determined to be $0.91 and $0.77 per warrant for aggregate values of $0.3 million and $0.4 million, respectively.

Subsequent Measurement

The Warrants are measured
at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2019 is classified as Level
1 due to the use of an observable market quote in an active market. The fair value of the Private Warrants as of December 31, 2019 is
classified as Level 2 due to the use of a observable market quote in an active market for a similar instrument.

As of December 31, 2020,
the aggregate values of the Private Placement Warrants and Public Warrants were $3.4 million and $5.6 million, respectively.

The following table presents
the changes in the fair value of warrant liabilities:

    Private

Placement
    Public     Warrant

Liabilities
 
Fair value –   $     $     $  
Initial measurement on December 13, 2019 (Initial Public Offering)     2,349,781       5,420,671       7,770,452  
Measurement on December 18, 2019 (Over-Allotment)     215,587       813,101       1,028,688  
Change in valuation inputs or other assumptions     36,112       242,914       279,026  
Fair value as of December 31, 2019   $ 2,601,480     $ 6,476,686     $ 9,078,166  
Change in valuation inputs or other assumptions     796,615       (841,686 )     (45,071 )
Fair value as of December 31, 2020   $ 3,398,095     $ 5,635,000     $ 9,033,095  

Due to the use of quoted
prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company
had transfers out of Level 3 totaling $6,233,772 during the period from December 13, 2019 through December 31, 2019.

Level 3 financial liabilities
consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination
of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair
value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

F-22

LIV
CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL
STATEMENTS

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than
as described below or in these financial statements, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statements. 

On February 24, 2021, the Sponsor Commitment was amended
to provide for an aggregate of $650,000 in loans to the Company (see Note 5).

On May 9, 2021, the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with AgileThought, Inc., a Delaware corporation (“AT”), pursuant
to which, among other things, the Company will domesticate as a Delaware corporation (the “Domestication”) and AT will subsequently
be merged with and into the Company, whereupon the separate corporate existence of AT will cease and the Company will be the surviving
corporation (“Surviving Pubco”), on the terms and subject to the conditions set forth therein. The Merger Agreement and the
transactions contemplated thereby were unanimously approved by the Company’s board of directors of and the board of directors of
AT. As a result of the proposed business combination, each issued and outstanding Class A ordinary share and Class B ordinary share of
the Company will convert into a share of Class A common stock of Surviving Pubco (“Class A Common Stock”), and each issued
and outstanding warrant to purchase Class A ordinary shares of the Company will continue to be exercisable by its terms to purchase an
equal number of shares of Class A Common Stock.

Concurrently with the execution of the Merger
Agreement, the Sponsor and certain individuals (the “Insiders”) entered into a letter agreement (the “Sponsor Letter
Agreement”) with the Company and AT pursuant to which they agreed to vote all of their respective Class B ordinary shares of LIVK
(along with the Class A Common Stock into which such shares are converted as a result of the Domestication and the consummation of the
transactions contemplated by the Merger Agreement, the “Sponsor Shares”) in favor of the proposed business combination and
related transactions and to take certain other actions in support of the Merger Agreement, the proposed business combination and related
transactions. Sponsor and the Insiders also agreed that, subject to certain conditions, up to 20% of the Sponsor Shares would be deemed
to be “Deferred Sponsor Shares.” Sponsor and the Insiders also agreed that each of them will not transfer and, subject to
the achievement of certain milestones, may be required to forfeit, any such Deferred Sponsor Shares, subject to the terms of the Sponsor
Letter Agreement. Sponsor also waived certain anti-dilution protection to which it would otherwise be entitled in connection with the
PIPE Financing (as defined below).

In connection with the execution of the Merger
Agreement, the Company entered into subscription agreements with certain subscription investors pursuant to which the Company has agreed
to issue and sell to the subscription investors (the “PIPE Investors”), in the aggregate, $22,500,000 of LIVK’s Class
A Ordinary Shares (or 2,250,000 shares of Class A Common Stock into which such shares will convert in connection with the Domestication)
at a purchase price of $10.00 per share (the “PIPE Financing”). The closing of the PIPE Financing will occur immediately
prior to the closing of the proposed merger of the Company and AT, and is subject to customary closing conditions, including the satisfaction
or waiver of the conditions set forth in the Merger Agreement.

In addition, at the closing of the proposed business
combination, the Company, the Sponsor and certain other holders of Class A Common Stock will enter into an amended and restated registration
rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other matters, certain
stockholders of the Company and AT will be granted certain customary demand and “piggy-back” registration rights with respect
to their respective shares of Class A Common Stock.

F-23

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, 2020, 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. 

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander R. Rossi, certify that:

1. I
have reviewed this annual report on Form 10-K/A of LIV Capital Acquisition Corp. (the “Company”);
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
  4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
a. Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
  5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 13, 2021

/s/ Alexander R. Rossi  
Alexander R. Rossi  
Chairman of the Board and Chief Executive Officer  
(Principal Executive Officer)  

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Luis Rodrigo Clemente Gamero, certify that:

1. I have reviewed this annual report on Form 10-K/A of LIV Capital Acquisition Corp. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 13, 2021

/s/ Luis Rodrigo Clemente Gamero  
Luis Rodrigo Clemente Gamero  
Chief Financial Officer  
(Principal Financial Officer)  

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander R. Rossi, Chairman of the Board and Chief Executive Officer
of LIV Capital Acquisition Corp. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The
Annual Report of the Company on Form 10-K/A for the fiscal year ended December 31, 2020 (the “Annual Report”) fully complies
with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2021

/s/ Alexander R. Rossi  
Alexander R. Rossi  
Chairman of the Board and Chief Executive Officer  
(Principal Executive Officer)  

This certification accompanies the Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent
that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906
has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its
staff upon request.

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Luis Rodrigo Clemente Gamero, Chief Financial Officer of LIV Capital
Acquisition Corp. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:

1. The Annual Report of the Company on Form 10-K/A for the fiscal year ended December 31, 2020 (the “Annual Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2021

/s/ Luis Rodrigo Clemente Gamero  
Luis Rodrigo Clemente Gamero  
Chief Financial Officer  

This certification accompanies the Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent
that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff
upon request.

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