SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
address: 222 W. Las Colinas Boulevard, Ste. 1650E, Irving, TX 75039
TELEPHONE: (971) 501-1140
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 00857F100
of Reporting Person
Diego Hildebrando Zavala Gómez del Campo
Check the Appropriate Box if a Member of a Group (see instructions)
SEC USE ONLY
Source of Funds (see instructions)
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
Citizenship or Place of Organization
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
Percent of Class Represented by Amount in Row 11
Type of Reporting Person (see instructions)
|(1)||Includes 2,281,167 shares of Class A Common Stock that are held directly by Mr. Zavala.|
|(2)||This percentage set forth on the cover sheets is calculated based on 41,970,915 shares of the Issuer’s Class A Common Stock outstanding as of August 23, 2021.|
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Schedule 13D is being filed by the Reporting Person (as defined below) to report the acquisition of shares of Class A common stock (as defined below) of the Issuer (as defined below) on August 23, 2021 as described in Item 3 below.
Item 1. Security and Issuer
|a)||This statement on Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share (“Class A common stock”) of AgileThought, Inc., a Delaware corporation (f/k/a LIV Capital Acquisition Corp., a Cayman Islands exempted company, “LIVK”) (the “Issuer”).|
|b)||The principal executive offices of the Issuer are located at 222 W. Las Colinas Blvd., Suite 1650E, Irving, TX 75039.|
Item 2. Identity and Background
|a)||The person filing this statement is Diego Hildebrando Zavala Gómez del Campo (the “Reporting Person”).|
|b)||The address of the principal place of business of Mr. Zavala is 222 W. Las Colinas Blvd., Suite 1650E, Irving, TX 75039.|
|c)||The principal business of the Reporting Person is Vice President, M&A and Director of the Issuer.|
|d)||During the last five years, none of the Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).|
|e)||During the last five years, none of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.|
|f)||The Reporting Person is a citizen of Mexico.|
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person is deemed to beneficially own an aggregate of 2,281,167 shares of Class A common stock of the Issuer as reflected in this Schedule 13D. The consideration used to acquire beneficial ownership of the shares of Class A common stock of the Issuer consisted solely of securities of the entity formerly known as AgileThought, Inc., a Delaware corporation (“Legacy AT”). The Reporting Person acquired the shares of Class A common stock of the Issuer pursuant to the Agreement and Plan of Merger, dated as of May 9, 2021, by and among LIV Capital Acquisition Corp. (“LIVK”) and Legacy AT, pursuant to which Legacy AT was merged with and into LIVK, whereupon the separate existence of Legacy AT ceased and LIVK became the surviving company and subsequently changed its name to AgileThought, Inc.
Item 4. Purpose of Transaction
The response to Item 3 of this Schedule 13D is incorporated by reference herein.
The Reporting Person serves as the Issuer’s Vice President, M&A and as a member of the Issuer’s Board of Directors and as its Chief Executive Officer. In such capacity, the Reporting Person may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.
The Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person reserves the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Class A common stock or other securities of the Issuer, dispose of some or all of the shares of Class A common stock or other securities of the Issuer that he may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs). The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Item 5. Interest in Securities of the Issuer
(a)(b) The following information with respect to the ownership of the Class A common stock of the Issuer by the Reporting Person filing this Statement on Schedule 13D is provided as of the date of this filing:
of Class (2)
|Diego Hildebrando Zavala Gómez del Campo||2,281,167||2,281,167||0||2,281,167||0||2,281,167||5.4||%|
|(1)||Represents the number of shares of Class A common stock held by the Reporting Person.|
|(2)||This percentage set forth on the cover sheets is calculated based on 41,970,915 shares of the Issuer’s Class A common stock outstanding as of August 23, 2021.|
(c) Except as set forth in Item 4 hereof, the Reporting Person have not effected any transactions in the Class A common stock in the sixty (60) days preceding the date of this Schedule 13D.
(d) Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information furnished in Item 3 is incorporated into this Item 6 by reference.
Concurrently with the execution of the Agreement and Plan of Merger, dated May 9, 2021, (“Merger Agreement”) Mr. Zavala and certain other parties entered into voting and support agreements (collectively, the “Voting and Support Agreements”) in favor of LIVK and Legacy AT and their respective successors. In the Voting and Support Agreement, among other things, the Mr. Zavala agreed, with certain exceptions, to a lock-up for a period ending on the earlier of (a) the date that is 180 days from August 23, 2021 (the “Closing Date”) and (b) the date on which the closing price of shares of Class A common stock on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following 150 days following the Closing Date, with respect to any securities of the Issuer that Mr. Zavala received as merger consideration under the Merger Agreement.
On August 23, 2021, the Issuer, Mr. Zavala and certain other parties entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The A&R Registration Rights Agreement will terminate upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (as defined therein) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale (as defined therein).
Item 7. Material to Be Filed as Exhibits
|A.||Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.2 of LIVK’s Form 8-K/A (File No. 001-39157), filed with the SEC on May 11, 2021).|
|B.||Amended and Restated Registration Rights Agreement, dated August 23, 2021 between LIVK and certain security holders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on August 26, 2021).|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Date:||September 2, 2021|
|/s/ Diego Zavala|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)