Sec Form 4 Filing - Tenzing LLC @ REVIVA PHARMACEUTICALS HOLDINGS, INC. - 2020-12-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Tenzing LLC 2. Issuer Name and Ticker or Trading Symbol REVIVA PHARMACEUTICALS HOLDINGS, INC. [ RVPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 250 WEST 55TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2020 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/14/2020 A 197,500 ( 2 ) ( 3 ) A 2,121,750 ( 1 ) ( 2 ) ( 3 ) D ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 ( 1 ) 12/14/2020 J( 5 ) 343,000 12/14/2020( 5 ) 12/14/2025( 5 ) Common Stock 343,000 ( 2 ) ( 3 ) 343,000 D ( 4 ) Warrants $ 11.5 ( 1 ) 12/14/2020 A 197,500 12/14/2020( 2 )( 3 ) 12/14/2025( 2 )( 3 ) Common Stock 197,500 ( 2 ) ( 3 ) 540,500 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tenzing LLC 250 WEST 55TH STREET NEW YORK, NY10019 X X SAXENA PARAG 250 WEST 55TH STREET NEW YORK, NY10019 X X Nayar Rahul 250 WEST 55TH STREET NEW YORK, NY10019 X Signatures /s/ Parag Saxena, Managing Member of Tenzing LLC 12/28/2020 Signature of Reporting Person Date /s/ Rahul Nayar, Managing Member of Tenzing LLC 12/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the consummation of the issuer's initial business combination on December 14, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the British Virgin Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding ordinary share of the issuer was converted into one share of the issuer's common stock (the "common stock") and each outstanding public warrant of the issuer was converted into a warrant to acquire the common stock. The reporting person held 1,924,250 ordinary shares prior to the Business Combination, which were converted into 1,924,500 shares of common stock upon the Domestication. ( 2 )In connection with the consummation of the Business Combination, Tenzing LLC (the "Reporting Person" or the "Sponsor") elected to convert an aggregate principal amount of $1,975,000 of promissory notes issued to the Sponsor by the issuer into 197,500 units, representing 197,500 shares of common stock and 197,500 warrants to purchase shares of common stock. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. ( 3 )The Reporting Person acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on December 14, 2020. Each warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants. ( 4 )These securities held by the Sponsor are beneficially owned by Rahul Nayar and Parag Saxena, the issuer's Chairman, and the managing members of the Sponsor, who have joint voting and dispositive power over the securities held by the Sponsor. Mr. Nayar and Mr. Saxena disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest. ( 5 )These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. These warrants were acquired in connection with the issuer's initial public offering. Each whole warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.