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United States securities and exchange commission logo
September 15, 2021
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. II
40 S Main Street, #2550
Memphis, TN 38103
Re: Live Oak
Acquisition Corp. II
Amendment No. 3 to
Registration Statement on Form S-4
Filed September 10,
2021
File No. 333-256880
Dear Mr. Hendrix:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-4 Filed September 10, 2021
General
1. We note that the proxy
statement/prospectus is missing information such as the
LOKB record and special
meeting dates, the number of shares of LOKB common stock
and preferred stock to
be authorized in the amendment to your charter, the value of Class
A common stock from
PIPE investors on page 9, the value of sponsor and founders stock
on pages 21, 22, 23 and
88, and per share market price on pages 19 and 291. Please
include this
information, and any other missing information, in a pre-effective
amendment.
Richard J. Hendrix
FirstName LastNameRichard
Live Oak Acquisition Corp. IIJ. Hendrix
Comapany 15,
September NameLive
2021 Oak Acquisition Corp. II
September
Page 2 15, 2021 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeff Gordon at 202-551-3866 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Sherry Haywood at 202-551-3345
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: John Kupiec