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United States securities and exchange commission logo
September 3, 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. 2 to
Registration Statement on Form S-4
Filed August 23,
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. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Interests of Certain Persons in the Business Combination, page 36
1. Given that your
sponsor, directors, and officers may receive reimbursement of certain
amounts, and the
deletion of the phrase "no amounts currently require reimbursement," we
reissue in part comment
20 of our letter dated July 2, 2021. Please specifically quantify
the aggregate dollar
amount and describe the nature of what the sponsor and its affiliates
have at risk that
depends on completion of a business combination. Include the current
value of securities
held, loans extended, fees due, and out-of-pocket expenses for which
the sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for
LOKB s officers and
directors, if material.
Richard J. Hendrix
FirstName LastNameRichard
Live Oak Acquisition Corp. IIJ. Hendrix
Comapany 3,
September NameLive
2021 Oak Acquisition Corp. II
September
Page 2 3, 2021 Page 2
FirstName LastName
Risk Factors, page 47
2. Given that you have now provided updated financial statements, please
revise the
disclosures presented throughout risk factors to refer to June 30,
2021 instead of March
31, 2021. In this regard, we note you discuss:
the amount of revenue Navitas derived from net sales to end
customers in China for
the three months ended March 31, 2021 on page 51;
the amount of revenue Navitas derived from net sales to end
customers in Asia for the
three months ended March 31, 2021 on page 62;
the amount of Navitas accumulated deficit as of March 31,
2021 on page 64;
the amount of Navitas research and development expense for
the three months ended
March 31, 2021 on page 68; and
the amount of Navitas reserve for doubtful accounts as of
March 31, 2021 on page
73.
Comparative Share Information, page 126
3. Please revise the basic and diluted historical net loss per share,
class B common stock,
for LOKB for the six months ended June 30, 2021 to properly describe
and designate the
amount as a loss and as a negative amount.
The Business Combination, page 133
4. We note your response to our prior comment 1 and reissue it in part.
Please revise your
disclosure to show the potential impact of redemptions on the per
share value of the shares
owned by non-redeeming shareholders by including a sensitivity
analysis showing a range
of redemption scenarios, including minimum, maximum, and interim
redemption levels.
The Business Combination
Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Considerations for Navitas Shareholders, page 177
5. We note the opinion of counsel that the business combination should
qualify for tax-free
treatment. Whenever there is significant doubt about the tax
consequences of the
transaction, it is permissible for the tax opinion to use should
rather than will, but
counsel providing the opinion must explain why it cannot give a
will opinion and
describe the degree of uncertainty in the opinion. Please also include
appropriate risk
factor disclosure. Please also revise the opinions filed as Exhibits
8.2 and 8.3 to have
counsel consent to being named in the registration statement. Please
refer to Sections
III.C.4 and D of Staff Legal Bulletin 19.
Beneficial Ownership of Securities, page 280
6. We note Navitas' press release dated August 23, 2021, identifies the
additional PIPE
investor as an affiliate of Atlantic Bridge, and that Mr. Long, a
Navitas director and
Richard J. Hendrix
FirstName LastNameRichard
Live Oak Acquisition Corp. IIJ. Hendrix
Comapany 3,
September NameLive
2021 Oak Acquisition Corp. II
September
Page 3 3, 2021 Page 3
FirstName LastName
expected director of the post-combination company, serves as a
managing partner of
Atlantic Bridge. Please revise to disclose the additional PIPE
investor's affiliation with
Atlantic Bridge. Please also confirm that the post-combination
beneficial share ownership
information will reflect the additional PIPE shares in relation to
Atlantic Bridge and Mr.
Long.
Financial Statements of Live Oak Acquisition Corp. II
Note 1 - Description of Organization and Business Operations, page F-6
7. You disclose on page 229 that you had working capital of $285,127 as
of June 30, 2021;
however, you disclose on page F-8 that you had working capital of
$245,127 as of June
30, 2021. Please revise your disclosure to address this apparent
discrepancy.
Consolidated Financial Statements of Navitas Semiconductor Limited
7. Share Based Compensation, page F-61
8. Please more fully explain the following:
Tell us how you determined the revised grant date fair value of
$5.53 per share for
the restricted common stock you issued during the interim period,
Tell us the facts and circumstances related to the subsequent
recession of the
restricted common stock you issued during the interim period, and
Explain to us how and why you believe the grant date fair value
of $.48 per share for
stock options you issued during the interim period is
appropriate.
Exhibits and Financial Statement Schedules, page II-2
9. Please revise the legal opinion filed as Exhibit 5.1 to remove the
assumption that the
registration statement will comply with all applicable laws; only its
effectiveness should
be assumed. Please also revise the penultimate paragraph of the
opinion, as this appears
to limit reliance, and make conforming revisions to the Legal Matters
section. Refer to
Section II.B.3. of Staff Legal Bulletin 19.
10. When counsel elects to file a short form tax opinion, the opinion and
the proxy
statement/prospectus both must state clearly that the discussion in
the proxy
statement/prospectus constitutes counsel s opinion. With respect to
Exhibit 8.1, we note
that counsel opines that the discussion under the caption "Material
U.S. Federal Income
Tax Consideration U.S. Federal Income Tax Considerations for Holders
of Class A
Common Stock" is accurate in all material respects. Please revise to
state that the
foregoing discussion is counsel s opinion. Refer to Sections III.B
and C of Staff Legal
Bulletin 19. We further note the assumption that the Registration
Statement is true,
complete, and correct and will remain so. This assumption appears
overbroad, since it
includes the tax discussion being opined upon; please revise
accordingly. Please also
revise the penultimate paragraph of the opinion to remove limitations
on reliance. See
Section III.D of Staff Legal Bulletin 19.
Richard J. Hendrix
Live Oak Acquisition Corp. II
September 3, 2021
Page 4
11. In your next amendment, please do not file the form of proxy as an
exhibit to the
registration statement. Refer to the note to paragraph (a)(3) of Exchange
Act Rule 14a-4.
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,
FirstName LastNameRichard J. Hendrix
Division of
Corporation Finance
Comapany NameLive Oak Acquisition Corp. II
Office of
Manufacturing
September 3, 2021 Page 4
cc: John Kupiec
FirstName LastName