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United States securities and exchange commission logo
August 6, 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. 1 to
Registration Statement on Form S-4
Filed July 14, 2021
File No. 333-256880
Dear Mr. Hendrix:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
2, 2021, letter.
Amendment No. 1 Registration Statement on Form S-4
Summary Term Sheet, page 7
1. We note your revisions
and reissue comments 11-13 in part. Please revise the shareholder
ownership tables on
pages 9-10 and elsewhere in the prospectus to reflect an interim
redemption level; this
information may appear in notes to the tables. Include the same
interim redemption
level in the table of effective underwriting fees on page 168. In
addition, include a
table that shows for each redemption scenario the value per share
(based on post-business
combination equity value) of non-redeeming shareholders, with
rows showing the
dilutive effects of excluding initial shareholders and exercising
warrants, including any
necessary assumptions.
Richard J. Hendrix
FirstName LastNameRichard
Live Oak Acquisition Corp. IIJ. Hendrix
Comapany
August NameLive Oak Acquisition Corp. II
6, 2021
August
Page 2 6, 2021 Page 2
FirstName LastName
Questions and Answers about the Business Combination, page 12
2. We note the statement on page 17 that your shares and warrants are
expected to trade on
Nasdaq following the business combination. Please revise the statement
on the prospectus
front cover that you intend to list the shares and warrants of the
post-combination
company on the New York Stock Exchange to reconcile the apparent
inconsistency.
Please also clarify that your units, shares, and warrants will cease
to be listed on the New
York Stock Exchange and indicate when this will occur in relation to
the start of trading
on Nasdaq, revising the disclosure on page 26 and elsewhere as
appropriate.
Risk Factors, page 44
3. We note your response to our prior comment 5. Please disclose the
material risks to
unaffiliated investors presented by taking Navitas public through a
merger rather than an
underwritten offering. These could include a number of risks in
addition to the absence of
underwriter due diligence.
Pro Forma Condensed Combined Financial Information, page 109
4. We have reviewed your response to prior comment 10. Please revise note
6(c) on page
120 to also clarify that the pro forma earnings per share disclosures
do not include any
potentially issuable shares related to outstanding LOKB public and
private placement
warrants.
The Business Combination
Certain Navitas Projected Financial Information, page 159
5. You caution the reader "not to rely on the projections in making a
decision regarding the
Business Combination." While it may be appropriate to caution
investors not to place
undue reliance upon the financial forecasts, as you do in the
preceding sentence, you
should not tell readers not to rely upon them. Please revise your
disclosures accordingly.
The Business Combination
Interests of Certain Persons in the Business Combination, page 163
6. We note your response and reissue comment 20. Please revise to
describe and quantify all
the interests for each person individually. Please ensure that the
information is consistent
with the beneficial ownership information on page 268. 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, together with the loans extended, fees due, and
out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement,
regardless of the timing
thereof. Provide similar disclosure for LOKB s officers and
directors, if material. In
addition, describe the relationship between Live Oak Merchant Partners
and your
management, and quantify any interest that arises from the PIPE
transaction, if material.
Richard J. Hendrix
Live Oak Acquisition Corp. II
August 6, 2021
Page 3
The Business Combination
Material U.S. Federal Income Tax Considerations, page 169
7. In addition to disclosure regarding the exercise of redemption rights,
please discuss the
material tax consequences of the merger and related transactions to
your shareholders. In
this regard, we note that Article 8.04 of the Business Combination
Agreement indicates
that the parties intend for the business combination to constitute a
tax free
"reorganization" within the meaning of Section 368(a) of the Code, and
that these tax
consequences were discussed in the Offer filed pursuant to Rule 425 on
July 9, 2021. If
you believe the merger will be tax free, please disclose an opinion of
counsel that supports
this conclusion. Refer to Items 3(k) and 4(a)(6) of Form S-4, Item
601(b)(8) of
Regulation S-K, and Section III.A of Staff Legal Bulletin No. 19.
Market Price and Dividend Information, page 271
8. We note your response and reissue comment 35 in part. Please refer to
Item 17(b) of
Form S-K and provide the information required by Item 201 of
Regulation S-K in relation
to Navitas' shares, including information relating to dividends and
holders.
Change In Accountants, page 278
9. We have reviewed your response to prior comment 38. You currently
disclose that during
the fiscal year ended December 31, 2020 and through May 18, 2021,
Navitas did not
consult with its new accountant. Please revise the disclosure to
state, if true, that Navitas
did not consult with its new accountant during the years ended
December 31, 2019 and
2020 and through May 18, 2021. Refer to Item 304(a)(2) of Regulation
S-K.
Live Oak Acquisition II - Annual Financial Statements
Note 8 - Stockholders' Equity, page F-36
10. We have reviewed your response to prior comment 40. You now disclose on
page F-36
that there were 22,286,954 shares of Class A common stock subject to
possible
FirstName LastNameRichard J. Hendrix
redemption at December 31, 2020. As indicated on pages F-2 and F-22,
there were
Comapany NameLive
22,140,632 Oaksubject
shares Acquisition Corp.redemption
to possible II at December 31, 2020.
Please revise
Augustyour disclosure
6, 2021 Page 3 to correct this discrepancy.
FirstName LastName
Richard J. Hendrix
FirstName LastNameRichard
Live Oak Acquisition Corp. IIJ. Hendrix
Comapany
August NameLive Oak Acquisition Corp. II
6, 2021
August
Page 4 6, 2021 Page 4
FirstName LastName
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