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                             July 6, 2021

       Gary Wunderlich
       President
       Live Oak Crestview Climate Acquisition Corp.
       40 S Main Street, #2550
       Memphis, TN 38117

                                                        Re: Live Oak Crestview
Climate Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed on June 21,
2021
                                                            File No. 333-253895

       Dear Mr. Wunderlich:

             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.

       Amendment No. 3 to Registration Statement on Form S-1

       Financial Statements, page F-1

   1.                                                   Please provide updated
audited financial statements in your next amendment.
       Note 6. Stockholders Equity, page F-13

   2.                                                   You disclose that in
the event that you redeem public warrants, that any such exercise
                                                        would not be on a
"cashless" basis and would require the exercising holder to pay the
                                                        exercise price for each
warrant being exercised. You also disclose that private placement
                                                        warrants are identical
to the public warrants, except that the private placement warrants
                                                        may not be redeemed by
you and the holders of private placement warrants may elect to
                                                        exercise the warrants
on a "cashless" basis. Please provide us with your accounting
                                                        analysis to support the
classification of the private placement warrants as equity
 Gary Wunderlich
Live Oak Crestview Climate Acquisition Corp.
July 6, 2021
Page 2
         considering the difference in exercise basis compared to the public
warrants.
       You may contact Michelle Miller at 202-551-3368 or David Irving at
202-551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or Justin Dobbie at 202-551-3469 with any
other
questions.



FirstName LastNameGary Wunderlich                    Sincerely,
Comapany NameLive Oak Crestview Climate Acquisition Corp.
                                                     Division of Corporation
Finance
July 6, 2021 Page 2                                  Office of Finance
FirstName LastName