ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
• | our being a company with no operating history and no revenues; |
• | our ability to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; |
• | our expectations around the performance of a prospective target business or businesses may not be realized; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | we may not be able to obtain additional financing to complete our initial business combination or reduce the number of stockholders requesting redemption; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, other significant outbreaks of infectious diseases or the military conflict in Ukraine); |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; and |
• | our financial performance following a business combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management. |
• | “4.95% anchor investors” are to the qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that each purchased (i) 990,000 units in our initial public offering and (ii) 62,500 founder shares from our sponsor at their original purchase price of approximately $0.003 per founder share; |
• | “9.0% anchor investor” are to the qualified institutional buyer or institutional accredited investor which is not affiliated with us, our sponsor, our directors or any member of our management and that purchased (i) 1,800,000 units in our initial public offering and (ii) 113,636 founder shares from our sponsor at their original purchase price of approximately $0.003 per founder share; |
• | “9.9% anchor investors” are to the qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that each purchased (i) 1,980,000 units in our initial public offering and (ii) 125,000 founder shares from our sponsor at their original purchase price of approximately $0.003 per founder share; |
• | “additional anchor investors” are to, collectively, the 4.95% anchor investors, the 9.0% anchor investor and the 9.9% anchor investors; |
• | “anchor investor” are to certain investment funds and accounts managed by Atalaya Capital Management LP (each of which is a member of our sponsor), which purchased an aggregate of $19,800,000 of units in our initial public offering; |
• | “common stock” are to our Class A common stock and our Class B common stock, collectively; |
• | “Crestview” are to Crestview Advisors, L.L.C. Crestview LOCC Investors, LLC, an affiliate of Crestview that is under common control with Crestview, is a managing member of our sponsor; |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “founder shares” are to shares of our Class B common stock held by our initial stockholders prior to our initial public offering, and held by our initial stockholders and our additional anchor investors after our initial public offering and, in each case, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” are to the initial public offering that was consummated by the Company on September 27, 2021; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
• | “Jefferies” are to Jefferies LLC, a book-running manager of our initial public offering; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our officers and directors; |
• | “NYSE” are to the New York Stock Exchange; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
• | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders, additional anchor investors and/or members of our management team to the extent our initial stockholders, additional anchor investors and/or members of our management team purchase public shares; provided that each initial stockholder’s, additional anchor investor’s and/or member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in such offering or thereafter in the open market); |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “sponsor” are to LOCC Sponsor, LLC, a Delaware limited liability company; Our sponsor is controlled by its managing members, Live Oak Merchant Partners and an affiliate of Crestview, and owned by members of our management, other members of our board of directors, Atalaya Capital Management LP and other individuals and institutions; |
• | “trust account” are to the trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer& Trust Company acting as trustee, into which we deposited certain proceeds from our initial public offering and the sale of the private placement warrants; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and |
• | “we,” “us,” “Company” or “our company” are to Live Oak Crestview Climate Acquisition Corp. |
Item 1. |
Business |
• | extensive experience in both investing in and operating in a variety of industries; |
• | managerial experience marketing and growing businesses; |
• | experience in sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; |
• | relationships with sellers, financing providers and target management teams; and |
• | experience in executing transactions in a variety of industries under varying economic and financial market conditions. |
• | have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; |
• | are at an inflection point or are able to take advantage of public currency in order to drive improved financial performance; |
• | have a diversified customer base better positioned to endure economic downturns and changes in the industry landscape; |
• | have strong, experienced management teams, or a platform that will allow us to assemble an effective management team with a track record of driving growth and profitability; |
• | provide a scalable platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental stockholder value post-acquisition; |
• | generate attractive returns on capital and have a compelling use for capital to achieve their growth strategy; |
• | exhibit unrecognized value or other characteristics that we believe have been overlooked by the marketplace based on our analysis and due diligence review; and |
• | can benefit from being publicly-traded, are prepared to be a publicly-traded company, are capable of generating consistent returns in excess of cost of capital, and can effectively utilize access to the capital markets. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors |
• | We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote any shares held by them, and the additional anchor investors have agreed to vote any founder shares held by them, in favor of such initial business combination, regardless of how our public stockholders vote. |
• | If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | The additional anchor investors may have different interests than our other public stockholders. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your redemption rights, unless we seek stockholder approval of the business combination. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an agreement for an initial business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. |
• | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time. |
• | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers or their affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed business combination and reduce the public “float” of our securities. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and other events (such as the military conflict in Ukraine) and the status of debt and equity markets. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Facilities |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved.] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Management’s Annual |
Report on Internal Controls over Financial Reporting |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
John P. Amboian |
60 | Chairman | ||
Ashton Hudson |
49 | Director | ||
Adam Klein |
44 |
Director | ||
Bhakti Mirchandani |
43 | Director | ||
Richard J. Hendrix |
56 | Chief Executive Officer and Director and Director | ||
Gary K. Wunderlich, Jr. |
52 |
President, Chief Financial Officer, Secretary and Director | ||
Adam J. Fishman |
42 | Chief Operating Officer |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors that beneficially owns shares of our common stock; and |
• | all of our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Outstanding Common Stock |
||||||
LOCC Sponsor, LLC (3)(4) |
5,000,000 | 20.0 | % | |||||
John P. Amboian |
— | — | ||||||
Richard J. Hendrix |
— | — | ||||||
Gary K. Wunderlich, Jr |
— | — | ||||||
Adam Fishman |
— | — | ||||||
Ashton Hudson |
— | — | ||||||
Adam Klein |
— | — | ||||||
Bhakti Mirchandani |
— | — | ||||||
All executive officers and directors as a group (seven individuals) |
— | — | ||||||
Atalaya Capital Management LP (5) |
1,980,000 | 7.9 | % | |||||
Adage Capital Partners, L.P. (6) |
1,800,000 | 7.2 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Live Oak Crestview Climate Acquisition Corp., 40 S Main Street, #2550, Memphis, TN 38103. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one |
(3) | Our sponsor is the record holder of such shares. Each of Live Oak Merchant Partners and Crestview LOCC Investors, LLC, an affiliate of Crestview that is under common control with Crestview, are the managing members of our sponsor, and as such, each has voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. Each of our officers and directors holds a direct or indirect interest in our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | Certain investment funds and accounts managed by Atalaya Capital Management LP are passive limited members in our sponsor. |
(5) | According to a Schedule 13G/A filed with the SEC on December 14, 2021 by Atalaya Capital Management LP, a Delaware limited partnership (“ACM”), (i) ACM is the investment manager of Atalaya Special Purpose Investment Fund II LP, a Delaware limited partnership (“ASPIF II”), ACM ASOF VII (Cayman) Holdco LP, a Cayman Islands exempted limited partnership (“ASOF”), and ACM Alameda Special Purpose Investment Fund II LP, a Cayman Islands exempted limited partnership (“Alameda”); and (ii) Corbin Capital Partners, L.P., a Delaware limited partnership (“CCP”), is the investment manager of Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company (“CEOF”), and Corbin Opportunity Fund, L.P., a Delaware limited partnership (“COF”). The shares reported herein are directly held by ASPIF II, ASOF, Alameda, CEOF and COF. As ASPIF II, ASOF and Alameda’s investment manager, ACM has the power to vote and direct the disposition of all shares held by ASPIF II, ASOF and Alameda. As CEOF and COF’s investment manager, CCP has the power to vote and direct the disposition of all shares held by CEOF and COF. ASPIF II, ASOF, Alameda, ACM, CEOF, Corbin Capital Partners GP, LLC, a Delaware limited liability company (“Corbin GP”), CCP and COF may be deemed members of a group, as defined in Rule 13d-5 under the Exchange Act, with respect to the shares. Such group may be deemed to beneficially own 1,980,000 shares. CEOF, COF, Corbin GP and CCP disclaim beneficial ownership over the shares held directly by ASPIF II, ASOF and Alameda. ASPIF II, ASOF and Alameda, and ACM disclaims beneficial ownership over the shares held directly by CEOF and COF. The address of the principal business office of each of ASPIF II, ASOF, Alameda and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of CEOF, COF, Corbin GP and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
(6) | According to a Schedule 13G filed with the SEC on October 7, 2021 by Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), the shares reported herein are directly owned by ACP. Adage Capital Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), is the general partner of ACP; Adage Capital Advisors, L.L.C., a Delaware limited liability company (“ACA”), is the managing member of ACPGP; Robert Atchinson is a managing member of ACA; and |
Phillip Gross is a managing member of ACA. ACP has the power to dispose of and the power to vote the Class A common stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A common stock beneficially owned by ACP. None of ACPGP, ACA, Mr. Atchinson or Mr. Gross directly own any Class A common stock. By reason of the provisions of Rule 13d-3 under the Exchange Act, ACPGP, ACA, Mr. Atchinson and Mr. Gross may be deemed to beneficially own the shares directly owned by ACP. The address of the business office of each of the reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accountant Fees and Services |
For the Period from February 12, 2021 (inception) through December 31, 2021 |
||||
Audit Fees |
$ | 96,820 | ||
Audit Related Fees |
$ | — | ||
Tax Fees |
$ | — | ||
All Other Fees |
$ | — | ||
|
|
|||
Total |
$ | 96,820 | ||
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
Page |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
Item 16. |
Form 10-K Summary |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Page |
||||
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-19 |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Investments held in Trust Account |
||||
|
|
|||
Total Assets |
$ |
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|
|
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Franchise tax payable |
||||
|
|
|||
Total current liabilities |
||||
Deferred legal fees |
||||
Deferred underwriting commissions |
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|
|
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Total liabilities |
||||
Commitments and Contingencies |
||||
Class A common stock subject to possible redemption, $ redemption value of $ |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ non-redeemable shares issued or outstanding |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
|||
|
|
General and administrative expenses |
$ | |||
General and administrative expenses - related party |
||||
Franchise tax expenses |
||||
|
|
|||
Loss from operations |
( |
) | ||
|
|
|||
Other income: |
||||
Interest income from investments held in Trust Account |
||||
Interest income from operating account |
||||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | |
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - February 12, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of private placement warrants to Sponsor in private placement |
— | — | — | — | — | |||||||||||||||||||||||
Fair value of Public Warrants included in the Units sold in the Initial Public Offering |
— | — | — | |||||||||||||||||||||||||
Offering costs associated with issuance of Public and Private Placement Warrants |
— | — | ( |
) | — | ( |
) | |||||||||||||||||||||
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Class B common stock |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Accretion for Class A common stock to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Accounts payable |
||||
Franchise tax payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net increase in cash |
||||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred legal fees |
$ | |||
Deferred underwriting commissions |
$ | |||
Value of Class B common stock transferred to Anchor Investors at Initial Public Offering |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the period from February 12, 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per common stock: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average common stock outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per common stock |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
Class A common stock subject to possible redemption |
$ |
|||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of (the “30-day redemption period”) to each warrant-holder; and |
• | if, and only if, the last reported sale price of the Class A common stock has been at least $ the day period ending on the third trading day before the Company sends the notice of redemption to the warrant-holders. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account - Money Market Fund |
$ | $ | $ |
For The Period from February 12, 2021 (inception) Through December 31, 2021 |
||||
Current |
||||
Federal |
$ | |||
State |
||||
Deferred |
||||
Federal |
||||
State |
||||
Change in Valuation allowance |
( |
) | ||
|
|
|||
Income tax provision |
$ | |||
|
|
December 31, 2021 |
||||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | |||
Net operating loss carryforwards |
||||
|
|
|||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | |||
|
|
For The Period from February 12, 2021 (inception) Through December 31, 2021 |
||||
Statutory federal income tax rate |
% | |||
Change in valuation allowance |
( |
)% | ||
|
|
|||
Income Tax Expense |
% | |||
|
|
LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP. | ||||||
Dated: March 31, 2022 |
By: |
/s/ Richard J. Hendrix | ||||
Richard J. Hendrix | ||||||
Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Richard J. Hendrix |
Chief Executive Officer and Director |
March 31, 2022 | ||
Richard J. Hendrix |
||||
/s/ Gary K. Wunderlich, Jr. |
President, Chief Financial Officer, Secretary and Director |
March 31, 2022 | ||
Gary K. Wunderlich, Jr. |
||||
/s/ John P. Amboian |
Chairman of the Board |
March 31, 2022 | ||
John P. Amboian |
||||
/s/ Ashton Hudson |
Director |
March 31, 2022 | ||
Ashton Hudson |
||||
/s/ Adam Klein |
Director |
March 31, 2022 | ||
Adam Klein |
||||
/s/ Bhakti Mirchandani |
Director |
March 31, 2022 | ||
Bhakti Mirchandani |