United States securities and exchange commission logo
February 23, 2021
Gary Wunderlich
President and Chief Financial Officer
Live Oak Mobility Acquisition Corp.
4921 William Arnold Road
Memphis, TN 38117
Re: Live Oak Mobility
Acquisition Corp.
Form S-1 filed
January 27, 2021
File No. 333-252453
Dear Mr. Wunderlich:
We have reviewed your
registration statement and have the following comments.
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.
Form S-1 filed January 27, 2021
Cover page
1. We note that the
"anchor investor" is made up of members of the sponsor and that it owns
an indirect interest in
the founder shares held by the sponsor. Please revise here and
where similar
disclosure appears, to quantify the number of founder shares or percentage
interest in the founder
shares that is owned by the anchor investor. Please also describe
this relationship
between the sponsor and anchor investor in your disclosure captioned
"Expressions of
interest," and revise disclosures regarding the founder shares and
relationships and
related party transactions to clarify whether the anchor investor has the
right to control the
sponsor or vote or dispose of the founder shares.
Founder shares, page 17
2. Where you describe your
letter agreement with the sponsor in which the sponsor waives
redemption rights with
respect to public shares and agrees to vote public shares in favor of
the initial business
combination, here and elsewhere in the prospectus, please clarify, if
Gary Wunderlich
Live Oak Mobility Acquisition Corp.
February 23, 2021
Page 2
true, that the sponsor's waivers and agreements do not apply to public
shares held by
members of the sponsor that purchased in their capacity as the "anchor
investor."
Underwriting, page 160
3. We note that the underwriters currently intend to make a market in the
units following the
completion of the offering. Please file alternative pages for the
market-making prospectus
and include an explanatory note before the cover page of the
prospectus.
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 Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any
other
questions.
FirstName LastNameGary Wunderlich Sincerely,
Comapany NameLive Oak Mobility Acquisition Corp.
Division of
Corporation Finance
February 23, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName