UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Live Oak Acquisition Corp. II
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
53804W106
(CUSIP Number)
October 8, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 53804W106
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
4,875,040
7
Sole Dispositive Power
0
8
Shared Dispositive Power
4,875,040
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,875,040
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
19.3%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 53804W106
1
Names of Reporting Persons
ACM ASOF VII (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
3,000,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,000,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
11.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 53804W106
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
445,040
7
Sole Dispositive Power
0
8
Shared Dispositive Power
445,040
9
Aggregate Amount Beneficially Owned by Each Reporting Person
445,040
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 53804W106
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
476,667
7
Sole Dispositive Power
0
8
Shared Dispositive Power
476,667
9
Aggregate Amount Beneficially Owned by Each Reporting Person
476,667
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 53804W106
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
953,333
7
Sole Dispositive Power
0
8
Shared Dispositive Power
953,333
9
Aggregate Amount Beneficially Owned by Each Reporting Person
953,333
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 53804W106
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,430,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,430,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,430,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
5.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 53804W106
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,430,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,430,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,430,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
5.7%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Live Oak Acquisition Corp. II (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
4921 William Arnold Rd, Memphis, TN 38117
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Capital Management LP (ACM);
ii. ACM ASOF VII (Cayman) Holdco LP (ASOF);
iii. Atalaya Special Purpose Investment Fund LP (ASPIF);
iv. Corbin Opportunity Fund, L.P. (COF);
v. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
vi. Corbin Capital Partners Group, LLC (CCPG); and
vii. Corbin Capital Partners, L.P. (CCP).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of ACM, ASOF,
and ASPIF is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address
of the principal business office of each of CEOF, CCPG, CCP, and COF is 590
Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, ASPIF, CEOF, CCP, and COF is a Delaware limited partnership.
CCPG is a Delaware limited liability company. ASOF is organized under the laws
of the Cayman Islands.
Item 2(d). Title and Class of Securities:
Class A common stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
53804W106
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of
4,875,040 Shares, which amount includes the (i) 3,000,000 Shares beneficially
owned by ASOF, (ii) 445,040 Shares beneficially owned by ASPIF, (iii) 953,333
Shares beneficially owned by CEOF and (iv) 476,667 Shares beneficially owned
by COF. Each of CCPG and CCP may be deemed the beneficial owner of 1,430,000
Shares, which amount includes the (i) 953,333 Shares beneficially owned by
CEOF and (ii) the 476,667 Shares beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 19.3% of Shares outstanding, which amount includes (i) 11.9%
of Shares outstanding beneficially owned by ASOF, (ii) 1.8% of Shares
outstanding beneficially owned by ASPIF, (iii) the 3.8% of Shares outstanding
beneficially owned by CEOF and (iv) 1.9% of Shares outstanding beneficially
owned by COF. Each of CCPG and CCP may be deemed the beneficial owner of
5.7% of Shares outstanding. These percentages are based on 25,300,000 Shares
outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed
on August 13, 2021.
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 4,875,040
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 4.875,040
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,000,000
ASPIF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 445,040
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 445,040
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 953,333
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 953,333
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 476,667
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 476,667
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,430,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,430,000
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,430,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,430,000
The Shares are directly held by ASOF, ASPIF, CEOF, and COF (the
Direct Holders). As ASPIF and ASOFs investment manager, ACM has the power to
vote and direct the disposition of all Shares held by ASPIF and ASOF. As CEOF
and COFs investment manager, CCP has the power to vote and direct the
disposition of all Shares held by CEOF and COF. This report shall not be deemed
an admission that ACM, CCPG, CCP, the Direct Holders or any other person is
the beneficial owner of the securities reported herein for purposes of Section
13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, ASOF, ASPIF, CEOF, COF, CCPG, and CCP may be deemed members of a
group, as defined in Rule 13d-5 under the Act, with respect to the Shares. Such
group may be deemed to beneficially own 4,875,040 Shares. COF, CEOF, CCPG, and
CCP disclaim beneficial ownership over the Shares held directly by ASOF and
ASPIF. ASOF, ASPIF, and ACM disclaim beneficial ownership over the Shares held
directly by CEOF and COF.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination under
240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 13, 2021
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: Atalaya Capital Management LP, its investment
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: Atalaya Capital Management LP, its investment manager
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence of
the representatives authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to shares of Class A common stock of Live Oak Acquisition Corp. II,
filed October 13, 2021 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: Atalaya Capital Management LP, its investment manager
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund LP
By: Atalaya Capital Management LP, its investment manager
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
October 13, 2021