References to "we," "us," "our" or the "Company" are to Live Oak Crestview Climate Acquisition Corp., except where the context requires otherwise. References to our "management" or our "management team" are to our officers and directors, and references to the "sponsor" are to LOCC Sponsor, LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated in Delaware on February 12, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.



Our sponsor is LOCC Sponsor, LLC, a Delaware limited liability company. The
registration statement for our initial public offering was declared effective on
September 22, 2021. On September 27, 2021, we consummated our initial public
offering of 20,00,000 units. Each unit consists of one share of our Class A
common stock, par value $0.0001 per share, and
one-third
of one redeemable warrant, with each whole warrant entitling the holder thereof
to purchase one share of our Class A common stock for $11.50 per share. The
units were sold at a price of $10.00 per unit, generating gross proceeds to us
of $200,000,000.

Simultaneously with the closing of our initial public offering, we consummated the private placement of 4,666,666 private placement warrants at a price of $1.50 per private placement warrant to our sponsor, generating proceeds of $7.0 million.



Upon the closing of our initial public offering and the private placement of
private placement warrants, a total of $200,000,000, comprised of $196,400,000
of the proceeds from our initial public offering (which amount includes
$6,300,000 of deferred underwriting commissions) and $3,600,000 of the proceeds
from the sale of the private placement warrants, was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee, and invested only in U.S. government treasury bills with a maturity
of 185 days or less or in money market funds investing solely in U.S. Treasuries
and meeting certain conditions under Rule
2a-7
under the Investment Company Act, as determined by us, until the earlier of:
(i) the completion of a business combination and (ii) the distribution of the
trust account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of our initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that we will be able to complete a business combination successfully. We must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial business combination. However, we will only complete a business combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a business combination within 24 months from the closing of our initial public offering, or September 27, 2023, or during any extended period of time that we may have to consummate a business combination as a result of an amendment to our amended and restated certificate of incorporation (the "Combination


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Period"), we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the
board of directors, liquidate and dissolve, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.

Liquidity and Capital Resources

As of December 31, 2021, we had approximately $1.9 million in our operating bank account and working capital of approximately $2.0 million.

Our liquidity needs prior to the consummation of our initial public offering were satisfied through a payment of $25,000 from our sponsor to purchase the founder shares, and the loan proceeds from our sponsor of $125,500 under a promissory note. We repaid the promissory note in full on September 27, 2021. Subsequent to the consummation of our initial public offering, our liquidity has been satisfied through the net proceeds from the consummation of our initial public offering and the private placement of the private placement warrants held outside of the trust account.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using the funds held outside of the trust account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to December 31, 2021 was in preparation for our formation and our initial public offering, and, subsequent to our initial public offering, identifying a target company for a business combination. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the period from February 12, 2021 (inception) through December 31, 2021, we had net loss of approximately $983,000, which consisted of general and administrative expenses of approximately $934,000, and franchise tax expenses of approximately $56,000; offset by income from investments held in the Trust Account of approximately $4,000 and by income from investments held in the operating account of approximately $2,000.

Contractual Obligations

Administrative Support Agreement

On September 22, 2021, we entered into an agreement with an affiliate of our sponsor, pursuant to which we agreed to pay such affiliate a total of $15,000 per month for utilities and secretarial and administrative support through the earlier of consummation of our initial business combination and our liquidation.


Our sponsor, officers and directors, or any of their respective affiliates, will
be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
business combinations. The audit committee will review on a quarterly basis all
payments that were made to our sponsor, officers, directors or their affiliates
and will determine which expenses and the amount of expenses that will be
reimbursed. There is no cap or ceiling on the reimbursement of
out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.

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We incurred approximately $60,000 in general and administrative expenses-related party in the accompanying statement of operations for the period from February 12, 2021 (inception) through December 31, 2021.

Registration Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans, if any (and any shares of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of our initial public offering. The holders of at least $25 million in value of these securities are entitled to demand that we file a registration statement covering such securities and to require us to effect up to an aggregate of three underwritten offerings of such securities, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement



We granted the underwriters a
45-day
option from the date of the underwriting agreement for our initial public
offering to purchase up to 3,000,000 additional units to cover over-allotments,
if any, at our initial public offering price less the underwriting discounts and
commissions. On November 8, 2021, the over-allotment option expired unexercised.

The underwriters agreed not to take any commissions for the 2,000,000 units sold to certain investors identified by our sponsor. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.6 million in the aggregate, paid upon the closing of our initial public offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per unit, or $6.3 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders' equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of our initial public offering, 20,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' deficit section of our balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of our initial public offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.


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Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on our financial statements.

Off-Balance

Sheet Arrangements



As of December 31, 2021, we did not have any
off-balance
sheet arrangements.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.

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