References to the "Company," "Live Oak Mobility Acquisition Corp.," "Live Oak,"
"our," "us" or "we" refer to Live Oak Mobility Acquisition Corp. The following
discussion and analysis of the Company's financial condition and results of
operations should be read in conjunction with the unaudited interim condensed
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.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated in Delaware on January 15, 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 (the "Business Combination"). 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 Live Oak Mobility Sponsor Partners, LLC, a Delaware limited
liability company (the "Sponsor"). The registration statement for our Initial
Public Offering was declared effective on March 1, 2021. On March 4, 2021, we
consummated our Initial Public Offering of 25,300,000 units (the "Units" and,
with respect to the Class A common stock included in the Units being offered,
the "Public Shares"), including 3,300,000 additional Units to cover
over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, generating
gross proceeds of $253.0 million, and incurring offering costs of approximately
$13.1 million, of which approximately $8.0 million and $150,000 was for deferred
underwriting commissions and deferred legal fees, respectively.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 5,000,000 warrants (each, a
"Private Placement Warrant" and collectively, the "Private Placement Warrants")
at a price of $1.50 per Private Placement Warrant to the Sponsor, generating
proceeds of $7.5 million.
Upon the closing of the Initial Public Offering, including the full exercise of
the over-allotment option by the underwriters, and the Private Placement,
$253.0 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement was placed in a
trust account ("Trust Account") located in the United States with Continental
Stock Transfer & Trust Company acting as trustee, and will be 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 of 1940, as amended (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 the 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.
The Company 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

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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 the Initial Public Offering, or March 4, 2023, or during any extended
period of time that we may have to consummate a Business Combination as a result
of an amendment to the Certificate of Incorporation (the "Combination 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 the
Company's obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law.
Liquidity and Capital Resources
As of September 30, 2021, we had approximately $1.7 million in our operating
bank account and working capital of approximately $1.5 million.
Our liquidity needs prior to the consummation of the Initial Public Offering
were satisfied through a payment of $25,000 from the Sponsor to purchase the
Founder Shares (as defined below), and the loan proceeds from the Sponsor of
$45,000 under a promissory note. We repaid the promissory note in full on
March 4, 2021. Subsequent to the consummation of the Initial Public Offering,
our liquidity has been satisfied through the net proceeds from the consummation
of the Private Placement held outside of the Trust Account.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor,
or certain of our officers and directors 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 these funds 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 the Company's financial position,
results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of the condensed financial
statements included in this Quarterly Report on Form 10-Q. The condensed
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 September 30, 2021 was in preparation
for our formation and the Initial Public Offering, and, subsequent to the
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 three months ended September 30, 2021, we had net income of
approximately $3.0 million, which consisted of approximately $3.3 million of
non-operating
gain resulting from the change in fair value of derivative warrant liabilities,
approximately $6,000 of income from investments in the Trust Account, and $2,000
of income from operating account, offset by approximately $245,000 in general
and administrative expenses, $45,000 in general and administrative
expenses-related party, and approximately $50,000 in franchise tax expense.

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For the period from January 15, 2021 (inception) through September 30, 2021, we
had a net loss of approximately $506,000, which consisted of approximately
$819,000 general and administrative expenses, $105,000 in general and
administrative expenses-related party, approximately $140,000 in franchise tax
expense, $1.8 million loss on issuance of private placement warrants,
approximately $387,000 in offering costs allocated to derivative warrant
liabilities, and approximately $2.7 million
non-operating

partially offset by gain resulting from the change in fair value of derivative
warrant liabilities, approximately $15,000 of income from investments in the
Trust Account, and $5,000 of income from operating account.
Contractual Obligations
Administrative Support Agreement
Commencing on March 1, 2021 through the earlier of consummation of the initial
Business Combination or our liquidation, we agreed to pay the Sponsor a total of
$15,000 per month for office space, utilities and secretarial and administrative
support.
The 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 the 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 the Company's
behalf.
We incurred approximately $45,000 and $105,000 in general and administrative
expenses-related party in the accompanying condensed statements of operations
for the three months ended September 30, 2021 and for the period
from January 15, 2021 (inception) through September 30, 2021, respectively.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that
may be issued upon conversion of the 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 the
Working Capital Loans) are entitled to registration rights pursuant to a
registration rights agreement signed upon the consummation of the Initial Public
Offering. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In
addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the completion of the 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 the Initial Public
Offering to purchase up to 3,300,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and
commissions. The underwriters exercised their over-allotment option in full on
March 4, 2021.
Except for the Affiliated Units as described below, the underwriters were
entitled to an underwriting discount of $0.20 per Unit, or approximately
$4.6 million in the aggregate, paid upon the closing of the Initial Public
Offering. In addition, the underwriters will be entitled to a deferred fee of
$0.35 per Unit, or approximately $8.0 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 the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
The underwriters agreed that they would not receive any underwriting discounts
or commissions on the Affiliated Units. As a result, the underwriters did not
receive $495,000 of the 2% upfront underwriting discount and will not receive
$866,250 of the 3.5% deferred underwriting discount (to the extent the deferred
underwriting discount becomes payable), in each case attributable to the
Affiliated Units.

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Critical Accounting Policies
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such
instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and
Hedging" ("ASC 815"). The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the "Public
Warrants") and the Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, the Company recognizes the
warrant instruments as liabilities at fair value and adjusts the instruments to
fair value at each reporting period. The liabilities are subject to
re-measurement
at each balance sheet date until exercised. The fair value of the Public
Warrants issued in connection with the Public Offering has been estimated using
a binomial lattice model in a risk-neutral framework. The fair value of the
Private Placement Warrants has been estimated using a Black-Scholes option
pricing model. The determination of the fair value of the warrant liability may
be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative warrant
liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.
Class A Common Stock Shares Subject to Possible Redemption
The Company accounts for its 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 the Company's control) are classified as temporary equity. At all other
times, Class A common stock is classified as stockholders' equity. The Company's
Class A common stock feature certain redemption rights that are considered to be
outside of the Company's control and subject to the occurrence of uncertain
future events. Accordingly, as of Initial Public Offering, 25,300,000 shares of
Class A common stock subject to possible redemption is presented at redemption
value as temporary equity, outside of the stockholders' equity section of the
Company's balance sheet.
Effective with the closing of the Initial Public Offering and the over-allotment
option, the Company 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.
Net Income (Loss) Per Share of Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." The Company has two classes of shares, which
are referred to as Class A common stock and Class B common stock. Income and
losses are shared pro rata between the two classes of shares. Net income (loss)
per common share is calculated by dividing the net income (loss) by the weighted
average shares of common stock outstanding for the respective period.
The calculation of diluted net income (loss) per share of common stock does not
consider the effect of the warrants underlying the Units sold in the Initial
Public Offering (including the consummation of the Over-allotment) and the
private placement warrants to purchase an aggregate of 10,060,000 shares of
Class A common stock in the calculation of diluted income (loss) per share,
because their exercise is contingent upon future events and their inclusion
would be anti-dilutive under the treasury stock method. As a result, diluted net
income (loss) per share is the same as basic net income (loss) per share for the
three and nine months ended September 30, 2021. Accretion associated with the
redeemable Class A common stock is excluded from earnings per share as the
redemption value approximates fair value.

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Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU")
No. 2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU
2020-06
also removes certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it simplifies the
diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06
on January 15, 2021 using the modified retrospective method for transition.
Adoption of the ASU
2020-06
did not impact the Company's financial position, results of operations or cash
flows.
The Company's management does not believe that any other recently issued, but
not yet effective, accounting standards updates, if currently adopted, would
have a material effect on the Company's condensed financial statements.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
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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