Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Live Oak Mobility Acquisition Corp., a Delaware corporation (the "Corporation"),
was formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination,
involving the Corporation and one or more businesses (a "Business Combination").
The Amended and Restated Certificate of Incorporation of the Corporation (the
"Charter") provides that, prior to the consummation of the initial Business
Combination, the Corporation must provide all holders of shares of the
Corporation's Class A Common Stock included as part of the units sold in the
Corporation's initial public offering ("Offering Shares") with the opportunity
to have their Offering Shares redeemed upon the consummation of the initial
Business Combination pursuant to, and subject to the limitations of, the Charter
for cash equal to the applicable redemption price per share determined in
accordance with the Charter; provided, however, that the Corporation will only
redeem Offering Shares so long as (after such redemption), the Corporation's net
tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the
Securities Exchange Act of 1934, as amended (or any successor rule)), or of any
entity that succeeds the Corporation as a public company, will be at least
$5,000,001 either immediately prior to or upon consummation of the initial
Business Combination or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to the initial Business Combination.
In accordance with Financial Accounting Standards Board Accounting Standards
Codification 480, "Distinguishing Liabilities from Equity," redemption
provisions not solely within the control of the Corporation require common stock
subject to redemption to be classified outside of permanent equity. In the
Corporation's balance sheet as of March 4, 2021 included in the Corporation's
(i) Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the "SEC") on March 10, 2021 (the "March 4, 2021 Balance Sheet"),
(ii) financial statements as of March 31, 2021 and for the period from
January 15, 2021 (inception) through March 31, 2021 included in the
Corporation's Quarterly Report on Form 10-Q filed with the SEC on June 14, 2021
(the "Q1 2021 Financial Statements"), and (iii) financial statements as of
June 30, 2021 and for the three and six months ended June 30, 2021 included in
the Corporation's Quarterly Report on Form 10-Q filed with the SEC on August 16,
2021 (the "Q2 2021 Financial Statements" and, together with the March 4, 2021
Balance Sheet and the Q2 2021 Financial Statements, the "Financial Statements")
the Corporation classified a portion of its Class A Common Stock in permanent
equity, or total stockholders' equity, because the Corporation did not consider
redeemable stock classified as temporary equity as part of net tangible assets.
After discussion and evaluation, the Corporation has concluded that all of its
Class A Common Stock subject to possible redemption should be classified in
temporary equity.
On February 1, 2022, the Audit Committee of the Board of Directors of the
Corporation concluded, after discussion with the Corporation's management, that
the Financial Statements should no longer be relied upon due to changes required
to reclassify all of the Corporation's Class A Common Stock subject to possible
redemption in temporary equity. As such, the Corporation intends to file an
amendment to its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 reflecting this reclassification with respect to the Q1 2021
Financial Statements and the Q2 2021 Financial Statements (the "Amended Third
Quarter 10-Q"). The Corporation intends to reflect this reclassification with
respect to the March 4, 2021 Balance Sheet in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, to be filed with the SEC.
The Corporation does not expect any of the above changes will have any impact on
its cash position or cash held in the trust account.
The Corporation has discussed the matters disclosed in this Current Report on
Form 8-K with its independent registered public accounting firm,
WithumSmith+Brown, PC.
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