Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2023

 

 

Live Oak Mobility Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-40141		86-1492871
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

40 S. Main Street, #2550
Memphis, TN		38103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant		LOKM.U		The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		LOKM		The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share		LOKM WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 8.01

Other Events.

On March 1, 2023, Live Oak Mobility Acquisition Corp. (the “Company”) issued a press release announcing its decision to cancel the Special Meeting of Stockholders originally scheduled for March 2, 2023 and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on February 10, 2023 as supplemented by the proxy supplement filed with the SEC on February 22, 2023. The Company also announced that it expects to redeem all of its outstanding shares of Class A common stock sold as part of the units in its initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) because it will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Forward Looking Statements

This Current Report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, uncertainties relating to our ability to complete our initial business combination and those set forth in the “Risk Factors” section in the Definitive Proxy Statement and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022, and our Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, August 11, 2022, and November 9, 2022, and in other reports we file with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.		Description of Exhibits
99.1		Press Release, dated March 1, 2023.
104		Cover Page Interactive Data file (embedded within the inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 1, 2023				LIVE OAK MOBILITY ACQUISITION CORP.
				By:		/s/ Gary K. Wunderlich, Jr.
				Name:		Gary K. Wunderlich, Jr.
				Title:		President and Chief Financial Officer

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Exhibit 99.1

LIVE OAK MOBILITY ACQUISITION CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS AND ANTICIPATED REDEMPTION OF PUBLIC SHARES

MEMPHIS, Tenn., March 1, 2023 – Live Oak Mobility Acquisition Corp. (NYSE: LOKM, LOKM.U, LOKM WS) (“LOKM” or the “Company”) announced today the cancellation of its special meeting of stockholders (the “Special Meeting”) originally scheduled for March 2, 2023, and the withdrawal from consideration by the stockholders of LOKM of the proposals set forth in LOKM’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2023, as supplemented by the proxy supplement filed with the SEC on February 22, 2023 (the “Definitive Proxy Statement”).

LOKM expects that it will redeem all of its outstanding shares of Class A common stock sold as part of the units in LOKM’s initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) because LOKM will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation. LOKM expects to announce additional information on such redemption in the coming days.

About Live Oak Mobility Acquisition Corp.

Live Oak Mobility Acquisition Corp. is a blank check company incorporated in Delaware formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, uncertainties relating to our ability to complete our initial business combination and those set forth in the “Risk Factors” section in the Definitive Proxy Statement and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022, and our Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, August 11, 2022, and November 9, 2022, and in other reports we file with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact:

Gary K. Wunderlich, Jr.

Chief Financial Officer, President and Secretary

Live Oak Mobility Acquisition Corp.

[phone]

[e-mail]