United States securities and exchange commission logo





                             November 24, 2020

       Andrea Tarbox
       Chief Financial Officer
       Live Oak Acquisition Corp
       774 A. Walker Rd.
       Great Falls, VA 22066

                                                        Re: Live Oak
Acquisition Corp
                                                            Registration
Statement on Form S-4
                                                            Filed October 28,
2020
                                                            File No. 333-249691

       Dear Ms. Tarbox:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-4 Filed October 28, 2020

       Cover Page

   1.                                                   Please include on your
cover page the anticipated ownership percentages of the combined
                                                        company, both before
and after taking into account the PIPE financing, and also clarify
                                                        the ownership of public
Live Oak shareholders as compared to the founding shareholders.
                                                        Please also disclose
Danimer's outstanding indebtedness as of a recent date (or explain the
                                                        anticipated amount as
of closing), and limit your cover to one page.
       Frequently Used Terms, page iv

   2.                                                   Please revise to
explain the Closing Per Share Merger Consideration with the use of a
                                                        formula and in plain
English. Please also revise the Summary section to the extent
                                                        appropriate to ensure
that your disclosures regarding the business combination
 Andrea Tarbox
FirstName LastNameAndrea
Live Oak Acquisition Corp Tarbox
Comapany 24,
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              2020 Oak Acquisition Corp
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         consequences are clear without frequent reliance on defined terms.
Questions and Answers About the Business Combination, page 1

3.       We refer to the penultimate Q&A on page 4. Please explain the last
sentence as it refers to
         Live Oak shareholders receiving shares in connection with the Closing.
4.       Please expand the second Q&A on page 5 to also cover the Live Oak
directors and
         officers, as we note that you state on page 149 you only need
7,500,001 or approximately
         37.5%, of the 20,000,000 Public Shares sold in your IPO to be voted in
favor of a
         transaction in order to proceed with the Business Combination.
Additionally, we note that
         you state in this Q&A that the Sponsor owns 5 million shares
representing an aggregate of
         20% of the outstanding shares. However, we note that footnote 1 to the
beneficial
         ownership table states that the 5 million shares reflected in the
Sponsor's ownership also
         includes 3 million shares underlying Live Oak Warrants that will
become exercisable
         only after the Closing. Please revise to clarify or otherwise
reconcile your disclosures.
Danimer, page 13

5.       Please disclose here, or where you deem appropriate in your Summary of
the Proxy
         Statement/Prospectus, that since inception, Danimer has primarily been
engaged in
         research and development and early stage commercial activities, and
has not produced
         PHA in large commercial quantities and may never become commercially
marketable.
Lock-Up Agreement, page 18

6.       Please revise to disclose the number of shares covered by such lock-up
agreements, and
         clarify which Danimer shareholders are considered to be Shareholder
Parties.
Risk Factors
Certain contracts granting exclusivity rights to customers may limit our
ability to sell products in
certain markets, page 33

7.       We note your statement that Danimer has entered into "certain"
customer agreements that
         contain non-compete provisions which could prevent you from selling
products to "certain
         prospective customers or entering certain markets," and which may have
a material and
         adverse impact on your business. Please expand your disclosures to
explain these
         provisions and potential impacts. In addition, in a separate risk
factor, as appropriate,
         please also discuss the risks arising from your substantial dependence
on a few customers,
         as you state that four customers in 2019 accounted for 65% of
Danimer's total revenue.
Danimer may not be able to generate sufficient cash to service all of our debt
and operating lease
obligations. . ., page 36

8.       Please expand on your discussion in the first paragraph to also
quantify your interest
         payments that will be required over the same period.
 Andrea Tarbox
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Live Oak Acquisition Corp Tarbox
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              2020 Oak Acquisition Corp
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Live Oak board of directors did not obtain a fairness opinion in determining
whether or not to
proceed with the Business Combination, page 45

9.       Please expand your risk factor disclosure to discuss the implications
of your board of
         directors being incorrect in its assessment of the Business
Combination.
New Danimer may redeem your unexpired Live Oak Warrants prior to their
exercise. . ., page 49

10.      You state that New Danimer may exercise its redemption rights even if
it is not able to
         register or qualify the underlying securities for sale. However, we
note your statements on
         page 182 and in your prospectus for your IPO that you may not exercise
your redemption
         right if the issuance of shares of common stock upon exercise of the
warrants is not
         exempt from registration or qualification under applicable state blue
sky laws or you are
         unable to effect such registration or qualification. Please revise to
clarify this.
Our Proposed Certificate of Incorporation will provide, subject to limited
exceptions, that the
courts. . ., page 50

11.      You state that the proposed certificate of incorporation will provide
that the federal courts
         will be the exclusive forum for actions under the Securities Act and
the Exchange Act.
         However, the proposed certificate of incorporation in Annex B only
provides that the
         federal courts will be the exclusive forum for Securities Act claims,
and states that the
         provision is not applicable to Exchange Act claims. In addition, your
discussion on page
         186 does not specifically provide for federal courts being the
exclusive forum for these
         types of claims. Please reconcile your disclosures.
Unaudited Pro Forma Condensed Combined Financial Statements , page 55

12.      Please present the historical and pro forma basic and diluted per
share amounts and the
         shares used to calculate such amounts for each scenario on the face of
the unaudited pro
         forma condensed combined statement of operations.
The Background of the Business Combination, page 67

13.      Please expand your discussion of the six other potential acquisition
targets considered by
         Live Oak and for which you engaged in "significant due diligence," and
the analysis and
         evaluation regarding them. With respect to the two potential targets
with whom you
         signed letters of intent, discuss all material proposal terms, and
explain why such
         transactions were not pursued. Also discuss how Live Oak and Danimer
resulted in an
         introductory meeting, and whether it was one of six the potential
targets considered.
14.      We note that Danimer has a history of net losses and that it has
significant indebtedness.
         We also note that Danimer has not produced PHA in large quantities.
Please expand your
         discussion here to discuss how you considered these factors.
15.      Expand on your discussion regarding the negotiation of the letters of
intent to state the
         cash requirements referenced in the July 21 initial letter of intent,
and disclose the
 Andrea Tarbox
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Live Oak Acquisition Corp Tarbox
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              2020 Oak Acquisition Corp
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         revisions of the letters that were proposed and negotiated between
July 26 and July 29.
         Please also discuss how the parties arrived at the exact terms of the
merger agreement,
         including the merger consideration and post-combination ownership
structure and
         percentages, and expand your discussion regarding negotiations for the
PIPE financing. In
         addition, throughout the Background section, please revise to specify
the individuals
         involved in the discussions to the extent material.
Live Oak Board of Directors' Reasons for the Approval of the Business
Combination, page 71

16.      Revise your discussion of the Comparable Materials Companies to
clearly show the
         underlying data for such companies. You also reference a median 2022
enterprise
         value/EBITDA multiple for Comparable Materials Companies but only
appear to have
         disclosed the range of such values for 2021 amounts. Additionally,
explain why the Live
         Oak board considered the projected enterprise value/revenue multiples
for 2022 to 2025,
         but only considered the projected enterprise value/EBITDA multiples
for 2024 and
         2025, how it determined to group certain companies into "Comparable
Materials
         Companies," "Comparable Natural Innovation Companies," and "Comparable
High
         Growth Sustainable Solutions Companies," and its consideration of the
different multiples
         in such groupings. Please also disclose whether any comparables were
excluded from the
         analyses, and, if so, the reasons for making such exclusions.
Certain Danimer Projected Financial Information, page 73

17.      We note your statement on page 74 that the projections are the
responsibility of Danimer's
         management. Please revise to clarify that you are responsible for the
information included
         in the registration statement. Additionally, please revise to explain
the assumptions with
         respect to production amounts reflected in the projections, and the
assumed completion
         dates of the Phase II expansion of the Kentucky Facility and the
construction of an
         additional greenfield PHA production facility.
Proposal No. 2 - The Charter Amendment Proposal, page 100

18.      We note your disclosures identifying the different provisions of the
certificate of
         incorporation that will be amended. Please provide us an analysis
explaining why you are
         not presenting the various amendments as separate proposals to the
shareholders. As
         examples only, we note that the amended certificate of incorporation
would change the
         voting threshold necessary to amend the bylaws, and increase the
number of authorized
         shares of common stock and preferred stock (and such an increase in
authorized
         shares exceeds the number needed for the merger consideration). Refer
to Rule 14a-
         4(a)(3) and, for additional guidance, refer to the interpretations
available at:

https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3.htm.
 Andrea Tarbox
FirstName LastNameAndrea
Live Oak Acquisition Corp Tarbox
Comapany 24,
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              2020 Oak Acquisition Corp
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Information About Danimer
Overview, page 118

19.      Please revise to substantiate your statement in the second paragraph
that Danimer is an
         "industry leader."
Intellectual Property, page 123

20.      Please revise to disclose the expiration dates for your material
issued patents, as well as
         expected duration for your material pending patent applications, and
clarify the nature of
         protection provided by such patents and pending applications. We note
your statement on
         page 35 that your patents and patent applications have durations
ranging from 2022 to
         2040. Please also disclose the amount of royalty interest (within a
ten percent range)
         retained by Procter & Gamble and state the expiration dates for the
applicable patents to
         clarify the royalty term.
Danimer Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Adjusted EBITDA, page 139

21.      Please revise the discussion in your results of operations on pages
139 and 141 to include
         a discussion of Net loss for the periods presented that precedes the
discussion of Adjusted
         EBITDA. Refer to Question 102.10 of the Compliance & Disclosure
Interpretations-Non-
         GAAP Financial Measures.
New Market Tax Credit Transactions , page F-13

22.      For the financing arrangements under the New Market Tax Credit (NMTC)
program with
         various parties, you determined that such arrangements contain a
variable interest entity
         (VIE) but Danimer is not the primary beneficiary of the VIEs. We also
note that you
         agreed to indemnify the Investors for any loss and the investors are
likely to exercise their
         put options at the end of the compliance period. Please tell us your
consideration of why
         you believe Danimer is not the primary beneficiary based on ASC
810-10-25-38, and the
         variable interest based on ASC 810-10-25-55 through 25-59. Tell us if
you consider the
         Investor to be a VIE and whether or not you believe the Investment
Funds and/or CDEs
         are considered silos. Clarify the basis for your accounting treatment
citing the applicable
         guidance used.
Meredian Holdings Group, Inc. d/b/a Danimer Scientific
Notes to Condensed Consolidated Financial Statements June 30, 2020
7. Operating Leases, page F-18

23.      You state that in December 2018 you purchased the Kentucky facility
and immediately
         sold it in a sale and leaseback transaction. We noted on pages 33, 120
and 138 that you are
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Live Oak Acquisition Corp Tarbox
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              2020 Oak Acquisition Corp
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         building out the facility and plan to spend an additional $100 million
toward expansion of
         the Kentucky facility. Tell us why the lease does not meet at least
one of the criteria in
         ASC 842-10-25-2 for a finance lease which would preclude
sale-leaseback accounting
         under ASC 842-40-25-2. Cite the applicable guidance you are using and
address who
         maintains control of the facility and why. In addition, provide us an
analysis of your
         accounting treatment for the buildout.
Exhibits

24.      We note that the assumption set forth in (iii) of your counsel's form
of opinion filed as
         Exhibit 5.1 assumes material facts underlying the opinion. Please file
a revised version of
         the executed opinion, or advise.
25.      We note that you have filed a form of short-form tax opinion as
Exhibit 8.1. We also note
         that the opinion states that the disclosures under the heading
Material U.S. Federal
         Income Tax Considerations of the Redemption and the Business
Combination    constitute
         accurate summaries of such matters in all material respects. Please
have counsel revise its
         opinion to clearly state that the disclosure in the tax consequences
section of the
         prospectus is the opinion of counsel, and file an executed version of
such opinion. Please
         also revise your disclosures to state the same and revise to remove
language that
         "generally" certain tax consequences will apply and express a firm
opinion for each
         material tax consequence or explain why such an opinion cannot be
given. Refer to
         Section III.B.2 of Staff Legal Bulletin 19.
General

26.      Please include a form of proxy card marked as    preliminary    in
your next amendment.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Andrea Tarbox
Live Oak Acquisition Corp
November 24, 2020
Page 7

       You may contact Christie Wong at 202-551-3684 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Courtney Lindsay at 202-551-7237 or Dorrie Yale at 202-551-8776 with
any other
questions.



                                                        Sincerely,
FirstName LastNameAndrea Tarbox
                                                        Division of Corporation
Finance
Comapany NameLive Oak Acquisition Corp
                                                        Office of Life Sciences
November 24, 2020 Page 7
cc:       Edward S. Best, Esq.
FirstName LastName