8-A12B 1 d231936d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   86-2044161
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)

40 S. Main Street, #2550

Memphis, TN 38103

(Address of principal executive offices and zip code)

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

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant   The New York Stock Exchange
Class A Common stock, par value $0.0001 per share   The New York Stock Exchange
Warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share   The New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-253895

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants to purchase Class A common stock of Live Oak Crestview Climate Acquisition Corp., a Delaware corporation (the “Registrant”).

The description of the units, Class A common stock and warrants to purchase Class A common stock set forth under the caption “Description of Securities” in the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-253895), originally filed with the Securities and Exchange Commission on March 4, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. In addition, any description of such securities included in a form of prospectus or prospectus supplement relating to the Registration Statement subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Item 2.

Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference:

 

Exhibit
No.		   

Description

  3.1    Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-253895), filed with the Securities and Exchange Commission on March 4, 2021).
  3.2    Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-253895), filed with the Securities and Exchange Commission on September 3, 2021).
  3.3    Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-253895), filed with the Securities and Exchange Commission on March 4, 2021).
  4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-253895), filed with the Securities and Exchange Commission on April 2, 2021).
  4.2    Specimen Class  A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1/A (File No.  333-253895), filed with the Securities and Exchange Commission on April 2, 2021).
  4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-253895), filed with the Securities and Exchange Commission on April 2, 2021).
  4.4    Form of Public Warrant Agreement between Continental Stock Transfer  & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1/A (File No.  333-253895), filed with the Securities and Exchange Commission on July 15, 2021).
  4.5    Form of Private Warrant Agreement between Continental Stock Transfer  & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1/A (File No.  333-253895), filed with the Securities and Exchange Commission on July 15, 2021).
10.1    Form of Investment Management Trust Agreement between Continental Stock Transfer  & Trust Company and the Registrant (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No.  333-253895), filed with the Securities and Exchange Commission on April 2, 2021).

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.
Date: September 22, 2021      
    By:  

/s/ Gary K. Wunderlich, Jr.

    Name:   Gary K. Wunderlich, Jr.
    Title:   Chief Financial Officer, President and Secretary

 

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