Live Oak Crestview Climate Acquisition Corp. [LOCC] Filings

10-Q 1 locc-20220930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

LIVE OAK CRESTVIEW CLIMATE

ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware	001-40832	86-2044161
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

40 S. Main Street, #2550 Memphis, TN		38103
(Address Of Principal Executive Offices)		(Zip Code)

(901) 685-2865

Registrant’s telephone number, including area code

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

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, $0.0001 par value, and one-third of one redeemable warrant	LOCC.U	NYSE
Class A common stock included as part of the units	LOCC	NYSE
Redeemable warrants included as part of the units	LOCC WS	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 9, 2022 there were 20,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,000,000 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

Form 10-Q

For the quarterly period ended September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements Operations for the Three Months Ended September 30, 2022 and 2021, for the Nine Months Ended September 30, 2022 and for the Period from February 12, 2021 (Inception) Through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 , for the Three Months Ended September 30, 2021 and for the Period from February 12, 2021 (Inception) Through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from February 12, 2021 (Inception) Through September 30, 2021	5
	Notes to Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	602,655		$	1,861,218
Prepaid expenses		512,338			874,815
Total current assets		1,114,993			2,736,033
Investments held in Trust Account		201,085,744			200,004,310
Total Assets	$	202,200,737		$	202,740,343
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	24,278		$	116,923
Accrued expenses		—			610,748
Income tax payable		219,621			—
Franchise tax payable		96,000			55,636
Total current liabilities		339,899			783,307
Deferred legal fees		1,560,146			150,000
Deferred underwriting commissions		6,300,000			6,300,000
Total liabilities		8,200,045			7,233,307
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares at $10.034 and $10.000 per share as of September 30, 2022 and December 31, 2021, respectively		200,670,123			200,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no non-redeemable shares issued and outstanding as of September 30, 2022 and December 31, 2021		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		500			500
Additional paid-in capital		—			—
Accumulated deficit		(6,669,931	)		(4,493,464	)
Total stockholders’ deficit		(6,669,431	)		(4,492,964	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	202,200,737		$	202,740,343

The accompanying notes are an integral part of these unaudited condensed financial statements.

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For The Three Months Ended September 30,						For The Nine Months Ended September 30, 2022			For The Period From February 12, 2021 (Inception) Through September 30, 2021
	2022			2021
General and administrative expenses	$	168,124		$	34,886		$	2,197,539		$	37,307
General and administrative expenses - related party		45,000			15,000			135,000			15,000
Franchise tax expenses		50,000			50,274			151,672			126,077
Loss from operations		(263,124	)		(100,160	)		(2,484,211	)		(178,384	)
Other income:
Interest income from investments held in Trust Account		902,530			84			1,192,743			84
Interest income from operating account		2,085			—			4,746			—
Net income (loss) before income taxes		641,491			(100,076	)		(1,286,723	)		(178,300	)
Income tax expense		(179,469	)		—			(219,621	)		—
Net income (loss)	$	462,021		$	(100,076	)	$	(1,506,344	)	$	(178,300	)


Weighted average shares outstanding of Class A common stock, basic and diluted		20,000,000			869,565			20,000,000			353,982
Basic and diluted net income (loss) per share, Class A common stock	$	0.02		$	(0.02	)	$	(0.06	)	$	(0.03	)
Weighted average shares outstanding of Class B common stock, basic and diluted		5,000,000			5,000,000			5,000,000			4,891,775
Basic and diluted net income (loss) per share, Class B common stock	$	0.02		$	(0.02	)	$	(0.06	)	$	(0.03	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE three and nine months ended September 30, 2022


	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		—	$	—		5,000,000	$	500	$	—	$	(4,493,464	)	$	(4,492,964	)
Net loss		—		—		—		—		—		(1,805,773	)		(1,805,773	)
Balance - March 31, 2022 (unaudited)		—		—		5,000,000		500		—		(6,299,237	)		(6,298,737	)
Net loss		—		—		—		—		—		(162,592	)		(162,592	)
Increase in redemption value of Class A common stock subject to possible redemption		—		—		—		—		—		(52,698	)		(52,698	)
Balance - June 30, 2022 (unaudited)		—		—		5,000,000		500		—		(6,514,527	)		(6,514,027	)
Net income		—		—		—		—		—		462,021			462,021
Increase in redemption value of Class A common stock subject to possible redemption		—		—		—		—		—		(617,425	)		(617,425	)
Balance - September 30, 2022 (unaudited)		—	$	—		5,000,000	$	500	$	—	$	(6,669,931	)	$	(6,669,431	)

FOR THE three months ended September 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 12, 2021 (INCEPTION) THROUGH September 30, 2021


		Common Stock										Additional						Total
		Class A				Class B						Paid-In			Accumulated			Stockholder’s
		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - February 12, 2021 (inception)			—	$	—		—		$	—		$	—		$	—		$	—
Issuance of Class B common stock to Sponsor (1)			—		—		5,750,000			575			24,425			—			25,000
Net loss			—		—		—			—			—			(27,765	)		(27,765	)
Balance - March 31, 2021 (unaudited)			—		—		5,750,000			575			24,425			(27,765	)		(27,767	)
Net loss			—		—		—			—			—			(50,459	)		(50,459	)
Balance - June 30, 2021 (unaudited)			—	$	—		5,750,000		$	575		$	24,425		$	(78,224	)	$	(78,224	)
Sale of private placement warrants to Sponsor in private placement	-		—		—		—			—			7,000,000			—			7,000,000
Fair value of Public Warrants included in the Units sold in the Initial Public Offering							—			—			6,933,330			—			6,933,330
Offering costs associated with issuance of Public and Private Placement Warrants							—			—			(617,213	)		—			(617,213	)
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors	-		—		—		—			—			6,834,884			—			6,834,884
Forfeiture of Class B common stock	-		—		—		(750,000	)		(75	)		75			—			—
Accretion for Class A common stock to possible redemption amount	-		—		—		—			—			(20,175,426	)		(3,510,564	)		(23,685,990	)
Net loss	-		—		—		—			—			—			(100,076	)		(100,076	)
Balance - September 30, 2021 (unaudited)	-		—	$	0		5,000,000		$	500		$	0		$	(3,688,864	)	$	(3,688,289	)

(1)

This number includes up to 750,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option for the Company’s initial public offering was not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in 750,000 shares of Class B common stock that were subject to forfeiture being forfeited.

The accompanying notes are an integral part of these unaudited condensed financial statements.

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For The Nine Months Ended September 30, 2022			For The Period From February 12, 2021 (Inception) Through September 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(1,506,344	)	$	(178,300	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account		(1,192,743	)		(84	)
Changes in operating assets and liabilities:
Prepaid expenses		362,477			(13,524	)
Accrued expenses		(610,747	)		12,500
Deferred legal fees		1,410,146			—
Accounts payable		(92,645	)		50,212
Income tax payable		219,621			—
Franchise tax payable		40,364			126,077
Net cash used in operating activities		(1,369,871	)		(3,119	)

Cash Flows from Investing Activities:
Investment income released from Trust Account to pay for taxes		111,308			—
Cash deposited in Trust Account		—			(200,000,000	)
Net cash provided by (used in) investing activities		111,308			(200,000,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Proceeds from note payable to related party		—			125,500
Offering costs paid		—			(3,744,233	)
Repayment of note payable to related party		—			(125,500	)
Proceeds received from initial public offering, gross		—			200,000,000
Proceeds received from private placement		—			7,000,000
Net cash provided by financing activities		—			203,280,767

Net change in cash		(1,258,563	)		3,277,648

Cash - beginning of the period		1,861,218			—
Cash - end of the period	$	602,655		$	3,277,648

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	—		$	85,156
Offering costs included in accrued expenses	$	—		$	255,600
Deferred legal fees	$	—		$	150,000
Deferred underwriting commissions	$	—		$	6,300,000
Prepaid expenses included in accounts payable	$	—		$	1,003,275
Value of Class B common stock transferred to Anchor Investors at Initial Public Offering	$	—		$	6,834,884

The accompanying notes are an integral part of these unaudited condensed financial statements.

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations

Live Oak Crestview Climate Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to

Live Oak Crestview Climate Acquisition Corp. [LOCC] Filings
Live Oak Crestview Climate Acquisition Corp. [LOCC-UN] Filings
Live Oak Crestview Climate Acquisition Corp. [LOCC-WT] Filings
10-Q	[2022-11-09]
10-Q	[2022-08-11]
10-Q	[2022-05-16]
10-K	[2022-03-31]
10-Q	[2021-11-15]
S-1	[2021-03-04]

Live Oak Crestview Climate Acquisition Corp. [LOCC] Filings

Live Oak Crestview Climate Acquisition Corp. [LOCC-UN] Filings

Live Oak Crestview Climate Acquisition Corp. [LOCC-WT] Filings