Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Live Oak Acquisition Corp. II
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
53804W205**
(CUSIP Number)
December 3, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting persons initial filing on this
form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units,
each consisting of one share of Class A Common Stock
and one-third of one Redeemable Warrant (the Units).
The information required in the remainder of this
cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act
of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13G
CUSIP No.53804W205
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially
Owned by Each Reporting Person With:
5
Sole Voting Power
220,000
6
Shared Voting Power
1,430,000
7
Sole Dispositive Power
220,000
8
Shared Dispositive Power
1,430,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,650,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
6.5%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.
53804W205
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person With:
5
Sole Voting Power
0
6
Shared Voting Power
953,333
7
Sole Dispositive Power
0
8
Shared Dispositive Power
953,333
9
Aggregate Amount Beneficially Owned by Each Reporting Person
953,333
10
Check box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
[]
11
Percent of class represented by amount in row (9)
3.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.
53804W205
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,430,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,430,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,430,000
10
Check box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
[]
11
Percent of class represented by amount in row (9)
5.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.
53804W205
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,430,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,430,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,430,000
10
Check box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
[]
11
Percent of class represented by amount in row (9)
5.7%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.
53804W205
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting
Person With:
5
Sole Voting Power
0
6
Shared Voting Power
476,667
7
Sole Dispositive Power
0
8
Shared Dispositive Power
476,667
9
Aggregate Amount Beneficially Owned by Each Reporting Person
476,667
10
Check box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
[]
11
Percent of class represented by amount in row (9)
1.9%
12
Type of Reporting Person (See Instructions)
PN
Item 1(a). Name of Issuer:
Live Oak Acquisition Corp. II (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
4921 William Arnold Rd, Memphis, TN 38117
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the
following persons (collectively, the Reporting Persons):
i. Atalaya Capital Management LP (ACM);
ii. Corbin ERISA Opportunity Fund, Ltd. (Corbin);
iii. Corbin Capital Partners Group, LLC (CCPG);
iv. Corbin Capital Partners, L.P (CCP); and
v. Corbin Opportunity Fund, L.P. (COF).
ACM serves as sub-advisor to Corbin and COF, and in such capacity, exercises
discretionary investment authority over the Shares (as defined below)
underlying Units held directly by Corbin and COF.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM is One Rockefeller Plaza,
32nd Floor, New York, NY 10020. The address of the principal business office
of each of Corbin, CCPG, CCP, and COF is 590 Madison Avenue, 31st Floor,
New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, Corbin, CCP, and COF is a Delaware limited partnership. CCPG is a
Delaware limited liability company.
Item 2(d). Title and Class of Securities:
Class A Common Stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
53804W205
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [] Broker or dealer registered under
Section 15 of the Exchange Act (15
U.S.C. 78c);
(b) [] Bank as defined in Section 3(a)(6)
of the Exchange Act (15 U.S.C. 78c);
(c) [] Insurance company as defined in
Section 3(a)(19) of the Exchange Act
(15 U.S.C. 78c);
(d) [] Investment company registered
under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [] An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
(f) [] An employee benefit plan or
endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or
control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [] A savings association as defined
in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded
from the definition of an investment
company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed
the beneficial owner of 1,650,000 Shares underlying
Units, which amount includes the (i) 953,333 Shares
underlying Units beneficially owned by Corbin and
(ii) 476,667 Shares underlying Units beneficially
owned by COF. Each of CCPG and CCP may be deemed the
beneficial owner of 1,430,000 Shares underlying
Units.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed
the beneficial owner of approximately 6.5% of Shares
outstanding, which amount includes (i) the 3.8% of
Shares outstanding beneficially owned by Corbin and
(ii) 1.9% of Shares outstanding beneficially owned
by COF. Each of CCPG and CCP may be deemed the
beneficial owner of 5.7% of Shares outstanding.
(These percentages are based on 25,300,000 Shares
outstanding as reported in the Issuers Current
Report on Form 8-K filed on December 8, 2020).
Item 4(c). Number of shares as to which such
person has:
ACM:
(i) Sole power to vote or to direct the vote: 220,000
(ii) Shared power to vote or to direct the vote: 1,430,000
(iii) Sole power to dispose or to direct the disposition of: 220,000
(iv) Shared power to dispose or to direct the disposition of: 1,430,000
Corbin:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 953,333
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 953,333
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,430,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,430,000
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,430,000
(v) Sole power to dispose or to direct the disposition of: 0
(vi) Shared power to dispose or to direct the disposition of: 1,430,000
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 476,667
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 476,667
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, Corbin, CCPG, CCP, and COF may be deemed members of a group, as defined in
Rule 13d-5 under the Act, with respect to the Shares. Such group may be
deemed to beneficially own 1,650,000 Shares. Corbin, CCPG, and CCP disclaim
beneficial ownership over the Shares held directly by ACM.
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Atalaya Capital Management LP
By:/s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
December 14, 2020
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. A - Joint Filing Agreement
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A Common Stock of Live Oak Acquisition Corp. II,
filed December 14, 2020 is, and any amendments thereto (including amendments
on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
December 14, 2020