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Prospectus Proxy Statement/Prospectus Dated December 16, 2020

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Prospectus Proxy Statement/Prospectus Dated December 16, 2020 PROSPECTUS PROXY STATEMENT/PROSPECTUS DATED DECEMBER 16, 2020 Dear Live Oak Acquisition Corp. Stockholders and Meredian Holdings Group, Inc. Shareholders: Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”), Green Merger Corp., a Georgia corporation and a wholly-owned subsidiary of Live Oak (“Merger Sub”), Meredian Holdings Group, Inc., doing business as Danimer Scientific, a Georgia corporation (“Danimer”), Live Oak Sponsor Partners, LLC, as representative for Live Oak, for certain purposes described in the Merger Agreement (the “Live Oak Representative”), and John A. Dowdy, Jr., as representative of the shareholders of Danimer for certain purposes described in the Merger Agreement (the “Shareholder Representative”) have entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Danimer, with Danimer surviving the merger and becoming a wholly-owned direct subsidiary of Live Oak (collectively with the other transactions described in the Merger Agreement, the “Business Combination”). As part of the Business Combination, Live Oak will change its name to “Danimer Scientific, Inc.” (“New Danimer”). All consideration for the Business Combination (other than any shareholders electing to exercise dissenters’ rights in accordance with applicable law and the payment of cash for any fractional shares) will be paid in the form of shares of Class A Common Stock, par value $0.0001 per share of Live Oak (the “Live Oak Class A Common Stock”) valued at $10.00 per share. In accordance with and subject to the terms of the Merger Agreement and customary adjustments set forth therein, the base aggregate merger consideration to be paid to Danimer’s shareholders as of the Closing Date (as defined below) in connection with the Business Combination is $450,000,000, which amount will be adjusted in accordance with the terms of the Merger Agreement. On October 3, 2020, Live Oak executed subscription agreements with certain investors for the sale of an aggregate of 21,000,000 shares of Live Oak Class A Common Stock at a purchase price of $10.00 per share for gross aggregate proceeds of $210.0 million (the “PIPE”). The closing of the sale of these shares will occur concurrently with the consummation of the Business Combination. It is anticipated that, upon the completion of the Business Combination, the ownership of New Danimer will be as follows: Before the PIPE After the PIPE Holder Shares Percentage Shares Percentage Danimer Shareholders ������������������������������������������������������������������������������������������������ 39,129,257 61.02% 39,129,257 45.96% PIPE Investors ������������������������������������������������������������������������������������������������������������ — — 21,000,000 24.67% Public Stockholders. 20,000,000 31.19% 20,000,000 23.49% Holders of Founder Shares . 5,000,000 7.80% 5,000,000 5.87% The amounts and percentages set forth above are illustrative and subject to a number of assumptions, including the amount of net indebtedness of Danimer on the calendar day immediately prior to Closing, which is assumed to be the same as Danimer’s net indebtedness, as of November 30, 2020, of $8,986,863. For further information on the other assumptions underlying these estimates, see “Summary of the Proxy Statement/Prospectus — Ownership of New Danimer After Closing.” In addition to the base merger consideration, Danimer’s shareholders will be entitled to receive, as additional consideration, up to an aggregate of 6,000,000 additional shares of Live Oak Class A Common Stock if the volume-weighted average price of Live Oak Class A Common Stock equals or exceeds certain thresholds for any twenty trading days within a 30-day trading period beginning on the six month anniversary of the Closing Date and ending on the third anniversary or fifth anniversary, as applicable, of the Closing Date. See “The Business Combination — Consideration” on page 83 for further information on the consideration being paid to the shareholders of Danimer. Live Oak’s units, Live Oak’s Common Stock and warrants are currently listed on the New York Stock Exchange, under the symbols “LOAK.U,” “LOAK” and “LOAK WS,” respectively. Live Oak has applied to list the shares of common stock and warrants of the combined company on the New York Stock Exchange under the symbols “DNMR” and “DNMR WS” upon the closing of the Business Combination. At the closing of the Business Combination, each unit will separate into its components consisting of one share of common stock and one half warrant. Live Oak is holding a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Live Oak special meeting of stockholders, which will be held exclusively via a live webcast at https://www.cstproxy.com/liveoakacq/sm2020, on December 28, 2020 at 10:00 a.m., Eastern time, unless postponed or adjourned to a later date, Live Oak will ask its stockholders to adopt the Merger Agreement thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus. To participate in the virtual meeting, a Live Oak shareholder of record will need the 12-digit control number included on your proxy card or instructions that accompanied your proxy materials. If a Live Oak shareholder holds his or her shares in “street name,” which means his or her shares are held of record by a broker, bank or other nominee, such Live Oak shareholder should contact his or her broker, bank or nominee to ensure that votes related to the shares he or she beneficially owns are properly counted. In this regard, such Live Oak shareholder must provide the record holder of his or her shares with instructions on how to vote his or her shares or, if such Live Oak shareholder wishes to attend the special meeting of stockholders and vote online, obtain a legal proxy from his or her broker, bank or nominee. The Live Oak special meeting webcast will begin promptly at 10:00 a.m., Eastern time. Live Oak shareholders are encouraged to access the Live Oak special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. In addition, Danimer will seek a written consent of Danimer’s shareholders as required to approve and adopt the Merger Agreement and the Business Combination contemplated thereunder. Such approval requires the holders of at least a majority of the shares of Danimer’s capital stock outstanding to affirmatively vote in favor of the approval and adoption of the Merger Agreement and the Business Combination. No additional approval or vote from any holders of any class or series of stock of Danimer will be necessary to adopt and approve the Merger Agreement and the Business Combination. As described in this proxy statement/prospectus, certain shareholders of Danimer representing a majority of the shares of Danimer Common Stock outstanding, are parties to support agreements with Live Oak whereby such shareholders have agreed to consent to approving the Business Combination and other proposed transactions (together, the “Proposed Transactions”) contemplated by the Merger Agreement. After careful consideration, the respective boards of directors of Live Oak and Danimer have unanimously approved the Merger Agreement and determined that it is advisable to consummate the Business Combination. The board of directors of Live Oak have also unanimously approved the other proposals described in this proxy statement/prospectus. The board of directors of Live Oak recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus (including each of the sub-proposals), and the board of directors of Danimer recommends that its shareholders sign and return to Danimer the written consent indicating their approval of the Business Combination, the Merger Agreement and related transactions. More information about Live Oak, Danimer and the Proposed Transactions is contained in this proxy statement/prospectus. Live Oak and Danimer urge you to read this proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 31 OF THIS PROXY STATEMENT/PROSPECTUS. On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination. Sincerely, Richard J. Hendrix Chief Executive Officer December 16, 2020 This proxy statement/prospectus is dated December 16, 2020 and is first being mailed to the stockholders of Live Oak on or about that date. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. 774A Walker Rd., Great Falls, VA 22066 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 28, 2020 To the Stockholders of Live Oak Acquisition Corp.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Live Oak Acquisition Corp., a Delaware corporation (“Live Oak,” “we,” “our” or “us”), will be held on December 28, 2020, at 10:00 a.m., Eastern time, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals. The special meeting will be held entirely online to allow for greater participation in light of the public health impact of the coronavirus (COVID-19) pandemic.
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