Item 1.01. Entry into a Material Definitive Agreement
General
On December 11,
2020, Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”), Green Merger Corp., a Georgia
corporation (“Merger Sub”), Meredian Holdings Group, Inc., a Georgia corporation d/b/a Danimer Scientific
(the “Company”), 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 the Company for certain purposes described in the Merger Agreement (the
“Shareholder Representative”), entered into Amendment No. 2 (the “Amendment No. 2”) to
the Agreement and Plan of Merger, dated as of October 3, 2020, and as amended by Amendment No. 1 thereto, dated as of October
8, 2020, by and among Live Oak, Merger Sub, the Company, the Live Oak Representative and the Shareholder Representative (as
amended, the “Merger Agreement”). Capitalized terms used in this Current Report on Form 8-K but not
otherwise defined herein have the meanings given to them in the Merger Agreement.
Amendment No. 2
amends and restates Section 2.12 of the Merger Agreement to amend the numerator of the Award Exchange Ratio to be the Closing
Per Share Merger Consideration multiplied by the fair market value of a share of Live Oak Class A Common Stock on the Closing
Date.
The foregoing
description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions
of Amendment No. 2, a copy of which is filed as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
Important Information and Where to Find
It
In connection with
the Proposed Transactions, Live Oak has filed a registration statement on Form S-4, including a proxy statement/prospectus (as
amended to date, the “Registration Statement”), with the SEC, which includes a preliminary proxy statement to
be distributed to holders of Live Oak’s Common Stock in connection with Live Oak’s solicitation of proxies for the
vote by Live Oak’s stockholders with respect to the Proposed Transactions and other matters as described in the Registration
Statement and a prospectus relating to the offer of the securities to be issued to the Company’s Shareholders in connection
with the Proposed Transactions. After the Registration Statement has been declared effective, Live Oak will mail a definitive proxy
statement/prospectus, when available, to its stockholders. Investors and security holders and other interested parties are urged
to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their
entirety when they become available because they will contain important information about Live Oak, the Company and the Proposed
Transactions. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive
proxy statement/prospectus (when available) and other documents filed with the SEC by Live Oak through the website maintained by
the SEC at http://www.sec.gov, or by directing a request to: Live Oak Acquisition Corp., 774A Walker Rd, Great Falls, VA 22066
or (901) 985-2865.
Participants in the Solicitation
Live Oak and the Company
and their respective directors and certain of their respective executive officers and other members of management and employees
may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be included in the Registration Statement and other relevant materials to be filed with the SEC regarding the Proposed Transactions
when they become available. Stockholders, potential investors and other interested persons should read the Registration Statement
carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report
on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All
statements, other than statements of present or historical fact included in Current Report on Form 8-K, regarding Live Oak’s
proposed business combination with the Company, Live Oak’s ability to consummate the transaction, the benefits of the transaction
and the combined company’s future financial performance, as well as the combined company’s strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. These statements are based on various assumptions, whether or not identified in this Current Report
on Form 8-K, and on the current expectations of the respective management of Live Oak and the Company and are not predictions of
actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve
as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Live Oak the Company. Potential risks and uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate
the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval
of the stockholders of Live Oak or the Company is not obtained; failure to realize the anticipated benefits of Proposed Transactions;
risk relating to the uncertainty of the projected financial information with respect to the Company; the amount of redemption requests
made by Live Oak’s stockholders the overall level of consumer demand for the Company’s products; general economic conditions
and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital,
and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its business
strategy; changes in governmental regulation, the Company’s exposure to intellectual property, product liability or product
warranty claims and other loss contingencies; disruptions and other impacts to the Company’s business, as a result of the
COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of the Company’s
manufacturing facilities and suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related
concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on the Company and its suppliers
and customers; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches
of, or interruptions in, the Company’s information systems; fluctuations in the price, availability and quality of raw materials
and contracted products as well as foreign currency fluctuations; the Company’s ability to utilize potential net operating
loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information
on potential factors that could affect our financial results is included from time to time in Live Oak’s public reports filed
with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. If any of these risks materialize or Live Oak’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There may be additional risks that neither Live Oak nor
the Company presently know, or that Live Oak and the Company currently believe are immaterial, that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Live Oak’s
and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form
8-K. Live Oak and the Company anticipate that subsequent events and developments will cause their assessments to change. However,
while Live Oak and the Company may elect to update these forward-looking statements at some point in the future, Live Oak and the
Company specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be
relied upon as representing Live Oak’s or the Company’s assessments as of any date subsequent to the date of this Current
Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.