UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~November 2515, 2023

Live Oak Crestview Climate Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40832	86-2044161
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)
40 S. Main Street, #2550
Memphis, TN		38103
(Address of principal executive offices)		(Zip Code)

40 S. Main Street, #2550

Memphis, TN

38103

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (901) 685-2865

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	TradingSymbol(s)	Name of each ~~exchangeon~~exchange ~~which~~onwhich registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	LOCC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	LOCC	The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	LOCC WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 58.~~03.~~01 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year~~Events.

~~The~~On ~~disclosure~~November ~~contained~~15, in2023, ~~Item~~Live 5Oak Crestview Climate Acquisition Corp.07, a Delaware corporation (the “Company”), announced that, in accordance with the Company’s second amended and restated certificate of incorporation (the ~~Current~~“Charter”), ~~Report~~the onCompany’s ~~Form~~board ~~8-K~~of directors (the “Board”) has determined that it is ~~incorporated~~advisable ~~herein~~and byin ~~reference~~the best interest of the Company to redeem all of the Company’s outstanding shares of Class A common stock sold as part of the units in the Company’s initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) (the “public shares”), effective as of the close of business on November 30, 2023. Accordingly, the Company will not consummate an initial business combination with a target business.

~~Item~~As ~~5.07.~~a ~~Submission~~result of ~~Matters~~the above, the Company will: (i) cease all operations except for the purpose of winding up, (ii) subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a ~~Vote~~per-share price, payable in cash, equal to the aggregate amount on deposit in the Company’s trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of ~~Security~~such ~~Holders~~net interest to pay dissolution expenses), divided by the number of outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and the requirements of applicable law.

OnThe ~~September 25,~~per-share ~~2023,~~redemption ~~Live~~price ~~Oak~~for ~~Crestview Climate Acquisition Corp., a Delaware corporation (~~the ~~“Company”),~~public ~~convened~~shares awill ~~special~~be ~~meeting~~approximately of$10.44 ~~stockholders~~ (the “~~Special~~Redemption ~~Meeting~~Amount”). AtFunds ~~the~~in ~~Special Meeting,~~ the Company’s ~~stockholders~~trust ~~voted~~account, onincluding ~~the~~any ~~proposals~~interest ~~set forth below~~thereon, ~~each~~will ofnot ~~which~~be isused ~~described~~to inpay ~~greater~~for ~~detail~~any inexcise ~~the~~tax ~~final~~imposed ~~proxy~~under ~~statement filed by~~ the ~~Company~~Inflation ~~with~~Reduction ~~the~~Act ~~U.S.~~of ~~Securities and Exchange Commission on September 8, 2023, as supplemented by the proxy supplements filed with the SEC on September 18, 2023 and September 22, 2023~~2022.

~~There~~The ~~were~~Company ~~25,000,000~~anticipates ~~shares~~that ofthe ~~common~~public ~~stock~~shares ~~issued~~will ~~and~~cease ~~outstanding~~trading ateffective after the close of business on ~~September~~November 829, 2023,. ~~the~~As ~~record~~of ~~date (~~the ~~“Record~~close ~~Date”)~~of ~~for~~business ~~the~~on ~~Special~~November ~~Meeting.~~30, At2023, the ~~Special~~public ~~Meeting, there were 19,166,742~~ shares ~~present~~will ~~either~~be bydeemed ~~proxy~~cancelled orand ~~online,~~will ~~representing~~represent ~~approximately~~only ~~76.667% of~~ the ~~total~~right ~~outstanding~~to ~~shares~~receive of the ~~Company’s~~Redemption ~~common stock as of the Record Date~~Amount.

AThe ~~summary~~Redemption Amount will be payable to the holders of the ~~voting~~public ~~results~~shares ~~for~~upon ~~each~~presentation ~~proposal~~of istheir ~~set~~respective ~~forth~~stock ~~below~~or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

~~Proposal~~There Nowill be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless, and the Company’s Class B common stock issued prior to the Company’s initial public offering. After November 115, -2023, ~~The~~the ~~Extension~~Company ~~Amendment~~shall ~~Proposal~~cease all operations except for those required to wind up the Company’s business.

The ~~amendment~~Company ~~and~~expects ~~restatement~~that (the ~~“Extension~~New ~~Amendment”)~~York ofStock ~~the~~Exchange ~~Company’s~~will ~~Amended~~file ~~and~~a ~~Restated~~Form ~~Certificate~~25 ofwith ~~Incorporation~~the United States Securities and Exchange Commission (~~our~~the “~~charter~~Commission”) to ~~extend~~delist ~~the~~its ~~date~~securities. byThe ~~which~~Company ~~the~~thereafter ~~Company~~expects ~~must~~to ~~consummate~~file a ~~business~~Form ~~combination~~15 ~~from~~with 24the ~~months~~Commission ~~from~~to terminate the ~~closing~~registration of ~~the~~its ~~Company’s~~securities ~~initial~~under ~~public offering to January 12, 2024 (~~the ~~“Extended~~Securities ~~Date”~~Exchange ~~and~~Act ~~such~~of ~~proposal~~1934, ~~the~~as ~~“Extension Amendment Proposal”)~~amended.

Votes For		Votes Against		Abstentions
18,653,873		512,869		0

Forward-Looking Statements

~~Proposal~~This ~~No.~~Current Report may include “forward-looking statements” within the meaning of Section 227A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Current Report are forward-looking ~~The~~statements. ~~Founder~~When ~~Share~~used ~~Amendment~~in ~~Proposal~~this Current Report, words such as “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and

~~The~~ information ~~amendment~~currently ~~and~~available ~~restatement~~to, (the ~~“Founder~~Company’s ~~Share~~management. ~~Amendment”)~~Actual ofresults ~~our~~could ~~charter~~differ tomaterially ~~provide~~from ~~for~~those contemplated by the ~~right~~forward-looking ofstatements as a ~~holder~~result of ~~Class B~~certain ~~common~~factors ~~stock,~~detailed ~~par~~in ~~value~~the $0Company’s filings with the Commission.~~0001~~ ~~per~~All ~~share~~subsequent ofwritten ~~the~~or ~~Company~~oral ~~(“Class B~~forward-looking ~~common~~statements ~~stock”)~~attributable to ~~convert~~us or persons acting on our behalf are qualified in their ~~shares~~entirety ofby ~~Class B~~this ~~common~~paragraph. ~~stock~~Forward-looking ~~into~~statements ~~shares~~are ofsubject ~~Class A~~to ~~common~~numerous ~~stock~~conditions, ~~par~~many ~~value~~of ~~$0.0001~~which ~~per~~are ~~share~~beyond the control of the Company, ~~(“Class~~including Athose ~~common~~set ~~stock~~forth in the “Risk Factors”) section in Item 1A of our Annual Report on aForm ~~one~~10-toK for the year ended December 31, 2022, filed with the Commission on March 29, 2023, and our Quarterly Reports on Form 10-~~one~~Q ~~basis~~filed atwith ~~any~~the ~~time~~SEC on May 15, 2023 and ~~from~~August 11, ~~time~~2023, and in other reports we file with the Commission. The Company undertakes no obligation to ~~time~~update atthese statements for revisions or changes after the ~~election~~date of ~~the~~this ~~holder~~Current ~~(the~~Report, ~~“Founder~~except ~~Share~~as ~~Amendment~~required ~~Proposal”)~~by law.

Votes For		Votes Against		Abstentions
18,653,873		512,869		0

Proposal No. 3 - The Liquidation Proposal

The amendment and restatement (the “Liquidation Amendment”) of our charter to permit our board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by our Board and included in a public announcement (the “Liquidation Amendment Proposal”).

Votes For		Votes Against		Abstentions
18,653,873		512,869		0

Charter Amendment

The Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Charter”) of the Company was filed with the Delaware Secretary of State on September 26, 2023. The Second Amended and Restated Charter (i) extends the date by which the Company must consummate an initial business combination from 24 months from the closing of the Company’s initial public offering to the Extended Date; (ii) provides the right of a Holder of Class B common stock to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder; and (iii) permits the Board, as its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement. The foregoing description of the Second Amended and Restated Charter is qualified in its entirety by reference to the full text of the Second Amended and Restated Charter, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference.

Item 8.01 Other Events

Stockholders holding 5,665,725 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

ExhibitNumber		Description
ExhibitNo.		Description of Exhibits
3.1		Second Amended and Restated Certificate of Incorporation of the Company.
104		Cover Page Interactive Data file (embedded within the inline XBRL document).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 26, 2023

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

Date: November 15, 2023

LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.

/s/ Gary K. Wunderlich, Jr.

Gary K. Wunderlich, Jr.

President and Chief Financial Officer

Filing Compare · Live Oak Crestview Climate Acquisition Corp.