SecProbe.io

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 Navitas Semiconductor
Corporation
3520 Challenger Street
Torrance, California 90503-1640

 December 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eranga A. Dias

 Re:
 Navitas Semiconductor Corporation

 Registration Statement on Form S-1

 File No. 333-291592

 Request for Effectiveness

 Dear Mr. Dias:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Navitas Semiconductor Corporation respectfully
requests that the effective date of the above-referenced Registration Statement on Form S-1 (the "Registration Statement")
be accelerated so as to permit it to become effective at 5:00 p.m. Washington D.C. time on December 18, 2025, or as soon thereafter as
practicable.

 Please
call Kevin J. Roggow of Cozen O'Connor at (212) 908-1294 to provide notice of the effectiveness of the Registration Statement.

 * * *

 [ Signature Page Follows]

 Very truly yours,

 Navitas Semiconductor Corporation

 By:
 /s/ Matthew Sant

 Name:
 Matthew Sant

 Title:
 Senior Vice President, General Counsel

 cc:
 Kevin J. Roggow

 Cozen O'Connor

 [ Signature Page to
Acceleration Request Letter ]

 2

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 Navitas Semiconductor Corporation

3520 Challenger Street

Torrance, CA 90503-1640

Tel.: (844) 654-2642

VIA EDGAR

April 26, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attention: Gregory Herbers

Re: Navitas Semiconductor Corporation

 Registration Statement on Form S-3

 File No. 333-269752

 Request for Acceleration of Effective Date

 Requested Date: April 28, 2023

 Requested Time: 4:00 p.m., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Navitas Semiconductor Corporation respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced registration statement, and declare the registration statement effective as of 4:00 p.m., Eastern Time, on Friday, April 28, 2023, or as soon thereafter as practicable.

It would be appreciated if, as soon as the registration statement is declared effective, you would so inform the undersigned at (844) 654-2642 or via email to paul.delva@navitassemi.com.

  Yours very truly,

  NAVITAS SEMICONDUCTOR CORPORATION

  By: /s/ Paul D. Delva

   Paul D. Delva

   Sr. V.P., General Counsel and Secretary

United States securities and exchange commission logo
February 22, 2023
Paul Delva
Sr. V.P., General Counsel and Secretary
Navitas Semiconductor Corp
3520 Challenger Street
Torrance, California 90503-1640
Re:Navitas Semiconductor Corp
Registration Statement on Form S-3
Filed February 14, 2023
File No. 333-269752
Dear Paul Delva:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 Navitas Semiconductor Corporation

22 Fitzwilliam Square South

 D02
FH68, Dublin, Ireland

 (844) 654-2642

December 2, 2021

 Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, NE

 Washington, DC 20549

Attention: Erin Donahue

Re:

Navitas Semiconductor Corporation
Registration Statement on Form S-1
File No. 333-261323

Acceleration Request

Requested Date:

December 6, 2021

Requested Time:

4:00 p.m., Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Navitas Semiconductor Corporation (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such
Registration Statement will become effective at 4:00 p.m., Eastern Time, on Monday, December 6, 2021, or as soon thereafter as practicable.

Please call Andrew Ledbetter of DLA Piper LLP (US), counsel to the Registrant, at (206) 839-4845, to confirm the
effectiveness of the Registration Statement, or with any comments or questions regarding this matter.

 Sincerely,

 /s/ Gene Sheridan

 Gene Sheridan

Chief Executive Officer

cc:

Navitas Semiconductor Corporation

Todd Glickman, Interim Chief Financial Officer

Paul Delva, Sr. V.P, General Counsel & Secretary

DLA Piper LLP (US)

Andrew Ledbetter

United States securities and exchange commission logo
November 30, 2021
Paul D. Delva
Sr. V.P., General Counsel and Secretary
Navitas Semiconductor Corp
2101 East El Segundo Boulevard, Suite 205
El Segundo, CA 90245
Re:Navitas Semiconductor Corp
Form S-1
Filed November 24, 2021
File No. 333-261323
Dear Mr. Delva:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 Live Oak Acquisition Corp. II

40 S Main Street, #2550

Memphis, TN 38103

September 16, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jennifer Angelini

Re: Live Oak Acquisition Corp. II

      Registration
 Statement on Form S-4, as amended

      Filed
 June 8, 2021

      File
 No. 333-256880

Dear Ms. Angelini:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Live Oak Acquisition Corp. II (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern
Time on September 20, 2021, or as soon as thereafter practicable.

Very truly yours,

Live Oak Acquisition Corp. II

/s/ Richard J. Hendrix

Richard J. Hendrix

Chief Executive Officer of the Company

cc:

Sarah K. Morgan, Vinson & Elkins L.L.P.

John Kupiec, Vinson & Elkins L.L.P.

Jonathan Axelrad, DLA Piper LLP

Jeffrey C. Selman, DLA Piper LLP

John F. Maselli, DLA Piper LLP

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 Live Oak Acquisition Corp. II

40 S. Main Street, #2550

Memphis, TN 38103

 September 15, 2021

Division of Corporation Finance

 Office of Manufacturing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Live Oak Acquisition Corp. II

 Amendment No. 3 to Registration Statement on Form S-4

 Filed September 10, 2021

 File No. 333-256880

Ladies and Gentlemen:

 Set forth below is the
response of Live Oak Acquisition Corp. II (the “Company”, “we,” “us” or “our”), to the comment received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 15, 2021, with respect to Amendment No. 3 to Registration Statement on Form S-4, File No. 333-256880, filed with the Commission on September 10, 2021 (the “Registration Statement”).

For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Amendment No. 3 to Registration Statement on Form S-4 unless otherwise specified.

Amendment No. 3 Registration Statement on Form S-4

General

1.
 We note that the proxy statement/prospectus is missing information such as the LOKB record and special
meeting dates, the number of shares of LOKB common stock and preferred stock to be authorized in the amendment to your charter, the value of Class A common stock from PIPE investors on page 9, the value of sponsor and founders stock on pages
21, 22, 23 and 88, and per share market price on pages 19 and 291. Please include this information, and any other missing information, in a pre-effective amendment.

RESPONSE:    The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the
disclosure on pages 9, 21, 22, 23, 88, 19 and 291 of the Registration Statement in response to the Staff’s comment.

*        *        *
 *        *

 Securities and Exchange Commission

September 15, 2021

  Page
 2

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Sarah Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.

Very truly yours,

LIVE OAK ACQUISITION CORP. II

By:

 /s/ Richard J. Hendrix

Name:

Richard J. Hendrix

Title:

Chief Executive Officer

 Enclosures

cc:
 Sarah K. Morgan, Vinson & Elkins L.L.P.

 John Kupiec, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
September 15, 2021
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. II
40 S Main Street, #2550
Memphis, TN 38103
Re:Live Oak Acquisition Corp. II
Amendment No. 3 to Registration Statement on Form S-4
Filed September 10, 2021
File No. 333-256880
Dear Mr. Hendrix:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-4 Filed September 10, 2021
General
1.We note that the proxy statement/prospectus is missing information such as the
LOKB record and special meeting dates, the number of shares of LOKB common stock
and preferred stock to be authorized in the amendment to your charter, the value of Class
A common stock from PIPE investors on page 9, the value of sponsor and founders stock
on pages 21, 22, 23 and 88, and per share market price on pages 19 and 291. Please
include this information, and any other missing information, in a pre-effective
amendment.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 September 15, 2021 Page 2
 FirstName LastName
Richard J. Hendrix
Live Oak Acquisition Corp. II
September 15, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeff Gordon at 202-551-3866 or Anne Mcconnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Kupiec

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 Live Oak Acquisition Corp. II

40 S. Main Street, #2550

Memphis, TN 38103

 September 9, 2021

Division of Corporation Finance

 Office of Manufacturing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Live Oak Acquisition Corp. II

Amendment No. 2 to Registration Statement on Form S-4

Filed August 23, 2021

File No. 333-256880

Ladies and Gentlemen:

 Set forth below are the
responses of Live Oak Acquisition Corp. II (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 3, 2021, with respect to Amendment No. 2 to Registration Statement on Form S-4, File No. 333-256880, filed with the Commission on August 23, 2021. The Company has filed Amendment No. 3 to the Registration Statement (the
“Registration Statement”), together with this letter, via EDGAR submission.

 For your convenience, each response
is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Registration Statement unless otherwise specified. Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to such terms in the Registration Statement.

 Amendment No. 2 to Registration Statement on
Form S-4

 Summary of the Proxy Statement/Prospectus

Interests of Certain Persons in the Business Combination, page 36

1.
 Given that your sponsor, directors, and officers may receive reimbursement of certain amounts, and the
deletion of the phrase “no amounts currently require reimbursement,” we reissue in part comment 20 of our letter dated July 2, 2021. Please specifically quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for LOKB’s officers and directors, if
material.

 Securities and Exchange Commission

September 9, 2021

  Page
 2

 RESPONSE: The Company notes the Staff’s comment and respectfully advises the
Staff that it has revised the disclosure on pages 22, 41, 90, and 176 of the Registration Statement.

 Risk Factors, page 47

2.
 Given that you have now provided updated financial statements, please revise the disclosures presented
throughout risk factors to refer to June 30, 2021 instead of March 31, 2021. In this regard, we note you discuss:

•

 the amount of revenue Navitas derived from net sales to end customers in China for the three months ended
March 31, 2021 on page 51;

•

 the amount of revenue Navitas derived from net sales to end customers in Asia for the three months ended
March 31, 2021 on page 62;

•

 the amount of Navitas’ accumulated deficit as of March 31, 2021 on
page 64;

•

 the amount of Navitas’ research and development expense for the three months ended
March 31, 2021 on page 68; and

•

 the amount of Navitas’ reserve for doubtful accounts as of March 31,
2021 on page 73.

 RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff
that it has revised the disclosures presented throughout risk factors to refer to June 30, 2021 instead of March 31, 2021.

 Comparative
Share Information, page 126

3.
 Please revise the basic and diluted historical net loss per share, class B common stock, for LOKB for the
six months ended June 30, 2021 to properly describe and designate the amount as a loss and as a negative amount.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the basic and diluted
historical net loss per share, class B common stock, for LOKB for the six months ended June 30, 2021 accordingly.

 The Business Combination,
page 133

4.
 We note your response to our prior comment 1 and reissue it in part. Please revise your disclosure to
show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum, and interim redemption levels.

 RESPONSE: The Company notes the Staff’s comment and
respectfully advises the Staff that it has revised the disclosure on pages 16 and 17 of the Registration Statement. In the No Redemptions, Illustrative Redemptions and Maximum Redemptions scenarios, the residual equity value owned by non-redeeming
stockholders will remain $10.00 per share as illustrated in the sensitivity table below.

 Holders

No
Redemption

% of Total

Illustrative
Redemption

% of Total

Maximum
Redemption

% of Total

 LOKB Public Shareholders

25,300,000

17.8

17,400,000

13.0

9,500,000

7.5

 Sponsor(1)

6,325,000

4.5

6,325,000

4.7

6,325,000

5.0

 Eligible Navitas Equityholders(2)(3)

95,000,000

66.8

95,000,000

70.8

95,000,000

75.2

 PIPE Investors

15,500,000

10.9

15,500,000

11.5

15,500,000

12.3

 Total

142,125,000

100.00

134,225,000

100.00

126,325,000

100.00

 Total Equity Value Post-Redemptions ($ in millions)

$
1,421

$
1,342

$
1,263

 Per Share Value

$
10.00

$
10.00

$
10.00

(1)
 LOKB Class A Common Stock owned upon conversion of shares of Founders Stock and, in the case of our Sponsor,
includes 1,265,000 shares subject to forfeiture if certain stock price thresholds are not achieved.

(2)
 Includes (x) the up to approximately 78,300,000 shares of our Class A Common Stock anticipated to be issued to
Navitas Shareholders and (y) the up to approximately 16,700,000 shares of our Class A Common Stock anticipated to be reserved for issuance in respect of (i) LOKB options issued in exchange for the release and extinguishment of outstanding
pre-business combination Navitas Options, (ii) LOKB restricted stock issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Restricted Shares, (iii) LOKB restricted stock units issued in exchange for
the release and extinguishment of outstanding pre-business combination Navitas Restricted Stock Units and (iv) LOKB warrants issued in exchange for the release and extinguishment of outstanding pre-business combination Navitas Warrants, in each case
that may be exercised at a later date.

(3)
 Excludes (i) the reduction in the aggregate number of shares of Class A Common Stock issuable under the
Business Combination Agreement based on the estimated stamp duty, as such amount will not be known with certainty until immediately prior to Closing, and (ii) the potential issuance of the Earnout Shares to the Eligible Navitas Equityholders. During
the Earnout Period, we may issue to Eligible Navitas Equityholders up to 10,000,000 additional shares of Class A Common Stock in the aggregate in three equal tranches upon the satisfaction of price targets of $12.50, $17.00 or $20.00, which price
targets are based upon the volume-weighted average closing sale price of one share of Class A Common Stock quoted on the exchange on which the shares of Class A Common Stock are then traded, for any 20 trading days within any 30 consecutive trading
day period during the Earnout Period, or upon certain change of control transactions that imply a per share value that would satisfy the price targets.

The Company also respectfully advises the Staff that it has revised the risk factor disclosure on page 95 to discuss the potential impact of
redemptions on the net loss per share of the shares owned by non-redeeming stockholders.

 Securities and Exchange Commission

September 9, 2021

  Page
 3

 The Business Combination

Material U.S. Federal Income Tax Considerations

U.S. Federal Income Tax Considerations for Navitas Shareholders, page 177

5.
 We note the opinion of counsel that the business combination should qualify for tax-free treatment. Whenever there is significant doubt about the tax consequences of the transaction, it is permissible for the tax opinion to use “should” rather than “will,” but counsel
providing the opinion must explain why it cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Please also include appropriate risk factor disclosure. Please also revise the opinions filed as Exhibits 8.2 and
8.3 to have counsel consent to being named in the registration statement. Please refer to Sections III.C.4 and D of Staff Legal Bulletin 19.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosures on pages 106, 182
and 183 and its opinions filed as Exhibits 8.2 and 8.3.

 Beneficial Ownership of Securities, page 280

6.
 We note Navitas’ press release dated August 23, 2021, identifies the additional PIPE investor
as an affiliate of Atlantic Bridge, and that Mr. Long, a Navitas director and expected director of the post-combination company, serves as a managing partner of Atlantic Bridge. Please revise to disclose the additional PIPE investor’s
affiliation with Atlantic Bridge. Please also confirm that the post-combination beneficial share ownership information will reflect the additional PIPE shares in relation to Atlantic Bridge and Mr. Long.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosures on page 290
and confirms that the post-combination beneficial share information will reflect the additional PIPE shares in relation to Atlantic Bridge and Brian Long.

Financial Statements of Live Oak Acquisition Corp. II

Note 1—Description of Organization and Business Operations, page F-6

7.
 You disclose on page 229 that you had working capital of $285,127 as of June 30, 2021; however, you
disclose on page F-8 that you had working capital of $245,127 as of June 30, 2021. Please revise your disclosure to address this apparent discrepancy.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the working capital figure
on page F-8 accordingly.

 Consolidated Financial Statements of Navitas Semiconductor Limited

7. Share Based Compensation, page F-61

8.
 Please more fully explain the following:

 Securities and Exchange Commission

September 9, 2021

  Page
 4

•

 Tell us how you determined the revised grant date fair value of $5.53 per share for the restricted common
stock you issued during the interim period,

•

 Tell us the facts and circumstances related to the subsequent recession of the restricted common stock you
issued during the interim period, and

•

 Explain to us how and why you believe the grant date fair value of $.48 per share for stock options you
issued during the interim period is appropriate.

 RESPONSE: All of the restricted common stock issued
during the six months ended June 30, 2021 was granted on February 12, 2021. We respectfully refer the Staff to our response to comment number twenty six (26) dated July 13, 2021, for an explanation of how we determined grant date fair value of $5.53
per share as of February 12, 2021.

 We respectfully refer the Staff to pages 259 and 260, “Stock Grants, Option Awards and Amendments
to Executive Officer Employment Agreements” for a description of the facts and circumstances related to rescinded restricted common stock during the six months ended June 30, 2021. We supplementally advise the Staff that on February 12, 2021,
when the restricted stock was granted, both the Navitas Board and executives believed the fair value of the stock was $0.29 cents a share based on a 409A valuation report dated June 30, 2020. On subsequent review, Navitas determined that the fair
value was substantially higher than Navitas and the executives had understood at the date of grant, and the 409A valuation was corrected accordingly. This led both Navitas and the executives to conclude that rescission was the only practical option
available to them with regards to these awards since Navitas and the executives did not intend for the issuance of restricted shares at a price lower than fair value.

Navitas issued 190,000 stock options on January 20, 2021 (the “January Grants”). The grant date fair value of $0.48 for the January
Grants was based on fair value per common share of $1.16. The fair value of Navitas’ common stock was determined by Navitas’ board of directors (“the Board”), after considering management’s input and a valuation report
issued by an independent third-party valuation specialist prepared in accordance with “Valuation of Privately-Held-Company Equity Securities Issued as Compensation” (AICPA Accounting and Valuation Guide), developed by the American
Institute of Certified Public Accountants. The fair value of common stock used to establish the exercise price of stock options and grant date fair value of restricted stock are established by the Board based on the latest valuation available at
each grant date, provided that there has been no material development since the valuation date that would call into question whether such report could be relied on by the Board in determining the fair market value of the common stock. When
warranted, Navitas obtains updated independent third-party valuations.

 The fair value of Navitas’ common stock ranged from $1.16 per
share for grants in October and December 2020, to $5.53 per share as of February 12, 2021, the date of the most recent valuation report and Navitas’ most recent equity grants. As previously noted in our response dated July 13, 2021 to comment
number 26 of the comment letter dated July 2, 2021, the increase from $1.16 per share in December 2020 to $5.53 per share as of February 12, 2021 was primarily due to the transition from a single scenario approach to a probability weighted expected
return method (“PWERM”) to determine the value of the common stock. Prior to February 2021, Navitas was not expecting a near-term liquidity event. Therefore, a guideline venture funding analysis was done to derive the equity value of
Navitas, which was then allocated using the Option Pricing Method (“OPM”). Once the LOI was received from LOKB on February 11, it changed the likelihood of a near-term liquidity event and therefore it was determined that a PWERM analysis
was the more appropriate valuation approach.

 Navitas considered the early stage of discussions with LOKB at the time of grant and the
fact that no LOI had been received in determining to utilize the single scenario valuation approach for the January Grants. Additionally, Navitas considered that the impact of valuing the January Grants under a PWERM method would not be material to
the consolidated financial statements.

 Exhibits and Financial Statement Schedules, page II-2

9.
 Please revise the legal opinion filed as Exhibit 5.1 to remove the assumption that the registration
statement will comply with all applicable laws; only its effectiveness should be assumed. Please also revise the penultimate paragraph of the opinion, as this appears to limit reliance, and make conforming revisions to the Legal Matters section.
Refer to Section II.B.3. of Staff Legal Bulletin 19.

 RESPONSE: The Company notes the Staff’s
comment and respectfully advises the Staff that the legal opinion filed as Exhibit 5.1 and the Legal Matters section have been revised accordingly.

10.
 When counsel elects to file a short form tax opinion, the opinion and the proxy statement/prospectus both
must state clearly that the discussion in the proxy statement/prospectus constitutes counsel’s opinion. With respect to Exhibit 8.1, we note that counsel opines that the discussion under the caption “Material U.S. Federal Income Tax
Consideration—U.S. Federal Income Tax Considerations for Holders of Class A Common Stock” is accurate in all material r

United States securities and exchange commission logo
September 3, 2021
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. II
40 S Main Street, #2550
Memphis, TN 38103
Re:Live Oak Acquisition Corp. II
Amendment No. 2 to Registration Statement on Form S-4
Filed August 23, 2021
File No. 333-256880
Dear Mr. Hendrix:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Interests of Certain Persons in the Business Combination, page 36
1.Given that your sponsor, directors, and officers may receive reimbursement of certain
amounts, and the deletion of the phrase "no amounts currently require reimbursement," we
reissue in part comment 20 of our letter dated July 2, 2021.  Please specifically quantify
the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current
value of securities held, loans extended, fees due, and out-of-pocket expenses for which
the sponsor and its affiliates are awaiting reimbursement.  Provide similar disclosure for
LOKB’s officers and directors, if material.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 September 3, 2021 Page 2
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
September 3, 2021
Page 2
Risk Factors, page 47
2.Given that you have now provided updated financial statements, please revise the
disclosures presented throughout risk factors to refer to June 30, 2021 instead of March
31, 2021.  In this regard, we note you discuss:

•the amount of revenue Navitas derived from net sales to end customers in China for
the three months ended March 31, 2021 on page 51;
•the amount of revenue Navitas derived from net sales to end customers in Asia for the
three months ended March 31, 2021 on page 62;
•the amount of Navitas’ accumulated deficit as of March 31, 2021 on page 64;
•the amount of Navitas’ research and development expense for the three months ended
March 31, 2021 on page 68; and
•the amount of Navitas’ reserve for doubtful accounts as of March 31, 2021 on page
73.
Comparative Share Information, page 126
3.Please revise the basic and diluted historical net loss per share, class B common stock,
for LOKB for the six months ended June 30, 2021 to properly describe and designate the
amount as a loss and as a negative amount.
The Business Combination, page 133
4.We note your response to our prior comment 1 and reissue it in part.  Please revise your
disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range
of redemption scenarios, including minimum, maximum, and interim redemption levels.
The Business Combination
Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Considerations for Navitas Shareholders, page 177
5.We note the opinion of counsel that the business combination should qualify for tax-free
treatment.  Whenever there is significant doubt about the tax consequences of the
transaction, it is permissible for the tax opinion to use “should” rather than “will,” but
counsel providing the opinion must explain why it cannot give a “will” opinion and
describe the degree of uncertainty in the opinion.  Please also include appropriate risk
factor disclosure.  Please also revise the opinions filed as Exhibits 8.2 and 8.3 to have
counsel consent to being named in the registration statement.  Please refer to Sections
III.C.4 and D of Staff Legal Bulletin 19.
Beneficial Ownership of Securities, page 280
6.We note Navitas' press release dated August 23, 2021, identifies the additional PIPE
investor as an affiliate of Atlantic Bridge, and that Mr. Long, a Navitas director and

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 September 3, 2021 Page 3
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
September 3, 2021
Page 3
expected director of the post-combination company, serves as a managing partner of
Atlantic Bridge.  Please revise to disclose the additional PIPE investor's affiliation with
Atlantic Bridge.  Please also confirm that the post-combination beneficial share ownership
information will reflect the additional PIPE shares in relation to Atlantic Bridge and Mr.
Long.
Financial Statements of Live Oak Acquisition Corp. II
Note 1 - Description of Organization and Business Operations, page F-6
7.You disclose on page 229 that you had working capital of $285,127 as of June 30, 2021;
however, you disclose on page F-8 that you had working capital of $245,127 as of June
30, 2021.  Please revise your disclosure to address this apparent discrepancy.
Consolidated Financial Statements of Navitas Semiconductor Limited
7. Share Based Compensation, page F-61
8.Please more fully explain the following:

•Tell us how you determined the revised grant date fair value of $5.53 per share for
the restricted common stock you issued during the interim period,
•Tell us the facts and circumstances related to the subsequent recession of the
restricted common stock you issued during the interim period, and
•Explain to us how and why you believe the grant date fair value of $.48 per share for
stock options you issued during the interim period is appropriate.
Exhibits and Financial Statement Schedules, page II-2
9.Please revise the legal opinion filed as Exhibit 5.1 to remove the assumption that the
registration statement will comply with all applicable laws; only its effectiveness should
be assumed.  Please also revise the penultimate paragraph of the opinion, as this appears
to limit reliance, and make conforming revisions to the Legal Matters section.  Refer to
Section II.B.3. of Staff Legal Bulletin 19.
10.When counsel elects to file a short form tax opinion, the opinion and the proxy
statement/prospectus both must state clearly that the discussion in the proxy
statement/prospectus constitutes counsel’s opinion. With respect to Exhibit 8.1, we note
that counsel opines that the discussion under the caption "Material U.S. Federal Income
Tax Consideration—U.S. Federal Income Tax Considerations for Holders of Class A
Common Stock" is accurate in all material respects.  Please revise to state that the
foregoing discussion is counsel’s opinion.  Refer to Sections III.B and C of Staff Legal
Bulletin 19.  We further note the assumption that the Registration Statement is true,
complete, and correct and will remain so.  This assumption appears overbroad, since it
includes the tax discussion being opined upon; please revise accordingly.  Please also
revise the penultimate paragraph of the opinion to remove limitations on reliance.  See
Section III.D of Staff Legal Bulletin 19.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 September 3, 2021 Page 4
 FirstName LastName
Richard J. Hendrix
Live Oak Acquisition Corp. II
September 3, 2021
Page 4
11.In your next amendment, please do not file the form of proxy as an exhibit to the
registration statement.  Refer to the note to paragraph (a)(3) of Exchange Act Rule 14a-4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeff Gordon at 202-551-3866 or Anne Mcconnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Kupiec

CORRESP
1
filename1.htm

CORRESP

 Live Oak Acquisition Corp. II

40 S. Main Street, #2550

Memphis, TN 38103

 August 20, 2021

Division of Corporation Finance

 Office of Manufacturing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Live Oak Acquisition Corp. II

Amendment No. 1 to Registration Statement on Form S-4

Filed July 14, 2021

File No. 333-256880

Ladies and Gentlemen:

 Set forth below are the
responses of Live Oak Acquisition Corp. II (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 6, 2021, with respect to Amendment No. 1 to Registration Statement on Form S-4, File No. 333-256880, filed with the Commission on July 14, 2021 (the “Registration Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Amendment No. 1 to Registration Statement on Form S-4 unless otherwise specified.

Amendment No. 1 Registration Statement on Form S-4

Summary Term Sheet, page 7

1.
 We note your revisions and reissue comments 11-13 in part. Please
revise the shareholder ownership tables on pages 9-10 and elsewhere in the prospectus to reflect an interim redemption level; this information may appear in notes to the tables. Include the same interim
redemption level in the table of effective underwriting fees on page 168. In addition, include a table that shows for each redemption scenario the value per share (based on post-business combination equity value) of
non-redeeming shareholders, with rows showing the dilutive effects of excluding initial shareholders and exercising warrants, including any necessary assumptions.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 10,
11, 16, 17, 38, 39, 169, 170, and 171 of the Registration Statement in response to the Staff’s comment.

 Securities and Exchange Commission

August 20, 2021

 Page 2

 Questions and Answers about the Business Combination, page 12

2.
 We note the statement on page 17 that your shares and warrants are expected to trade on Nasdaq following
the business combination. Please revise the statement on the prospectus front cover that you intend to list the shares and warrants of the post-combination company on the New York Stock Exchange to reconcile the apparent inconsistency. Please also
clarify that your units, shares, and warrants will cease to be listed on the New York Stock Exchange and indicate when this will occur in relation to the start of trading on Nasdaq, revising the disclosure on page 26 and elsewhere as appropriate.

 RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has
revised the disclosure on the cover page and on pages 18, 27, 143, 144, and 277 of the Registration Statement in response to the Staff’s comment.

Risk Factors, page 44

3.
 We note your response to our prior comment 5. Please disclose the material risks to unaffiliated
investors presented by taking Navitas public through a merger rather than an underwritten offering. These could include a number of risks in addition to the absence of underwriter due diligence.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 93
of the Registration Statement in response to the Staff’s comment.

 Pro Forma Condensed Combined Financial Information, page 109

4.
 We have reviewed your response to prior comment 10. Please revise note 6(c) on page 120 to also clarify
that the pro forma earnings per share disclosures do not include any potentially issuable shares related to outstanding LOKB public and private placement warrants.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure to clarify
that the pro forma earnings per share disclosures do not include any potentially issuable shares related to outstanding LOKB public and private placement warrants.

The Business Combination

 Certain Navitas
Projected Financial Information, page 159

5.
 You caution the reader “not to rely on the projections in making a decision regarding the Business
Combination.” While it may be appropriate to caution investors not to place undue reliance upon the financial forecasts, as you do in the preceding sentence, you should not tell readers not to rely upon them. Please revise your disclosures
accordingly.

 Securities and Exchange Commission

August 20, 2021

 Page 3

 RESPONSE: The Company notes the Staff’s comment and respectfully advises the
Staff that it has revised the disclosure on page 62, 65, and 162 of the Registration Statement in response to the Staff’s comment.

 The
Business Combination

 Interests of Certain Persons in the Business Combination, page 163

6.
 We note your response and reissue comment 20. Please revise to describe and quantify all the interests
for each person individually. Please ensure that the information is consistent with the beneficial ownership information on page 268. Specifically quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, together with the loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement, regardless of the timing thereof. Provide similar disclosure for LOKB’s
officers and directors, if material. In addition, describe the relationship between Live Oak Merchant Partners and your management, and quantify any interest that arises from the PIPE transaction, if material.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 167
and 168 of the Registration Statement in response to the Staff’s comment.

 The Business Combination

Material U.S. Federal Income Tax Considerations, page 169

7.
 In addition to disclosure regarding the exercise of redemption rights, please discuss the material tax
consequences of the merger and related transactions to your shareholders. In this regard, we note that Article 8.04 of the Business Combination Agreement indicates that the parties intend for the business combination to constitute a tax free
“reorganization” within the meaning of Section 368(a) of the Code, and that these tax consequences were discussed in the Offer filed pursuant to Rule 425 on July 9, 2021. If you believe the merger will be tax free, please
disclose an opinion of counsel that supports this conclusion. Refer to Items 3(k) and 4(a)(6) of Form S-4, Item 601(b)(8) of Regulation S-K, and Section III.A of Staff
Legal Bulletin No. 19.

 RESPONSE: The Company notes the Staff’s comment and respectfully
advises the Staff that it has revised the disclosure on pages 173 - 177 of the Registration Statement in response to the Staff’s comment and have attached as Exhibit 8.2 to the Registration Statement the opinion of DLA Piper LLP (US) and as
Exhibit 8.3 to the Registration Statement the opinion of DLA Piper Ireland supporting the conclusions therein.

 Securities and Exchange Commission

August 20, 2021

 Page 4

 Market Price and Dividend Information, page 271

8.
 We note your response and reissue comment 35 in part. Please refer to Item 17(b) of Form S-K and provide the information required by Item 201 of Regulation S-K in relation to Navitas’ shares, including information relating to dividends and holders.

 RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has
revised the disclosure on page 282 of the Registration Statement to provide information required by Item 201 of Regulation S-K in relation to Navitas’ shares and clarifying that, as a privately held
company, all of the shares issued by Navitas were issued in private transactions, that the shares remain subject to transfer restrictions and there is no public or private market for the shares (and, as such, there is no bid information for such
shares), and that the company has never paid any dividends on its shares.

 Change In Accountants, page 278

9.
 We have reviewed your response to prior comment 38. You currently disclose that during the fiscal year
ended December 31, 2020 and through May 18, 2021, Navitas did not consult with its new accountant. Please revise the disclosure to state, if true, that Navitas did not consult with its new accountant during the years ended
December 31, 2019 and 2020 and through May 18, 2021. Refer to Item 304(a)(2) of Regulation S-K.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that the disclosure has been revised to clarify
that Navitas did not consult with its new accountant during the years ended December 31, 2019 and 2020 and through May 18, 2021.

 Live Oak
Acquisition II - Annual Financial Statements

 Note 8 - Stockholders’ Equity, page F-36

10.
 We have reviewed your response to prior comment 40. You now disclose on page F-36 that there were 22,286,954 shares of Class A common stock subject to possible redemption at December 31, 2020. As indicated on pages F-2 and F-22, there were 22,140,632 shares subject to possible redemption at December 31, 2020. Please revise your disclosure to correct this discrepancy.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page F-39 of the Registration Statement in response to the Staff’s comment.

*        *        *
 *        *

 Securities and Exchange Commission

August 20, 2021

 Page 5

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Sarah Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.

Very truly yours,

LIVE OAK ACQUISITION CORP. II

By:

 /s/ Richard J. Hendrix

Name:

Richard J. Hendrix

Title:

Chief Executive Officer

 Enclosures

cc:
 Sarah K. Morgan, Vinson & Elkins L.L.P.

John Kupiec, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
August 6, 2021
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. II
40 S Main Street, #2550
Memphis, TN 38103
Re:Live Oak Acquisition Corp. II
Amendment No. 1 to Registration Statement on Form S-4
Filed July 14, 2021
File No. 333-256880
Dear Mr. Hendrix:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 2, 2021, letter.
Amendment No. 1 Registration Statement on Form S-4
Summary Term Sheet, page 7
1.We note your revisions and reissue comments 11-13 in part.  Please revise the shareholder
ownership tables on pages 9-10 and elsewhere in the prospectus to reflect an interim
redemption level; this information may appear in notes to the tables.  Include the same
interim redemption level in the table of effective underwriting fees on page 168.  In
addition, include a table that shows for each redemption scenario the value per share
(based on post-business combination equity value) of non-redeeming shareholders, with
rows showing the dilutive effects of excluding initial shareholders and exercising
warrants, including any necessary assumptions.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 August 6, 2021 Page 2
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
August 6, 2021
Page 2
Questions and Answers about the Business Combination, page 12
2.We note the statement on page 17 that your shares and warrants are expected to trade on
Nasdaq following the business combination.  Please revise the statement on the prospectus
front cover that you intend to list the shares and warrants of the post-combination
company on the New York Stock Exchange to reconcile the apparent inconsistency.
Please also clarify that your units, shares, and warrants will cease to be listed on the New
York Stock Exchange and indicate when this will occur in relation to the start of trading
on Nasdaq, revising the disclosure on page 26 and elsewhere as appropriate.
Risk Factors, page 44
3.We note your response to our prior comment 5.  Please disclose the material risks to
unaffiliated investors presented by taking Navitas public through a merger rather than an
underwritten offering.  These could include a number of risks in addition to the absence of
underwriter due diligence.
Pro Forma Condensed Combined Financial Information, page 109
4.We have reviewed your response to prior comment 10.  Please revise note 6(c) on page
120 to also clarify that the pro forma earnings per share disclosures do not include any
potentially issuable shares related to outstanding LOKB public and private placement
warrants.
The Business Combination
Certain Navitas Projected Financial Information, page 159
5.You caution the reader "not to rely on the projections in making a decision regarding the
Business Combination."  While it may be appropriate to caution investors not to place
undue reliance upon the financial forecasts, as you do in the preceding sentence, you
should not tell readers not to rely upon them.  Please revise your disclosures accordingly.
The Business Combination
Interests of Certain Persons in the Business Combination, page 163
6.We note your response and reissue comment 20.  Please revise to describe and quantify all
the interests for each person individually.  Please ensure that the information is consistent
with the beneficial ownership information on page 268.  Specifically quantify the
aggregate dollar amount and describe the nature of what the sponsor and its affiliates have
at risk that depends on completion of a business combination.  Include the current value of
securities held, together with the loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement, regardless of the timing
thereof.  Provide similar disclosure for LOKB’s officers and directors, if material.  In
addition, describe the relationship between Live Oak Merchant Partners and your
management, and quantify any interest that arises from the PIPE transaction, if material.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 August 6, 2021 Page 3
 FirstName LastName
Richard J. Hendrix
Live Oak Acquisition Corp. II
August 6, 2021
Page 3
The Business Combination
Material U.S. Federal Income Tax Considerations, page 169
7.In addition to disclosure regarding the exercise of redemption rights, please discuss the
material tax consequences of the merger and related transactions to your shareholders.  In
this regard, we note that Article 8.04 of the Business Combination Agreement indicates
that the parties intend for the business combination to constitute a tax free
"reorganization" within the meaning of Section 368(a) of the Code, and that these tax
consequences were discussed in the Offer filed pursuant to Rule 425 on July 9, 2021.  If
you believe the merger will be tax free, please disclose an opinion of counsel that supports
this conclusion.  Refer to Items 3(k) and 4(a)(6) of Form S-4, Item 601(b)(8) of
Regulation S-K, and Section III.A of Staff Legal Bulletin No. 19.
Market Price and Dividend Information, page 271
8.We note your response and reissue comment 35 in part.  Please refer to Item 17(b) of
Form S-K and provide the information required by Item 201 of Regulation S-K in relation
to Navitas' shares, including information relating to dividends and holders.
Change In Accountants, page 278
9.We have reviewed your response to prior comment 38.  You currently disclose that during
the fiscal year ended December 31, 2020 and through May 18, 2021, Navitas did not
consult with its new accountant.  Please revise the disclosure to state, if true, that Navitas
did not consult with its new accountant during the years ended December 31, 2019 and
2020 and through May 18, 2021.  Refer to Item 304(a)(2) of Regulation S-K.
Live Oak Acquisition II - Annual Financial Statements
Note 8 - Stockholders' Equity, page F-36
10.We have reviewed your response to prior comment 40.  You now disclose on page F-36
that there were 22,286,954 shares of Class A common stock subject to possible
redemption at December 31, 2020.  As indicated on pages F-2 and F-22, there were
22,140,632 shares subject to possible redemption at December 31, 2020.  Please revise
your disclosure to correct this discrepancy.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 August 6, 2021 Page 4
 FirstName LastName
Richard J. Hendrix
Live Oak Acquisition Corp. II
August 6, 2021
Page 4
            You may contact Jeff Gordon at 202-551-3866 or Anne Mcconnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Kupiec

CORRESP
1
filename1.htm

CORRESP

 Live Oak Acquisition Corp. II

40 Main Street, #2550

 Memphis, TN
38103

 July 13, 2021

 Division of Corporation Finance

Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:    Live Oak Acquisition Corp. II

Registration Statement on Form S-4

Filed June 8, 2021

File No. 333-256880

Ladies and Gentlemen:

 Set forth below are the
responses of Live Oak Acquisition Corp. II (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 2, 2021, with respect to Registration Statement on Form
S-4, File No. 333-256880, filed with the Commission on June 8, 2021 (the “Registration Statement”). Concurrently with the submission of
this letter, the Company is filing an Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Registration Statement on Form S-4 unless otherwise specified.

Registration Statement on Form S-4 filed June 8, 2021

Summary Term Sheet, page 7

1.
 We note that you have attached a copy of the Business Combination Agreement and Plan of Reorganization as
an annex to the proxy statement/prospectus. Please incorporate the agreement by reference into the proxy statement/prospectus by means of a statement to that effect, as required by Item 4(c) of Form S-4.

 Securities and Exchange Commission

July 13, 2021

  Page
 2

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 7 of the Amended
Registration Statement in response to the Staff’s comment.

 Summary of the Proxy Statement/Prospectus, page 26

2.
 We note the information as to the trading price of your securities on page 17 and the fair market value
of Navitas’ common stock on page 229. Please present this information in comparative columnar format as required by Item 3(g) of Form S-4. Please also present the disclosures required by Items 3(h), (i),
and (k) of Form S-4.

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 38 of the Amended
Registration Statement in response to the Staff’s comment to include information responsive to Item 3(g) of Form S-4. The Company respectfully advises the Staff that there is no historical market price
for Navitas shares as there is no market for Navitas shares.

 The Company further respectfully advises the Staff that disclosures required
by Items 3(h), (i) and (k) of Form S-4 related to federal regulatory requirements, the outstanding shares entitled to vote held by directors, executive officers and their affiliates and tax consequences
of the transaction, respectively, are included in the Amended Registration Statement on pages 30, 41, and 22, respectively.

3.
 We note that certain shareholders agreed to waive their redemption rights, as described under the
subheading “Sponsor Letter Amendment” on page 31. Please describe any consideration provided in exchange for this agreement.

RESPONSE:

 The Company
notes the Staff’s comment and respectfully advises the Staff that the Sponsor agreed to waive its redemption rights in the original Sponsor Letter Agreement that Sponsor entered into in connection with the Company’s initial public
offering. The provisions relating to the waiver of redemption rights in the original Sponsor Letter Agreement were not amended in connected with the Sponsor Letter Amendment entered into in connection with the business combination.

4.
 Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

RESPONSE:

 The Company
notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 20, 34, 83 and 164 of the Amended Registration Statement in response to the Staff’s comment.

 Securities and Exchange Commission

July 13, 2021

  Page
 3

 Risk Factors, page 43

5.
 Please disclose the material risks to unaffiliated investors presented by taking Navitas public through a
merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 RESPONSE:

Respectfully, the Company notes the Staff’s comment and advises the Staff that it believes it has identified all the material risks to
unaffiliated investors through extensive diligence, and the Company believes the risks are sufficiently disclosed in the “Risk Factor” section of the Amended Registration Statement. The Company does not believe that the absence of due
diligence conducted by an underwriter as might be conducted in an underwritten offering creates a material risk to unaffiliated investors of the Company. The Company, and its directors and officers (as a registrant under the Securities Act of 1933,
as amended (the “Securities Act”), a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a company with fiduciary duties under Delaware law), have more stringent duties and
liabilities than an underwriter under the Securities Act. The underwriters in an initial public offering are only subject to liability under the Securities Act, and conduct diligence to establish a due diligence defense or to rely on experts. The
Company and the officers and directors of the Company are subject to the same or higher liability standards as the underwriters. The Company engaged in an extensive diligence process which not only included significant time from its directors and
officers but also, as set forth in the “Background of the Business Combination” on pages 150-156 of the Amended Registration Statement, included retaining several third-party advisors to assist.
Moreover, the Company’s management team has an extensive and successful history of investing in companies in part achieved by thoughtful and detailed diligence and participation in many initial public offerings.

6.
 We note Navitas’ loan agreement, described on page 67, contains restrictive covenants that may
require a mandatory prepayment if Navitas merges with other companies or carries out certain change of control transactions. Please disclose whether the proposed business combination will trigger a prepayment and, if so, disclose the amount and
potential material consequences.

 RESPONSE: The Company notes the Staff’s comment and respectfully
advises the Staff that it has revised its disclosure on page 68 of the Amended Registration Statement accordingly.

 Unaudited Pro Forma Condensed
Combined Financial Information, page 107

7.
 We note the equity capitalization summary of the pro forma ownership of Class A common stock of the
surviving corporation following the business combination and the PIPE financing in note 4 on page 115. Please revise footnote (2) to disclose the vesting terms for the Earnout Shares to the Eligible Navitas Equityholders. Please comply with
this comment throughout the filing whenever this table is presented.

 Securities and Exchange Commission

July 13, 2021

  Page
 4

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 9, 15, 38, 117 and
166 of the Amended Registration Statement in response to the Staff’s comment.

8.
 Refer to note 5(i) on page 116. It appears that transaction costs that are not offering costs, such as
the costs reflected as an adjustment to retained earnings in the pro forma balance sheet, should be reflected as expenses in the pro forma statement of operations for the year ended December 31, 2020 as a
non-recurring item.

 RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that note 5(i) has been revised to clarify the amount of
transaction costs that are directly related to the offering and are therefore accounted for as an adjustment to additional paid-in capital and the amount of other transaction costs to be expensed.
Additionally, notes 5(k), 6(e) and the unaudited pro forma condensed financial statements have also been revised to present offering costs as an adjustment to additional paid-in capital and other transaction
costs as expenses.

9.
 Refer to notes 5(m) and 6(a) on page 116. Please address the following:

•

 Clarify the accounting for all earnout shares, including shares issuable to employee and non-employee equityholders;

•

 Clarify how you estimated the fair value of all earnout shares;

•

 Disclose the amount of any additional unrecognized compensation expense related to the earnout shares and
the time periods when the expenses will be recorded;

•

 Provide a sensitivity analysis that quantifies the potential impact that a change in the per share market
price of the post combination company’s common stock could have on the pro forma balance sheet and pro forma statement of operations related to the earnout shares recorded as liabilities; and

•

 More fully explain the nature and potential impact of the stamp duty.

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure in notes 5(m), 5(n), 6(a) and
6(d) in response to Staff’s comments.

10.
 Refer to note 6(c) on page 117. Please calculate all pro forma net loss per share amounts based on the
weighted average shares outstanding during each period. In addition, please quantify all instruments not included in the calculations of pro forma loss per share because they are anti-dilutive.

 Securities and Exchange Commission

July 13, 2021

  Page
 5

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised all pro forma net loss per share amounts
based on the weighted average shares outstanding during each period. Additionally, the Company has disclosed the anti-dilutive instruments excluded from diluted earnings per share in note 6(c).

The Business Combination, page 124

11.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum, and interim redemption levels.

RESPONSE:

 The Company
notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 87-88 of the Amended Registration Statement in response to the Staff’s comment.

12.
 Please disclose all possible sources and extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warranties retained
by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 10
and 167 of the Amended Registration Statement in response to the Staff’s comment.

 Securities and Exchange Commission

July 13, 2021

  Page
 6

13.
 It appears that underwriting fees for your initial public offering remain constant and are not adjusted
based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis. Please also quantify the aggregate deferred underwriting fees
payable to Jefferies and BofA Securities that are contingent on completion of the business combination.

RESPONSE:

 The Company
notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 168 of the Amended Registration Statement in response to the Staff’s comment. Additionally, the Company respectfully advises the Staff
that it is not a party to an agreement with Jefferies or BofA Securities that contemplates deferred underwriting fees being adjusted based on redemptions.

14.
 Please quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 10 and 167 of the
Amended Registration Statement in response to the Staff’s comment.

 The Business Combination—Background to the Business Combination, page
145

15.
 We note you completed your initial public offering on December 7, 2020, and held an introductory
meeting with Navitas on December 20, 2020. Please revise to describe how Navitas was identified as a potential target and by whom, and how the initial negotiations were started and by whom. Please also describe any negotiation and marketing
processes regarding the PIPE financing, including who selected potential investors, what relationships they have to the other parties (i.e., LOKB, your sponsor, Navitas, its affiliates, and the placement agents), and how the terms of the PIPE
transactions were determined. Disclose if your sponsor, directors, officers, or their affiliates will participate in the private placement.

RESPONSE: The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 150
and 152 of the Amended Registration Statement related to how Navitas was identified as a potential target and by whom, and how the initial negotiations were started and by whom, in response to the Staff’s comment. Additionally, the Company
respectfully advises the Staff that it has revised the disclosure on page 154 of the Amended Registration Statement related to the PIPE Financing, in response to the Staff’s comment.

 Securities and Exchange Commission

July 13, 2021

  Page
 7

 The Business Combination—Certain Navitas Projected Financial Information, page 154

16.
 We note your statement on page 155, “The projections were prepared by, and are the responsibility
of, Navitas and LOKB management.” Please revise to describe clearly the reasons why the financial projections were prepared and to clarify that you are responsible for the information included in the registration statement.

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 160 of the Amended
Registration Statement in response to the Staff’s comment.

17.
 Describe fully the material assumptions underlying your financial projections and the limitations of the
projections. We note assumptions contained in the analyst materials included as exhibits to your Form 8-K filed on June 23, 2021, for example those outlined by CFO Todd Glickman.

 RESPONSE:

The Company notes the Staff’s comment and respectfully advises the Staff that it has updated its disclosures on pages 159 and 160-162 of the Amended Registration Statement accordingly.

18.
 We note you have provided more than three years of financial projections. Please explain how the basis
for the projections beyond year three is reasonable; for example, whether these forecasts reflect more than simple assumptions about growth rates. Clearly describe the factors or contingencies that would affect your projected revenue growth
ultimately materializing.

 RESPONSE:

The Company notes the St

United States securities and exchange commission logo
July 2, 2021
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. II
40 S Main Street, #2550
Memphis, TN 38103
Re:Live Oak Acquisition Corp. II
Registration Statement on Form S-4
Filed June 8, 2021
File No. 333-256880
Dear Mr. Hendrix:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed June 8, 2021
Summary Term Sheet, page 7
1.We note that you have attached a copy of the Business Combination Agreement and Plan
of Reorganization as an annex to the proxy statement/prospectus.  Please incorporate the
agreement by reference into the proxy statement/prospectus by means of a statement to
that effect, as required by Item 4(c) of Form S-4.
Summary of the Proxy Statement/Prospectus, page 26
2.We note the information as to the trading price of your securities on page 17 and the fair
market value of Navitas' common stock on page 229.  Please present this information in
comparative columnar format as required by Item 3(g) of Form S-4.  Please also present
the disclosures required by Items 3(h), (i), and (k) of Form S-4.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 July 2, 2021 Page 2
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
July 2, 2021
Page 2
3.We note that certain shareholders agreed to waive their redemption rights, as described
under the subheading "Sponsor Letter Amendment" on page 31.  Please describe any
consideration provided in exchange for this agreement.
4.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Risk Factors, page 43
5.Please disclose the material risks to unaffiliated investors presented by taking Navitas
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
6.We note Navitas’ loan agreement, described on page 67, contains restrictive covenants
that may require a mandatory prepayment if Navitas merges with other companies or
carries out certain change of control transactions.  Please disclose whether the proposed
business combination will trigger a prepayment and, if so, disclose the amount and
potential material consequences.
Unaudited Pro Forma Condensed Combined Financial Information, page 107
7.We note the equity capitalization summary of the pro forma ownership of Class A
common stock of the surviving corporation following the business combination and the
PIPE financing in note 4 on page 115.  Please revise footnote (2) to disclose the vesting
terms for the Earnout Shares to the Eligible Navitas Equityholders.  Please comply with
this comment throughout the filing whenever this table is presented.
8.Refer to note 5(i) on page 116.  It appears that transaction costs that are not offering costs,
such as the costs reflected as an adjustment to retained earnings in the pro forma balance
sheet, should be reflected as expenses in the pro forma statement of operations for the year
ended December 31, 2020 as a non-recurring item.
9.Refer to notes 5(m) and 6(a) on page 116.  Please address the following:

•Clarify the accounting for all earnout shares, including shares issuable to employee
and non-employee equityholders;
•Clarify how you estimated the fair value of all earnout shares;
•Disclose the amount of any additional unrecognized compensation expense related to
the earnout shares and the time periods when the expenses will be recorded;
•Provide a sensitivity analysis that quantifies the potential impact that a change in the
per share market price of the post combination company’s common stock could have
on the pro forma balance sheet and pro forma statement of operations related to the
earnout shares recorded as liabilities; and
•More fully explain the nature and potential impact of the stamp duty.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 July 2, 2021 Page 3
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
July 2, 2021
Page 3
10.Refer to note 6(c) on page 117.  Please calculate all pro forma net loss per share amounts
based on the weighted average shares outstanding during each period.  In addition, please
quantify all instruments not included in the calculations of pro forma loss per share
because they are anti-dilutive.
The Business Combination, page 124
11.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum, and interim
redemption levels.
12.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by founders, convertible securities, including warranties retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity
analysis, including any needed assumptions.
13.It appears that underwriting fees for your initial public offering remain constant and are
not adjusted based on redemptions.  Revise your disclosure to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis.  Please also quantify the aggregate deferred underwriting fees
payable to Jefferies and BofA Securities that are contingent on completion of the business
combination.
14.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
The Business Combination—Background to the Business Combination, page 145
15.We note you completed your initial public offering on December 7, 2020, and held an
introductory meeting with Navitas on December 20, 2020.  Please revise to describe how
Navitas was identified as a potential target and by whom, and how the initial negotiations
were started and by whom.  Please also describe any negotiation and marketing
processes regarding the PIPE financing, including who selected potential investors, what
relationships they have to the other parties (i.e., LOKB, your sponsor, Navitas, its
affiliates, and the placement agents), and how the terms of the PIPE transactions were
determined.  Disclose if your sponsor, directors, officers, or their affiliates will participate
in the private placement.
The Business Combination—Certain Navitas Projected Financial Information, page 154
16.We note your statement on page 155, "The projections were prepared by, and are the
responsibility of, Navitas and LOKB management."  Please revise to describe clearly the

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 July 2, 2021 Page 4
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
July 2, 2021
Page 4
reasons why the financial projections were prepared and to clarify that you are responsible
for the information included in the registration statement.
17.Describe fully the material assumptions underlying your financial projections and the
limitations of the projections.  We note assumptions contained in the analyst materials
included as exhibits to your Form 8-K filed on June 23, 2021, for example those outlined
by CFO Todd Glickman.
18.We note you have provided more than three years of financial projections.  Please explain
how the basis for the projections beyond year three is reasonable; for example, whether
these forecasts reflect more than simple assumptions about growth rates.  Clearly describe
the factors or contingencies that would affect your projected revenue growth ultimately
materializing.
19.We note references to projections throughout the negotiating process described on pages
147-50.  Please advise whether there are multiple "sets" of projections with different
underlying assumptions, including in connection with the PIPE financing.  If so, consider
the need to disclose these projections and why they were prepared to make the
presentation of the projections included in your filing materially complete.
The Business Combination—Interests of Certain Persons in the Business Combination, page 157
20. Please revise to describe and quantify all the interests for each person individually.
Please ensure that the information is consistent with the beneficial ownership information
on page 255. Specifically quantify the aggregate dollar amount and describe the nature of
what the sponsor and its affiliates have at risk that depends on completion of a business
combination.  Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement.  Provide similar disclosure for LOKB’s officers and directors, if
material.  Include a description or cross-reference to the change-in-control benefits
described on page 228.
21.We note that Jefferies and BofA Securities performed additional services after your initial
public offering and part of the underwriting fee was deferred and conditioned on
completion of a business combination.  Please quantify the aggregate fees payable to each
firm that are contingent on completion of the business combination.
Proposal No. 1—The Business Combination Proposal, page 169
22.Please revise to clarify whether shareholders are being requested to approve the PIPE
financing and, if so, present this as a separate proposal.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Navitas—Overview, page 186
23.Please revise the phrase, "we have partnered with over 90% of major mobile OEMs," to
clarify its meaning and scope.

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 July 2, 2021 Page 5
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
July 2, 2021
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Navitas
Results of Operations, page 189
24.We note your risk factor on page 62 indicates that fluctuations in foreign exchange rates
against the U.S. dollar could result in changes in reported revenues and operating results
due to the foreign exchange impact of translating these transactions into U.S. dollars.
Please enhance your discussions of results of operations for each period presented to
quantify the impact of changes in revenues and expenses due to foreign currency
translations, to the extent material.
Liquidity and Capital Resources, page 191
25.Please quantify and more fully disclose and discuss your short and long term liquidity
requirements and priorities, including potential changes in your priorities based on the
impact of changes in the amount of cash available to the post-combination company due
to the amount of cash redemptions.
Critical Accounting Policies and Estimates
Share-Based Compensation, page 194
26.Please disclose and discuss changes in the estimated fair value of your common stock
during the periods presented.  Please address material differences between the valuations
used to determine the fair value of your common stock relative to the fair value implied by
the current merger transaction.
Information about Navitas—Company Overview, page 198
27.Please balance disclosure of Navitas' competitive strengths and market opportunities with
disclosure that the company has yet to operate at a profit level.  Clarify the extent to which
Navitas' products are in development stage or early-stage commercialization, including
material hurdles to full-scale production and marketing.
28.In light of Navitas' dependence on Gallium, specifically describe the company's sources of
supply of this raw material, together with any risks resulting from dependence on one or a
limited number of suppliers.  Please expand or revise related risks factors as appropriate.
Information about Navitas—Competitive Strengths, page 199
29.We note the statement, "Navitas has achieved a market-leading position in GaN power ICs
by surmounting key challenges to commercialization, resulting in a best-in-class GaN IC
solutions and a patented, multi-year advantage."  Please revise to substantiate this
statement and similar assertions elsewhere, for example on page 96, "we believe we are a
clear leader in the GaN space."

 FirstName LastNameRichard J. Hendrix
 Comapany NameLive Oak Acquisition Corp. II
 July 2, 2021 Page 6
 FirstName LastNameRichard J. Hendrix
Live Oak Acquisition Corp. II
July 2, 2021
Page 6
Information about Navitas—Intellectual Property, page 200
30.Please revise to disclose the duration of Navitas' patents.
Information about Navitas—Competition, page 201
31.We note the projection here, "we will cross the cost-parity point with silicon within 2
years," as well as market projections on page 196.  Please balance these with disclosure
regarding the risk that Navitas' projections may not be realized and identify the material
assumptions upon which these projections are based.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
LOKB
Critical Accounting Policies
Net Income Per Common Share, page 207
32.You disclose on page 208 that net income per share, basic and diluted for Class A
common stock for the three months ended March 31, 2021 is calculated by dividing the
income from investments held in the Trust Account of approximately $1,693,373, net of
applicable franchise taxes of approximately $50,000, by the weighted average number of
shares of Class A common stock outstanding for the period.  However, you disclose on
page F-12 that net income per share, basic and diluted for Class A common stock for the
three months ended March 31, 2021 is calculated by dividing the income from
investments held in the Trust Account of approximately $37,000, net of applicable
franchise taxes of approximately $50,000, by the weighted average number of shares of
Class A common stock outstanding for the period.  Please correct this discrepancy.
Information about LOKB
Conflicts of Interest, page 220
33.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and LOKB’s officers and directors.  This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, Navitas.  In addition, please clarify how LOKB's board considered those
conflicts in negotiating and recommending the business combination.
34.We note that your charter waived the corporate opportunities doctrine.  Please address this
potential conflict of interest and whether it impacted your search for an acquisition target.
Beneficial Ownership of Securities, page 255
35.Please provide the information required by Item 201 of Regulation S-K in relation to both
LOKB and Navitas' shares, including the number of holders.
36.Please disclose whether the sponsor will receive addition