☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):. Yes ☒☐ No ☐☒

As of ~~July 29, 2020, there were 20,000,000~~May 10, 2022, the registrant had 101,114,861 shares of ~~Class A~~ common stock, ~~and 5,750,000 shares~~$0.0001 par value per share, outstanding.

Table of ~~Class B common stock of the registrant issued and outstanding.~~Contents

Certain statements contained herein, as well as in other filings we make with the United States Securities and Exchange Commission (“SEC”) and other written and oral information we release, regarding our future performance constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to, among other things, the impact on our business, operations and financial results of the COVID-19 pandemic (which, among other things, may affect many of the items listed below); the demand for our products and services; revenue growth; effects of competition; supply chain and technology initiatives; inventory and in-stock positions; state of the economy; state of the credit markets, including mortgages, home equity loans, and consumer credit; impact of tariffs; demand for credit offerings; management of relationships with our employees, suppliers and vendors, and customers; international trade disputes, natural disasters, public health issues (including pandemics and related quarantines, shelter-in-place orders, and similar restrictions), and other business interruptions that could disrupt supply or delivery of, or demand for, our products or services; continuation of equity programs; net earnings performance; earnings per share; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of regulatory changes; financial outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and benefits of those acquisitions.

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, "Risk Factors" and elsewhere in this report and as also may be described from time to time in future reports we file with the SEC. You should read such information in conjunction with our Condensed Consolidated Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. There also may be other factors that we cannot anticipate or that are not described in this report, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations.

Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the SEC.

The accompanying notes are an integral part of ~~the unaudited~~these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN STOCKHOLDERS’~~STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of ~~the unaudited~~these condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30, 2020~~
~~(Unaudited)~~

Note 1. Basis of Presentation

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~Description of Business

Danimer Scientific, Inc., together with its subsidiaries (“Company”, “Danimer”, “we”, “us”, or “our”), is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. Our common stock is listed on the New York Stock Exchange under the symbol “DNMR”.

The Company (formerly Live Oak Acquisition Corp. ~~(formerly known as Foxhound Merger Partners, Inc.~~(“Live Oak”) ~~(the “Company”~~), was originally incorporated in the State of Delaware on May 24, ~~2019. The Company was~~2019 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more ~~businesses (the “Business Combination”).~~

~~The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.~~

The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

~~As of June 30, 2020, the Company had not commenced any operations. All activity for the period from May 24, 2019 (inception) through June 30, 2020 relates to the Company’s formation, the~~businesses. Live Oak completed its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in ~~the form of interest income from the proceeds derived from the Initial Public Offering.~~

~~The registration statement for the Company’s Initial Public Offering was declared effective on~~ May 5, 2020. On ~~May~~December 29, 2020, Live Oak consummated a business combination (“Business Combination”) pursuant to an Agreement and Plan of Merger, dated as of October 3, 2020 (as amended by Amendment No. 1, dated as of October 8, 2020, ~~the Company consummated the Initial Public Offering~~and Amendment No. 2, dated as of ~~20,000,000 units (the “Units”~~December 11, 2020 (collectively “Merger Agreement”), by and ~~with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 3.~~

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement toamong Live Oak, ~~Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”~~Green Merger Corp. (“Merger Sub.”), ~~generating gross proceeds of $6,000,000, which is described in Note 4.~~

~~Transaction costs amounted to $11,021,244, consisting of $3,850,000 of underwriting fees, $6,737,500 of deferred underwriting fees~~ and ~~$433,744 of other offering costs. In addition, at June 30, 2020, cash of $1,677,654 was held outside of the Trust Account (as defined below) and is available for working capital purposes.~~

Following the closing of the Initial Public Offering on May 8, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”Meredian Holdings Group, Inc. (“Legacy Danimer”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the. Immediately upon consummation of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (less $100,000 of interest to pay dissolution expenses).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction Company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to convert all or a portion of their Public Shares upon the consummation of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, ~~or (ii) by means of a tender offer. The decision as to whether~~Merger Sub. merged with and into Legacy Danimer, with Legacy Danimer surviving the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed (i) to vote their Founder Shares (as defined in Note 4) and any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination, and (ii) not to convert any shares owned by them in connection therewith. Additionally, each public stockholder may elect to convert their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert ormerger as a ~~“group” (as defined under Section 13~~wholly owned subsidiary of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

~~The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in~~Live Oak. In connection with the ~~completion of a~~ Business Combination, ~~and (b) not~~Live Oak changed its name to ~~propose an amendment~~Danimer Scientific, Inc.

On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”). Our consolidated results include those of Danimer Catalytic Technologies from the acquisition date forward. Refer to ~~(A) modify the substance or timing~~Note 2 for further discussion of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.acquisition.

Financial Statements

The Company will have until May 8, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the 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 $100,000 of interest to pay dissolution expenses), which redemption will completely extinguish public stockholders’ rights as 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 Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (1) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

The accompanying ~~unaudited~~ condensed consolidated financial statements ~~have been~~are prepared in accordance with accounting principles generally accepted in the United States ~~of America~~ (“GAAP”) ~~for interim financial information~~ and ~~in accordance with the instructions to Form 10-Q~~consolidate all assets and ~~Article 8 of Regulation S-X~~liabilities of the ~~SEC. Certain information or footnote disclosures normally included~~Company and its wholly owned subsidiaries. GAAP requires us to make certain estimates and assumptions in ~~financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules~~recording assets, liabilities, sales and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 6, 2020,~~expenses as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on May 11, 2020 and May 14, 2020. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.

~~Emerging Growth Company~~

~~The Company is an “emerging growth company,” as defined~~ in ~~Section 2(a) of~~ the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use of Estimates~~

~~The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and~~ disclosure of contingent assets and ~~liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.~~

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actualliabilities. Actual results could differ ~~significantly~~ from those estimates.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~Risks~~ All intercompany transactions and ~~Uncertainties~~

~~Management continues~~balances have been eliminated. Certain reclassifications have been made to ~~evaluate~~previously reported amounts to conform to the ~~impact~~current presentation. In preparing these condensed consolidated financial statements, we have considered and, where appropriate, included the effects of the COVID-19 pandemic on our operations. The pandemic continues to provide significant challenges to the ~~industry~~U.S. and ~~has concluded~~global economies.

Since we do 0t have any items of other comprehensive income or loss, there is no difference between net loss and comprehensive (loss) income for the three month periods ended March 31, 2022 or 2021, so a separate Statement of Comprehensive Income (Loss) that ~~while it~~would otherwise be required is ~~reasonably possible~~not presented.

Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements not yet effective that ~~the virus could~~we believe will have a ~~negative~~significant effect, or potential significant effect, on ~~the Company’s~~our condensed consolidated financial ~~position, results of its operations and/or search for a target company, the specific impact is not readily determinable as~~statements.

Note 2. Business Combination

Danimer Catalytic Technologies

On August 11, 2021, we acquired all of the outstanding shares of Novomer, Inc., a privately held company, in exchange for $153.9 million in cash, gross of cash acquired, subject to certain customary adjustments as set forth in the merger agreement. We also entered into employment or consulting agreements with, and granted stock options to, certain key employees and consultants of Novomer Inc. We have also recorded contingent purchase price payable that will be payable to the sellers upon our collection of an income tax refund receivable.

Danimer Catalytic Technologies uses its proprietary thermal catalytic conversion process to produce a unique type of PHA, referred to under its brand name as Rinnovo, that can be incorporated into some of our products as a complement to our existing PHA polymer at reduced cost.

The table below sets forth the preliminary fair values of assets acquired and liabilities assumedincludingtheadjustmentsrecordedinthethreemonthsendedMarch31,2022:


	December 31,						March 31,
(in thousands)	2021			Adjustments			2022
Cash and restricted cash	$	2,741		$	0		$	2,741
Property, plant and equipment		18,622			0			18,622
Other assets acquired		2,302			0			2,302
Right-of-use asset		2,715			0			2,715
Acquired technology		84,400			0			84,400
Goodwill		62,649			14			62,663
Deferred tax liability		(14,246	)		0			(14,246	)
Lease liability		(2,759	)		0			(2,759	)
Liabilities assumed		(2,004	)		(14	)		(2,018	)
Contingent purchase price payable		(500	)		0			(500	)
Total preliminary purchase price	$	153,920		$	0		$	153,920

We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the ~~financial statements.~~ purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

The ~~financial statements do not include any adjustments~~accounting for the business combination is based on currently available information and is considered preliminary. The final accounting for the business combination may differ materially from that ~~might result from~~presented above as future events may provide additional information about the ~~outcome~~realizability of ~~this uncertainty.~~

~~Cash and Cash Equivalents~~

~~The Company considers all short-term investments with an original maturity~~other assets or the existence of ~~three months or less when purchased~~other liabilities at the acquisition date. In addition, income tax returns for 2021 have yet to be ~~cash equivalents. At June 30, 2020, cash equivalents, consisting of money market funds, amounted to $1,501,184.~~

~~Class A Common Stock Subject to Possible Redemption~~

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrumentfiled, and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock featureswe are validating certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2020, the 18,991,384 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

~~Offering Costs~~

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,021,244 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

~~Income Taxes~~

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2020, the Company had a deferred tax asset of approximately $18,000, which had a full valuation allowance recorded against it of approximately $18,000. Deferred tax assets were immaterial as of December 31, 2019 due to the full valuation allowance against those assets.

The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible for tax purposes. During the three and six months ended June 30, 2020, the Company recorded nostate income tax ~~expense. The Company’s effective tax rate for three and six months ended June 30, 2020 was 0%,~~allocations, which ~~differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible.~~

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in ~~significant payments, accruals or material deviation~~changes to acquisition-date deferred tax liability.

The preliminary estimated goodwill is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition and the value of its ~~position.~~existing workforce. The ~~Company~~goodwill is ~~subject to~~not deductible for federal income tax ~~examinations by major taxing authorities since inception.~~purposes.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~Net Income (Loss) Per Common Share~~

~~Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding~~The following table compares pro forma revenue and loss from operations for the periods. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 16,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s condensed statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $26,459 for the three and six months ended June 30, 2020 (net of applicable franchise and income taxes of approximately $26,000, for the three and six months ended June 30, 2020), by the weighted average number of Class A redeemable common stock of 20,000,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stockcombined entity for the three months ended ~~June 30, 2020 is calculated by dividing~~March 31, 2021 as if the ~~net loss of $85,875, less income attributable~~acquisition had taken place on January 1, 2021 to ~~Class A redeemable common stock of $0, by the weighted average number of Class B non-redeemable common stock outstanding~~actual results for the ~~period. Net loss per common share, basic~~three months ended March 31, 2022. These pro forma results do not necessarily reflect what the combined entity's results would have been had the acquisition taken place at that time, and ~~diluted, for Class B non-redeemable common stock~~this pro forma financial information may not be useful in predicting our future financial results. The actual results might have differed significantly from the pro forma amounts reflected herein due to a variety of factors. The following includes pro forma adjustments to reflect amortization of acquired technology intangible assets. We do not disclose pro forma impact related to income taxes or earnings-per-share as we do not believe those are useful to the reader in our situation.


	Three Months Ended March 31,
(in thousands)	2022			2021
Revenue	$	14,743		$	13,195
Loss from operations		(30,689	)		(13,672	)

During the three months ended March 31, 2022, Danimer Catalytic Technologies incurred $2.9 million in expenses, including amortization expense.

Note 3. Fair Value Considerations

Fair value is defined as the price we would receive to sell an asset in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the ~~six months ended June 30, 2020~~investment or liability. A framework is ~~calculated by dividing the net loss of $85,935, less income attributable to Class A redeemable common stock of $0, by the weighted average number of Class B non-redeemable common stock outstanding~~used for ~~the periods. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Fair Value of Financial Instruments~~

~~The~~measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three levels of the ~~Company’s~~fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities;

Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities ~~which qualify as~~in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data;

Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Level 1

The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments ~~under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily~~such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their ~~short-term nature.~~short maturities. The carrying value of our long-term debt instruments also approximates fair value due to their recent issuance and/or near-term maturities.

~~Recent Accounting Pronouncements~~

~~Management~~We value our restricted stock that does not ~~believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have~~include market or performance factors at the closing price of a ~~material effect~~share of our common stock on the ~~Company’s condensed financial statements.~~grant date, or $5.86 for such restricted stock granted during the three months ended March 31, 2022.

~~NOTE 3. INITIAL PUBLIC OFFERING~~

~~Pursuant to~~We value our restricted stock with performance factors at the ~~Initial Public Offering, the Company sold 20,000,000 Units at a~~closing price of ~~$10.00 per Unit. Each Unit consists of one~~a share of ~~Class A~~our common stock on each period end date, or $5.86 at March 31, 2022, since such grants include a cash settlement feature.

Level 2

We value our restricted stock that contain a market-based vesting provision using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and ~~one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles~~incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed. A fair value is determined for each potential outcome. There were 0 restricted stock units that contained a market-based vesting condition issued during the ~~holder~~three months ended March 31, 2022.

Level 3

We use the Black-Scholes option pricing model to value stock options, including ESPP awards, and our outstanding warrants to purchase ~~one share~~shares of ~~Class A~~our common stock at an exercise price of ~~$11.50~~$11.50 per share, subject to ~~adjustment (see Note 6)~~adjustments, that had been privately placed prior to the Business Combination (“Private Warrants”). The Private Warrants and stock options with a cash-settlement feature are re-valued each period end, and all other stock options are valued on the date of grant only. Other than this mark to market factor, we recognize this expense on a straight-line basis over the respective vesting periods. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP awards), we use a peer group to assess volatility. We have not paid and do not currently anticipate paying a cash dividend on our common stock, so we have set the expected annual dividend yield to zero for all calculations. We used risk-free rates equal to the U.S. Treasury yield curves in effect as of the valuation dates for durations equal to the expected lives of each option. We use the simplified method under Staff Accounting Bulletin Topic 14, defined as the mid-point between the vesting period and the contractual term for each grant, to determine the expected lives of stock options and we use the remaining contractual life of the warrants as their expected life.

The following table sets forth the fair values we calculated and the ranges of values used in our Black Scholes calculations for stock options, other than ESPP awards.


	March 31,	Three Months Ended March 31,
	2022	2022	2021
Share prices of our common stock	$5.86	$3.88 - $5.86	$22.41 - $64.29
Expected volatilities	44.74%	44.42% - 48.51%	41.50% - 41.50%
Risk-free rates of return	2.38%	1.66% - 2.39%	1.05% - 1.05%
Expected option terms (years)	5.31	5.31 - 6.00	6.00 - 6.00
Calculated option values	$2.68	$0.69 - $3.44	$18.52 - $18.52

The table below sets forth the inputs we used in our Black Scholes models for Private Warrants valuations and the fair values determined.


	March 31, 2022			December 31, 2021
Share price of our common stock	$	5.86		$	8.52
Expected volatility		49.4	%		47.6	%
Risk-free rate of return		2.41	%		1.11	%
Expected warrant term (years)		3.75			3.99
Fair value determined per warrant	$	1.17		$	2.45

Note 4. ~~RELATED PARTY TRANSACTIONS~~Inventories, net

Inventories, net consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Raw materials	$	13,428	$	11,555
Work in process		989		928
Finished goods and related items		13,813		12,090
Total inventories, net	$	28,230	$	24,573

At March 31, 2022 and December 31, 2021, finished goods and related items included $6.5 million and $5.6 million of finished neat PHA. Inventory at March 31, 2022 is stated net of reserves of $1.1 million related to interim assessments to reduce the carrying value of inventory to its fair value.

Note 5. Property, Plant and Equipment, net

Property, plant and equipment, net, consisted of the following:


(in thousands)	Estimated Useful Life (Years)	March 31, 2022			December 31, 2021
Land and improvements	20	$	92		$	92
Leasehold improvements	Shorter of useful life or lease term		27,893			27,845
Buildings	15-40		2,156			2,156
Machinery and equipment	5-20		99,716			97,923
Motor vehicles	7-10		912			912
Furniture and fixtures	7-10		433			420
Office equipment	3-10		3,467			3,368
Construction in progress	N/A		262,226			212,647
			396,895			345,363
Accumulated depreciation and amortization			(32,260	)		(29,182	)
Property, plant and equipment, net		$	364,635		$	316,181

We reported depreciation and amortization expense (which included amortization of intangible assets) as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
Cost of revenue	$	2,227	$	1,839
Selling, general and administrative		161		96
Research and development		1,871		165
Total depreciation and amortization expense	$	4,259	$	2,100

Construction in progress consists primarily of the build-out of our facility in Winchester, Kentucky and early phases of construction of our new plant in Bainbridge, Georgia. Property, plant and equipment includes gross capitalized interest of $7.3 million and $5.7 million as of March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022 and 2021, interest costs of $1.6 million and $0.2 million, respectively, were capitalized to property, plant and equipment.

Note 6. Intangible Assets and Goodwill

Intangible Assets

Our recognized intangible assets consist of patents and the unpatented technological know-how of Danimer Catalytic Technologies. Our legacy patents were initially recorded at cost. The values of Danimer Catalytic Technologies' patents and unpatented know-how are inseparable and represent their acquisition-date fair value, less subsequent amortization.

We capitalize patent defense and application costs. Patent costs are amortized on a straight-line basis over their estimated useful lives, which range from 13 to 16 years. The Danimer Catalytic Technologies patents are amortized over its estimated 20 year life. Our intangible portfolio has an estimated weighted average useful life of 19.8years.

~~Founder Shares~~

Intangible assets, net, consisted of the following:


	March 31,			December 31,
(in thousands)	2022			2021
Intangible assets, gross	$	93,344		$	93,244
Capitalized patent costs not yet subject to amortization		971			869
Intangible assets subject to amortization, gross		92,373			92,375
Accumulated amortization		(9,766	)		(8,585	)
Intangible assets subject to amortization, net		82,607			83,790
Total intangible assets, net	$	83,578		$	84,659

Amortization expense of $1.2 million and $0.1 million, respectively, during the three months ended March 31, 2022 and 2021 was included in research and development costs.

Goodwill

Changes in the carrying amount of goodwill were as follows:


	March 31,
(in thousands)	2022
Balance at beginning of year	$	62,649
Adjustment of estimate of fair value of liabilities assumed related to Danimer Catalytic Technologies acquisition		14
Balance at end of year	$	62,663

Note 7. Accrued Liabilities

The components of accrued liabilities were as follows:


	March 31,		December 31,
(in thousands)	2022		2021
Construction in progress accruals	$	4,751	$	8,896
Accrued interest		2,234		274
Compensation and related expenses		1,702		4,572
Accrued loss on supply contract		1,423		1,423
Legal settlement		938		1,250
Accrued taxes		824		500
Transaction costs and other legal fees		500		850
Other		1,670		1,012
Total accrued liabilities	$	14,042	$	18,777

Note 8. Income Taxes

Income tax expense for the three months ended March 31, 2022 was a benefit of $0.3 million. Our effective income tax rates were 1.09% and 0 for the three months ended March 31, 2022 and 2021, respectively. Our effective tax rate differed from the federal statutory rate of 21% due to our valuation allowance against substantially all of our net deferred tax assets.

In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods at which time those temporary differences become deductible.

In making valuation allowance determinations, we consider all available evidence, positive and negative, affecting specific deferred tax assets, including the scheduled reversal of deferred income tax liabilities, projected future taxable income, the length of carry-back and carry-forward periods, and tax planning strategies in making this assessment. At March 31, 2022 we continued to maintain a partial valuation allowance against our net deferred tax assets due to the uncertainty surrounding realization of such assets.

Note 9. Leases

The following table sets forth the ~~Sponsor purchased 5,031,250~~allocation of our operating lease costs.


	Three Months Ended March 31,
(in thousands)	2022		2021
Cost of revenue	$	628	$	530
Selling, general and administrative		127		51
Research and development		132		144
Total operating lease cost	$	887	$	725

Note 11. Debt

The components of long-term debt were as follows:


	March 31,			December 31,
(in thousands)	2022			2021
3.25% Convertible Senior Notes	$	240,000		$	240,000
New Market Tax Credit Transactions		21,000			21,000
Subordinated Term Loan		10,205			10,205
Vehicle and Equipment Notes		368			407
Mortgage Notes		236			242
Asset-based Lending Arrangement		0			0
Total	$	271,809		$	271,854
Less: Total unamortized debt issuance costs		(10,132	)		(10,563	)
Less: Current maturities of long-term debt		(218	)		(357	)
Total long-term debt	$	261,459		$	260,934

3.25% Convertible Senior Notes

On December 21, 2021, we issued $240 million principal amount of our 3.250% Convertible Senior Notes due 2026 (“Notes”), subject to an indenture (“Indenture”).

The Notes are our senior, unsecured obligations and accrue interest at a rate of 3.250% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The terms of the Notes are complex and can be found in greater detail in our Annual Report for the year ended December 31, 2021. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares, at our election. The initial conversion rate, which is subject to change, is approximately $10.79 per share of common stock. If certain liquidity conditions are met, we may redeem the Notes between December 19, 2024, and October 20, 2026. The Notes will mature on December 15, 2026.

Capped Calls

Also in December 2021, in connection with the Notes, we purchased capped calls (“Capped Calls”) with certain well-capitalized financial institutions for ~~an aggregate price of $25,000. On January 14, 2020,~~$35 million. The Capped Calls are call options that permit us, at our option, to require the ~~Sponsor contributed back~~counterparties to the Company, for no consideration, 718,750 Founder Shares. In February 2020, the Company effected a stock dividend for 0.333333333 shares for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (updeliver to ~~an aggregate of 750,000~~us shares of ~~which were subject to forfeiture to~~our common stock. We may also net-settle the ~~extent that the underwriters’ over-allotment option was~~Capped Calls and receive cash instead of shares. We have not exercised in full or in part, so that the initial stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 6). All share and per-share amounts have been retroactively restated to reflect the forfeiture of the Founder Shares. The underwriters’ election to exercise their over-allotment option expired unexercised on June 22, 2020 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~The initial stockholders have agreed not to transfer, assign or sell~~ any of the ~~Founder~~Capped Calls at March 31, 2022, and the Capped Calls expire on April 12, 2027.

Asset-based Lending Arrangement

On April 29, 2021, we entered into a credit facility (“Credit Agreement”), which we amended December 15, 2021, with Truist Bank that includes a $20.0 million variable interest rate asset-based lending arrangement. The amount of the revolving commitment available for borrowing at any given time is subject to a borrowing base formula that is based upon our qualifying accounts receivable and inventory. Any borrowings are secured by these assets. These arrangements mature on April 29, 2026.

Interest on any borrowings is payable monthly and is calculated, at our election, using either a base rate (as defined in the Credit Agreement) plus an applicable margin of 1.50% for revolving loans and 1.75% for equipment loans, or a LIBOR market index rate (“LMIR”) (as defined in the Credit Agreement) plus an applicable margin of 2.50% for revolving loans and 2.75% for equipment loans. If we maintain a trailing twelve month consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of 1.1:1.0 or better and no event of default exists, then the applicable margins for base rate revolving loans and LMIR rate loans are 1.00% and 2.00%, respectively.

The Credit Agreement contains customary affirmative and negative covenants, and after October 29, 2023, we are required to maintain a trailing twelve month consolidated fixed charge coverage ratio of at least 1.1:1.0.

At March 31, 2022, we had 0 borrowings outstanding under the Credit Arrangement and estimated that our total availability under this arrangement was $1.1 million.

Subordinated Term Loan

In March 2019, we, through a subsidiary, entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $10 million in term loans. The term loans mature on February 13, 2024 and require monthly interest only payments, with the outstanding principal balance due at maturity. The Subordinated Term Loan provides for “springing” financial covenants including a maximum capital expenditures limit, leverage ratio, fixed charge coverage ratio and adjusted EBITDA covenants, certain of which became more restrictive over time, and which do not apply as long as the borrowing subsidiary maintains an unrestricted cash deposit of at least $10 million.

The Subordinated Term Loan remains secured by all real and personal property of the borrowing subsidiary and its subsidiaries but is subordinated to all other existing lenders. At March 31, 2022, we were in compliance with all financial covenants.

New Markets Tax Credit Transactions

We entered into financing arrangements under the New Markets Tax Credit (“NMTC”) program during 2019 with various unrelated third-party financial institutions (individually and collectively referred to as “Investors”), which then invest in certain "Investment Funds.

In each of the financing arrangements, we loaned money to the Investment Funds. These loans of $13.4 million are recorded as leveraged loan receivables as of March 31, 2022 and December 31, 2021. Each Investment Fund then contributed the funds from our loan and the Investor’s investment to a special purpose entity, which then in turn loaned the contributed funds to a wholly owned subsidiary of the Company.

We believe these borrowings, and our related loans to the Investment Funds, will be forgiven in 2026.

Vehicle and Equipment Notes

We have 17 vehicle and equipment notes outstanding at March 31, 2022 primarily relating to motor vehicles and warehouse equipment. We make monthly payments on these notes at interest rates ranging from 5.11% to 8.49%.

Mortgage Notes

We have 2 mortgage notes secured by residential property. These notes bear interest at 6.5% and 5.25% with maturity dates in October 2023 and March 2025.

Note 12. Equity

Common Stock

The following table summarizes the common stock activity for the three months ended March 31, 2022 and 2021, respectively.


	Three Months Ended March 31,
	2022			2021
Balance, beginning of period		100,687,820			84,535,640
Issuance of common stock		72,395	��		803,505
Balance, end of period		100,760,215			85,339,145

Public Warrants

At December 31, 2020, there were 10 million outstanding publicly traded warrants to purchase shares of our common stock with an exercise price of $11.50 per share, subject to adjustments (“Public Warrants”). The Public Warrants were exercisable and potentially redeemable after May 7, 2021.

On June 16, 2021, we redeemed 50,965 Public Warrants, which included all unexercised Public Warrants. Prior to the redemption, 12,033,169 Public Warrants, including some Public Warrants that had initially been Private Warrants, were exercised. Net of fees, we collected $138.1 million in connection with these exercises and redemptions. The Public Warrants had qualified as equity instruments and we had included them in additional paid-in capital.

Non-Plan Legacy Danimer Options and Warrants

Prior to 2017, Legacy Danimer had issued 208,183 stock options that were not a part of either the 2016 Executive Plan or the 2016 Omnibus Plan. These options had a weighted average exercise price of $30 per share. On December 29, 2020, the then-remaining 30,493 of these options were converted to options to purchase 279,255 shares of our common stock with a weighted average exercise price of $3.28 per share. During 2021, 153,763 of these options were exercised and as of March 31, 2022, 125,489 of these options remain.

As of December 29, 2020, Legacy Danimer had 55,319 warrants outstanding with an exercise price of $30 per share. In connection with the Business Combination, these options were converted to options to purchase 506,611 shares of our common stock with an exercise price of $3.28 per share. All remaining Legacy Danimer warrants were exercised during the three month period ended March 31, 2021 on a cashless basis by issuing 435,961 shares of common stock.

Anti-dilutive Instruments

The following instruments were excluded from the calculation of diluted shares outstanding because the effect of including them would have been anti-dilutive.


	Three Months Ended March 31,
	2022		2021
Convertible debt		22,250,040		0
Employee stock options		11,227,250		10,682,969
Public Warrants		0		10,518,847
Private Warrants		3,914,525		5,481,847
Restricted shares		2,671,482		0
Performance shares		50,251		0
Legacy Danimer options		125,489		279,253
Total excluded instruments		40,239,037		26,962,916

Note 13. Revenue

We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe presenting revenue split between our primary revenue streams of products and services best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors.

We generally produce and sell finished products, for which we recognize revenue upon shipment. Due to the highly specialized nature of our products, returns are infrequent, and therefore we do not estimate amounts for sales returns and allowances. There are no forms of variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price.

We defer certain contract fulfillment costs. These costs are amortized to cost of revenue on a per-pound basis as we sell the related product. During the three months ended March 31, 2022 and 2021, we charged $0.2 million and $0.2 million, respectively, of fulfillment costs to cost of revenue. At March 31, 2022 and December 31, 2021 we had recorded gross contract assets of $2.6 million and $1.4 million, respectively, related to these fulfillment costs.

Our R&D services contract customers generally pay us at the commencement of the agreement and then at additional intervals as outlined in each contract. We recognize contract liabilities for such payments and then recognize revenue as we satisfy the related performance obligations. To the extent collectible revenue recognized under this method exceeds the consideration received, we recognize contract assets for such unbilled consideration.

The following table shows the significant changes in the R&D contract asset and contract liability balances.


	March 31,					December 31,
	2022					2021
(in thousands)	Contract Assets		Contract Liabilities			Contract Assets		Contract Liabilities
Beginning balance	$	2,128	$	(214	)	$	0	$	(2,115	)
Revenue recognized		772		582			2,128		4,157
Unearned consideration received		0		(368	)		0		(2,256	)
Ending balance	$	2,900	$	(0	)	$	2,128	$	(214	)

Disaggregated Revenues

Revenue by geographic areas is based on the location of the customer. The following is a summary of revenue information by major geographic area:


	Three Months Ended March 31,
(in thousands)	2022		2021
Domestic	$	10,828	$	10,887
Germany		2,689		1,255
Belgium		528		0
Switzerland		301		800
All other countries		397		239
Total revenues	$	14,743	$	13,181

Note 14. Stock-Based Compensation

We grant various forms of stock-based compensation, including restricted stock units, stock options and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP”).

We also have outstanding employee and director stock options that had been issued prior to the Business Combination under legacy stock plans.

The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units.

In connection with the acquisition of Novomer, Inc. described in Note 2, we obtained additional authorized share pool of 289,951 shares, which could only be granted to former Novomer, Inc. employees or employees hired after August 11, 2021, of which no shares remain at March 31, 2022.

On January 16, 2022, our Board approved the assumption of the remaining authorized but unissued 2,895,411 shares under the Legacy Danimer 2016 Executive Plan and 2016 Omnibus Plan into our 2020 Incentive Plan.

On March 31, 2022 and December 31, 2021, 1,958,463 shares and 213,997 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan.

The 2020 ESPP Plan provides for the sale of our common stock to our employees through payroll withholding at a discount of 15% from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan. We have issued 27,407 shares as of March 31, 2022.

These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization.

The following table sets forth the allocation of our stock-based compensation expense.


	Three Months Ended March 31,
(in thousands)	2022		2021
Cost of revenue	$	29	$	26
Selling, general and administrative		11,866		5,780
Research and development		1,805		859
Total stock-based compensation	$	13,700	$	6,665

Restricted Shares ~~(except~~

During the three months ended March 31, 2022, we granted 38,659 restricted shares that lapse on February 7, 2023 and 103,092 restricted shares that lapse on successive thirds of the award on February 7, 2023, 2024 and 2025, respectively. We recognize the compensation expense for these shares on a straight-line basis from the grant date through February 7, 2025. During the three months ended March 31, 2021, we granted 1,517,836 restricted shares. The restrictions on these shares lapse on successive thirds of the award on December 29, 2021, 2022 and 2023, respectively, and 505,944 of these shares vested during 2021. We recognize the compensation expense for these shares on a straight-line basis from the grant date through December 29, 2023. We recognized $4.7 million and $1.4 million of expense related to these awards during the three months ended March 31, 2022 and 2021, respectively, and 1,153,642 shares remained outstanding at March 31, 2022.

Also during the three months ended March 31, 2021, we granted 1,517,840 restricted shares for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. We are recognizing the compensation expense for these shares on a straight-line basis from the grant date through January 2024. We recognized $4.6 million and $1.4 million of expense during the three months ended March 31, 2022 and 2021, respectively, and all of these shares remained outstanding at March 31, 2022.

Performance Shares

On March 31, 2022, we awarded 489,949 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows:

•

30% of the shares are subject to a total PHA revenue metric based on 2024 financial results. 50% of these shares vest if total PHA revenue is $151 million, 100% vest if total PHA revenue is $189 million or higher, with prorated vesting between $151 million and $189 million.

•

30% of the shares are subject to an Adjusted EBITDA Metric based on 2024 financial results. 50% of these shares vest if Adjusted EBITDA is $9.2 million, 100% vest if Adjusted EBITDA is $13.8 million or higher, with prorated vesting between $9.2 million and $13.8 million.

•

40% of the shares are subject to a Neat PHA production capacity metric based on a third party assessment at December 31, 2024, 50% of the shares vest if capacity is 68 million pounds, 100% vest if capacity is 81 million pounds or higher, with prorated vesting between 68 million pounds and 81 million pounds.

On July 23, 2021, we awarded 95,943 shares of restricted stock with performance conditions. These shares are unvested until attainment of performance targets defined in the grant agreement as follows:

•

30% of the shares are subject to a return on equity "ROE" metric based on 2023 financial results. 50% of these shares vest if ROE is 5%, 100% vest if ROE is 9% or higher, with prorated vesting between 5% and 9%.

•

30% of the shares are subject to an EBITDA Metric based on 2023 financial results. 50% of these shares vest if EBITDA is $45 million, 100% vest if ROE is $65 million or higher, with prorated vesting between $45 million and $65 million.

•

40% of the shares are subject to a Neat PHA production capacity metric based on a third party assessment at December 31, 2023, 50% of the shares vest if capacity is 75 million pounds, 100% vest if capacity is 90 million pounds or higher, with prorated vesting between 75 million pounds and 90 million pounds.

In addition to these performance conditions, vesting of certain ~~permitted transferees) until~~of these shares is also subject to having sufficient capacity in the ~~earlier~~2020 Incentive Plan, which may not have enough shares remaining to fulfill these awards. In the event registered shares are unavailable, 535,641 of ~~(i) one year after~~the 585,892 outstanding performance shares must be settled in cash as calculated using the price of our common stock on the vesting date. Due to this cash settlement feature, certain performance shares are accounted for as a liability. During the quarter ended March 31, 2022, we recognized expense of $0.1 million, included in selling, general and administrative expenses, and recorded a long-term liability of $0.1 million. Those certain performance shares are marked to market using the price of our common stock with a life-to-date adjustment. Other than this mark to market effect, expense is recognized on a straight-line basis between the date of grant and the ~~consummation~~vesting date, which we anticipate will be in February 2024 and March 2025, respectively. All of these performance shares remained outstanding at March 31, 2022.

Stock Options

A summary of stock option activity under our equity plans for the three months ended March 31, 2022 follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance, December 31, 2021		10,589,010		$	14.85		7.39	$	22,473,835
Granted		688,240			3.96
Exercised		(50,000	)		3.28				81,300
Balance, March 31, 2022		11,227,250			14.24		7.32		11,642,645
Exercisable		4,357,385		$	4.78		4.96	$	10,334,662
Vested and expected to vest		11,227,250		$	14.24		7.32	$	11,642,645

The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on the respective exercise dates or on March 31, 2022, as applicable.

In addition to the stock options granted under our equity plans, during the quarter ended March 31, 2022, we granted 972,222 stock options that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. During 2021, we granted 1,710,947 options that vest ratably on the three successive anniversaries of the grant date with the same cash-settlement feature. For the three months ended March 31, 2022, we recognized expense of $0.5 million and recorded a long-term liability of $0.5 million related to these stock options.

The weighted average grant-date fair values of options granted during the three month period ended March 31, 2022 and 2021, were $1.77 and $18.52, respectively.

As of March 31, 2022, there was $107.2 million of unrecognized compensation cost related to unvested stock options and restricted shares granted under the 2020 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.9 years.

Note 15. Commitments and Contingencies

Commitments

In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties upon production and sale of PHA. The royalty is $0.05 per pound for the first 500 million pounds of PHA sold and decreases to $0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. We incurred approximately $0.1 million in royalties during each of the three months ended March 31, 2022 and 2021.

We have open purchase orders related to our Kentucky Facility Phase II expansion and our Greenfield plant construction totaling $125.7 million with anticipated delivery at various dates through August 2024.

In November 2015, we terminated a former executive and terminated our contract with an advisory firm (“Advisory Contract”), pursuant to which we, through the advisory firm, engaged the individual as an executive of the Company. In December 2015, we deemed the Advisory Contract, together with all related arrangements in connection therewith, void, including any share issuances in connection with such arrangements. We filed suit against the former executive and the advisory firm during 2016, and various counterclaims were filed by the former executive and the advisory firm. During the third quarter of 2020, this matter was settled, we agreed to pay $8 million to resolve all outstanding claims, the executive agreed to the cancellation of any shares issued to him pursuant to the Advisory Contract and related arrangements, and the parties exchanged of mutual releases. The remaining unpaid liability of $0.9 million and $1.25 million is included in accrued liabilities at March 31, 2022 and December 31, 2021, respectively.

Litigation Matters

On May 14, 2021 a class action complaint was filed by Darryl Keith Rosencrants in the United States District Court for the Eastern District of New York, on May 18, 2021, a class action complaint was filed by Carlos Caballeros in the United States District Court for the Middle District of Georgia, on May 18, 2021 a class action complaint was filed by Dennis H. Wilkins also in the United States District Court for the Middle District of Georgia, and on May 19, 2021, a class action complaint was filed by Elizabeth and John Skistimas in the United States District Court for the Eastern District of New York. Each plaintiff or plaintiffs brought the action individually and on behalf of all others similarly situated against the Company.

The alleged class varies in each case but covers all persons and entities other than Defendants who purchased or otherwise acquired our securities between October 5, 2020 and May 4, 2021 (“Class Period”). Plaintiffs are seeking to recover damages caused by Defendants’ alleged violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“1934 Act”) and Rule 10b-5 promulgated thereunder. The complaints are substantially similar and are each premised upon various allegations that throughout the Class Period, Defendants made materially false and misleading statements regarding, among other things, our business, operations and compliance policies.

Plaintiffs seek the following remedies: (i) determining that the lawsuits may be maintained as class actions under Rule 23 of the Federal Rules of Civil Procedure, (ii) certifying a class representative, (iii) requiring Defendants to pay damages allegedly sustained by plaintiffs and the class members by reason of the acts alleged in the complaints, and (iv) awarding pre-judgment and post-judgment interest as well as reasonable attorneys’ fees, expert fees and other costs.

On July 29, 2021, the Georgia court transferred the Georgia cases to New York, and all four class actions have been consolidated into a single lawsuit in the Eastern District of New York.

On January 19, 2022, a Consolidated Amended Class Action Complaint (“Amended Complaint”) was filed in the Eastern District of New York, naming as defendants the Company, its directors and certain of its officers as well as certain former directors (collectively, “Defendants”). The Amended Complaint is brought on behalf of a ~~Business Combination, or~~class consisting of (i) purchasers of shares of the Company during the period October 5, 2020 to May 4, 2021, (ii) ~~subsequent to the consummation of a Business Combination, (x) if the last reported sale price~~all holders of the Company’s Class A common stock ~~equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and~~entitled to vote on the ~~like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) subsequent to a Business Combination, the date on which~~merger transaction between the Company ~~completes a liquidation, merger, capital stock exchange or other similar transaction which results in all~~and Meredian Holdings Group, Inc. consummated on December 28, 2020 and (iii) purchasers of Company securities pursuant to the Company’s ~~stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.~~

~~Promissory Note — Related Party~~

OnRegistration Statement on Form S-4 that was declared effective on December 31, 2019, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due on the earlier of June 30,16, 2020 or the ~~completion~~Company’s Registration Statement on Form S-1 that was declared effective on February 16, 2021. The Amended Complaint asserts claims for violations of Sections 10(b), 14(a) and 20(a) of the ~~Initial Public Offering. The outstanding balance~~Securities Exchange Act of ~~$160,000 under the Promissory Note was repaid upon the consummation~~1934 and Rules 10(b)-5(a)-(c) promulgated thereunder and Sections 11, 12 and 15 of the ~~Initial Public Offering on May 8, 2020.~~

~~Private Placement~~

~~Simultaneously~~Securities Act of 1933. Plaintiffs seek the following remedies: (a) a determination that the lawsuit is a proper class action pursuant to Rule 23 of the Federal Rules of Civil Procedure and certifying Plaintiffs as class representative, (b) awarding compensatory and punitive damages allegedly sustained by the class members by reason of the acts set forth in the Amended Complaint and (c) awarding pre-judgment and post-judgment interest and costs and expenses, including reasonable attorneys’ fees and experts’ fees and other costs. The Defendants will file a motion to dismiss the Amended Complaint in accordance with the ~~closing~~following briefing schedule: motion due by May 13, 2022, opposition due by July 14, 2022 and reply due by August 30, 2022.

On May 24, 2021, a shareholder derivative lawsuit was filed in the Court of Chancery of the ~~Initial Public Offering, the Sponsor purchased an aggregate~~State of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portionDelaware by Richard Delman on behalf of the ~~proceeds~~Company, alleging breach of fiduciary duty against the Company’s directors. On October 6, 2021, a shareholders derivative lawsuit was filed in the United States District Court for the District of Delaware by Ryan Perri on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. Both derivative lawsuits have been stayed pending the outcome of Defendants’ intended motion to dismiss the securities class actions. These derivative complaints repeat certain allegations which are already in the public domain. Defendants deny the allegations of the above complaints, believe the lawsuits are without merit and intend to defend them vigorously.

Since we are unable to estimate the likelihood of incurring a loss, or the amount of loss, if any, related to these matters, we have not accrued any losses for these matters at March 31, 2022.

On May 5, 2021, we received a letter from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceedsAtlanta regional office of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

~~Related Party Loans~~

~~In addition, in order to finance transaction costs~~SEC, in connection with a ~~Business Combination,~~non-public, fact-finding inquiry, requesting that we voluntarily produce certain specified information. On July 14, 2021, we timely and voluntarily produced the ~~Sponsor or an affiliate~~information requested by the SEC. On January 26, 2022, we received a follow-up request from the SEC for additional documents and information. By April 8, 2022, we timely and voluntarily produced the additional information requested by the SEC and have since received no further correspondence.

In the ordinary course of ~~the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as~~business, we may be ~~required (“Working Capital Loans”). If the Company completes~~ a ~~Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released~~party to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At June 30, 2020 and December 31, 2019, no Working Capital Loans were outstanding.

~~NOTE 5. COMMITMENTS~~

~~Registration Rights~~

Pursuant to a registration rights agreement entered into on May 5, 2020, the holders of the Founder Shares, Private Placement Warrants (and the shares of Class A common stock underlying such Private Placement Warrants) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities invarious other ~~registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~Underwriting Agreement~~

The underwriters were paid a cash underwriting discount of $3,850,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $6,737,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any underwriting discounts or commission on the Units purchased by investors that were identified by the Sponsor.

~~NOTE 6. STOCKHOLDERS’ EQUITY~~

~~Preferred Stock~~ ~~— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined~~legal proceedings from time to ~~time by the Company’s Board of Directors. At June 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.~~time.

~~Class A Common Stock~~ — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2020, there were 1,008,616 shares of Class A common stock issued and outstanding, excluding 18,991,384 shares of Class A common stock subject to possible redemption. At December 31, 2019, there were no shares of Class A common stock issued or outstanding.

~~Class B Common Stock~~ — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each common share. At June 30, 2020 and December 31, 2019, there were 5,000,000 and 5,750,000 shares of Class B common stock issued and outstanding, respectively.

Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

~~Warrants~~ — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that, as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~Once the warrants become exercisable, the Company may redeem the Public Warrants:~~

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At June 30, 2020, assets held in the Trust Account were comprised of $9,388 in cash and $200,017,071 in U.S. Treasury Bills, which are held at amortized cost. Through June 30, 2020, the Company has not withdrawn any interest earned on the Trust Account.

~~LIVE OAK ACQUISITION CORP.~~
~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~JUNE 30, 2020~~
~~(Unaudited)~~

~~The gross holding losses and fair value of held-to-maturity securities at June 30, 2020 are as follows:~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

~~References~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this “Report”) of Danimer Scientific, Inc. contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Except where the context otherwise requires or where otherwise indicated, the terms the “Company,” “Danimer,” “we,” “us,” and “our,” refer to the consolidated business of Danimer Scientific, Inc. and its consolidated subsidiaries. All statements in this ~~report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Live Oak Acquisition Corp. References to our “management” or our “management team” refer to our officers~~Report, other than statements of historical fact, are forward-looking statements These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, and ~~directors, references~~strategies regarding future events and are based on currently available information as to the ~~“Sponsor” refer~~outcome and timing of future events. Forward-looking statements may contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” the negative of such terms and other similar expressions which are intended to ~~Live Oak Sponsor Partners, LLC.~~identify forward-looking statements, although not all forward-looking statements contain such identifying words. The ~~following discussion and analysis~~Company cautions you that these forward-looking statements are subject to all of the ~~Company’s financial condition~~risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business. Actual results and timing of ~~operations should be read~~selected events may differ materially from those anticipated in ~~conjunction with~~ the ~~financial~~forward-looking statements ~~and~~as a result of various factors, including those set forth under the ~~notes thereto contained~~section entitled “Risk Factors” or elsewhere in this ~~Quarterly~~ Report. ~~Certain~~

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These forward-looking statements are based on information ~~contained~~available as of the date of this Report (or, in the ~~discussion and analysis set forth below includes~~case of forward-looking statements ~~that~~incorporated herein by reference, if any, as of the date of the applicable filed document), and any accompanying supplement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~This Quarterly Report includes “forward-looking statements” that are not historical facts~~As a result of a number of known and ~~involve~~unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ ~~materially from~~include:

Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those ~~expected and projected. All statements, other than statements of historical fact included~~discussed in this ~~Quarterly~~ Report, ~~including, without limitation, statements in this~~specifically the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations” regarding~~Operations.” Other risks and uncertainties are and will be disclosed in our prior and future SEC filings. The following information should be read in conjunction with the ~~Company’s~~Condensed Consolidated Financial Statements and related notes appearing in Part I, Item 1 of this Report.

The following discussion and analysis of our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performancecondition and results ~~discussed~~of operations describes the business historically operated by Meredian Holdings Group and its subsidiaries (“Legacy Danimer”) under the “Danimer Scientific” name as an independent enterprise prior to December 29, 2020.

On December 29, 2020, the registrant, Live Oak Acquisition Corp. (“Live Oak”), merged with and into Legacy Danimer, with Legacy Danimer surviving as the surviving company (“Business Combination”) and as a wholly owned subsidiary of Live Oak, and changed its name from Live Oak Acquisition Corp. to Danimer Scientific, Inc. (“Danimer”). Live Oak was incorporated in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors sectionState of ~~the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed~~Delaware on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whetherMay 24, 2019 as a ~~result of new information, future events or otherwise.~~

~~We are a blank check~~special purpose acquisition company ~~incorporated as a Delaware corporation and~~ formed for the purpose of effecting a ~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination~~business combination with one or more businesses. Live Oak completed its initial public offering in May 2020.

On August 11, 2021, we closed the acquisition of Novomer, Inc. (“Danimer Catalytic Technologies”) in exchange for $153.9 million in cash, gross of cash acquired, subject to certain customary adjustments as set forth in the merger agreement. Danimer Catalytic Technologies' financial results are included in those of the Company from that date forward. Danimer Catalytic Technologies utilizes feedstocks as an input into its proprietary thermal catalytic conversion process to produce a unique type of PHA or p(3HP) or otherwise referred to under its brand name as Rinnovo.

We are a performance polymer company specializing in bioplastic replacement for traditional petroleum-based plastics. We bring together innovative technologies to deliver biodegradable bioplastic materials to global consumer product companies. We believe that we are the only commercial company in the bioplastics market to combine the production of a base polymer along with the reactive extrusion capacity in order to give customers a “drop-in” replacement for a wide variety of petroleum-based plastics. We derive our revenue from product sales of PLA- and PHA-based resins as well as from services such as R&D and tolling.

We are a leading producer of polyhydroxyalkanoate (“PHA”), a biodegradable plastic alternative, which we sell under the proprietary Nodax brand name, for use in a wide variety of plastic applications including straws and food containers, among other things. We make Nodax through a fermentation process where bacteria consume vegetable oil and make PHA within their cell walls as energy reserves. We harvest the PHA from the bacteria, then purify and filter the bioplastic before forming the PHA into pellets, which we combine with other inputs using a reactive extrusion process to manufacture formulated finished product. PHAs are a complete replacement for petroleum-based plastics where the convertors do not have to purchase new equipment to switch to the new biodegradable plastic. Utilizing PHA as a base resin significantly expands the number of potential applications for bioplastics in the industry and enables us to produce resin that is not just compostable, but also fully biodegradable.

We recently began making PHA on a commercial scale. In December 2018, we acquired a fermentation facility in Winchester, Kentucky (“Kentucky Facility”). We embarked on a two-phase commissioning strategy for the Kentucky Facility. Phase II construction is underway with production expected to commence in the second quarter of 2022, which will expand the capacity of the plant by 45 million pounds of finished product, bringing total plant capacity up to 65 million pounds of finished product per year. We have ~~not selected any specific Business Combination target~~invested approximately $122 million of the projected $128 million, in the Phase II expansion through March 31, 2022 excluding pre-engineering costs, capitalized interest and internal labor and overhead.

In November 2021, we broke ground for the construction of a PHA plant in Bainbridge, Georgia (“Greenfield Facility”) that would require a capital investment of approximately $500 million to $612 million with a planned annual production capacity of approximately 125 million pounds of finished product. Through March 31, 2022, we have ~~not, nor~~invested approximately $100 million in the Greenfield Facility, excluding capitalized interest and internal labor and overhead. We may add additional capacity to the Greenfield Facility at a future date.

We currently anticipate spending between $100 million to $180 million on the Rinnovo plant. Once the Rinnovo plant is completed and after making some additional investments in extrusion capacity, the Danimer network is expected to have production capacity of approximately 330 million pounds of PHA-based finished product resins when blended with other inputs. Danimer also expects to have approximately 60 million pounds of Rinnovo remaining to sell on a standalone basis or in formulations that don't include Nodax.

Since 2004, we have been producing proprietary plastics using a natural plastic called polylactic acid (“PLA”) as a base resin. PLA has ~~anyone on our behalf, initiated any substantive discussions, directly~~limited functionality in its unformulated, or ~~indirectly, with any Business Combination target.~~“neat,” form. We ~~intend to effectuate our initial Business Combination using cash from~~purchase PLA and formulate it into bioplastic resins by leveraging the ~~proceeds~~expertise of our ~~Initial Public Offering~~chemists and our proprietary reactive extrusion process. Our formulated PLA products allow many companies to begin to use renewable and compostable plastics to meet their customers’ growing sustainability needs. We were the ~~private placement~~first company in the world to create a bioplastic suitable for coating disposable paper cups to withstand the temperatures of ~~the Private Placement Warrants, the proceeds of the sale of~~hot liquids such as coffee. We have expanded our ~~shares in connection~~product portfolio and now supply customers globally.

Our technology team partners with ~~our initial Business Combination (pursuant~~global consumer product companies to ~~forward purchase agreements or backstop agreements we may enter into), shares issued~~develop custom biopolymer formulations for specific applications. R&D contracts are designed to ~~the owners of the target, debt issued to bank or~~develop a formulated resin using PHA, PLA and other ~~lenders or the owners of the target, or a combination of the foregoing.~~

~~The issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:~~

~~Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:~~

biopolymers that can be run efficiently on existing conversion equipment. We expect successful R&D contracts to ~~continue~~culminate in supply agreements with the customers. Our R&D services not only provide revenue but also a pipeline of future products.

In addition to ~~incur significant costs~~producing our own products, we also toll manufacture for customers that need the unique extruder or reactor setup we employ for new or scale-up production. Our specialty tolling services primarily involve processing customer-owned raw materials to assist them in ~~the pursuit~~addressing their extrusion capacity constraints or manufacturing challenges.

Comparability of ~~our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will~~Financial Information

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expensescomparable between periods as a result of ~~being~~the Business Combination and the acquisition of Danimer Catalytic Technologies.

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.

Our product revenue is significantly impacted by our ability to successfully scale the Kentucky Facility for commercial production of PHA. The completion of Phase II of the Kentucky Facility will significantly increase our capacity to produce and sell PHA, which is in high demand by our customers. Using Nodax as a base resin significantly expands the number of potential applications for bioplastics and also enables us to produce a resin that is not just compostable, but also fully biodegradable. Since we just recently introduced our PHA on a commercial scale, our product revenues are also impacted by the timing and success of customer trials as well as product degradation testing and certifications. Our product revenue from PLA-based resins is primarily impacted by the effective launch of new product offerings in new markets by our customers as well as the ability of our suppliers to continue to increase their production capacity of neat PLA. Finally, our product revenue is impacted by our ability to deliver biopolymer formulations that can be efficiently run on customer conversion equipment and meet customer application specifications and requirements.

Our services revenue is primarily impacted by the timing of, and execution against, customer contracts. Research and development services generally involve milestone-based contracts to develop PHA-based solutions designed to a customer’s specifications. Service revenues are recognized over time with progress measured based on personnel hours incurred to date as a percentage of total estimated personnel hours for each contract. Upon the completion of research and development contracts, customers generally have the option to enter into long-term supply agreements with us for the developed product solutions. Our ability to grow our services revenue depends on our ability to develop a track record of developing successful biopolymer formulations for our customers and effectively transitioning those formulations to commercial scale production.

Cost of revenue is comprised of costs of goods sold and direct costs associated with research and development service projects. Costs of goods sold consists of raw materials and ingredients, labor costs including stock-based compensation for production staff, related production overhead, rent and depreciation costs. Costs associated with research and development service contracts include labor costs, related overhead costs and outside consulting and testing fees incurred in direct relation to the specific service contract.

Selling, general and administrative expense consists of salaries, marketing expense, corporate administration expenses, stock-based compensation not allocated to research and development or costs of revenue personnel, and elements of depreciation, rent and facility expenses that are not directly attributable to direct costs of production or associated with research and development activities.

Research and development expense includes salaries, stock-based compensation, third-party consulting and testing fees, and rent and related facility expenses directly attributable to research and development activities not associated with revenue generating service projects.

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. In response, government authorities have issued an evolving set of mandates, including requirements to shelter-in-place, curtail business operations, restrict travel and avoid physical interaction. These mandates and the continued spread of COVID-19 have disrupted normal business activities in many segments of the global economy, resulting in weakened economic conditions. Government mandates have been lifted by certain public authorities and economic conditions have improved in certain sectors of the economy. Certain regions of the world have experienced increasing numbers of COVID-19 cases, however, and if this continues and if public authorities intensify efforts to contain the spread of COVID-19, normal business activity may be further disrupted and economic conditions could weaken.

Our ability to continue to operate without any significant negative impacts will in part depend on our ability to protect our employees and our supply chain. We have endeavored to follow actions recommended by governments and health authorities to protect our employees, with particular measures in place for those working in our manufacturing and laboratory facilities. We have been able to broadly maintain our operations, and we intend to continue to work with our stakeholders (including customers, employees, suppliers and local communities) to responsibly address this global pandemic. However, uncertainty resulting from the global pandemic could result in an unforeseen disruption to our supply chain (for example a closure of a key manufacturing or distribution facility or the inability of a key supplier or transportation partner to source and transport materials and equipment) that could impact our operations and capital projects.

Although our revenue has continued to grow during the continuing global pandemic, we believe that some of our customers have deferred decision making and commitments regarding future orders and new contracts. The global pandemic has also resulted in delays in performing trials with new customers and obtaining certification for new products. We have not observed any material impairments of, or other significant changes to, the fair value of our assets due to the COVID-19 pandemic.

For additional information on risk factors that could impact our results, please refer to “Risk Factors” located elsewhere in this Report.

During the first quarter, we made further inroads in our mission to create biodegradable consumer packaging and other products which address the global plastics waste crisis, building on our team’s many accomplishments since we became a public company ~~(for legal, financial reporting, accounting~~in late 2020 by:

Some of our PLA materials are used in products that are sold into Russia and Ukraine, and such sales have been disrupted by the ongoing conflict there. Further, the producer of those products is seeking to use a new formulation and we do not know if we will be awarded that business. As a result, PLA sales declined during the quarter, we expect them to decline as ~~well as expenses as~~compared with the prior year for the remainder of 2022, and we ~~conduct due diligence~~recorded a charge of $1.0 million during the quarter to reflect the reduced fair value of our raw material and finished goods on ~~prospective Business Combination candidates.~~hand related solely to this business.

~~For~~With respect to the ~~three months ended June 30, 2020, we had a net loss of $85,875, which consists of operating costs of $112,334, offset by interest income on marketable securities held~~war in the ~~Trust Account of $26,459.~~

For the six months ended June 30, 2020, we had a net loss of $85,935, which consists of operating costs of $112,394, offset by interest income on marketable securities held in the Trust Account of $26,459.

~~For the period from May 24, 2019 (inception) through June 30, 2019, we had a net loss of $2,774, which consists of formation costs.~~

Until the consummation of the Initial Public Offering, the Company’s only sources of liquidity were the proceeds from the initial purchase of Class B common stock by our Sponsor and loans from our Sponsor.

On May 8, 2020, we consummated our Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,000,000.

Following our Initial Public Offering and the sale of the Private Placement Warrants, a total of $200,000,000 was placed in the Trust Account. We incurred $11,021,244 in transaction costs, including $3,850,000 of underwriting fees, $6,737,500 of deferred underwriting fees and $433,744 of other offering costs.

For the six months ended June 30, 2020, cash used in operating activities was $63,602. Net loss of $85,935 was affected by interest earned on marketable securities held in the Trust Account of $26,459 and changes in operating assets and liabilities, which provided $48,792 of cash from operating activities.

As of June 30, 2020, we had cash and marketable securities of $200,026,459 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the six months ended June 30, 2020, we did not withdraw any of interest earned on the Trust Account to pay for our franchise taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2020, we had cash and cash equivalents of $1,677,654 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operateUkraine, our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously withand operational environment is impacted by, among other things, responsive governmental actions including sanctions imposed by the ~~completion of our initial Business Combination. If we are unable to complete our initial Business Combination because~~U.S. and other governments.

While we do not have ~~sufficient funds available~~operations in either country, we have experienced a decline in sales due to ~~us, we will be forced to cease operations and liquidate~~ the ~~Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

conflict. We have ~~no obligations, assets or liabilities,~~also experienced supply chain challenges and increased logistics and raw material costs which ~~would~~we believe may be ~~considered off-balance sheet arrangements~~due in part to the negative impact on the global economy from the ongoing war in Ukraine, including but not limited to canola oil, which our PHA production currently uses as a feedstock. Prior to the Russian invasion, Ukraine was a significant producer of ~~June 30, 2020. We~~canola, though we do not ~~participate~~source from Ukraine, and we have already placed orders to reduce our exposure to shortages or inflation.

The extent to which the conflict may continue to impact Danimer in ~~transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for~~future periods will depend on future developments, including the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to a deferred fee of $6,737,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the termsseverity and duration of the ~~underwriting agreement.~~conflict, its impact on regional and global economic conditions, and the extent of supply chain disruptions. We will continue to monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.

The preparation of ~~condensed~~ financial statements ~~and related disclosures~~ in conformity with U.S. generally accepted accounting principles ~~generally accepted in the United States of America~~(“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported ~~amounts~~amount of assets and liabilities, the disclosure of contingent assets and liabilities atand the ~~date~~reported amounts of ~~the financial statements, and income~~revenue and expenses during the reported periods. Our disclosure of our key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, are set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.

Condensed Consolidated Results of Operations for the Three Months Ended March 31, 2022 and 2021:

The increase in product revenue was driven by a 15% increase in pounds sold and a 4% increase in our weighted average selling price. In the first quarter of 2022, PHA-based products represented 52% of total revenue and only represented 29% of total revenue during the same period in the prior year. PHA-based product sales increased $3.9 million due to production capacity ramp-up in our Kentucky Facility. PLA-based product sales decreased $1.8 million compared to the prior year period primarily due to the conflict in Ukraine.

The decrease in service revenue relates primarily to a $0.6 million decrease in revenue from research and development contracts. We recognize revenue for these R&D services over time with progress measured based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract, and we incurred fewer such hours in the current year as certain projects near completion.

Three of our customers accounted for 58% and 54% of total revenue for the three months ended March 31, 2022 and 2021, respectively.

Cost of revenue increased 37% for the three months ended March 31, 2022 as compared with the three months ended March 31, 2021. This is largely driven by the 15% increase in pounds sold noted above. Cost of revenue for the current quarter includes a $1.0 million charge for inventory associated with certain customers that sell product in Ukraine and a charge for unusual manufacturing costs of $0.3 million resulting from temporary changes put in place during a safety review performed following the December 2021 fire in our Kentucky Facility, which combined represent another 11% of this increase. Most of the remaining increase is related to the relative mix between PHA and PLA sales. As noted above, PHA sales increased significantly as a percentage of total product revenue this quarter as compared with the prior year quarter. While the Phase I Kentucky Facility has reached the ability to produce at full capacity, much of what was sold during the quarter had been produced previously, during periods ~~reported. Actual results could materially differ from~~of lower utilization and higher fixed cost absorption rates. As a result, the margin profile of the PHA sold continues to be lower than that of our PLA products. We believe the margin profile of our PHA products will continue to improve after this older, higher-cost inventory works through the channel and Phase II of our expansion comes online and begins to operate at scale.

The decline in gross profit percentage was primarily due to lower volumes of PLA products that led to a lower margin for those ~~estimates. We have identified~~products in the ~~following critical accounting policies:~~current quarter, combined with lower R&D and tolling services revenue, partially offset by higher PHA volumes at improved margins. Our gross profit percentage was also impacted by $1.3 million, or 9% of total revenue, of specifically-identified charges also noted above for the quarter.

The increase in selling, general and administrative expense was due primarily to ~~Possible Redemption~~an increase in stock-based compensation expense of $6.1 million primarily related to equity awards granted since the prior year period as well as $1.5 million in compensation and benefit related expenses due to headcount increases during the prior and current year, an increase of $1.4 million in legal costs incurred to support our transition to becoming a publicly traded company, $0.6 million increase in office expenses and $0.4 million increase in property and other insurance costs and increased accrued property taxes associated with our growing asset base. The increase in research and development expense period over period was primarily due to $2.6 million increase of R&D expense of Danimer Catalytic Technologies (including $1.7 million of depreciation and amortization), an increase of $1.0 million due to compensation and benefits costs related to additional headcount in the research and development areas and an increase in stock-based compensation of $0.9 million primarily related to equity awards granted since the prior year.

~~We account for~~The current quarter remeasurement gain on our Private Warrants represents a decrease in the fair value of each of the 3.9 million outstanding Private Warrants due primarily to a decrease in the market price of our common stock ~~subject~~during the period. The prior year quarter remeasurement loss was, conversely, due to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock price increase during that period.

The increase in interest expense, net of capitalization, primarily resulted from the issuance of our $240 million principal amount 3.250% Convertible Senior Notes in December 2021.

For the current quarter, we had a tax benefit of $0.3 million as compared to no tax benefit or expense in the prior year quarter. Our effective tax rates differed from the federal statutory rate of 21% due to our net loss position and maintaining a full valuation allowance, other than as noted in connection with the acquisition of Danimer Catalytic Technologies.

We reported a net loss in the three months ended March 31, 2022 of $26.4 million as compared with a loss of $94.7 million in the prior year period. The decrease in loss before income taxes for the three months ended March 31, 2022 compared with 2021 was primarily attributable to loss on remeasurement of private warrants during the prior year quarter and a gain on such remeasurement in the current year period. This decrease was offset by increases in operating expenses during the current quarter, as discussed in the sections above.

Our primary sources of liquidity are currently equity issuances and debt financings. As of March 31, 2022 we had $210.0 million in cash and cash equivalents. While we believe we have established a growing source of revenue that will be sufficient to cover our ongoing operating costs once our production reaches scale, we are currently experiencing a period of significant capital expenditures resulting from the ongoing expansion and construction of our manufacturing and production facilities.

Excluding pre-engineering costs, capitalized interest and internal labor and overhead, we have invested $122.3 million in the Phase II expansion through March 31, 2022. In total, we expect to invest $128 million in the Kentucky Facility by the time it is completed. We broke ground on our Greenfield Facility construction ahead of schedule in November 2021 and started placing orders for long-lead time equipment items to mitigate the impacts of ongoing inflation and delivery delays that may result from global supply chain challenges. As of March 31, 2022, we have invested $100 million of capital for the Greenfield Facility, excluding capitalized interest, internal labor and overhead. The completion of the Greenfield Facility is contingent upon receiving additional financing. We believe we have adequate liquidity to fund our operations for the next twelve months.

As of March 31, 2022, our most significant borrowing facilities are our 3.25% Convertible Senior Notes and our Subordinated Term Loan described below.

On December 21, 2021, we issued $240 million principal amount of our 3.250% Convertible Senior Notes due 2026 (“Notes”), subject to ~~possible redemption is presented as temporary equity, outside~~an indenture (“Indenture”).

The Notes are our senior, unsecured obligations and accrue interest at a rate of 3.250% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The terms of the ~~stockholders’ equity section~~Notes are complex and can be found in greater detail in our Annual Report for the year ended December 31, 2021. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares, at our election. The initial conversion rate, which is subject to change,

is approximately $10.79 per share of common stock. If certain liquidity conditions are met, we may redeem the Notes between December 19, 2024, and October 20, 2026. The Notes will mature on December 15, 2026.

Also in December 2021, in connection with the Notes, we purchased capped calls (“Capped Calls”) with certain well-capitalized financial institutions for $35 million. The Capped Calls are call options that permit us, at our option, to require the counterparties to deliver to us shares of our ~~condensed~~common stock. We may also net-settle the Capped Calls and receive cash instead of shares. We have not exercised any of the Capped Calls at March 31, 2022, and the Capped Calls expire on April 12, 2027.

In March 2019, we, through a subsidiary, entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $10 million in term loans. The term loans mature on February 13, 2024 and require monthly interest only payments, with the outstanding principal balance ~~sheets.~~due at maturity. The Subordinated Term Loan provides for “springing” financial covenants including a maximum capital expenditures limit, leverage ratio, fixed charge coverage ratio and adjusted EBITDA covenants, certain of which became more restrictive over time, and which do not apply as long as the borrowing subsidiary maintains an unrestricted cash deposit of at least $10 million.

We apply the two-class method in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstandingCash Flows for the ~~periods.~~ Three Months Ended March 31, 2022 and 2021:

The following table summarizes our cash flows from operating, investing and financing activities:

Net ~~loss per common share, basic~~cash used in operating activities was $17.6 million during the current quarter and ~~diluted~~was $14.2 million during the comparable period for ~~Class B non-redeemable common stock is calculated by dividing net loss less income~~2021. The period-to-period change was primarily attributable to ~~Class A redeemable common stock, by~~changes in working capital.

In the ~~weighted average number of shares of Class B non-redeemable common stock outstanding~~current quarter, we used $58.9 million for the ~~periods presented.~~purchase of property, plant and equipment which exceeds the $23.9 million for such purchases in the prior year quarter. During 2022, we continued construction of the Greenfield Facility and Phase II of our expansion of our Kentucky Facility.

~~Recent Accounting Standards~~For the current quarter, net cash provided by financing activities of $0.1 million consisted primarily of:

In the prior year quarter, net cash used in financing activities of $26.6 million consisted primarily of:

~~Management does~~At March 31, 2022, we do not ~~believe~~have any off-balance sheet arrangements that ~~any recently issued, but not yet effective, accounting standards, if currently adopted, would~~have or are reasonably likely to have a ~~material~~current or future effect on our ~~condensed~~ financial ~~statements.~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~We are exposed to various market risks, including potential losses arising from adverse changes in market prices and rates, such as various commodity prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

~~As of June 30, 2020, we were~~Our primary financial instruments are cash and cash equivalents. This includes cash in banks and highly rated, liquid money market investments. We believe these instruments are not subject to ~~any~~material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or ~~interest rate risk. Following~~prices.

Our products are made using various purchased components and several basic raw materials, in particular PLA, polybutylene succinate (“PBS”), polybutylene adipate terephthalate (“PBAT”) and canola oil. We expect prices for these items to fluctuate based on marketplace demand and other factors, such as the ~~consummation~~effect of the Russian invasion of Ukraine on canola oil prices. Our product margins and level of profitability may fluctuate whether or not we pass increases in purchased component and raw material costs on to our Initial Public Offering, the net proceeds received into the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.customers.

~~Disclosure~~Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

On August 11, 2021, we completed the acquisition of Danimer Catalytic Technologies. SEC guidance permits management to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition. In conducting our evaluation of the effectiveness of our internal control over financial reporting, we excluded Danimer Catalytic Technologies in our evaluation during the three-month period ended March 31, 2022. We are in the process of incorporating Danimer Catalytic Technologies into our system of internal control over financial reporting.

We maintain disclosure controls and ~~other~~ procedures that are designed to ensure that information required to be disclosed in ~~our~~the reports ~~filed~~we file or ~~submitted~~submit under the Exchange Act isare recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer,~~principal financial officer, as appropriate to allow timely decisions regarding required ~~disclosure.~~disclosures.

~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of~~We have evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures for the three month period ended March 31, 2022. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of ~~June 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that~~the date of this report, our disclosure controls and procedures (as defined in ~~Rules 13a-15 (e) and 15d-15 (e)~~Rule 13a-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended)~~Act) were ~~effective.~~

~~During the most recently completed fiscal quarter, there has been no change~~not effective due to material weaknesses in our internal control over financial reporting that ~~has~~were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Other than the remediation efforts discussed below, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three month period ended March 31, 2022 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, we began implementing remediation plans to address the material weaknesses referenced above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Refer to the information provided in Note 15 to the Notes to the Condensed Consolidated Financial Statements presented in Part I, Item 1. of this report.

~~As of the date of this Quarterly Report, except as set forth below, there~~There have been no material changes ~~to the risk factors disclosed~~ in our final prospectus for our Initial Public Offering filed with the SEC on May 6, 2020. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from ~~time to time~~those disclosed in Part I, Item 1A. of our ~~future filings with~~Annual Report on Form 10-K for the ~~SEC.~~year ended December 31, 2021.

~~Our search for a business combination may be materially adversely affected by the recent COVID-19 outbreak.~~

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a novel strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted for an extended period, the Company’s financial position, results of operations and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

~~ITEM~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS.~~PROCEEDS

On May 8, 2020, we consummated the Initial Public Offering of 20,000,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Jefferies LLC acted as the sole book-running manager and BMO Capital Markets Corp. and BTIG, LLC acted as the co-managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-236800). The Securities and Exchange Commission declared the registration statements effective on May 5, 2020.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $6,000,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

~~Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $200,000,000 was placed in the Trust Account.~~

We paid a total of $3,850,000 in underwriting discounts and commissions and $433,744 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $6,737,500 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

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 thereunto duly authorized.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~Units, each consisting of one share of~~ Class A Common ~~Stock and one-half of one Redeemable Warrant~~stock, $0.0001 par value per share	~~LOAK.U~~ DNMR	New York Stock Exchange
~~Class A Common Stock, par value $0.0001 per share~~	~~LOAK~~	~~New York Stock Exchange~~
~~Warrants, each exercisable for one share Class A Common Stock for $11.50 per share~~	~~LOAK WS~~	~~New York Stock Exchange~~

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~~PART 1 – FINANCIAL INFORMATION~~
PART I.	FINANCIAL INFORMATION
~~Item 1.~~	~~Condensed Financial Statements~~	1
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets ~~as of June 30, 2020 (unaudited) and December 31, 2019~~	1 2

	Condensed Consolidated Statements of Operations ~~for the Three and Six Months Ended June 30, 2020 (unaudited) and for the period from May 24, 2019 (inception) Through June 30, 2019 (unaudited)~~	2 3
	Condensed Consolidated Statements of Stockholders' Equity	4
	Condensed ~~Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 (unaudited) and for the period from May 24, 2019 (inception) Through June 30, 2019 (unaudited)~~	3

	~~Condensed~~Consolidated Statements of Cash Flows ~~for the Six Months Ended June 30, 2020 (unaudited) and for the period from May 24, 2019 (inception) Through June 30, 2019 (unaudited)~~	4 5

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~	5 6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14 18

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	17 24
Item 4.	Controls and Procedures	25
~~Item 4.~~	~~Control and Procedures~~	17
PART II.	OTHER INFORMATION	26
~~PART II – OTHER INFORMATION~~
Item 1.	Legal Proceedings	26
Item 1.1A.	~~Legal Proceedings~~ Risk Factors	18 26

~~Item 1A.~~	~~Risk Factors~~	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18 26
Item 6.	Exhibits	26
~~Item 3.~~ Signatures		~~Defaults Upon Senior Securities~~	18

~~Item 4.~~	~~Mine Safety Disclosures~~	19

~~Item 5.~~	~~Other Information~~	19

~~Item 6.~~	~~Exhibits~~	19

~~SIGNATURES~~		20 27

	June 30, 2020			December 31, 2019
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$1,677,654			$20,000
Prepaid expenses and other current assets		29,268			—
Total Current Assets		1,706,922			20,000

Deferred offering costs		—			57,950
Cash and marketable securities held in Trust Account		200,026,459			—
Total Assets	$	201,733,381		$	77,950

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	82,040		$	3,980
Accrued offering costs		—			52,950
Total Current Liabilities		82,040			56,930

Deferred underwriting fee payable		6,737,500			—
Total Liabilities		6,819,540			56,930

Commitments

Class A Common stock subject to possible redemption, 18,991,384, shares at $10.00 per share		189,913,840			—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,008,616 issued and outstanding (excluding 18,991,384 shares subject to possible redemption) at June 30, 2020		101			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 shares and 5,750,000 shares issued and outstanding June 30, 2020 and December 31, 2019, respectively ⁽¹⁾		500			575
Additional paid-in capital		5,089,315			24,425
Accumulated deficit		(89,915	)		(3,980	)
Total Stockholders’ Equity		5,000,001			21,020
Total Liabilities and Stockholders’ Equity	$	201,733,381		$	77,950


	March 31,			December 31,
(in thousands, except share and per share data)	2022			2021
Assets:
Current assets:
Cash and cash equivalents	$	210,045		$	286,487
Accounts receivable, net		18,825			17,149
Other receivables, net		1,378			3,836
Inventories, net		28,230			24,573
Prepaid expenses and other current assets		4,059			4,737
Contract assets		4,305			3,576
Total current assets		266,842			340,358

Property, plant and equipment, net		364,635			316,181
Intangible assets, net		83,578			84,659
Goodwill		62,663			62,649
Right-of-use assets		19,179			19,240
Leverage loans receivable		13,408			13,408
Restricted cash		480			481
Loan fees		1,452			1,397
Other assets		228			224
Total assets	$	812,465		$	838,597

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	17,076		$	20,790
Accrued liabilities		14,042			18,777
Unearned revenue and contract liabilities		-			214
Current portion of lease liability		3,337			3,337
Current portion of long-term debt, net		218			357
Total current liabilities		34,673			43,475

Private warrants liability		4,583			9,578
Long-term lease liability, net		22,554			22,693
Long-term debt, net		261,459			260,934
Deferred income taxes		723			1,014
Other long-term liabilities		526			638
Total liabilities	$	324,518		$	338,332

Commitments and Contingencies (Note 15)

Stockholders' equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized: 100,760,215 and 100,687,820 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	$	10		$	10
Additional paid-in capital		633,213			619,145
Accumulated deficit		(145,276	)		(118,890	)
Total stockholders’ equity		487,947			500,265
Total liabilities and stockholders’ equity	$	812,465		$	838,597


	Three Months Ended March 31,
(in thousands, except share and per share data)	2022			2021

Revenue:
Products	$	13,216		$	11,024
Services		1,527			2,157
Total revenue		14,743			13,181

Costs and expenses:
Cost of revenue		16,065			11,725
Selling, general and administrative		22,236			10,120
Research and development		7,131			2,619
Total costs and expenses		45,432			24,464
Loss from operations		(30,689	)		(11,283	)

Nonoperating (expense) income:
Gain (loss) on remeasurement of private warrants		4,995			(80,697	)
Interest, net		(992	)		(148	)
Loss on loan extinguishment		0			(2,604	)
Other, net		9			(2	)
Total nonoperating income (expense):		4,012			(83,451	)
Loss before income taxes		(26,677	)		(94,734	)
Income taxes		291			0
Net loss	$	(26,386	)	$	(94,734	)

Basic and diluted net loss per share	$	(0.26	)	$	(1.12	)

Weighted average number of shares used to compute				��
Basic and diluted net loss per share		100,728,366			84,708,137


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Live Oak Acquisition Corp.~~
~~(Exact name of registrant as specified in its charter)~~

☐
Large accelerated filer	☐	☒		Accelerated filer		☐
☒	Non-accelerated filer	☒	☐		Smaller reporting company		☐
	☒	Emerging growth company		☐

	Three Months Ended June 30,			Six Months Ended June 30,			For the Period from May 24, 2019 (Inception) Through June 30,
	2020			2020			2019
Formation and general and administrative expenses	$	112,334		$	112,394		$	2,774
Loss from operations		(112,334	)		(112,394	)		(2,774	)

Other income:
Interest earned on marketable securities held in Trust Account		26,459			26,459			—
								—
Net loss	$	(85,875	)	$	(85,935	)	$	(2,774	)

Weighted average shares outstanding of Class A redeemable common stock		20,000,000			20,000,000			—
Basic and diluted income per share, Class A	$	0.00		$	0.00		$	—

Weighted average shares outstanding of Class B non-redeemable common stock		5,000,000			5,000,000			5,000,000
Basic and diluted net loss per share, Class B	$	(0.02	)	$	(0.02	)	$	(0.00	)


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Common stock:
Balance, beginning of period	$	10		$	8
Issuance of common stock		0			1
Balance, end of period		10			9

Additional paid-in capital:
Balance, beginning of period		619,145			414,819
Stock-based compensation expense		13,750			6,665
Fair value of private warrants converted to public warrants		0			13,922
Stock issued under stock compensation plans		373			1,191
Costs related to warrants		(55	)		0
Issuance of common stock, net of issuance costs		0			(815	)
Balance, end of period		633,213			435,782

Accumulated deficit:
Balance, beginning of period		(118,890	)		(58,783	)
Net loss		(26,386	)		(94,734	)
Balance, end of period		(145,276	)		(153,517	)
Total stockholders' equity	$	487,947		$	282,274

	Class A						Class B						Additional			(Accumulated Deficit)/			Total
	Common Stock						Common Stock						Paid-in			Retained			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Earnings			Equity
Balance – January 1, 2020		—		$	—			5,750,000		$	575		$	24,425		$	(3,980	)	$	21,020

Net loss		—			—			—			—			—			(60	)		(60	)

Balance – March 31, 2020		—			—			5,750,000			575			24,425			(4,040	)		20,960

Sale of 20,000,000 Units, net of underwriting discounts and offering costs		20,000,000			2,000			—			—			188,976,756			—			188,978,756

Sale of 6,000,000 Private Placement Warrants		—			—			—			—			6,000,000			—			6,000,000

Forfeiture of Founder Shares		—			—			(750,000	)		(75	)		75			—			—

Common stock subject to possible redemption		(18,991,384	)		(1,899	)		—			—			(189,911,941	)		—			(189,913,840	)

Net loss		—			—			—			—			—			(85,875	)		(85,875	)

Balance – June 30, 2020		1,008,616		$	101			5,000,000		$	500		$	5,089,315		$	(89,915	)	$	5,000,001

	Six Months Ended June 30,			For the Period from May 24, 2019 (Inception) Through June 30,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(85,935	)	$	(2,774	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Interest earned on marketable securities held in Trust Account		(26,459	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(29,268	)		—
Accrued expenses		78,060			2,774
Net cash and cash equivalents used in operating activities		(63,602	)		—

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(200,000,000	)		—
Net cash and cash equivalents used in investing activities		(200,000,000	)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Proceeds from sale of Units, net of underwriting discounts paid		196,150,000			—
Proceeds from sale of Private Placement Warrants		6,000,000			—
Proceeds from promissory note - related party		160,000			—
Repayment of promissory note - related party		(160,000	)		—
Payment of offering costs		(428,744	)		—
Net cash and cash equivalents provided by financing activities		201,721,256			25,000

Net Change in Cash and Cash Equivalents		1,657,654			25,000
Cash and Cash Equivalents – Beginning of period		20,000			—
Cash and Cash Equivalents – End of period	$	1,677,654			25,000

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	—		$	118,646
Initial classification of common stock subject to possible redemption	$	189,999,400		$	—
Change in value of common stock subject to possible redemption	$	(85,560	)	$	—
Deferred underwriting fee payable	$	6,737,500		$	—


(in thousands)
Balance at December 31, 2021	$	(9,578	)
Gain on remeasurement of private warrants		4,995
Balance at March 31, 2022	$	(4,583	)

	●	~~in whole and not in part;~~
	●	~~at a price of $0.01 per warrant;~~
	●	~~upon not less than 30 days’ prior written notice of redemption; and~~
	●	if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders.

		Held-To-Maturity		Amortized Cost				Gross Holding Loss				Fair Value
June 30, 2020		U.S. Treasury Securities (Matures on 8/04/2020)		$	200,017,071			$	(3,076	)		$	200,013,995

	●	may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;
	●	~~may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;~~
	●	could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
	●	~~may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and~~
	●	~~may adversely affect prevailing market prices for our Class A common stock and/or warrants.~~

	●	~~default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;~~
	●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
	●	~~our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;~~

	●	~~Our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;~~
	●	~~our inability to pay dividends on our common stock;~~
	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
	●	~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~
	●	~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;~~
	●	~~limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and~~
	●	~~other purposes and other disadvantages compared to our competitors who have less debt.~~

~~No.~~		~~Description of Exhibit~~
~~1.1~~ Exhibit No.		~~Underwriting Agreement, dated May 5, 2020, by and between the Company and Jefferies LLC (1)~~ Description
~~3.1~~ 31.1*		~~Third Amended and Restated Certificate of Incorporation. (1)~~
~~4.1~~		~~Warrant Agreement, dated May 5, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)~~
~~10.1~~		~~Letter Agreement, dated May 5, 2020, by and among the Company, its officers, its directors and the Sponsor. (1)~~
~~10.2~~		~~Investment Management Trust Agreement, dated May 5, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)~~
~~10.3~~		~~Registration Rights Agreement, dated May 5, 2020, by and between the Company, the Sponsor and certain other stockholders of the Company. (1)~~
~~10.4~~		~~Private Placement Warrant Purchase Agreement, dated May 5, 2020, by and between the Company and the Sponsor. (1)~~
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a) and 15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a) and 15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.1**		Certification of Principal Executive Officer ~~Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2**		~~Certification of~~and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS* 101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.CAL* 101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH* 101.DEF		~~XBRL Taxonomy Extension Schema Document~~
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* 101.LAB		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE* 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	~~Filed herewith.~~
**	~~Furnished.~~
~~(1)~~	~~Previously filed as an exhibit to our Current Report on Form 8-K filed on May 11, 2020 and incorporated by reference herein.~~

	~~LIVE OAK ACQUISITION CORP.~~
		Danimer Scientific, Inc.
~~Date: July 30, 2020~~		~~/s/ Richard J. Hendrix~~
Date: May 10, 2022	~~Name:~~	~~Richard J. Hendrix~~ By:	/s/ Stephen E. Croskrey
	~~Title:~~		Stephen E. Croskrey
			Chief Executive Officer
			(Principal Executive ~~Officer~~)Officer)

Date: ~~July 30, 2020~~May 10, 2022		By:	/s/ ~~Andrea K. Tarbox~~Michael A. Hajost
	~~Name:~~	~~Andrea K. Tarbox~~	Michael A. Hajost
	~~Title:~~		Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)