Item 4.01 Changes in Registrant's Certifying Accountant.

On January 4, 2021, the Audit Committee of the Board approved the engagement of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2020, effective upon execution of an engagement letter with KPMG, which was signed on January 5, 2021. Accordingly, Thomas Howell Ferguson P.A. ("THF") the Company's deemed independent registered public accounting firm prior to the Business Combination, by virtue of Legacy Danimer being the accounting acquiror in the Business Combination, was informed on January 5, 2021 that it would be replaced by KPMG as the Company's independent registered public accounting firm.

THF's report on Legacy Danimer's (as the accounting acquiror of the Company) consolidated balance sheets as of December 31, 2019 and December 31, 2018, the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended and the related notes (collectively, the "Legacy Danimer financial statements") did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:

THF's report on the consolidated financial statements of Legacy Danimer as of and for the years ended December 31, 2019 and 2018, contained a separate paragraph stating that "As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for revenue and certain costs in 2019 using the full retrospective adoption method due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended."

During the period from January 1, 2018 to December 31, 2019 and the subsequent interim periods through September 30, 2020, there were no: (i) disagreements with THF on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures, which disagreements if not resolved to THF's satisfaction would have caused THF to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the period from January 1, 2018 to December 31, 2019, and the interim periods through September 30, 2020, the Company did not consult KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided THF with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that THF furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from THF is attached hereto as Exhibit 16.2.





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Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits.




Exhibit No.                                Description
2.1+            Agreement and Plan of Merger, dated as of October 3, 2020, by and
              among Live Oak, Merger Sub,  Legacy Danimer, Live Oak Sponsor
              Partners, LLC, as representative for Live Oak, for certain purposes
              described in the Merger Agreement and John A. Dowdy, Jr., as
              representative of the shareholders of  Legacy Danimer for certain
              purposes described in the Merger Agreement (incorporated by reference
              to Exhibit 2.1 to Current Report on Form 8-K (Commission File No.
              001-39280) filed on  October 5, 2020).
2.2             Amendment No. 1 to Agreement and Plan of Merger, dated as of October
              8, 2020, by and among Live Oak, Merger Sub,  Legacy Danimer, Live Oak
              Sponsor Partners, LLC and John A. Dowdy, Jr. (incorporated by
              reference to Exhibit 2.2 to Current Report on Form 8-K (Commission
              File No. 001-39280) filed on  October 9, 2020)
2.3             Amendment No. 2 to Agreement and Plan of Merger, dated as of
              December  11, 2020, by and among Live Oak, Merger Sub,  Legacy
              Danimer, Live Oak Sponsor Partners, LLC and John A. Dowdy, Jr.
              (incorporated by reference to Exhibit 2.3 to Current Report on Form
              8-K (Commission File No. 001-39280) filed on December  14, 2020)
3.1             Fourth Amended and Restated Certificate of Incorporation of the
              Company (incorporated by reference to Exhibit 3.1 to Current Report on
              Form 8-K (Commission File No. 001-39280) filed on January 5, 2021).
3.2             Amended and Restated Bylaws of the Company (incorporated by
              reference to Exhibit 3.2 to Current Report on Form 8-K (Commission
              File No. 001-39280) filed on January 5, 2021).
4.1             Form of Common Stock Certificate of the Company (incorporated by
              reference to Exhibit 4.2 to the Registration Statement on Form S-1
              (File No. 333-236800) (as amended, the "S-1")).
4.2             Form of Warrant of the Company (incorporated by reference to Exhibit
              4.3 to the S-1).
4.3             Warrant Agreement, dated May 5, 2020 by and between the Company and
              Continental Stock Transfer & Trust Company, as warrant agent
              (incorporated by reference to Exhibit 4.1 to the Current Report on
              Form 8-K (Commission File No. 001-39280) filed on May 11, 2020).
4.4             Form of Lock-Up Agreement by and among Live Oak Acquisition Corp.
              and certain stockholders of Legacy Danimer (incorporated by reference
              to Exhibit B attached to Exhibit 2.1 to Current Report on Form 8-K
              (Commission File No. 001-39280) filed on October 5, 2020).
10.1            Form of Subscription Agreement (incorporated by reference to Exhibit
              10.1 to the Current Report on Form 8-K (Commission File No. 001-39280)
              filed on October 5, 2020).
10.2#           Form of Indemnification Agreement by and between the Company and its
              directors and officers (incorporated by reference to Exhibit 10.2 to
              Current Report on Form 8-K (Commission File No. 001-39280) filed on
              January 5, 2021).
10.3#           Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (incorporated
              by reference to Annex C to the Proxy Statement/Prospectus on Form
              424B3 (File No. 333-249691) filed on December 16, 2020 (the
              "424B3")).
10.4#           Danimer Scientific, Inc.  Employee Stock Purchase Plan (incorporated
              by reference to Annex D to the 424B3).
10.5#           Employment Agreement, by and between Live Oak Acquisition Corp. and
              Stephen E. Croskrey, dated October 3, 2020 (incorporated by reference
              to Exhibit 10.4 to the Registration Statement on Form S-4 (File No.
              333-249691) (as amended, the "S-4")).
10.6#           Consulting Agreement, by and between Live Oak Acquisition Corp. and
              Stuart Pratt, dated October 3, 2020 (incorporated by reference to
              Exhibit 10.5 to the S-4).
10.7#           Amended and Restated Employment Agreement by and between Meredian
              Holdings Group, Inc. and John A. Dowdy, III, dated August 31, 2020
              (incorporated by reference to Exhibit 10.6 to the S-4).
10.8#           Amended and Restated Employment Agreement by and between Meredian
              Holdings Group, Inc. and Michael Smith, dated August 31, 2020
              (incorporated by reference to Exhibit 10.7 to the S-4).
10.9#           Amended and Restated Employment Agreement by and between Meredian
              Holdings Group, Inc. and Scott Tuten, dated August 31, 2020
              (incorporated by reference to Exhibit 10.8 to the S-4).




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10.10#       Amended and Restated Employment Agreement by and between Meredian
           Holdings Group, Inc. and Phillip Van Trump, dated August 31, 2020
           (incorporated by reference to Exhibit 10.9 to the S-4).
10.11        Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and Michael Smith
           (incorporated by reference to Exhibit 10.11 to the S-4)
10.12*       Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and Scott Tuten
           (incorporated by reference to Exhibit 10.12 to the S-4).
10.13*       Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and Phillip Van Trump
           (incorporated by reference to Exhibit 10.13 to the S-4).
10.14*       Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and Stuart Pratt
           (incorporated by reference to Exhibit 10.14 to the S-4).
10.15*       Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and Stephen E.
           Croskrey (incorporated by reference to Exhibit 10.15 to the S-4).
10.16*       Non-Competition and Non-Solicitation Agreement, dated October 3,
           2020, by and between Live Oak Acquisition Corp. and John A. Dowdy, III
           (incorporated by reference to Exhibit 10.16 to the S-4).
10.17*       Loan Agreement, dated as of April 25, 2019, by and among Carver
           Development CDE VI, LLC, ST CDE LXII, LLC, and Danimer Scientific
           Manufacturing, Inc. (incorporated by reference to Exhibit 10.17 to the
           S-4).
10.18        QLICI Loan and Security Agreement dated as of November 7, 2019, by
           and between Danimer Scientific Kentucky, Inc. and AMCREF Fund 51, LLC
           (incorporated by reference to Exhibit 10.18 to the S-4).
10.19*       Loan and Security Agreement, dated as of March 13, 2019, among
           Danimer Scientific Holdings, LLC and Meredian Bioplastics, Inc., as
           borrowers, Meredian, Inc, Danimer Scientific, L.L.C., Danimer
           Bioplastics, Inc. and Danimer Scientific Kentucky, Inc., as
           guarantors, the lenders party thereto and Southeast Community
           Development Fund X, L.L.C., as administrative agent (incorporated by
           reference to Exhibit 10.19 to the S-4).
10.20*       Amendment No. One to Loan and Security Agreement, dated as of
           October 2, 2020, among Danimer Scientific Holdings, LLC and Meredian
           Bioplastics, Inc., as borrowers, Meredian, Inc, Danimer Scientific,
           L.L.C., Danimer Bioplastics, Inc. and Danimer Scientific Kentucky,
           Inc., as guarantors, the lenders party thereto and Southeast Community
           Development Fund X, L.L.C., as administrative agent (incorporated by
           reference to Exhibit 10.20 to Form S-4).
10.21*       Loan and Security Agreement, dated as of March 13, 2019, by and
           among Danimer Scientific Holdings, LLC, Meredian, Inc., Danimer
           Scientific, L.L.C., Danimer Scientific Kentucky, Inc., Meredian
           Bioplastics, Inc., Danimer Bioplastics, Inc., such additional
           borrowers party thereto, such additional guarantors party thereto, the
           lenders party thereto, and White Oak Global Advisors, LLC
           (incorporated by reference to Exhibit 10.21 to the S-4).
10.22        Consent and Modification under Loan and Security Agreement, dated as
           of November 5, 2019, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC. (incorporated by reference to Exhibit 10.22 to the
           S-4).
10.23        Consent and Modification under Loan and Security Agreement, dated as
           of December 18, 2019, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC. (incorporated by reference to Exhibit 10.23 to the
           S-4).
10.24        Consent and Modification under Loan and Security Agreement, dated as
           of January 23, 2020, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC (incorporated by reference to Exhibit 10.43 to the
           S-4).
10.25        Consent and Modification under Loan and Security Agreement, dated as
           of March 27, 2020, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC (incorporated by reference to Exhibit 10.25 to the
           S-4).
10.26        Consent and Modification under Loan and Security Agreement, dated as
           of May 14, 2020, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC (incorporated by reference to Exhibit 10.26 to the
           S-4).




                                       3





10.27        Consent and Modification under Loan and Security Agreement, dated as
           of July 13, 2020, by and among Danimer Scientific Holdings, LLC,
           Meredian, Inc., Danimer Scientific, L.L.C., Danimer Scientific
           Kentucky, Inc., Meredian Bioplastics, Inc., Danimer Bioplastics, Inc.,
           such additional borrowers party thereto, such additional guarantors
           party thereto, the lenders party thereto, and White Oak Global
           Advisors, LLC (incorporated by reference to Exhibit 10.27 to Form
           S-4).
10.28*       Amended and Restated Master Lease Agreement, dated May 2020, between
           Store Capital Acquisitions, LLC and Meredian Holdings Group, Inc.
           (incorporated by reference to Exhibit 10.28 to the S-4).
10.29#       Form of Stock Option Agreement under the Danimer Scientific, Inc.
           2020 Long-Term Incentive Plan (incorporated by reference to Exhibit
           10.29 to Current Report on Form 8-K (Commission File No. 001-39280)
           filed on January 5, 2021).
10.30#       Form of Restricted Stock Agreement under the Danimer Scientific,
           Inc. 2020 Long-Term Incentive Plan (incorporated by reference to
           Exhibit 10.30 to Current Report on Form 8-K (Commission File No.
           001-39280) filed on January 5, 2021).
16.1         Letter from WithumSmith+Brown, PC to the Commission, dated January
           5, 2021 (incorporated by reference to Exhibit 16.1 to Current Report
           on Form 8-K (Commission File No. 001-39280) filed on January 5,
           2021).
16.2         Letter from Thomas Howell Ferguson P.A. to the Commission, dated
           January 6, 2021.

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K.





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