Live Oak Acquisition Corp. V

false 0002048951 0002048951 2026-05-13 2026-05-13 0002048951 LOKV:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-05-13 2026-05-13 0002048951 LOKV:ClassOrdinarySharesParValue0.0001PerShareMember 2026-05-13 2026-05-13 0002048951 LOKV:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-05-13 2026-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2026 Live Oak Acquisition Corp. V (Exact name of registrant as specified in its charter) Cayman Islands 001-42540 61-2235506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4921 William Arnold Road Memphis TN 38117 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 901 ) 270-3107 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant LOKVU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share LOKV The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share LOKVW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry Into A Material Definitive Agreement. Second Amendment to Merger Agreement As previously disclosed, Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“ Live Oak ”), entered into that certain Agreement and Plan of Merger, dated as of November 14, 2025 (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 1, 2026 (the “ First Amendment to Merger Agreement ”), the “ Original Merger Agreement ”, and as such Original Merger Agreement may be further amended or supplemented from time to time, including by the Second Amendment to the Merger Agreement (as defined below), the “ Merger Agreement ”) with (i) Catalyst Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Live Oak, (ii) Catalyst Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Live Oak, (iii) Teamshares Inc., a Delaware corporation (“ Teamshares ”), (iv) Live Oak Sponsor V LLC, a Delaware limited liability company, solely in the capacity from and after the closing (the “ Closing ”) of the transactions contemplated by the Merger Agreement (collectively, the “ Business Combination ”) as representative for the stockholders of Live Oak (other than the Teamshares security holders and their respective successors and assigns), and (v) Brian Gaebe, solely in the capacity as the representative from and after the Closing of the Earnout Participants. Terms used herein but not otherwise defined have the meanings ascribed to such terms in the Merger Agreement. Live Oak and Teamshares previously entered into the First Amendment to Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to Live Oak’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on April 2, 2026. Live Oak and Teamshares, as of May 13, 2026, entered into a Second Amendment to the Original Merger Agreement (the “ Second Amendment to Merger Agreement ”), containing the following modifications and clarifications to the terms of the Original Merger Agreement in accordance with Section 9.10 of the Original Merger Agreement: The Second Amendment to Merger Agreement was entered into, in part, to: ● incorporate into the terms of the Original Merger Agreement a description of Teamshares’ offer to certain holders of Company Preferred Stock to elect “liquidation preference” treatment pursuant to the procedures set forth in the liquidation preference election and waiver agreements distributed by Teamshares to such eligible holders, in lieu of electing holders having eligible shares of Company Preferred Stock converted into shares of Company Common Stock in accordance with the Company Preferred Stock Exchange contemplated by the Original Merger Agreement; ● clarify that Teamshares will take necessary actions to give effect to Liquidation Preference Elections prior to effectuating the Company Preferred Stock Exchange in accordance with Section 1.7(c) of the Original Merger Agreement; and ● incorporate certain additional terms and definitions associated with Liquidation Preference Elections into the Original Merger Agreement. Other than as expressly modified pursuant to the First Amendment to Merger Agreement and Second Amendment to Merger Agreement, the Agreement and Plan of Merger, dated as of November 14, 2025, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Live Oak with the SEC on November 14, 2025, remains in full force and effect as originally executed. Certain of the amendments were made to clarify the mechanics of the originally contemplated transaction and do not materially alter the economic terms or overall structure of the Business Combination. The foregoing description of the Second Amendment to Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference. 1 Additional Information and Where to Find It In connection with the Business Combination, Live Oak and Teamshares filed a Registration Statement on Form S-4 with the SEC on April 3, 2026 (as subsequently amended on April 30, 2026), including a proxy statement to Live Oak shareholders and a prospectus for the registration of Live Oak’s securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Live Oak as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of Live Oak and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Live Oak, Teamshares and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, a