Live Oak Acquisition Corp. V

false 0002048951 0002048951 2026-06-01 2026-06-01 0002048951 LOKV:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-01 2026-06-01 0002048951 LOKV:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-01 2026-06-01 0002048951 LOKV:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-01 2026-06-01 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): June 1, 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) (I.R.S. Employer Identification No.) 4921 William Arnold Road Memphis TN 38117 (Address of principal executive offices) (Zip Code) ( 901 ) 270-3107 (Registrant’s telephone number, including area code) 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 Securities Exchange Act of 1934: 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. Forward Purchase Agreement On June 1, 2026, Live Oak Acquisition Corp. V, a Cayman Island exempted company (“ Live Oak ”), and HB Strategies LLC (“ Seller ” or “ FPA Investor ”) entered into an agreement (the “ Forward Purchase Agreement ”) for an OTC Prepaid Share Forward Transaction-Optional Early Termination (the “ Forward Purchase Transaction ”) in connection with Live Oak’s proposed initial business combination (the “ Business Combination ”) with Teamshares Inc., a Delaware corporation (“ Teamshares ” and the surviving public company following consummation of the Business Combination, the “ Combined Company ”), which is the subject of the previously-disclosed Agreement and Plan of Merger entered into by Live Oak and Teamshares as of November 14, 2025 (as amended as of April 1, 2026, and as may be further amended or supplemented from time to time, the “ Merger Agreement ”). The Forward Purchase Agreement is intended to take effect on the date (the “ Trade Date ”) immediately following the date when Live Oak convenes and holds an extraordinary general meeting of Live Oak shareholders to consider and vote on the Merger Agreement and other proposals related to the Business Combination (the “ Live Oak Shareholder Meeting ”). Pursuant to the terms of the Forward Purchase Agreement, upon consummation, if any, of the Business Combination (the “ BC Closing ”, to occur on the “ BC Closing Date ”), Live Oak will pay to Seller, from funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “ Trust Account ”), after satisfaction of required redemption payments, an amount (the “ Prepayment Amount ”) equal to the product of the number of Subject Shares (as defined below, up to a maximum number of 4,000,000 shares) multiplied by an “ Initial Price ” determined as of five (5) exchange business days prior to the BC Closing Date (“ Initial Price ”), subject to adjustment for share splits, share dividends, combinations or recapitalizations occurring after the BC Closing, and Live Oak or the Combined Company will also reimburse Seller for certain expenses at the BC Closing or upon earlier termination of the Forward Purchase Agreement, as applicable. The Initial Price is subject to downwards (but not upwards) adjustment during the Term (as defined below), as further described below. The number of Live Oak public shares (“ Public Shares ”) subject to the Forward Purchase Transaction (the “ Subject Shares ”), if any, to be comprised of Public Shares held by the FPA Investor currently or which may be purchased by the FPA Investor from holders of Public Shares (other than Live Oak and affiliates of Live Oak) prior to the BC Closing in accordance with the terms of the Forward Purchase Agreement, which may include but not be limited to shares purchased from holders of Public Shares (“ Public Shareholders ”) who have tendered requests to Live Oak to redeem such Public Shares or indicated an interest in redeeming Public Shares in accordance with Live Oak’s governing documents, will be set forth in a notice to be delivered to Live Oak by the FPA Investor no later than one trading day following the BC Closing, subject to a maximum of 4,000,000 shares. The terms of the Forward Purchase Agreement do not obligate the FPA Investor to purchase any Public Shares and any purchase of Public Shares prior to the deadline for Public Shareholders to request redemption of Public Shares must be made at per share prices lower than the per share redemption price. The number of shares subject to the Forward Purchase Transaction is subject to reduction during the term of the Forward Purchase Agreement upon terminations effectuated in the FPA Investor’s discretion in accordance with the terms of the Forward Purchase Agreement. The FPA Investor has agreed to waive any redemption rights with respect to the Subject Shares in connection with the Business Combination. 1 At any time or from time to time during the term of the Forward Purchase Agreement (the “ Term ”), lasting until a maturity date occurring 24 months from the date of the BC Closing, unless the Forward Purchase Agreement is earlier terminated by the FPA Investor in accordance with its terms (the “ Maturity Date ”), the FPA Investor may terminate the Forward Purchase Transaction, in whole or in part, with respect to any number of Subject Shares by written notice to the Combined Company to be delivered no later than the third business day following the date on which a termination with respect to any such shares (the “ Terminated Shares ”) occurs. Upon any such termination date, the FPA Investor will deliver to the Combined Company a portion of the Prepayment Amount equal to the product of (i) the number of Terminated Shares multiplied by (ii) the Reset Price (as defined below) in effect at the time of such termination. The Forward Price is initially equal to the Initial Price but is subject to reduction (and not increase) during the Term to a “ Reset Price, ” which may be adjusted, at the Combined Company’s discretion, to the lowest daily VWAP over the preceding 10 trading days, and, will automatically adjust in the event the Combined C