Live Oak Acquisition Corp. V

false 0002048951 0002048951 2026-06-05 2026-06-05 0002048951 LOKV:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-05 2026-06-05 0002048951 LOKV:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-05 2026-06-05 0002048951 LOKV:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-05 2026-06-05 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 5, 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. Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“ Live Oak ”), which is a party to the previously-disclosed Agreement and Plan of Merger, dated as of November 14, 2025 (as amended, and as may be further amended or supplemented, the “ Merger Agreement ”) relating to Live Oak’s proposed initial business combination (“ Business Combination ”) with Teamshares Inc. (“ Teamshares ”), has entered into Non-Redemption Agreements (the “ Non-Redemption Agreements ”), dated as of June 5, 2026, with unaffiliated third-party shareholders of Live Oak (each, a “ NRA Investor ” and collectively, the “ NRA Investors ”) and Live Oak Sponsor V LLC, a Delaware limited liability company (the “ Sponsor ”) in connection with the anticipated consummation of the proposed Business Combination (the “ Closing ”) in accordance with the terms of the Merger Agreement. Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 Class A ordinary shares, par value $0.0001 per share (the “ Class A ordinary shares ”), of Live Oak (the “ Non-Redeemed Shares ”) at the extraordinary general meeting (the “ Meeting ”) of Live Oak shareholders to be held on June 16, 2026 to consider and vote on proposals related to the Business Combination. In exchange for the foregoing commitment to Live Oak to not redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,171 Class A ordinary shares (“ Founder Shares ”) held by the Sponsor, provided that such NRA Investors do not exercise their respective redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting. The Non-Redemption Agreements are expected to reduce the number of Live Oak public shares that may be redeemed in accordance with the terms of Live Oak’s governing documents in connection with the Closing. The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference. Additional Information and Where to Find It A Registration Statement on Form S-4 filed with the SEC by Live Oak and Teamshares has been filed with, and been declared effective by, the U.S. Securities and Exchange Commission (the “ SEC ”). Live Oak has also filed or will file with the SEC a proxy statement (the “ Proxy Statement ”) setting forth proposals to be presented to Live Oak shareholders of record as of the Record Date at an extraordinary general meeting of Live Oak shareholders, which Proxy Statement also contains information about how to vote shares and how to attend the Shareholder Meeting. SHAREHOLDERS OF LIVE OAK AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT IN CONNECTION WITH LIVE OAK’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT LIVE OAK, TEAMSHARES AND THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the Proxy Statement, without charge on the SEC’s website at www.sec.gov or by directing a request to: Live Oak Acquisition Corp. V, 4921 William Arnold Road, Memphis, TN, 38117 United States, Attn: Richard Hendrix, Chairman & Chief Executive Officer. Participants in the Solicitation Live Oak, Teamshares and their respective directors, executive officers and other members of their management and employees, as applicable, may be deemed to be participants in the solicitation of proxies from Live Oak’s shareholders in connection with the proposed Business Combination. Live Oak shareholders and other interested persons may obtain more detailed information regarding the names, affiliations and interests of certain of Live Oak’s directors and officers in the solicitation by reading Live Oak’s final prospectus filed with the SEC on February 28, 2025 in connection with Live Oak’s initial public offering, Live Oak’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, and Live Oak’s other public filings with the SEC, including the Registration Statement and the Proxy Statement. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination, which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the proposed Business Combination. These documents can be obtained free of charge from the source indicated above. 1 Forward Looking Statements This Current Report contains forward-looking statements within the meaning of the U.S. federal securities laws. Actual results of Live Oak, Teamshares and the public company resulting from the proposed Business Combination (the “ Combined Company ”) may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future event