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.
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, and other relevant materials in connection with the Business Combination, without charge, once
available, at 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. The information contained on, or that
may be accessed through, the websites referenced in this communication in each case is not incorporated by reference into, and is not
a part of, this Current Report on Form 8-K.
BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF LIVE OAK ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Participants in the Solicitation
Live Oak, Teamshares and their
respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Live Oak’s shareholders in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names, affiliations and interests of Live Oak’s directors and officers in Live
Oak’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
to Live Oak’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the
Business Combination when available. Information concerning the interests of Live Oak’s and Teamshares’ participants in the
solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the
proxy statement/prospectus relating to the Business Combination when it becomes available.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell
or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business
Combination. Live Oak’s and/or Teamshares’ actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements
that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of,
this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
These forward-looking statements
and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement with respect to the Business
Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business
Combination and definitive agreements with respect thereto; (3) the inability to complete the Business Combination, including due to failure
to obtain approval of the shareholders of Teamshares and Live Oak or other conditions to Closing; (4) the inability to obtain or maintain
the listing of the public company’s shares on Nasdaq or another national securities exchange following the Business Combination;
(5) the ability of Live Oak to remain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Live Oak and Teamshares
after the Closing to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9)
changes in applicable laws or regulations; (10) the inability of Teamshares to implement business plans, forecasts, and other expectations
after the completion of the Business Combination; (11) the risk that additional financing in connection with the Business Combination,
or additional capital needed following the Business Combination to support Teamshares’ business or operations, may not be raised
on favorable terms or at all; (12) the evolution of the markets in which Teamshares competes; (13) the ability of Teamshares to implement
its strategic initiatives and continue to innovate its existing products and services; (14) the level of redemptions of Live Oak’s
public shareholders; and (15) other risks and uncertainties included in documents filed or to be filed with the SEC by Live Oak and/or
Teamshares.
The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of the Registration Statement referenced above when available and other documents filed by Live Oak and Teamshares
from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon
any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Live Oak nor Teamshares
presently knows, or that Live Oak and/or Teamshares currently believe are immaterial, that could cause actual results to differ from those
contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not
to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Live Oak’s or
Teamshares’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not
place undue reliance on the historical record of the performance of Live Oak’s or Teamshares’ management teams or businesses
associated with them as indicative of future performance of an investment or the returns that Live Oak or Teamshares will, or may, generate
going forward. Neither Live Oak nor Teamshares undertakes any obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Second Amendment to Merger Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto
duly authorized.
| |
LIVE OAK ACQUISITION CORP. V |
| |
|
|
| Date: May 13, 2026 |
By: |
/s/ Richard Hendrix |
| |
|
Name: |
Richard Hendrix |
| |
|
Title: |
Chief Executive Officer |
