Live Oak Acquisition Corp. V (NASDAQ: LOKV) outlines Teamshares merger deal
Rhea-AI Filing Summary
Live Oak Acquisition Corp. V reports that Teamshares shared social media communications about their previously announced business combination between the two companies. The filing explains that Live Oak and Teamshares plan to file a registration statement that will include a proxy statement for Live Oak shareholders and a prospectus covering securities to be issued in the transaction, which will be mailed to shareholders of record after it becomes effective. Shareholders are urged to read the registration statement, proxy statement/prospectus and related materials when available, and the document outlines numerous risks that could affect completion of the business combination, including shareholder approvals, maintaining a stock exchange listing, financing needs and potential shareholder redemptions.
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Insights
Planned Live Oak–Teamshares merger is outlined with extensive closing risks.
The filing centers on the planned business combination between Live Oak Acquisition Corp. V and Teamshares, referencing a Business Combination Agreement dated
The forward-looking statements section lists many factors that could affect whether the deal closes or performs as hoped, including possible legal proceedings, failure to obtain shareholder approvals, inability to maintain a Nasdaq or other national exchange listing, and costs related to the transaction. It also highlights operational and strategic risks for Teamshares, such as implementing business plans, competing in its markets, and raising additional capital in connection with or after the business combination.
Further risks include changes in laws or regulations, disruption to current operations from announcing and consummating the deal, and the level of redemptions by Live Oak's public shareholders. The document stresses that past performance of the management teams does not guarantee future results and cautions readers not to place undue reliance on forward-looking statements made as of
Filed by Live Oak Acquisition Corp. V
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Live Oak Acquisition Corp. V
Commission File No. 001- 42540
Date: December 5, 2025
On December 5, 2025, Teamshares Inc., a Delaware corporation (“Teamshares”), which is party to a previously disclosed Business Combination Agreement, dated as of November 14, 2025 with Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”), made the following communications (the “Communications”) on the social media platforms identified below.
LinkedIn:
https://www.linkedin.com/feed/update/urn:li:activity:7402803893040205824
X
https://x.com/Teamshares/status/1997038442732257736?s=20
Additional Information and Where to Find It
In connection with the Business Combination, Live Oak and Teamshares intend to file a Registration Statement with the SEC, which will include 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 Current Report on Form 8-K 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.
FAQ
What business combination is Live Oak Acquisition Corp. V (LOKV) pursuing with Teamshares?
Live Oak Acquisition Corp. V and Teamshares Inc. are parties to a Business Combination Agreement dated
How will Live Oak (LOKV) shareholders receive information about the Teamshares transaction?
Live Oak and Teamshares plan to file a registration statement with the SEC that will include a proxy statement for Live Oak shareholders and a prospectus for the securities to be issued. After it is declared effective, the definitive proxy statement/prospectus and other relevant documents will be mailed to Live Oak shareholders of record for the business combination vote.
Where can investors find the proxy statement/prospectus for the Live Oak–Teamshares deal?
Once available, investors can obtain the preliminary and definitive proxy statement/prospectus and other materials free of charge at the SEC’s website, www.sec.gov, or by requesting them from Live Oak Acquisition Corp. V at its Memphis address, attention: Richard Hendrix, Chairman & Chief Executive Officer.
What key risks could affect completion of the Live Oak–Teamshares business combination?
The filing lists many risks, including possible termination of the merger agreement, legal proceedings, failure to obtain shareholder approvals, not securing or maintaining a Nasdaq or other exchange listing, disruption of current operations, and costs related to the deal. It also cites risks around Teamshares executing its business plans, competition, raising additional capital, changes in laws, and the level of redemptions by Live Oak’s public shareholders.
Does this Live Oak (LOKV) filing constitute an offer to sell securities?
No. The document states it is not a proxy statement or a solicitation of a proxy, consent or authorization, and it does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer of securities will be made only by means of a prospectus that meets Securities Act requirements or an applicable exemption.
Who may be participants in the proxy solicitation for the Live Oak–Teamshares transaction?
Under SEC rules, Live Oak, Teamshares, and their respective directors, executive officers, managers and employees may be deemed participants in the solicitation of proxies from Live Oak shareholders. More detailed information about these participants and their interests will be included in the proxy statement/prospectus for the business combination.
What forward-looking statements warnings does Live Oak provide about the Teamshares merger?
The filing explains that it contains forward-looking statements identified by terms such as “believe,” “project,” “expect,” and “anticipate.” It warns that actual results may differ materially due to the listed risk factors, that past performance of management teams is not a guarantee of future performance, and that neither Live Oak nor Teamshares undertakes to update forward-looking statements except as required by law.
