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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 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
8.01 Other Events
Reference
is made to the previously-disclosed Agreement and Plan of Merger, dated 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”) entered into by Live Oak
Acquisition Corp. V, a Cayman Island exempted company (“Live Oak”), Teamshares Inc., a Delaware corporation
(“Teamshares”), and certain other parties thereto, in connection with Live Oak’s proposed initial business
combination with Teamshares (the “Business Combination”).
The
terms of the Merger Agreement include that: (i) either Live Oak or Teamshares may terminate the Merger Agreement, upon written notice
to the other, in the event the proposed Business Combination has not been consummated on or before May 31, 2026 (the “Original
Outside Date”), and (ii) also provide Live Oak and Teamshares the with the ability to extend such Original Outside
Date by mutual written agreement.
On
May 1, 2026, Live Oak and Teamshares entered into a letter agreement pursuant to which the parties determined to extend the Original
Outside Date to July 15, 2026, to provide the parties with additional time to consummate the proposed Business Combination, upon satisfaction
(or, to the extent applicable, waiver) of the conditions to closing set forth in the Merger Agreement.
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.
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 |
| |
|
| |
By: |
/s/ Richard
Hendrix |
| |
Name: |
Richard Hendrix |
| |
Title: |
Chief Executive Officer |
Dated:
May 1, 2026
