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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):
June 16, 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 Number) |
4921 William Arnold Road
Memphis TN |
|
38117 |
| (Address of principal executive offices) |
|
(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 5.07 Submission of Matters to a Vote
of Security Holders
On June 16, 2026, Live Oak Acquisition Corp.
V, a Cayman Islands exempted company (“Live Oak”), held an extraordinary general meeting of its shareholders (the “Meeting”),
at which the following proposals were submitted to a vote of Live Oak shareholders. The proposals listed below are described in more
detail in Live Oak’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May
27, 2026 (as supplemented, the “Definitive Proxy Statement”). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Definitive Proxy Statement, as applicable.
Only Live Oak shareholders of record as of the
close of business on May 7, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 28,750,000
Live Oak Ordinary Shares were issued and outstanding, consisting of 23,000,000 Live Oak Class A Ordinary Shares and 5,750,000 Live Oak
Class B Ordinary Shares. The final voting results for each matter submitted to a vote of Live Oak shareholders at the Meeting are set
forth below.
Proposal 1 - The Business Combination Proposal
Live Oak’s shareholders approved Proposal
1. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,282,626 |
|
2,830,533 |
|
0 |
Proposal 2 - The Domestication Proposal
Live Oak’s shareholders approved Proposal
2. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,282,626 |
|
2,830,533 |
|
0 |
Proposal 3 - The Charter Proposal
Live Oak’s shareholders approved Proposal
3. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,229,926 |
|
2,883,233 |
|
0 |
Proposal 4-9 - The Organizational Documents
Proposals
Live Oak’s shareholders approved Proposals
4-9. The votes cast were as follows:
Proposal 4: Authorized Share Capital
| For |
|
Against |
|
Abstain |
| 18,960,543 |
|
4,152,616 |
|
0 |
Proposal 5 – Exclusive Forum
| For |
|
Against |
|
Abstain |
| 18,960,543 |
|
4,152,616 |
|
0 |
Proposal 6 – Charter Amendment
| For |
|
Against |
|
Abstain |
| 18,907,843 |
|
4,205,316 |
|
0 |
Proposal 7 – Director Removal
| For |
|
Against |
|
Abstain |
| 18,907,843 |
|
4,205,316 |
|
0 |
Proposal 8 – Call for Shareholder
Meeting
| For |
|
Against |
|
Abstain |
| 18,907,843 |
|
4,205,316 |
|
0 |
Proposal 9 – Provisions Related
to Status as a Blank Check Company and Name Change
| For |
|
Against |
|
Abstain |
| 20,282,626 |
|
2,830,533 |
|
0 |
Proposal 10 - Incentive Plan Proposal
Live Oak’s shareholders approved Proposal
10. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 19,657,843 |
|
3,455,316 |
|
0 |
Proposal 11 – Employee Stock Purchase
Plan Proposal
Live Oak’s shareholders approved Proposal
11. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,229,926 |
|
2,883,233 |
|
0 |
Proposal 12 - The Nasdaq Proposal
Live Oak’s shareholders approved Proposal
12. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,282,626 |
|
2,830,533 |
|
0 |
Proposal 13 - The Director Election Proposal
Live Oak’s shareholders approved Proposal
13. The votes cast were as follows:
| Director | |
For | | |
Abstain | | |
Against | |
| Michael Brown | |
| 19,532,626 | | |
| 0 | | |
| 3,580,533 | |
| Alex Eu | |
| 19,532,626 | | |
| 0 | | |
| 3,580,533 | |
| Adam J. Fishman | |
| 19,532,626 | | |
| 0 | | |
| 3,580,533 | |
| Richard J. Hendrix | |
| 19,532,626 | | |
| 0 | | |
| 3,580,533 | |
| Evan Moore | |
| 19,532,626 | | |
| 0 | | |
| 3,580,533 | |
Proposal 14 - The Insider Letter Amendment
Proposal
Live Oak’s shareholders approved Proposal
14. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 20,282,626 |
|
2,830,533 |
|
0 |
As there were sufficient votes at the time of
the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Definitive Proxy Statement
was not presented to Live Oak shareholders.
In connection with the Meeting, holders of 18,438,659
Live Oak Class A Ordinary Shares exercised their rights to redeem their shares for a pro rata portion of the funds in the trust account
of Live Oak (the “Trust Account”). As a result, approximately $48.1 million remains in the Trust Account.
Item 8.01 Other Events.
On June 16, 2026, Live Oak announced that Live
Oak shareholders had voted to approve the Business Combination and other proposals related to the Business Combination at the Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 16, 2026. |
| 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 |
| |
|
|
| |
By: |
/s/ Richard Hendrix |
| |
Name: |
Richard Hendrix |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: June 18, 2026 |
|
|
Exhibit 99.1
Live Oak V Shareholders Approve Business Combination
with Teamshares
Transaction expected to close in the coming week
NEW YORK, June 16, 2026 - Teamshares (the “Company”
or “Teamshares”), a tech-enabled acquiror of SMEs, today announced that the shareholders of Live Oak Acquisition Corp. V (NASDAQ:
LOKV) (“Live Oak”) voted to approve the business combination between Teamshares and Live Oak (the “Business Combination”).
At an extraordinary general meeting held today, the business combination
and all related proposals were approved by Live Oak shareholders.
Upon closing, the continuing combined entity will
be named “Teamshares Inc.” and existing shareholders of Live Oak will hold shares and/or warrants in Teamshares Inc., trading
on the Nasdaq under the ticker symbols “TMS” and “TMSWW,” respectively.
Background Information on the Business Combination
As previously announced, Live Oak and Teamshares
entered into an Agreement and Plan of Merger (as amended, and as may be further amended or supplemented, the “Merger Agreement”)
to consummate the Business Combination transaction further described in the Registration Statement on Form S-4 (Registration No. 333-294869)
(the “Registration Statement”) filed by Live Oak and Teamshares and declared effective by the U.S. Securities and Exchange
Commission (the “SEC”). The parties expect the Business Combination to be consummated in the coming week, subject to satisfaction
of customary closing conditions. Additional information about the proposed Business Combination can be found in the Registration Statement
and in other public filings by Live Oak, which are available, free of charge, on the SEC’s website at sec.gov.
In connection with the Business Combination, Ellenoff
Grossman & Schole LLP is serving as U.S. legal counsel to Live Oak and Latham & Watkins LLP is serving as legal counsel to Teamshares.
Ogier is serving as special Cayman Islands counsel to Live Oak.
Santander US Capital Markets LLC is serving as financial advisor and
capital markets advisor to Teamshares as well as the placement agent on the PIPE. Compass Point, Northland and Roth are also serving as
capital markets advisors.
About Teamshares
Teamshares is a tech-enabled acquiror of SMEs,
intending to be a permanent home when owners retire. Part holdco, part fintech, Teamshares programmatically acquires companies with $0.5
to $5 million of EBITDA from retiring owners, integrates them with the Teamshares platform, and helps employees earn company stock. Founded
in 2019, Teamshares operates subsidiaries with consolidated revenue of $490 million across over 40 industries and 30 states.
About Live Oak Acquisition Corp. V
Live Oak Acquisition Corp. V (NASDAQ: LOKV) is
the fifth SPAC sponsored by Live Oak Merchant Partners, an experienced team of operators and investors with a track record of successful
public-market combinations. For more information, visit www.liveoakmp.com.
Forward Looking Statements
This press release 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
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 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 press
release. 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 proposed Business Combination;
(2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed Business
Combination and definitive agreements with respect thereto; (3) the inability to complete the proposed Business Combination; (4) the inability
to obtain or maintain the listing of Combined Company shares on Nasdaq or another national securities exchange following the proposed
Business Combination; (5) the ability of Live Oak to remain current with its SEC filings; (6) the risk that the proposed Business Combination
disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (7) the ability
to recognize the anticipated benefits of the proposed 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 proposed 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 proposed Business Combination; (11) the risk that additional
financing in connection with the proposed Business Combination, or additional capital needed following the proposed 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 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 press release. 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 press release, except as required by applicable law.
No Offer or Solicitation
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Contacts
Investor Relations: Investors@teamshares.com
Press: Press@teamshares.com
