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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 27, 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.
On May 27, 2026, Live Oak Acquisition
Corp. V., a Cayman Islands exempted company (“Live Oak”) announced that an extraordinary general meeting
(the “Meeting”) of Live Oak shareholders will be held for Live Oak shareholders of record as of May 7, 2026 (the
“Record Date”) to consider and vote on proposals related to Live Oak’s previously announced initial
business combination transaction (the “Business Combination”) with Teamshares Inc., a Delaware corporation
(“Teamshares”). The Meeting will be held on June 16, 2026, at 9:00 a.m. Eastern Time, in a virtual meeting
format at www.cstproxy.com/liveoakacqv.com/2026. For the purposes of the Live Oak governing documents, the Meeting may also
be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105. Only Live
Oak shareholders of record as of the Record Date will be entitled to vote at the Meeting. Further information about the Meeting and
how shareholders can vote their shares in connection with the Meeting is contained in Live Oak’s definitive proxy statement
(the “Proxy Statement”) related to the proposed Business Combination filed with the Securities and Exchange
Commission (the “SEC”). Shareholders are encouraged to review carefully the disclosures and voting
information in the Proxy Statement in advance of the Meeting and to contact Sodali & Co, Live Oak’s proxy solicitor, with
any questions or to obtain copies of proxy materials. Copies of the Proxy Statement and a registration statement on Form S-4 (the
“Registration Statement”) filed by Live Oak, as registrant, and Teamshares, as co-registrant, are available, free
of charge, at the SEC’s website accessible at SEC.gov.
On May 27, 2026, Live Oak issued a press
release announcing the effectiveness of the Registration Statement for the proposed Business Combination, the Record Date for the
Meeting and the scheduling of the Meeting. A copy of the press release is included as Exhibit
99.1 to this Current Report on Form 8-K and 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 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.
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 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. 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, 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 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 Current Report. 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, except as required by applicable law.
No Offer or Solicitation
This Current Report 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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 27, 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: May 29, 2026
Exhibit 99.1
Teamshares Announces S-4 Effectiveness in Anticipation
of Nasdaq Listing
NEW YORK --(BUSINESS WIRE)--
Teamshares (the “Company”), a tech-enabled acquiror of SMEs announced that its
joint registration statement on Form S-4 (the “Registration Statement”) with Live Oak Acquisition Corp. V (NASDAQ: LOKV)
(“Live Oak”), filed with the Securities and Exchange Commission in connection with the proposed
business combination between Teamshares and Live Oak (the “Business Combination”), was declared effective by the SEC on
May 27, 2026.
The announcement marks a significant step
towards the completion of the proposed Business Combination establishing Teamshares as a publicly-listed, permanent home for
high-quality businesses undergoing ownership transitions.
Upon consummation of the Business Combination, the resulting public
company (the “Combined Company”) will operate as “Teamshares Inc.”, securities of which are expected to trade
on Nasdaq under the tickers “TMS” and “ TMSW”. Subject to satisfaction of customary closing conditions, including,
without limitation, approval by Live Oak’s and Teamshares’ shareholders, the transaction is anticipated to be consummated
mid-June 2026; proceeds to be delivered to Teamshares in connection with the Business Combination closing from a PIPE investment transaction
entered into by Live Oak and applicable investors in November 2025 satisfy the “minimum cash condition” included in the Agreement
and Plan of Merger entered into by Teamshares and Live Oak as of November 14, 2025 (as amended, and as may be further amended and supplemented,
the “Merger Agreement”).
In connection with the Business Combination, an extraordinary general
meeting of the Live Oak shareholders is expected to be held at 9:00 a.m. Eastern Time, on June 16, 2026, for shareholders of record as
of the close of business on May 7, 2026 (the “Record Date”),the record date to vote on proposals to approve the transactions
comprising the Business Combination. Further information about the extraordinary general meeting and associated voting procedures is or
will be contained in a definitive proxy statement filed by Live Oak with the SEC (the “Proxy Statement”). Security holders
are encouraged to review carefully the disclosures and voting information in the Proxy Statement in advance of the June 16, 2026, extraordinary
general meeting.
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, which the parties expect to be consummated
in the coming weeks, subject to satisfaction of customary closing conditions. Additional information about the proposed Business Combination
can be found in the Registration Statement filed by Live Oak and Teamshares with the SEC 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.
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.
Extraordinary General Meeting to Approve Business
Combination
Live Oak will hold an extraordinary general meeting
of Live Oak’s shareholders (the “Shareholder Meeting”) at 9:00 a.m. Eastern Time, on June 16, 2026, for Live Oak shareholders
of record as of May 7, 2026 (the “Record Date”), to approve proposals presented to the shareholders at the Shareholder Meeting
related to the Business Combination with Teamshares. A Proxy Statement containing the proposals to be presented at the Shareholder Meeting
has been or will be filed with the SEC; copied of the Proxy Statement will also be mailed to Live Oak shareholders of record as of the
Record Date.
Notice of the Shareholder Meeting is also contained
in a Current Report on Form 8-K to be filed with the SEC, which sets forth additional information. Information about how to attend the
Shareholder Meeting and vote is set forth in the Proxy Statement. The Merger Agreement contains certain closing conditions customary for
transactions similar to the Business Combination, which have been satisfied or waived or which the parties expect to be satisfied or waived.
The Business Combination is expected to close shortly after the Shareholder Meeting.
Your Vote is Important. Live Oak shareholders
are urged to read carefully the proxy materials, including, among other things, the reasons for the unanimous recommendation by Live Oak’s
Board that shareholders of record as of the Record Date vote “FOR” ALL PROPOSALS included in the Proxy Statement
in advance of the Shareholder Meeting.
The Shareholder Meeting of Live Oak shareholders
will be held on June 16, 2026 at 9:00 a.m. Eastern Time, in a virtual meeting format at www.cstproxy.com/liveoakacqv/2026. For the purposes
of the Live Oak governing documents, the Shareholder Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345
Avenue of the Americas, New York, New York 10105. If you do not have internet capabilities, you can listen only to the meeting by dialing
1 800-450-7155 within the U.S. and Canada (toll-free), or +1 857-999-9155 outside the U.S. and Canada (standard rates apply) when prompted
enter the pin number 9626291#. The Shareholder Meeting will be listen-only format and you will not be able to vote, be deemed present
at the meeting or enter or ask questions during the meeting via telephone.
If you have questions about the proposals or if
you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Live Oak’s proxy solicitor
at:
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or (203) 658-9400
(banks and brokers can call collect)
Email: LOKV.info@investor.sodali.com
Live Oak shareholders whose shares are held of
record by a broker, bank, or other nominee should contact their broker, bank, or nominee to ensure that their shares are voted. To obtain
timely delivery of copies of proxy materials, Live Oak shareholders must request the materials no later than June 9, 2026.
Your vote FOR ALL proposals is
important, no matter how many or how few shares you own.
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 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 BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT
LIVE OAK, TEAMSHARES AND THE 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 Business Combination,
which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the
Business Combination. These documents can be obtained free of charge from the source indicated above.
Forward Looking Statements
This communication 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 communication.
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, 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 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 communication. 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 communication, 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
