Live Oak Acquisition Corp. V SEC Filings

Live Oak Acquisition Corp. V is asking shareholders to approve a proposed business combination to domesticate into Delaware and merge with Teamshares Inc., with a related prospectus for up to 99,100,000 shares and up to 16,000,000 warrants. The Merger Agreement contemplates Merger Consideration of $525.0 million (adjusted for certain interim financings) with a notional per-share reference value of $10.00. The transaction includes an Initial PIPE Investment of 13,750,000 shares for aggregate proceeds of approximately $126.5 million, an earnout pool of up to 6,000,000 Earnout Shares, and Deferred Founder Shares of 1,150,000 subject to vesting conditions. The Live Oak Board unanimously recommends a vote "FOR" the proposals; redemption procedures, sponsor lock-up terms, dilution risks and related conflicts of interest are disclosed in the proxy/prospectus.

Live Oak Acquisition Corp. V is asking shareholders to approve a business combination with Teamshares Inc. at a virtual extraordinary general meeting on June 16, 2026. The proxy statement/prospectus registers up to 99,100,000 shares of common stock and up to 16,000,000 warrants for the Combined Company and contemplates Domestication to Delaware and two-step mergers (First and Second Merger).

The Merger Agreement sets a baseline Merger Consideration of $525.0 million (plus any Interim Period Financing converted into Teamshares equity) with an expected per-share reference value of $10.00. An Initial PIPE Investment of 13,750,000 shares at $9.20 per share (approximately $126.5 million) is to close substantially concurrently with the deal. The agreement includes contingent Earnout Shares up to 6,000,000, Deferred Founder Shares 1,150,000 and other founder/incentive vesting arrangements. Live Oak intends to list Combined Company equity and warrants under proposed symbols TMS and TMSW. Record date for the meeting is May 7, 2026.

Live Oak Acquisition Corp. V proposes to combine with Teamshares Inc. by way of a domestication and two-step merger, with the combined entity to be named Teamshares Inc. upon closing. The Merger Consideration framework includes $525.0 million as a baseline value (plus any Interim Period Financing Transactions) with an implied per-share reference value of $10.00 used to calculate the Per Share Price.

The transaction contemplates issuance of Initial PIPE Shares of 13,750,000 shares for approximately $126.5 million at a $9.20 purchase price, an earnout pool of up to 6,000,000 Combined Company shares tied to post-closing VWAP targets ($12.00/$15.00/$20.00 tiers), and founder/shareholder vesting mechanics including 1,150,000 Deferred Founder Shares and up to 1,150,000 Incentive Founder Shares. Pro forma ownership assumptions show approximately 25% Public Shareholders, 4% Sponsor, 15% Initial PIPE Investors, and 55% former Teamshares stockholders immediately after Closing under stated assumptions.

Live Oak Acquisition Corp. V seeks shareholder approval to consummate a business combination with Teamshares Inc. under an amended Form S-4 prospectus and proxy dated May 18, 2026. The transaction contemplates a domestication to Delaware, two-step mergers, and issuance of Combined Company common stock as merger consideration.

The Merger Agreement sets a baseline Merger Consideration of $525.0 million (plus any Interim Period Financing Transactions converted into Teamshares shares) with an illustrative per-share reference value of $10.00. The deal contemplates issuance of up to 6,000,000 Earnout Shares contingent on post-closing price targets and includes an Initial PIPE of 13,750,000 Live Oak Class A shares for aggregate proceeds of approximately $126.5 million (purchase price $9.20 per share). Post-closing ownership illustrations and trust-account cash (~$241.1 million as of March 31, 2026) are presented in the proxy.

Live Oak Acquisition Corp. V disclosed that Teamshares CEO Michael Brown appeared on the SPAC Podcast to discuss Teamshares’ business and the parties’ previously announced Business Combination. Teamshares reported pro forma adjusted EBITDA of $19 million in 2025 and reiterated forecasts of $60 million in 2026 and $100 million in 2027. The transcript describes Teamshares’ programmatic acquirer model, acquisition targets of roughly $0.5–$5 million EBITDA, its employee-retention approach, and that it has completed 92 acquisitions since 2020.

The filing notes that a Registration Statement on Form S-4 has been filed and, after effectiveness, shareholders will receive a definitive proxy statement/prospectus with detailed information and risk factors concerning the Business Combination.

Live Oak Acquisition Corp. V reports a small net loss of $129,303 for the quarter ended March 31, 2026, much narrower than the prior-year loss driven by one-time advisory fees. Results mainly reflect $966,218 of general and administrative costs, partly offset by $2,101,884 of interest income on trust investments.

The SPAC holds $241,144,179 in its trust account, equal to about $10.39 per public share as of March 31, 2026, and $1,124,492 of cash outside the trust. It has a derivative liability of $16,539,057 tied to PIPE Subscription Agreements and records a non‑cash loss from their fair value increase.

The company has a signed merger agreement with Teamshares Inc., valuing Teamshares at $525,000,000 plus certain interim financing, and related PIPE commitments to buy shares at $9.20. Management discloses substantial doubt about its ability to continue as a going concern if no Business Combination is completed by March 3, 2027, though it intends to close the Teamshares deal before then.

Live Oak Acquisition Corp. V entered into a Second Amendment to the Agreement and Plan of Merger with Teamshares Inc. on May 13, 2026 that clarifies certain mechanics of the previously disclosed business combination.

The amendment, made in accordance with Section 9.10 of the original merger agreement, does not materially alter the economic terms or overall structure of the Business Combination. The parties previously filed a Registration Statement on April 3, 2026 (amended April 30, 2026) on Form S-4 that includes a proxy statement/prospectus for the transaction.

Live Oak Acquisition Corp. V entered into a Second Amendment to its Merger Agreement with Teamshares Inc. as of May 13, 2026. This amendment modifies and clarifies certain mechanics of the previously agreed Business Combination between the parties in accordance with the original agreement.

The company states that these changes do not materially alter the economic terms or the overall structure of the Business Combination, and the original November 14, 2025 Agreement and Plan of Merger otherwise remains in full force and effect. Live Oak and Teamshares have also filed a Registration Statement on Form S‑4, first submitted on April 3, 2026 and amended on April 30, 2026, which includes a proxy statement/prospectus for Live Oak shareholders regarding the proposed transaction.

Live Oak Acquisition Corp. V extended the Merger Agreement outside date for its proposed business combination with Teamshares Inc. The parties signed a letter on May 1, 2026 to move the Original Outside Date from May 31, 2026 to July 15, 2026, subject to the Merger Agreement's closing conditions and any applicable waivers. The filing notes a Registration Statement on Form S-4 was filed April 3, 2026 and amended April 30, 2026; the definitive proxy statement/prospectus will be mailed after effectiveness.