Live Oak Acquisition Corp. V SEC Filings

Live Oak Acquisition Corp. V reported that its Board appointed Somak Chivavibul as a Class I director, effective February 25, 2026. The Board determined he is an independent director and named him to the audit committee and as chair of the compensation committee.

Chivavibul, age 59, brings over 25 years of experience in public company financial management, capital markets, strategic planning, and risk oversight, including senior finance roles at Navient and Sallie Mae. The company states there are no related-party transactions or family relationships involving him, and he entered into standard director letter and indemnification agreements similar to those of current officers and directors.

Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed an amended Schedule 13G reporting its position in Live Oak Acquisition Corp. V. HOOPP now reports beneficial ownership of 0 Class A ordinary shares, representing 0% of the class, as of the event date 12/31/2025. The fund indicates it has no sole or shared voting or dispositive power over any shares. HOOPP describes itself as a pension plan trust formed under the laws of Ontario, Canada and states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Live Oak Acquisition Corp. V received a Schedule 13G reporting that Live Oak Sponsor V, LLC and its managing member Richard Hendrix beneficially own 5,750,000 of the company’s Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares at the time of the initial business combination or earlier at the holder’s option on a one-for-one basis.

The 5,750,000 Class B shares represent 20% of the Class A ordinary shares, based on 23,000,000 Class A shares outstanding as of November 12, 2025, assuming full conversion of the Class B shares. The Sponsor holds sole voting and dispositive power over these shares, while Hendrix is deemed to share voting and dispositive power through his control of the Sponsor and disclaims beneficial ownership except to the extent of his pecuniary interest.

Live Oak Acquisition Corp. V and Teamshares Inc. provide an update on their planned business combination and go-public process. Teamshares’ CEO said the company is working to complete its merger with Live Oak in April or May, aiming to begin trading in the second quarter, subject to SEC review and market conditions. Teamshares opted to go effective off its fourth-quarter 2025 results, expects to complete its 2025 audit in early March, and to publicly file its registration statement later that month.

The SPAC raised USD 345m in its IPO, and the transaction includes a USD 126m PIPE, while net proceeds at closing will depend on shareholder redemptions. The deal values Teamshares at USD 756m. Management emphasized a programmatic acquisition strategy, noting it acquired around USD 15m of EBITDA in 4Q 2025 and plans to acquire companies with roughly USD 6m of EBITDA in 1Q. Over the medium term, Teamshares is working toward issuing parent-level corporate bonds and continues to target owner-operated businesses generating about USD 500,000 to USD 5m of EBITDA.

Live Oak Acquisition Corp. V discusses its planned business combination with Teamshares Inc., a programmatic acquirer of small U.S. businesses, in a deal described as a $786 million combination. Leaders outline how Teamshares buys retirement-driven, high-quality companies and uses software and standardized processes to keep diligence and closing costs low.

Teamshares reports adding $15 million of EBITDA from recent acquisitions in Q4 2025 and says it now owns about 90 companies, generally with EBITDA between roughly $0.5 million and $5 million per target. The company targets modest leverage, often around three times operating EBITDA, and expects going public to lower its cost of debt meaningfully over time.

The parties highlight an oversubscribed $75 million-targeted common equity PIPE, ultimately raising about $126 million, anchored by a major institutional investor. Management emphasizes long-term alignment through a lockup tied to four years or a $25 share price, and Teamshares cites corporate EBITDA of about $20 million today with projections of $60 million and $100 million over the next two years, assuming continued acquisition-driven growth.

Live Oak Acquisition Corp. V released a podcast transcript featuring Michael Brown, CEO and co‑founder of Teamshares Inc., in connection with their planned business combination. Brown explains that Teamshares operates a permanent holding-company model focused on buying and holding small businesses while gradually spreading employee ownership, rather than using a traditional private equity “buy and flip” approach.

He notes that by the end of 2025 Teamshares owned about 90 companies with roughly $450 million of revenue and around $60 million of operating profit on a trailing 12‑month basis, and that acquired businesses have shown a low annual failure rate of about 1.5%. For 2025, he highlights what he describes as a record year, adding around $25 million of new EBITDA from acquisitions while existing portfolio company profits grew at a mid‑teens rate. Brown also discusses their deal sourcing funnel, reviewing over 70,000 listings a year, an employee base of well over 2,000 across subsidiaries, and Teamshares’ long‑term plan to become a public company via the business combination with Live Oak.

Teamshares Inc. reported acquiring $15 million of new EBITDA in the fourth quarter of 2025 as it prepares to go public via a merger with Live Oak Acquisition Corp. V. The planned business combination values the combined company at a pro forma enterprise value of $746 million, based on a pre-money equity value of $525 million.

The deal is structured as a 100% primary transaction expected to provide up to $333 million of net proceeds, including a $126 million PIPE anchored by accounts advised by T. Rowe Price Investment Management, Inc., plus Live Oak V’s cash in trust assuming no redemptions and after expenses. Net proceeds are intended to fund acquisitions of new operating subsidiaries. Closing and an anticipated Nasdaq listing in the second quarter of 2026 depend on shareholder approvals, SEC review of a Form S-4, regulatory clearances, and stock exchange listing approval.

Sculptor Capital LP and affiliated entities report beneficial ownership of 1,247,005 Class A ordinary shares of Live Oak Acquisition Corp. V, representing 5.4% of this class of stock.

The filing shows they have shared voting and shared dispositive power over all of these shares, with no sole voting or dispositive power. The shares are held across various investment funds and accounts they manage, and the certification states the position is not held for the purpose of changing or influencing control of Live Oak Acquisition Corp. V.

Teamshares Inc. and Live Oak Acquisition Corp. V announced that Live Oak V has confidentially submitted a draft registration statement with the SEC for a proposed business combination first announced on November 14, 2025. If completed, the combined company will be named “Teamshares Inc.” and the parties will apply to list its securities on Nasdaq under the tickers “TMS” and “TMSW.”

Teamshares is a tech-enabled buyer of high-quality businesses, acquiring companies with $0.5 to $5 million of EBITDA from retiring owners and helping employees earn company stock. It operates subsidiaries with consolidated revenue of over $400 million across more than 40 industries and 30 states. Closing of the transaction will depend on shareholder approvals, SEC review and effectiveness of the registration statement, and other customary conditions, and the companies highlight extensive risk factors and uncertainties that could affect completion and future performance.