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Live Oak Acquisition Corp. V (LOKV) and Teamshares Inc. highlight a previously disclosed business combination agreement that would take Teamshares public, with Teamshares stating its intent to go public in 2026. The companies plan to file a Registration Statement that will include a proxy statement for Live Oak shareholders and a prospectus covering securities to be issued in the business combination. Shareholders will later receive definitive proxy materials to vote on the transaction, and the combined company aims to continue acquiring high-quality businesses from retiring owners and expanding employee ownership, subject to customary approvals and risks described in future SEC filings.
Live Oak Acquisition Corp. V reported that it held an investor call on November 14, 2025 to discuss its proposed business combination with Teamshares Inc. The transcript of this call is provided as Exhibit 99.1 to the report. The companies plan to file a Registration Statement that will include a proxy statement for Live Oak shareholders and a prospectus covering securities to be issued in connection with the transaction, which will be mailed to shareholders after the SEC declares it effective. The filing emphasizes that it is not an offer or solicitation to buy or sell securities and contains extensive forward-looking statements language outlining risks that could affect completion and outcomes of the Business Combination.
Live Oak Acquisition Corp. V (LOKV) reported that it held an investor call on November 14, 2025 to discuss its proposed business combination with Teamshares Inc. and has furnished the call transcript as an exhibit. The company and Teamshares plan to file a registration statement with the SEC that will include a proxy statement for Live Oak shareholders and a prospectus covering securities to be issued in connection with the transaction. After effectiveness, definitive materials will be mailed to shareholders of record, and investors are strongly urged to read the proxy statement/prospectus and related documents when available because they will contain important information about the proposed business combination.
Live Oak Acquisition Corp. V (LOKV) announced a definitive agreement to merge with Teamshares Inc., valuing the target at $525,000,000 in stock at $10.00 per share. The deal includes an earnout of up to 6,000,000 additional shares tied to share price targets during a five-year period, with full acceleration upon a qualifying change of control at $12.00 per share.
Concurrent financing includes a PIPE for 13,695,652 shares at $9.20 per share for aggregate proceeds of $126.0 million. Closing conditions include shareholder approvals, SEC effectiveness of an S-4, HSR clearance, domestication from Cayman to Delaware, listing approval, and a minimum cash condition of at least $120,000,000 (trust after redemptions plus transaction financings). Governance terms feature lock-ups: six months for significant holders and four years for management, with early release upon a $25.00 VWAP trigger. An equity incentive plan reserving 5% of post-close shares is expected, and sponsor founder shares include performance-based vesting. The merger agreement includes an Outside Date of May 31, 2026 and customary termination rights.
Live Oak Acquisition Corp. V (LOKV) entered into a Merger Agreement to combine with Teamshares Inc.. The deal values the stock consideration at $525,000,000, with shares of Live Oak common stock valued at $10.00 per share, and may be increased by any Interim Period Financing that converts into Teamshares common stock.
The structure includes a Cayman-to-Delaware Domestication, followed by a two-step merger. Teamshares stockholders will receive Live Oak common stock, and in‑the‑money options will be assumed as Assumed Options. An earnout of up to 6,000,000 additional shares is tied to share‑price targets during a five‑year period, with full acceleration upon a qualifying change of control at $12.00 per share or more.
Concurrently, Live Oak entered PIPE Subscription Agreements for 13,695,652 shares at $9.20 per share for aggregate proceeds of $126.0 million, conditioned on closing. Closing conditions include shareholder approvals, SEC effectiveness of an S‑4, exchange listing approval, the Domestication, and a minimum cash condition of at least $120,000,000 (trust cash after redemptions plus Transaction Financings). Related agreements include voting support, lock‑ups (six months for significant holders; up to four years for management with early release triggers), an equity incentive plan reserving 5% of post‑close shares, registration rights, and sponsor founder‑share vesting/forfeiture mechanics.