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Live Oak Acquisition Corp. V is seeking shareholder approval to consummate a business combination with Teamshares Inc. under an Agreement and Plan of Merger. The Merger Consideration is structured as $525.0 million (plus any interim financings) valued at $10.00 per share, with additional contingent Earnout Shares of up to 6,000,000 Combined Company Common Stock tied to post-closing price targets or a qualifying change-of-control during a five-year earnout period.
The proposal contemplates domestication of Live Oak into Delaware, two-step mergers, an Initial PIPE Investment of 13,750,000 shares for approximately $126.5 million, and issuance of founder, sponsor and warrant securities (including 5,750,000 sponsor shares and 4,500,000 sponsor warrants). Pro forma ownership assumptions (excluding Earnout Shares) show Public Shareholders ~26%, Sponsor ~4%, and Teamshares Stockholders ~55% immediately after Closing.
Live Oak Acquisition Corp. V updated its planned merger with Teamshares Inc. by signing a First Amendment to their Merger Agreement. Certain preferred shareholders of Teamshares may now elect a liquidation preference at closing and in return give up their right to future Earnout Shares.
The amendment also calls for the SPAC to assume both in-the-money vested and unvested Company stock options and convert them into options for SPAC common stock. Separately, a Second Letter Agreement Amendment allows up to 1,150,000 Incentive Founder Shares to be released from transfer restrictions at closing if they are used to secure interim financing or non‑redemption commitments from public shareholders.
Live Oak Acquisition Corp. V furnished an investor presentation from a March 31, 2026 investor day for its proposed business combination with Teamshares Inc. The materials describe Teamshares as a tech-enabled acquirer of small and mid-sized businesses and outline a programmatic acquisition model.
The presentation highlights a pro forma enterprise value of $825 million, a $126 million common equity PIPE at $9.20 per share, and a plan to grow pro forma adjusted EBITDA from $19 million in 2025 to $100 million in 2027. It also notes a targeted acquisition EBITDA multiple around the mid-single digits and a reported 22% return on equity metric for recent deals.
Extensive risk disclosures emphasize that results depend on completing the merger, managing redemptions, securing and refinancing debt, and maintaining exchange listing. The materials state that Teamshares’ auditor included a going concern explanatory paragraph tied to refinancing key credit facilities, and that forward-looking projections and non-GAAP measures involve significant assumptions.
Live Oak Acquisition Corp. V is a Cayman Islands-based SPAC that completed an IPO of 23,000,000 units at $10.00 per unit, placing $231,150,000 in a Nasdaq-traded trust while it searches for a business combination.
On November 14, 2025 it signed a Merger Agreement to combine with Teamshares, a tech-enabled acquirer of small businesses with consolidated revenue over $400 million. Teamshares stockholders and in-the-money option holders are slated to receive shares of new common stock valued at $525,000,000 at $10.00 per share, plus any converted interim financing, with up to 6,000,000 additional earnout shares tied to future share-price targets or a qualifying change of control.
The deal is supported by a PIPE commitment for 13,695,652 shares at $9.20 per share for $126.0 million and requires at least $120,000,000 of combined trust and financing cash at closing. Live Oak must complete a business combination by March 3, 2027 or liquidate the trust, and public shareholders will have redemption rights at a per-share amount that was about $10.39 as of December 31, 2025.
Live Oak Acquisition Corp. V director Somsak Chivavibul filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing lists him as a director of the company but does not report any buy, sell, acquire, or dispose transactions in this submission.
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.