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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): September 22, 2026
Live
Oak Acquisition Corp. VI
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43481 |
|
98-1919679 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
4921
William Arnold Road
Memphis
TN 38117
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (901) 270-3107
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 Act:
| 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 |
|
LOVIU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
LOVI |
|
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 |
|
LOVIW |
|
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 1.01.
Entry into a Material Definitive Agreement.
On
September 24, 2026, Live Oak Acquisition Corp. VI (the “Company”) consummated its initial public offering (“IPO”)
of 23,000,000 units (the “Units”), including the exercise in full by the underwriters of an option to purchase up
to 3,000,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
Registration Statement:
| |
● |
An Underwriting Agreement,
dated September 22, 2026, by and between the Company and Santander US Capital Markets LLC, a copy of which is attached as Exhibit
1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated
September 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management
Trust Agreement, dated September 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee,
a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement,
dated September 22, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto
and incorporated herein by reference. |
| |
● |
A Private Placement Warrants
Purchase Agreement, dated September 22, 2026 (the “Private Placement Warrants Purchase Agreement”), by and between
the Company and Live Oak Sponsor VI, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated
herein by reference. |
| |
● |
A Letter Agreement, dated
September 22, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit
10.4 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services
Agreement, dated September 22, 2026, by and between the Company and Live Oak Merchant Partners, an affiliate of the Sponsor, a copy
of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated
September 22, 2026, by and among the Company and each Director and executive officers of the Company, a form of which is attached
as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of
an aggregate of 4,600,000 warrants (the “Private Placement Warrants,”) to the Sponsor, with each warrant exercisable
to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,600,000 in the aggregate. The Private
Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise
disclosed in the Company’s registration statement for its IPO. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 23, 2026, in connection with the IPO, Messrs. Hudson and Chivavibul and Ms. Tarbox (collectively with Messrs. Hendrix and Fishman,
the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective September
23, 2026, each of Messrs. Hudson and Chivavibul and Ms. Tarbox was appointed to the Board’s Audit Committee, with Ms. Tarbox serving
as chair of the Audit Committee. Each of Messrs. Hudson and Chivavibul and Ms. Tarbox was appointed to the Board’s Compensation
Committee, with Mr. Chivavibul serving as chair of the Compensation Committee.
On
September 22, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company, and Gary Wunderlich,
Jr., senior advisor to the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable
law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing
summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On
September 23, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the
“Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which
was effective on September 22, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the
Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association
is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
A
total of $230,000,000 of the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes $6,900,000 of
the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company
to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust
account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO (or 24 months
from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 21 months from
the closing of the IPO (the “Completion Window”), or by such earlier liquidation date as the Company’s board
of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted
in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business
combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity.
On
September 22, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
September 24, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated September 22, 2026, by and between the Company and Santander US Capital Markets LLC. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated September 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, September 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated September 22, 2026 by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Warrants Purchase Agreement, dated September 22, 2026, by and between the Company and the Sponsor. |
| |
|
| 10.4 |
|
Letter Agreement, dated September 22, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
| 10.5 |
|
Administrative Services Agreement, dated September 22, 2026 by and between the Company and Live Oak Merchant Partners. |
| |
|
| 10.6 |
|
Form of Indemnity Agreement |
| |
|
| 99.1 |
|
Press Release, dated September 22, 2026. |
| |
|
| 99.2 |
|
Press Release, dated September 24, 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. VI |
| |
|
|
| |
By: |
/s/
Richard J. Hendrix |
| |
|
Name: |
Richard J. Hendrix |
| |
|
Title: |
Chief Executive Officer |
| Dated: September 24, 2026 |
|
|
Exhibit 99.1
Live Oak Acquisition Corp. VI Announces the
Pricing of $200,000,000 Initial Public Offering
New York, NY, Sept. 22, 2026 (GLOBE NEWSWIRE)
-- Live Oak Acquisition Corp. VI (the “Company”) announced today the pricing of its initial public offering of 20,000,000
units. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and begin trading tomorrow, September 23,
2026 under the ticker symbol “LOVIU.” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. The warrants will become exercisable 30 days after the completion of the Company’s initial business combination, and will
expire five years after the completion of the Company’s initial business combination or earlier upon redemption or its liquidation.
Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed
on Nasdaq under the symbols “LOVI” and “LOVIW,” respectively. The offering is expected to close on September
24, 2026, subject to customary closing conditions. The Company has granted the underwriter a 45-day option to purchase up to an additional
3,000,000 units at the initial public offering price to cover over-allotments, if any.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry. The Company’s
management team is led by Richard Hendrix, its Chairman, Chief Executive Officer and the co-founder of Live Oak Merchant Partners (“Live
Oak”), and Adam Fishman, its President, Chief Financial Officer, Director and a Managing Partner of Live Oak. The Board also includes
Ashton Hudson, Andrea Tarbox and Somsak Chivavibul. Gary Wunderlich, Jr. will serve as a Senior Advisor.
Santander is acting as the sole underwriter for the offering.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York,
NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602. A registration statement
relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on
September 22, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of
the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of
these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Investor Contacts
Live Oak Acquisition Corp. VI
4921 William Arnold Road
Memphis, Tennessee 38117
Attn: Adam Fishman
E-mail: IR@liveoakmp.com
Exhibit 99.2
Live
Oak Acquisition Corp. VI Completes $230,000,000 Initial Public Offering
New
York, NY, September 24, 2026 (GLOBE NEWSWIRE) -- Live Oak Acquisition Corp. VI (the “Company”) announced today the closing
of its initial public offering of 23,000,000 units, which includes 3,000,000 units issued pursuant to the exercise by the underwriters
of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $230,000,000. The
Company’s units began trading on September 23, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol
“LOVIU” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants
are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants
will become exercisable 30 days after the completion of the Company’s initial business combination, and will expire five years
after the completion of the Company’s initial business combination or earlier upon redemption or its liquidation. Once the securities
constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the
symbols “LOVI” and “LOVIW,” respectively.
Of
the proceeds received from the consummation of the initial public offering and a simultaneous private placement of warrants, $230,000,000
(or $10.00 per unit sold in the offering) was placed in a trust account of the Company.
The
Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity
in any business or industry. The Company’s management team is led by Richard Hendrix, its Chairman, Chief Executive Officer and
the co-founder of Live Oak Merchant Partners (“Live Oak”), and Adam Fishman, its President, Chief Financial Officer, Director
and a Managing Partner of Live Oak. The Board also includes Ashton Hudson, Andrea Tarbox and Somsak Chivavibul. Gary Wunderlich, Jr.
serves as a Senior Advisor.
Santander
acted as the sole underwriter for the offering.
The
offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison
Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602. A registration
statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on
September 22, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial
public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed
on the terms described, or at all.
Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
“Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public
offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor
Contacts
Live
Oak Acquisition Corp. VI
4921 William Arnold Road
Memphis,
Tennessee 38117
Attn:
Adam Fishman
E-mail:
IR@liveoakmp.com
