If You Invested in Live Oak Acquisition Corp. V (LOKV)

Live Oak Acquisition Corp. V (NASDAQ: LOKV) is a publicly traded special purpose acquisition company (SPAC) in the blank check sector. According to company disclosures and transaction announcements, it is the fifth SPAC sponsored by Live Oak Merchant Partners, which is described as an experienced team of operators and investors with a history of public-market business combinations. Live Oak Acquisition Corp. V was formed to identify and complete a business combination with an operating company, using its public listing and capital structure to bring that target to the public markets.

The company’s Class A ordinary shares trade on The Nasdaq Stock Market LLC under the symbol LOKV. Its capital structure also includes units and warrants, with units and warrants listed under the symbols LOKVU and LOKVW, respectively, as disclosed in its SEC filings. Live Oak Acquisition Corp. V is organized as a Cayman Islands exempted company, reflecting a common structure for SPACs that plan to complete a merger and, as described in its merger agreement, undertake a domestication to Delaware in connection with a proposed transaction.

Business purpose and SPAC structure

Live Oak Acquisition Corp. V describes itself as a blank check company and a special purpose acquisition company. Its core purpose is to enter into a business combination with one or more operating businesses. Under the Agreement and Plan of Merger referenced in its Form 8-K filing, Live Oak Acquisition Corp. V agreed to a multi-step transaction structure that includes a domestication to Delaware, followed by mergers involving subsidiaries and Teamshares Inc., a Delaware corporation.

In the merger framework outlined in the Form 8-K, a wholly owned subsidiary of Live Oak Acquisition Corp. V will merge with and into Teamshares, with Teamshares surviving as a wholly owned subsidiary. Immediately after that, the surviving corporation is expected to merge with another Live Oak subsidiary. The transaction structure is designed so that Teamshares security holders receive shares of Live Oak common stock as merger consideration, and certain Teamshares option holders receive assumed options exercisable into Live Oak common stock, all subject to the terms and conditions in the merger agreement.

Proposed business combination with Teamshares Inc.

Live Oak Acquisition Corp. V has announced a definitive agreement for a proposed business combination with Teamshares Inc., described in joint press releases and SEC filings. The parties state that, at closing of the business combination, the combined company will operate as “Teamshares Inc.” and is expected to be listed on Nasdaq under the ticker “TMS,” with an additional ticker “TMSW” referenced in a later communication in connection with a confidential S-4 submission. These outcomes remain subject to conditions such as shareholder approvals, SEC review and effectiveness of the registration statement on Form S-4, and other customary closing conditions.

Teamshares is described in transaction communications as a tech-enabled acquiror of high-quality businesses, characterized as part holding company and part financial technology platform. The available information states that Teamshares programmatically acquires companies from retiring owners within a specified earnings range, integrates them with the Teamshares platform, and helps employees earn company stock. These descriptions appear in joint announcements about the proposed business combination and are presented as background on the target business that Live Oak Acquisition Corp. V intends to bring to the public markets.

Merger consideration and earnout structure

The Form 8-K filed by Live Oak Acquisition Corp. V describes key economic terms of the merger agreement. The total merger consideration to be received by Teamshares security holders at closing is stated as a number of shares of Live Oak common stock with an aggregate value equal to a specified dollar amount plus any qualifying interim period financing that converts into Teamshares common stock, with each share of Live Oak common stock valued at a fixed price for purposes of that calculation. The filing refers to this as the Merger Consideration and the Stockholder Merger Consideration.

In addition to the base consideration, the merger agreement includes an earnout structure. Certain Teamshares security holders, referred to as Earnout Participants, may receive up to a stated number of additional shares of Live Oak common stock, called Earnout Shares, if specified share price targets are achieved during a defined earnout period following closing. The share price targets are set at different levels, and one-third of the Earnout Shares is associated with each target. The filing further states that all Earnout Shares would be accelerated if Live Oak experiences a qualifying change of control at or above a defined implied per-share consideration level during the earnout period. If the share price targets are not met, the Earnout Participants would not receive the corresponding Earnout Shares.

Regulatory and shareholder process

Live Oak Acquisition Corp. V and Teamshares describe a regulatory process centered on a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission. That registration statement is expected to include a proxy statement for Live Oak shareholders and a prospectus covering the Live Oak securities to be issued as merger consideration. According to the Form 8-K, after the registration statement is declared effective, a definitive proxy statement/prospectus will be mailed to Live Oak shareholders of record for voting on the business combination and related matters.

The Form 8-K also notes that Live Oak Acquisition Corp. V held an investor call to discuss the proposed business combination and that a transcript of the call was furnished as an exhibit. The filing emphasizes that materials furnished under Regulation FD are not deemed filed for purposes of certain sections of the Exchange Act and are not incorporated by reference into other filings unless specifically stated.

Capital markets and PIPE financing context

In a joint announcement, Live Oak Acquisition Corp. V and Teamshares describe subscription agreements for a committed common equity private investment in public equity (PIPE) financing. The communication states that accounts advised by T. Rowe Price Investment Management, Inc. and other institutional investors have agreed to provide a specified amount of PIPE financing, with the potential for additional gross proceeds from the cash held in Live Oak’s trust account, assuming no redemptions and before transaction expenses. The parties describe these proceeds as intended to support the combined company’s growth plans and acquisition activity, subject to completion of the business combination.

The same announcement characterizes Teamshares as backed by multiple venture capital investors and notes that existing shareholders intend to roll their equity into the combined public company. These details provide context for how Live Oak Acquisition Corp. V positions the proposed transaction within the public capital markets and the role of institutional and existing investors in the capital structure following the merger.

Status and forward-looking nature of the transaction

All descriptions of the proposed business combination between Live Oak Acquisition Corp. V and Teamshares are presented in the source materials as subject to completion of the transaction. The communications emphasize that closing is contingent on conditions such as shareholder approvals, SEC review of the registration statement on Form S-4, regulatory approvals, and stock exchange listing approvals. The filings and press releases also include cautionary language about forward-looking statements and refer readers to risk factor discussions in Live Oak’s periodic reports and in the registration statement when available.

Based on the available information, Live Oak Acquisition Corp. V remains a SPAC focused on completing this proposed business combination. There is no explicit indication in the provided materials that the transaction has closed, that the company has been delisted, or that it has completed a transformation beyond the announced plans. Investors and observers are directed in the source documents to review SEC filings such as Forms 8-K and the anticipated Form S-4 for more detailed and updated information about the transaction and its conditions.

Key structural features highlighted in SEC filings

The merger agreement summary in the Form 8-K highlights several structural features relevant to understanding Live Oak Acquisition Corp. V:

• It is identified as an emerging growth company under applicable SEC rules.
• It has units, Class A ordinary shares, and warrants registered under Section 12(b) of the Exchange Act and listed on Nasdaq.
• The transaction contemplates a domestication from the Cayman Islands to Delaware in connection with closing.
• The post-closing board of directors is expected to consist of up to nine directors, with at least a majority qualifying as independent under Nasdaq listing rules and two directors designated by Live Oak prior to closing.
• The parties agreed to customary covenants regarding operation during the interim period, efforts to consummate the business combination, and limitations on soliciting alternative transactions.

These elements illustrate how Live Oak Acquisition Corp. V is structured to complete a merger with an operating company and transition that business to a publicly traded structure, consistent with its role as a blank check company.