425: Live Oak Acquisition Corp. V Amends Merger Agreement

Live Oak Acquisition Corp. V and Teamshares Inc. have entered into a Second Amendment to their Merger Agreement, primarily clarifying terms related to preferred stock conversion and liquidation preferences.

Summary

• Live Oak Acquisition Corp. V (Live Oak) and Teamshares Inc. (Teamshares) have executed a Second Amendment to their Agreement and Plan of Merger, originally dated November 14, 2025.
• This amendment, dated May 13, 2026, clarifies and incorporates specific terms regarding Teamshares' offer to certain holders of Company Preferred Stock.
• These holders can elect to receive liquidation preference treatment instead of having their preferred stock converted into common stock as initially planned.
• The amendment ensures that Liquidation Preference Elections are processed before the general Company Preferred Stock Exchange.
• It also incorporates additional terms and definitions related to these elections and clarifies mechanics without materially altering the economic terms or overall structure of the business combination.
• The original merger agreement, as amended, remains in full force and effect.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily addresses procedural clarifications and does not introduce significant new positive or negative developments regarding the core business combination.

Positives

• Clarification of preferred stock treatment provides greater certainty for certain shareholders.
• The amendment aims to streamline the process by prioritizing liquidation preference elections.
• The core economic terms and overall structure of the business combination remain unchanged, suggesting stability in the deal.

Negatives

• The introduction of liquidation preference elections may indicate potential concerns or complexities with the initial conversion plan.
• The need for a second amendment suggests that the initial agreement required further refinement.

Risks

• The occurrence of any event, change, or circumstance that could give rise to the termination of the Merger Agreement.
• The inability to complete the Business Combination due to failure to obtain shareholder approval or other closing conditions.
• The risk that the Business Combination disrupts current plans and operations.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by competition and the ability to grow profitably.
• Costs related to the Business Combination.
• The inability of Teamshares to implement business plans and forecasts after the completion of the Business Combination.
• The risk that additional financing needed to support Teamshares' business or operations may not be raised on favorable terms or at all.
• The evolution of the markets in which Teamshares competes.
• The ability of Teamshares to implement its strategic initiatives and continue to innovate.
• The level of redemptions of Live Oak's public shareholders.

Future Outlook

The filing does not provide specific forward-looking financial guidance but reiterates the potential risks and uncertainties associated with the business combination, including the ability to raise additional capital and achieve anticipated benefits.

Industry Context

StockSavvy.ai notes that amendments to SPAC merger agreements are common as parties refine deal terms. The focus on preferred stock liquidation preferences suggests a potential need to address investor concerns or complex capital structures within the target company, Teamshares.

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and definitive agreements with respect thereto is a risk factor.

Stakeholder Impact

• Shareholders of Live Oak: May be impacted by the terms of the merger and potential redemptions.
• Teamshares Preferred Stock Holders: Directly impacted by the clarification of liquidation preference elections and their conversion into common stock.
• Teamshares Security Holders: Their interests may differ from other equity holders generally, as noted in the filing.

Next Steps

• Shareholders of Live Oak are urged to read the Registration Statement, Proxy Statement/Prospectus, and other relevant documents when available.
• Live Oak and Teamshares will continue to work towards the consummation of the Business Combination, subject to closing conditions.

Key Dates

Keywords

Merger Agreement, Live Oak Acquisition Corp. V, Teamshares Inc., Business Combination, Preferred Stock, Liquidation Preference, SEC Filing, Form 8-K, Amendment