8-K: 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 to clarify preferred stock conversion and liquidation preference procedures.

Summary

• Live Oak Acquisition Corp. V (LOKV) and Teamshares Inc. have executed a Second Amendment to their Agreement and Plan of Merger, originally dated November 14, 2025.
• The amendment, dated May 13, 2026, clarifies the treatment of Teamshares' preferred stock in the business combination.
• Specifically, it incorporates procedures for 'Liquidation Preference Elections' by certain preferred stockholders, allowing them to elect liquidation preference treatment instead of converting their preferred stock into common stock.
• Teamshares will prioritize these liquidation preference elections before proceeding with the general preferred stock exchange for common stock.
• The amendment also corrects minor scrivener's errors in the original agreement and refines definitions related to the preferred stock treatment.
• Other than these modifications, the original merger agreement 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 financial information or alter the fundamental terms of the business combination.

Positives

• Clarification of preferred stock treatment provides greater certainty for the business combination process.
• The amendment aims to streamline the conversion process for preferred stockholders.
• The core economic terms and overall structure of the business combination remain unchanged, indicating continued commitment to the deal.

Negatives

• The need for a second amendment suggests potential complexities or initial ambiguities in the merger terms.
• The introduction of liquidation preference elections adds a layer of complexity to the capital structure unwind.

Risks

• The potential for the business combination to be terminated due to various circumstances, including failure to obtain shareholder approval or other closing conditions.
• Risks associated with obtaining or maintaining the listing of the combined company's shares on Nasdaq.
• The possibility that additional financing needed for the business combination or subsequent operations may not be raised on favorable terms.
• Disruption of current plans and operations as a result of the announcement and consummation of the business combination.
• The ability to recognize the anticipated benefits of the business combination, which may be affected by competition and the ability to manage growth profitably.

Future Outlook

The filing does not provide specific forward-looking financial guidance but discusses potential risks and uncertainties related to the business combination, including the ability to raise additional financing and recognize anticipated benefits.

Industry Context

StockSavvy.ai notes that amendments to SPAC merger agreements are common as parties refine deal terms and address complexities, particularly concerning capital structure and shareholder rights, in the evolving SPAC market.

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.

Stakeholder Impact

• Shareholders of Live Oak Acquisition Corp. V will be subject to voting on the business combination and the terms of the merger.
• Holders of Teamshares Inc. preferred stock will have the option to elect liquidation preference treatment or convert their shares into common stock.
• Potential impact on employees of Teamshares Inc. regarding the integration and future operations of the combined entity.

Next Steps

• Live Oak shareholders will vote on the business combination.
• The definitive proxy statement/prospectus will be mailed to shareholders once the Registration Statement is declared effective.
• The company will proceed with the business combination as per the amended merger agreement.

Key Dates

Keywords

Merger Agreement, Live Oak Acquisition Corp. V, Teamshares Inc., SPAC, Business Combination, Preferred Stock, Liquidation Preference, SEC Filing