8-K: Live Oak Acquisition Corp. V Completes $230 Million IPO, Eyes Business Combination

Live Oak Acquisition Corp. V successfully closed its initial public offering (IPO) of 23 million units, generating gross proceeds of $230 million, and is now focused on identifying a suitable business combination target.

Summary

• Live Oak Acquisition Corp. V completed its IPO on March 3, 2025, offering 23,000,000 units at $10.00 each, raising $230,000,000 in gross proceeds.
• Each unit comprises one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant allowing the holder to purchase one Class A ordinary share at $11.50.
• Concurrently, the company completed a private placement of 4,500,000 warrants to Live Oak Sponsor V, LLC, generating $4,500,000 in gross proceeds.
• A total of $231,150,000, representing the net proceeds from the IPO and private placement, was placed in a U.S.-based trust account.
• The company intends to use the funds to pursue a business combination with one or more target businesses.
• The business combination must be with a target having a fair market value equal to at least 80% of the net balance in the trust account.
• The company has 21 months (or 24 months under certain conditions) to complete a business combination.
• If a business combination is not completed within the specified timeframe, the public shares will be redeemed.
• Transaction costs related to the IPO amounted to $7,723,148, including underwriting fees and other offering costs.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The company successfully completed its IPO, which is a significant achievement. However, the company still faces the challenge of finding a suitable business combination target and completing the transaction within the specified timeframe.

Positives

• Successful completion of the IPO and private placement provides significant capital for pursuing a business combination.
• Funds are held in a trust account, providing security and potentially generating interest income.
• The company has a defined timeframe to complete a business combination, creating a sense of urgency and focus.
• The management team has broad discretion in selecting a business combination target.

Negatives

• The company has not yet identified a specific business combination target.
• If a business combination is not completed within the specified timeframe, the public shares will be redeemed, potentially resulting in liquidation.
• The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Risks

• The company may be unable to find a suitable business combination target within the given timeframe.
• Geopolitical instability, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, could negatively impact the company's search for a target.
• The company could be deemed an investment company under the Investment Company Act of 1940.
• The Sponsor may not have sufficient funds to satisfy its indemnity obligations.

Future Outlook

The company intends to focus on identifying and consummating a business combination within the next 21 months (or 24 months under certain conditions).

Industry Context

This announcement is typical for a SPAC, which are formed to raise capital through an IPO for the purpose of acquiring an existing company. The SPAC structure allows private companies to become publicly listed more quickly than through a traditional IPO.

Comparison to Industry Standards

• The size of the IPO ($230 million) is within the typical range for SPAC IPOs, which can vary significantly depending on market conditions and the sponsor's reputation.
• The warrant structure (one-half warrant per unit, exercisable at $11.50) is a common feature in SPAC IPOs.
• The timeframe for completing a business combination (21-24 months) is standard in the SPAC industry.
• Comparable companies include other SPACs such as those sponsored by experienced investors or industry-specific SPACs targeting particular sectors.

Related Party Transactions

• The company completed a private placement of warrants to its sponsor, Live Oak Sponsor V, LLC.
• The Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering.
• The company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $17,500 per month for office space, utilities, and secretarial and administrative support.

Stakeholder Impact

• Shareholders: Potential for significant returns if a successful business combination is completed.
• Employees: Potential for new opportunities and growth within the combined company.
• Customers: Potential for improved products and services from the combined company.
• Suppliers: Potential for increased business from the combined company.
• Creditors: Potential for increased stability and repayment capacity from the combined company.

Next Steps

• The company will actively seek a suitable business combination target.
• The company will conduct due diligence on potential targets.
• The company will negotiate and execute a definitive agreement for a business combination.
• The company will seek shareholder approval for the business combination.
• The company will work to close the business combination transaction.

Key Dates