LOKVU Live Oak Acquisition Corp. V

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Executive Summary

Live Oak Acquisition Corp. V is soliciting shareholder approval for its business combination with Teamshares Inc., a programmatic acquirer of small businesses. The definitive proxy schedules a June 16, 2026 extraordinary general meeting where shareholders will vote on 15 proposals, including the merger, domestication to Delaware, adoption of new charter/bylaws, equity incentive plans, director elections, and insider letter amendments. The transaction values Teamshares at $525 million in stock consideration plus potential earnout shares, supported by a $126.5 million PIPE at $9.20/share from investors including T. Rowe Price, with no fairness opinion obtained by the board.

Key Financial Metrics

Actionable Insight

Key Facts

• Extraordinary general meeting scheduled for June 16, 2026 to approve business combination with Teamshares
• Merger consideration of $525.0 million in Combined Company common stock, plus potential earnout shares up to 6,000,000 shares at $12-$20 price targets
• Initial PIPE Investment of ~$126.5 million (13,750,000 shares at $9.20/share) from T. Rowe Price and other institutional investors
• Shareholder redemptions available at ~$10.48 per share (based on trust account balance as of March 31, 2026)
• Live Oak Board unanimously recommends FOR all proposals; no fairness opinion obtained
• Minimum cash condition of $120.0 million required to close
• Outside date extended to July 15, 2026; 5,750,000 founder shares subject to 6-month lock-up post-closing
• No dissenting directors reported; all 15 proposals recommended by unanimous board
• Appraisal rights available under Delaware law post-domestication
• Simple majority vote required for most proposals; Domestication Proposal requires 2/3 of Class B shares

Financial Impact

Base equity value of $525.0 million for Teamshares, plus up to 6,000,000 earnout shares (valued at $10/share = $60M), plus $126.5M PIPE investment. Redemption price ~$10.48/share based on ~$241.1M trust account.

Risk Factors

• Redemption levels could jeopardize minimum cash condition ($120M)
• No fairness opinion obtained — board reliance on market pricing and internal analysis
• Sponsor paid $0.004/share for founder shares vs $10.00 public IPO price, creating misaligned incentives
• Earnout shares (6M) and founder restricted shares (up to 1.15M) create overhang uncertainty
• Regulatory approvals (HSR) and Nasdaq listing requirements still outstanding

Market Snapshot

Documents Analyzed

This report is based on 2 SEC documents filed with EDGAR.

US Market Status

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