Live Oak Acquisition Corp. V (Nasdaq: LOKVU) Releases Annual Report for Fiscal Year Ended December 31, 2025

Key Points from the Annual Report

• Business Overview: Live Oak Acquisition Corp. V (“the Company”) is a blank check company formed in the Cayman Islands, focused on effecting a business combination with one or more businesses or entities. The Company targets acquisitions with enterprise values between \$500 million and \$2 billion, with a preference for companies exhibiting strong growth prospects, substantial free cash flow, and defensible market positions.
• Teamshares Business Combination: On November 14, 2025, Live Oak Acquisition Corp. V entered into a merger agreement with Teamshares Inc., a Delaware corporation. This transaction, if completed, will result in Teamshares becoming a publicly listed entity through a business combination with the Company. The agreement includes significant earnout provisions for Teamshares shareholders, tied to future share price performance and business milestones.
• Financial Position: As of March 30, 2026, Live Oak Acquisition Corp. V reports 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding. The company must have at least \$120 million in cash and cash equivalents (including trust account balances and proceeds from financings) post-redemptions and financings for the Teamshares deal to close.
• Nasdaq Listing and Compliance: The Company is listed on Nasdaq under the symbol LOKVU. The structure of the offering includes units (Class A Ordinary Share + half warrant), and warrants (LOKVW) exercisable at \$11.50 per share. The company confirms compliance with Nasdaq’s 36-month requirement for SPACs to complete their initial business combination to avoid delisting.
• Shareholder Redemption and Dilution: The Teamshares merger includes standard redemption rights for public shareholders. Substantial redemptions could reduce the cash available for the transaction and affect post-merger capitalization and trading liquidity. The agreement provides for PIPE (Private Investment in Public Equity) financings to supplement trust account funds if necessary.
• Earnout Structure: Teamshares stockholders are entitled to additional shares (“Earnout Shares”) if certain volume-weighted average price (VWAP) targets for the combined company’s shares are met post-closing. The three-tier earnout structure triggers at \$12.00, \$16.00, and \$20.00 per share, with acceleration in the event of a qualifying change of control.
• Lock-Up and Registration Rights: Teamshares shareholders, the Sponsor, and PIPE investors will be subject to a six-month lock-up on their shares post-closing, with certain early-release options. An Amended & Restated Registration Rights Agreement ensures investors can resell shares after the lock-up expires.
• Potential Risks and Price Sensitivities:
  • The completion of the Teamshares transaction is contingent on approval by both companies’ shareholders, effectiveness of the registration statement, regulatory approvals, and the \$120 million minimum cash condition.
  • A material change in Teamshares’ audited financials, delisting from Nasdaq, or significant redemptions could jeopardize the deal.
  • If the merger fails, the Company faces dissolution risks as a SPAC if no alternative business combination is found within the regulatory timeframe.
  • The transaction structure could result in significant dilution for existing shareholders, particularly if large numbers of redemptions occur and additional PIPE financing is required.
  • The deal includes provisions for a termination fee and mutual liability for willful breach or fraud if the agreement is terminated.
  • The Company is classified as a “shell company” and an “emerging growth company,” affecting its reporting and compliance obligations.
• Management and Sponsor Interests: The management team, senior advisor, and independent directors collectively hold significant indirect interests in the Company’s private placement warrants. Third-party accredited investors with pre-existing business relationships with management hold the majority of these interests.
• Forward-Looking Statements: The report contains forward-looking statements concerning the Teamshares transaction, future business combinations, and operating results, all subject to significant uncertainties and risks.

Potentially Price-Sensitive Information and Shareholder Considerations

• Merger Completion Risk: The Teamshares merger is not guaranteed. Failure to satisfy closing conditions (including the \$120 million minimum cash, shareholder approvals, and audited financials) could result in the termination of the deal, which is likely to be price sensitive.
• Redemption Levels: High levels of redemption by existing shareholders would reduce available cash, possibly endangering the merger, and could significantly affect post-merger share value and liquidity.
• Future Dilution: The issuance of PIPE shares, Earnout Shares, and conversion of Class B shares will dilute existing shareholders, especially if the company must raise significant additional equity financing.
• Nasdaq Listing Status: The company’s ability to maintain its Nasdaq listing is dependent on timely completion of the business combination and maintaining sufficient capitalization. Delisting would be a material adverse event.
• Teamshares Financials: The merger is contingent on Teamshares providing PCAOB-audited GAAP financials for 2023 and 2024. Material adverse differences could allow termination of the agreement.
• Earnout Structure: Earnout provisions may result in significant additional dilution to public shareholders if performance targets are met.
• Lock-Up Expiry: The expiration of lock-up agreements could result in increased share supply and potential price pressure.
• Regulatory and Market Risk: Regulatory changes, market volatility, or shifts in SPAC market sentiment could materially affect the share price and the likelihood of transaction completion.

Conclusion

The proposed Teamshares business combination is a material event for Live Oak Acquisition Corp. V and could significantly impact shareholder value, capitalization, and the company’s future as a listed entity. Investors should closely monitor all developments related to this transaction, including redemption rates, progress on closing conditions, and any SEC or Nasdaq compliance disclosures. Failure to close the transaction within the required timeframe would place the company at risk of dissolution, while successful completion will result in transformative changes to ownership, operations, and share structure.

Disclaimer: This article is a summary and analysis of the annual report and related filings of Live Oak Acquisition Corp. V. It is intended for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should review all official filings and consult their financial advisors before making any investment decisions. The company’s actual results may differ materially from forward-looking statements due to risks and uncertainties described herein and in the company’s public filings.

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