Live Oak Acquisition Corp. V Enters Forward Purchase Agreement to Support Teamshares Business Combination
Key Developments for Shareholders
Date: June 1, 2026
Company: Live Oak Acquisition Corp. V (Nasdaq: LOKV)
Transaction Partner: HB Strategies LLC (the “Seller”, also referred to as the “FPA Investor”)
Summary of the Report
- Live Oak Acquisition Corp. V has entered into a Forward Purchase Agreement (FPA) with HB Strategies LLC. This is an OTC Prepaid Share Forward Transaction with optional early termination features.
- The FPA is directly related to Live Oak’s proposed initial business combination with Teamshares Inc., a Delaware corporation. Post-combination, the public company will be known as the “Combined Company.”
- Purpose of the FPA: The transaction aims to reduce the number of Public Shares that may be redeemed in connection with the closing of the Business Combination.
- The FPA Investor (HB Strategies LLC) has agreed to waive any redemption rights under Live Oak’s governing documents for the shares subject to the FPA, which may further reduce the number of shares redeemed at closing.
- The approximate redemption price per share, if the trust account were liquidated as of May 29, 2026, would be \$10.54.
- The maximum number of shares covered by the FPA is 4,000,000 shares.
- The shares involved are Class A ordinary shares of Live Oak (par value \$0.0001 per share, trading as LOKV), which will become common stock of the Combined Company (expected new ticker: TMS) post-Domestication and Business Combination.
Key Terms and Transaction Details
- Type of Transaction: Share Forward Transaction.
- Trade Date: The date following Live Oak’s extraordinary general meeting to approve the Business Combination.
- Effective Date: One settlement cycle following the Pricing Date.
- Pricing Date: To be determined (expected post-approval of the Business Combination).
- Shares: Up to 4,000,000 shares as described above.
- Exchange: Nasdaq Stock Market LLC.
- VWAP Price: Rule 10b-18 volume weighted average price per share as reported on Bloomberg, or as determined by the Calculation Agent if not available.
- Redemptions: Live Oak will promptly accept any redemption reversal requests in connection with purchases of shares by Seller for any Public Shares subject to this confirmation.
- Dilutive Offering Reset: Adjustments will be made if the company issues additional shares or securities convertible into shares, affecting the economics of the FPA.
Strategic and Shareholder Impact
This Forward Purchase Agreement is a significant move for Live Oak and its shareholders for several reasons:
- Redemption Mitigation: The FPA is designed to lower the number of shares that will be redeemed at the closing of the business combination with Teamshares. High redemptions are often a risk in special purpose acquisition company (SPAC) transactions, as they can reduce the amount of cash available to the combined entity and potentially derail or weaken the business combination.
- Price Sensitive Information: The redemption price per share is approximately \$10.54 as of May 29, 2026. This figure provides a reference for shareholders considering redemption of their shares and is close to the typical SPAC IPO price, which may influence trading and redemption decisions.
- Waiver of Redemption Rights: The FPA Investor’s waiver of redemption rights on up to 4,000,000 shares means that these shares will not be part of the potential redemption pool, increasing certainty over the cash Live Oak will deliver at closing and the public float of the combined company. This can affect both the short-term trading dynamics and the long-term capital structure of the post-combination entity.
- Potential Dilution: The FPA includes provisions for adjustments if there are subsequent dilutive offerings, which could impact existing shareholders’ positions.
- Forward Purchase as a Vote of Confidence: The involvement of an institutional investor (HB Strategies LLC) in this size of forward equity purchase may be viewed as a vote of confidence in the business combination and the prospects of Teamshares as a public company.
- Business Combination Progress: Shareholders are reminded that a Registration Statement on Form S-4 relating to the proposed combination has been filed and declared effective by the SEC. A proxy statement will be, or has been, made available in connection with the shareholder vote to approve the transaction.
- Potential for Share Price Movement: News of forward purchase agreements and redemption waivers in SPAC transactions is often closely watched by the market, as it affects the likelihood of deal completion, the capital structure, and free float. Investors may react to the reduction in redemption risk and the establishment of a reference redemption price.
Additional Disclosures
- Forward-Looking Statements: The report contains forward-looking statements regarding the business combination, the prospects of Teamshares, and the effects of the FPA. Actual results may differ due to various risks, including market conditions, regulatory changes, and the level of shareholder redemptions.
- No Offer or Solicitation: The report is for information only and does not constitute an offer to sell or buy securities.
- Exhibit Reference: The full text of the Forward Purchase Agreement is available as Exhibit 10.1 to Live Oak’s Form 8-K.
Conclusion
The announcement of the Forward Purchase Agreement between Live Oak Acquisition Corp. V and HB Strategies LLC is a pivotal development for investors. It provides greater certainty regarding the capital available for the proposed business combination with Teamshares, sets a clear reference price for redemptions, and signals institutional confidence in the transaction. Shareholders should closely monitor further updates on the business combination as well as any changes related to the Forward Purchase Agreement or potential additional dilution.
Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any security. All forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially. Investors should consult official SEC filings and their own financial advisors before making any investment decisions.
