Live Oak Acquisition CORP. V 425 Filing

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share LOKV The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share LOKVW The Nasdaq Stock Ma

Filing Documents

• ea0283978-8k425_liveoak5.htm (425) — 41KB
• ea028397801ex2-1.htm (EX-2.1) — 48KB
• ea028397801ex10-1.htm (EX-10.1) — 25KB
• 0001213900-26-038868.txt ( ) — 115KB

01. Entry Into A Material Definitive Agreement

Item 1.01. Entry Into A Material Definitive Agreement. Amendment to Merger Agreement As previously disclosed, on November 14, 2025, Live Oak Acquisition Corp. V, a Cayman Island exempted company (" Live Oak ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with (i) Catalyst Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Live Oak, (ii) Catalyst Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Live Oak, (iii) Teamshares Inc., a Delaware corporation (" Teamshares " or the " Company "), (iv) Live Oak Sponsor V LLC, a Delaware limited liability company (the " Sponsor "), solely in the capacity from and after the closing (the " Closing ") of the transactions contemplated by the Merger Agreement (collectively, the " Business Combination ") as representative for the stockholders of Live Oak (other than the Teamshares security holders and their respective successors and assigns), and (v) Brian Gaebe, solely in the capacity as the representative from and after the Closing of the Earnout Participants (as defined in the Merger Agreement). Terms used herein but not otherwise defined have the meanings ascribed to such terms in the Merger Agreement. On April 1, 2026, Live Oak and Teamshares entered into a First Amendment to the Merger Agreement (the " First Amendment to Merger Agreement ") to amend the Merger Agreement to: reflect the execution of the Second Letter Agreement Amendment, as discussed below; revise the definition of " Fully-Diluted Company Shares" to (i) give effect to Liquidation Preference Elections prior to the Company Preferred Stock Exchange and (ii) calculate shares issuable upon settlement of In-the-Money Vested Company Options using the treasury method, and add new defined terms for "In-the-Money Vested Company Options" and " In-the-Money Unvested Company Options"; provide that certain holders of Company Preferred Stock may elect to receive a liquidation preference in connec

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business Combinations. Live Oak's and/or Teamshares' actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement with respect to the Business Combination; (2) 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; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the shareholders of Teamshares and Live Oak or other conditions to Closing; (4) the inability to obtain or maintain the listing of the public company's shares on Nasdaq or another national securities exchange following the Business Combination; (5) the ability of Live Oak to remain current with its SEC filings

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 First Amendment to Merger Agreement 10.1 Second Letter Agreement Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIVE OAK ACQUISITION CORP. V Date: April 2, 2026 By: /s/ Richard Hendrix Name: Richard Hendrix Title: Chief Executive Officer 5

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