8-K
Live Oak Acquisition Corp. V (LOKV)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
Date of Report (Dateof earliest event reported): April 1, 2026
Live Oak AcquisitionCorp. V
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-42540 | 61-2235506 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
4921 William ArnoldRoad
Memphis TN 38117
(Address of principalexecutive offices, including zip code)
Registrant’s
telephone number, including area code: (901) 270-3107
Not Applicable
(Former name or formeraddress, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchangeon which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | LOKVU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | LOKV | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | LOKVW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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<br> Liquidation Preference Elections prior to the Company Preferred Stock Exchange and (ii) calculate shares issuable upon settlement of<br> In-the-Money Vested Company Options using the treasury method, and add new defined terms for “In-the-Money Vested Company<br> Options” and “ In-the-Money Unvested Company Options”; |
| --- | --- |
| ● | provide that certain holders of Company Preferred Stock may elect to receive a liquidation preference<br>in connection with the Closing and, in connection therewith, forfeit their entitlement to Earnout Shares issuable during the Earnout Period; |
| --- | --- |
| ● | provide<br> for the assumption by SPAC of the “In-the-Money Vested Company Options” and “In-the-Money<br> Unvested Company Options” pursuant to the Company Equity Plan to be assumed by the<br> SPAC and converted into options to purchase shares of SPAC Common Stock; |
| ● | provide for the adoption and approval of a post-Closing employee stock purchase plan, with shares of SPAC Common Stock reserved thereunder equal to two<br>percent (2%) of the aggregate shares of SPAC Common Stock issued and outstanding immediately after Closing, to be submitted to<br>Live Oak shareholders at the SPAC Extraordinary General Meeting; |
| --- | --- |
| ● | increase the number of shares initially reserved for issuance under the Incentive Plan from<br> five percent (5%) to seven percent (7%) of the aggregate shares of SPAC Common Stock issued<br> and outstanding immediately after Closing, and provide for an annual evergreen increase beginning<br> January 1 of the first calendar year following Closing; and |
| --- | --- |
| ● | require that the execution of Employment Agreements by each member of the Management Team be a condition<br>to Closing for Live Oak. |
| --- | --- |
Other than as expressly modified pursuant to the First Amendment to Merger Agreement, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Live Oak with the Securities and Exchange Commission (the “SEC”) on November 14, 2025, remains in full force and effect as originally executed. Certain of the amendments were made to clarify the mechanics of the originally contemplated transaction and do not materially alter the economic terms or overall structure of the Business Combination. The foregoing description of the First Amendment to Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment to Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
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Second Letter Agreement Amendment
On April 1, 2026, Live Oak, the Sponsor, Teamshares and the directors and officers of Live Oak entered into a Second Amendment (the “Second LetterAgreement Amendment”) to that certain Letter Agreement, dated as of February 27, 2025 (as amended on November 14, 2025 by the Amendment to Letter Agreement and as further amended by the Second Letter Agreement Amendment, the “Letter Agreement”), by and among Live Oak, the Sponsor, Teamshares and the directors and officers of Live Oak. The Second Letter Agreement Amendment provides that upon the Closing, up to 1,150,000 Incentive Founder Shares that are actually used to incentivize commitments for Interim Period Financing transactions and any transactions or arrangements into which Live Oak may enter into for the purpose of securing commitments from Public Shareholders not to redeem their Live Oak shares at or prior to the Closing (or other agreements or arrangements with like effect) will be released from transfer restrictions, subject to and contingent upon the Closing.
The foregoing description of the Second Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Letter Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Additional Information and Where to Findit
In connection with the Business Combination, Live Oak and Teamshares intend to file a Registration Statement with the SEC, which will include a proxy statement to Live Oak shareholders and a prospectus for the registration of Live Oak’s securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Live Oak as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of Live Oak and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Live Oak, Teamshares and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Live Oak Acquisition Corp. V, 4921 William Arnold Road, Memphis, TN, 38117 United States, Attn: Richard Hendrix, Chairman & Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF LIVE OAK ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Participants in Solicitation
Live Oak, Teamshares and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Live Oak’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Live Oak’s directors and officers in Live Oak’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Live Oak’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the Business Combination when available. Information concerning the interests of Live Oak’s and Teamshares’ participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Business Combination when it becomes available.
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No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
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 statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements 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; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Live Oak and Teamshares after the Closing to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the inability of Teamshares to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (11) the risk that additional financing in connection with the Business Combination, or additional capital needed following the Business Combination to support Teamshares’ business or operations, may not be raised on favorable terms or at all; (12) the evolution of the markets in which Teamshares competes; (13) the ability of Teamshares to implement its strategic initiatives and continue to innovate its existing products and services; (14) the level of redemptions of Live Oak’s public shareholders; and (15) other risks and uncertainties included in documents filed or to be filed with the SEC by Live Oak and/or Teamshares.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above when available and other documents filed by Live Oak and Teamshares from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Live Oak nor Teamshares presently knows, or that Live Oak and/or Teamshares currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Live Oak’s or Teamshares’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Live Oak’s or Teamshares’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Live Oak or Teamshares will, or may, generate going forward. Neither Live Oak nor Teamshares undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law.
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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) |
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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 |
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Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of April 1, 2026, by and among (i) Live Oak Acquisition Corp. V, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “SPAC”) and (ii) Teamshares Inc., a Delaware corporation (together with its successors, the “Company”).
WHEREAS, SPAC and the Company are party to that certain Agreement and Plan of Merger, dated November 14, 2025 (the “Original Agreement” and as amended, including by this First Amendment, the “Merger Agreement”);
WHEREAS, Section 9.10 of the Original Agreement permits amendment of the Original Agreement by execution of a written instrument signed by each of SPAC and the Company; and
WHEREAS, SPAC and the Company desire to amend the Original Agreement as set forth herein.
NOW,THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto, intending to be legally bound, hereby agree as follows.
1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.
2. Amendment to Original Agreement. The Original Agreement is hereby amended and modified in the following manner:
| 2.1. | Recital<br> N of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“Contemporaneously with the execution and delivery of this Agreement, SPAC and the Company entered into an amendment (the “First Insider LetterAgreement Amendment”) to the Insider Letter Agreement, a copy of which is appended to Exhibit F hereto, pursuant to which, effective as of the Closing, the post-Closing lock-up period applicable to the SPAC Class A Common Stock issued in exchange for the Founder Shares pursuant to this Agreement will be reduced from one (1) year to six (6) months (subject to the early release provisions in the Lock-Up Agreements). In addition, contemporaneously with the execution and delivery of the First Amendment to this Agreement, SPAC and the Company entered into an amendment (the “Second Insider Letter Agreement Amendment” and together with the First Insider Letter Agreement Amendment, collectively, the “Insider Letter Amendment”) to the Insider Letter Agreement, a copy of which is appended to Exhibit F hereto, pursuant to which, effective as of the Closing, up to 1,150,000 Incentive Founder Shares that are actually used to incentivize commitments for Transaction Financing shall be released from transfer restrictions, subject to and contingent upon the Closing, to the extent identified and pursued;”
| 2.2 | Section<br> 1.9 of the Original Agreement is hereby amended by deleting the first sentence thereof in<br> its entirety and replacing it with the following: |
|---|
“As consideration for the Merger, in full payment for the Company Stock and the In-the-Money Vested Company Options, the holders of Company Common Stock and In-the-Money Vested Company Options collectively shall be entitled to receive from SPAC, in the aggregate, a number of shares of SPAC Common Stock and Assumed Vested Company Options with an aggregate value equal to the sum of (i) Five Hundred and Twenty-Five Million Dollars ($525,000,000) plus (ii) the Interim Period Financing amount, if any, payable to such Company Stockholders in the form of shares of SPAC Common Stock (the “Merger Consideration” and such shares, the “Merger ConsiderationShares”), with each Company Stockholder receiving for each share of Company Common Stock held (after giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding any Company Securities described in Section 1.11(b)) a number of shares of SPAC Common Stock equal to (i) the Per Share Price, divided by (ii) $10.00 (the “Conversion Ratio”) (the total portion of the Merger Consideration amount payable to all Company Stockholders (excluding, for the avoidance of doubt, holders of In-the-Money Vested Company Options) in accordance with this Agreement is also referred to herein as the “Stockholder Merger Consideration”).
| 2.3 | Section<br> 1.10(a) of the Original Agreement is hereby amended by deleting the first sentence thereof<br> in its entirety and replacing it with the following: |
|---|
“After the Closing, subject to the terms and conditions set forth herein, each Company Stockholder as of immediately prior to the Closing (other than, solely with respect to the shares of the Company Preferred Stock in respect of which a Liquidation Preference Election is made, any Liquidation Preference Electing Holder who makes a Liquidation Preference Election) and each Earnout Optionholder (collectively, the “Earnout Participants”) shall have the contingent right to receive up to an additional Six Million (6,000,000) shares of SPAC Common Stock (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the “EarnoutShares”) based on the VWAP of the SPAC Common Stock during the five (5) year period commencing on the Closing Date (the “Earnout Period”) in accordance with this Section 1.10(a).”
| 2.4 | Section<br> 1.11(c) of the Original Agreement is hereby amended by deleting the first sentence thereof<br> in its entirety and replacing it with the following: |
|---|
“Each outstanding In-the-Money Vested Company Option that is outstanding and unexercised as of immediately prior to the First Effective Time shall be assumed by SPAC and automatically converted into an option to purchase shares of SPAC Common Stock under the Company Equity Plan (each, an “Assumed Vested Company Option”). Each outstanding In-the-Money Unvested Company Option that is outstanding and unexercised as of immediately prior to the First Effective Time shall be assumed by SPAC and automatically converted into an option to purchase shares of SPAC Common Stock under the Company Equity Plan (each, an “Assumed Unvested CompanyOption” and an Assumed Unvested Company Option and an Assumed Vested Company Option, each an “Assumed Option”).”
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| 2.5. | Section<br> 5.12(a) of the Original Agreement is hereby amended by deleting clause (vii) in its entirety<br> and replacing it with the following: |
|---|
“(vii) as an ordinary resolution, the approval and adoption of the Insider Letter Amendment, effective upon the Closing, pursuant to which (A) the Founder Shares will be released from the transfer restrictions on the date that is six (6) months after the Closing Date, and (B) up to 1,150,000 Incentive Founder Shares that are actually used to incentivize commitments for Transaction Financing shall be released from the transfer restrictions immediately upon the Closing (the “Insider Letter Amendment Proposal”)”
| 2.6. | Section<br> 5.12(a) of the Original Agreement is hereby amended by: |
|---|---|
| (a) | inserting<br> the following new clause (viii) immediately after existing clause (vii): |
| --- | --- |
“(viii) as an ordinary resolution, the adoption and approval of an employee stock purchase plan in form and substance reasonably acceptable to SPAC and the Company (the “ESPP”), with the number of shares of SPAC Common Stock reserved under the ESPP to be equal to two percent (2%) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption)”
| (b) | renumbering<br> the existing clause (viii) as clause (ix) thereof; and |
|---|---|
| (c) | amending<br> the parenthetical definition of “SPAC Shareholder Approval Matters” to replace<br> “clauses (i) through (viii)” with clauses “(i) through (ix)”. |
| --- | --- |
| 2.7. | Section<br> 5.20 of the Original Agreement is hereby amended by: |
| --- | --- |
| (a) | deleting<br> the words “five percent (5%)” and replacing them with “seven percent (7%)”;<br> and |
| --- | --- |
| (b) | inserting<br> the following sentence at the end thereof: |
| --- | --- |
“The Incentive Plan shall include an evergreen provision pursuant to which the number of shares of SPAC Common Stock available for issuance thereunder shall automatically increase on January 1 of each calendar year, beginning on January 1 of the first calendar year following the Closing, in an amount to be agreed upon by SPAC and the Company acting reasonably.”
| 2.8. | Section<br> 6.3(e) of the Original Agreement is hereby amended by inserting the following new subclause<br> (viii) immediately after subclause (vii) thereof (and renumbering the existing subclause<br> (viii) as subclause (ix)): |
|---|
“EMPLOYMENT AGREEMENTS. SPAC shall have received duly executed employment agreements from each member of the Management Team, in form and substance mutually agreed upon by SPAC and the Company, and such employment agreements shall be in full force and effect as of the Closing Date.”
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| 2.9. | Section<br> 10.2 of the Original Agreement is hereby amended by inserting the following defined terms<br> and cross-references in the appropriate alphabetical order in the table set forth therein: |
|---|
“ESPP” shall have the meaning set forth in Section 5.12(a).
“In-the-MoneyUnvested Company Option” means a Company Option with an exercise price less than the Per Share Price that has not vested as of the Closing.
“In-the-MoneyVested Company Option” means a fully vested Company Option with an exercise price less than the Per Share Price.
“LiquidationPreference Election” means the option offered by the Company to holders of Company Series C-1 Preferred Stock, Company Series D Voting Preferred Stock, Company Series D-NV Preferred Stock, Company Series E Preferred Stock and Company Series E-NV Preferred Stock that such holders may elect to (i) receive, in lieu of the shares of Company Common Stock such holders would otherwise have received pursuant to the Company Charter, following the Company Preferred Stock Exchange, as a result of the Transaction, a number of newly-issued shares of Company Common Stock determined based on the “Liquidation Amount” applicable to such Company Preferred Stock pursuant to the Company Charter, and, in connection therewith, (ii) forfeit such holders’ entitlement to Earnout Shares issuable during the Earnout Period, if any in respect of such holders’ shares of Company Preferred Stock.
“LiquidationPreference Electing Holders” means the holders of shares of Company Series C-1 Preferred Stock, Company Series D Voting Preferred Stock, Company Series D-NV Preferred Stock, Company Series E Preferred Stock and Company Series E-NV Preferred Stock that make Liquidation Preference Elections.
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| 2.10. | Subclause<br> of (a) of the definition of “Earnout Pro Rata Share” under Section 10.2 of the<br> Original Agreement is hereby amended and restated in its entirety to read as follows: |
|---|
“(a) each Earnout Participant who is a holder of outstanding shares of Company Stock as of immediately prior to the First Effective Time, a fraction expressed as a percentage equal to (i) the total number of shares of Company Stock held by a Company Stockholder as of immediately prior to the First Effective Time divided by (ii) the Fully Diluted Company Shares, provided, that solely for the purpose of this definition of “Earn Out Pro Rata Share”, the term “Fully Diluted Company Shares” shall (A) include the aggregate number of shares of Company Common Stock issuable upon exercise of the Company Options (both vested and unvested) as of immediately prior to the First Effective Time that were then-held by an Earnout Optionholder and (B) exclude the shares of Company Stock that are subject to a Liquidation Preference Election (this clause (ii), the “Earn Out Denominator”)”
| 2.11 | The<br> defined terms of “Fully-Diluted Company Shares,” “In-the-Money Company<br> Options” and “Per Share Price” are deleted in their entirety and replaced<br> as follows: |
|---|
“Fully-DilutedCompany Shares” means, as of immediately prior to the Closing and without duplication, the total number of issued and outstanding shares of Company Common Stock, expressed on a fully-diluted and as-converted to Company Common Stock basis, (a) after giving effect to Liquidation Preference Elections by Liquidation Preference Electing Holders and, thereafter, giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as converted to Company Common Stock basis, (b) issuable upon the settlement of In-the-Money Vested Company Options as of immediately prior to the First Effective Time calculated using the treasury method of accounting and (c) treating all outstanding Company Convertible Securities (other than Company Options) as fully vested and as if the Company Convertible Security had been exercised, exchanged or converted as of the First Effective Time and calculated using the treasury method of accounting but excluding any Company Securities described in Section 1.11(b) (relating to treasury stock).
“In-the-MoneyCompany Options” means the In-the-Money Unvested Company Options and the In-the-Money Vested Company Options.
| 2.12 | Exhibit<br> F to the Original Agreement is hereby amended by appending the Second Insider Letter Amendment<br> attached hereto. |
|---|
3. Ratification. Except as expressly modified by this Amendment, the Original Agreement remains unchanged and in full force and effect in its entirety and is hereby ratified and confirmed in all respects. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Whenever the Merger Agreement is referred to in the Merger Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Original Agreement as amended by this Amendment. The Original Agreement, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Merger Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. Sections 9.1 through 9.11, and 9.13 through 9.15 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.
[signaturepage follows]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first written above.
| SPAC: | ||
|---|---|---|
| LIVE OAK ACQUISITION CORP. V | ||
| By: | /s/<br> Adam Fishman | |
| Name: | Adam Fishman | |
| Title: | Chief Financial Officer | |
| The Company: | ||
| TEAMSHARES INC. | ||
| By: | /s/<br> Michael Ashby Brown | |
| Name: | Michael Ashby Brown | |
| Title: | Chief Executive Officer |
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ExhibitF
[Second Insider Letter Amendment]
Exhibit 10.1
SECOND AMENDMENT TO LETTER AGREEMENT
THIS SECOND AMENDMENT TOLETTER AGREEMENT (this “Amendment”) is made and entered into as of April 1, 2026, and shall be effective as of the Closing (defined below), by and among (i) Live Oak Acquisition Corp. V, a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Live Oak Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), (iii) Teamshares Inc., a Delaware corporation (“Target”), and (iv) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the Merger Agreement (as defined below)).
RECITALS
WHEREAS, Company, the Sponsor and the other undersigned Insiders are parties to that certain Letter Agreement, dated as of February 27, 2025 (the “OriginalLetter Agreement” and, as amended by the First Amendment to the Original Letter Agreement, dated November 14, 2025 and this Amendment, the “Letter Agreement”), pursuant to which the Sponsor and the undersigned Insiders agreed, among other matters, to (i) waive their redemption rights with respect to their Class A Ordinary Shares that they may have in connection with the consummation of the proposed Business Combination, (ii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares (although they will be entitled to liquidating distributions from the trust account with respect to any Offering Shares), (iii) vote any Ordinary Shares owned by it, him or her in favor of any proposed Business Combination for which the Company seeks approval, and (iv) comply with certain transfer restrictions with respect to the Founder Shares (or the Class A Ordinary Shares issuable upon conversion of the Founder Shares) and the Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants);
WHEREAS, on November 14, 2025, (i) the Company, (ii) Target, (iii) Catalyst Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“MergerSub”), (iv) Catalyst Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the SPAC (“MergerSub II”), (v) SPAC Representative, and (vi) Brian Gaebe, in the capacity as the Seller Representative, entered into that certain Agreement and Plan of Merger (as may be amended, modified, supplemented and/or restated from time to time in accordance with the terms thereof, the “Merger Agreement”);
WHEREAS, pursuant to the Merger Agreement, subject to the terms and conditions thereof, upon consummation of the transactions (the “Transactions”) contemplated by the Merger Agreement (the “Closing”), among other matters, (a) the Company will continue out of the Cayman Islands and become domesticated as a corporation in the state of Delaware (the “Domestication”), (b) Merger Sub will merge with and into Target (the “First Merger”), with Target surviving such merger as a wholly-owned subsidiary of the Company (the “Surviving Corporation”) and (c) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”) upon the terms and subject to the conditions set forth therein, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable Law;
WHEREAS, the parties hereto desire to amend the Letter Agreement to remove the lock-up period applicable to up to 1,150,000 Incentive Founder Shares that are actually used to incentivize commitments for Interim Period Financing Transactions and any transactions or arrangements into which the Company may enter into for the purpose of securing commitments from Public Shareholders not to redeem their Company shares at or prior to the Closing (or other agreements or arrangements with like effect); and
WHEREAS, pursuant to Section 12 of the Letter Agreement, the Letter Agreement can be amended with the written consent of all parties thereto.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
- Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:
(a) The defined terms in this Amendment, including without limitation in the preamble and recitals hereto, and the definitions incorporated by reference from the Merger Agreement, are hereby added to the Letter Agreement as if they were set forth therein.
(b) Effective upon the Closing, Section 8 of the Letter Agreement is hereby amended by inserting the following new clause immediately after clause (c):
“(d) effective as of the Closing, up to 1,150,000 Incentive Founder Shares as are actually used to secure commitments for Interim Period Financing Transactions and any transactions or arrangements into which the Company may enter into for the purpose of securing commitments from Public Shareholders not to redeem their Company shares at or prior to the Closing (or other agreements or arrangements with like effect) that are consummated prior to the Closing shall be released from the Lock-Up, subject to and contingent upon the Closing.”
Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall become effective upon the Closing. In the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
Intended Third Party Beneficiary. Target shall be an intended third-party beneficiary of Sections 1 and 8 of the Letter Agreement and this Section 3 of this Amendment and shall be entitled to enforce such sections as an actual party thereto and hereto. Each of the parties to the Letter Agreement agrees that neither Sections 1 nor 8 of the Letter Agreement shall be modified or amended and no waiver shall be granted without the express prior written consent of Target.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Letter Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Letter Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Letter Agreement in the Letter Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Letter Agreement, including without limitation Section 12 thereof.
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IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Amendment to Letter Agreement as of the date first above written.
Sincerely,
| LIVE OAK SPONSOR V, LLC | ||
|---|---|---|
| By: | /s/ Richard Hendrix | |
| Name: | Richard Hendrix | |
| Title: | Managing Member | |
| LIVE OAK ACQUISITION CORP. V. | ||
| By: | /s/ Adam Fishman | |
| Name: | Adam Fishman | |
| Title: | Chief Financial Officer | |
| TEAMSHARES INC. | ||
| By: | /s/ Michael Ashby Brown | |
| Name: | Michael Ashby Brown | |
| Title: | Chief Executive Officer |
[Signature Page to Amendment to Letter Agreement]
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| By: | /s/ Richard Hendrix | |
|---|---|---|
| Name: | Richard Hendrix | |
| By: | /s/ Adam Fishman | |
| Name: | Adam Fishman | |
| By: | /s/ Ashton Hudson | |
| Name: | Ashton Hudson | |
| By: | /s/ Andrea Tarbox | |
| Name: | Andrea Tarbox | |
| By: | /s/ Somsak Chivavibul | |
| Name: | Somsak Chivavibul |
[Signature Page to Amendment to Letter Agreement]
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