Announcement • Jun 19
Teamshares Inc. completed the acquisition of Live Oak Acquisition Corp. V (NasdaqGM:LOKV) from Live Oak Sponsor V, LLC and others in a reverse merger transaction.
Teamshares Inc. executed a letter of intent to acquire Live Oak Acquisition Corp. V (NasdaqGM:LOKV) from Live Oak Sponsor V, LLC and others in a reverse merger transaction on August 15, 2025. Teamshares Inc. agreed to acquire Live Oak Acquisition Corp. V from Live Oak Sponsor V, LLC and others in a reverse merger transaction for approximately $530 million on November 14, 2025. As additional consideration, Company securityholders also have the potential to receive up to 6,000,000 additional shares of Live Oak common stock contingent upon the shares of Live Oak common stock meeting certain share price targets. In connection with the Business Combination, the parties have also entered into subscription agreements for $126 million of committed common equity PIPE financing from accounts advised by T. Rowe Price Investment Management, Inc. and other institutional investors. In case of termination of transaction, Teamshares Inc. will pay a termination fee of $3.90 million, and seller will pay a termination fee of $3.90 million. At closing, the combined company will operate as “Teamshares Inc.” and is expected to be listed on Nasdaq under ticker “TMS.”
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders and registration statement effectiveness(S-4 / F-4), Antitrust approval, approval for listing on Nasdaq or NYSE, execution of Employment Agreements and Minimum balance sheet requirement deal condition. The boards of both Teamshares and LOKV have each unanimously approved the Business Combination. On December 18, 2025, Live Oak submitted a draft registration statement on Form S-4 with the Securities and Exchange Commission in connection with the proposed business combination with Teamshares. The transaction is expected to close in the second quarter of 2026. On May 1, 2026, Live Oak and Teamshares entered into a letter agreement pursuant to which the parties determined to extend the Original Outside Date to July 15, 2026. As of May 27, 2026, the registration statement on Form S-4 was declared effective by the SEC which was filed on April 3, 2026. On June 1, 2026, Live Oak Acquisition Corp. V and HB Strategies LLC entered into an agreement for an OTC Prepaid Share Forward Transaction-Optional Early Termination in connection with Live Oak’s proposed initial business combination with Teamshares Inc. The expected completion of the transaction is in mid-June 2026. As of June 16, 2026, Live Oak Acquisition shareholders approved the transaction.
Santander US Capital Markets LLC acted as financial advisor for Teamshares Inc. Ryan Maierson, Nick Dhesi, Bryant Lee, Jared Grimley, Michelle Carpenter, Laura Waller, Jason Cruise, Patrick English, Lila Rosenfeld, Abby Johnson and John Slater of Latham & Watkins LLP acted as legal advisor for Teamshares Inc. Matthew A. Gray, Esq., Stuart Neuhauser, Esq. and Trevor Okomba, Esq. of Ellenoff Grossman & Schole LLP acted as legal advisor for Live Oak Acquisition Corp. V. Davis Polk & Wardwell LLP is acting as legal advisor to Santander US Capital Markets LLC. Continental Stock Transfer & Trust Company acted as transfer agent for Live Oak Acquisition Corp. V. Sodali & Co. acted as proxy solicitor to Live Oak Acquisition Corp. V and will receive a fee of $0.025 million. Ogier Group L.P. acted as legal advisor for Live Oak Acquisition Corp. V. Compass Point, Northland and Roth are also serving as capital markets advisors to Teamshares.
Teamshares Inc. completed the acquisition of Live Oak Acquisition Corp. V (NasdaqGM:LOKV) from Live Oak Sponsor V, LLC and others in a reverse merger transaction on June 19, 2026.
