Live Oak Acquisition Corp. V 8-K

What Happened
Live Oak Acquisition Corp. V (LOKV) announced on April 1, 2026 that it entered into a First Amendment to the November 14, 2025 Merger Agreement with Teamshares Inc. The amendment updates how fully‑diluted shares and option conversions are calculated, allows certain holders of Teamshares preferred stock to elect a liquidation preference (forfeiting certain earnout shares), provides for the SPAC’s assumption and conversion of in‑the‑money Company options, and adds post‑closing equity plan changes including a 2% employee stock purchase plan and an increase in the incentive plan from 5% to 7% of post‑closing shares. That same day the parties also executed a Second Letter Agreement Amendment to release, upon closing, up to 1,150,000 Incentive Founder Shares used to secure interim financing or public shareholder commitments.

Key Details

• Amendment effective April 1, 2026 to the Merger Agreement originally dated November 14, 2025.
• Up to 1,150,000 Incentive Founder Shares will be released from transfer restrictions upon closing (Second Letter Agreement Amendment).
• Post‑closing equity changes: a 2% employee stock purchase plan will be proposed and the Incentive Plan reserved pool increases from 5% to 7% of SPAC common stock, with an annual evergreen increase starting the January after closing.
• Clarifies calculation of Fully‑Diluted Company Shares (giving effect to liquidation preference elections and using the treasury method for in‑the‑money vested options); provides for assumption and conversion of those options into SPAC options.

Why It Matters
These amendments affect how equity and potential dilution will be calculated and allocated at closing — important for public shareholders evaluating ownership and dilution from option conversions, new employee plans, and released founder shares. The liquidation preference election option for some preferred holders could reduce earnout shares available to sellers, changing the post‑closing ownership mix. The requirement that management sign employment agreements as a condition to closing is a material closing condition. Live Oak and Teamshares will file a Registration Statement and proxy/prospectus with the SEC; shareholders should read those documents when available for full details before voting.