As filed with the U.S. Securities and Exchange Commission on February 25, 2025

Registration No. 333-284207

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

AMENDMENT NO. 3

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

Live Oak Acquisition Corp. V

(Exact name of registrant as specified in its charter)

_____________________________________

Cayman Islands		6770		61-2235506
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4921 William Arnold Road
Memphis, TN 38117
(901) 270-3107
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

Richard J. Hendrix
Chief Executive Officer
4921 William Arnold Road
Memphis, TN 38117
(901) 270-3107
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

Douglas S. Ellenoff
Stuart Neuhauser
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
(212) 370-1300

Bradley Kruger
Ogier (Cayman) LLP
89 Nexus Way, Camana Bay,
Grand Cayman
Cayman Islands
KY1-9009
(345) 949-9876

Derek J. Dostal
Pedro J. Bermeo
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
United States of America
(212) 450-4000

_____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Live Oak Acquisition Corp. V. is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-284207) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.

Part II

Information not required in prospectus

Item 16. Exhibits and Financial Statement Schedules.

Exhibit Index

Exhibit No.		Description
1.1*		Form of Underwriting Agreement.
3.1.1*		Memorandum of Association.
3.1.2*		Articles of Association.
3.2**		Form of Amended and Restated Memorandum and Articles of Association.
4.1*		Specimen Unit Certificate.
4.2*		Specimen Ordinary Share Certificate.
4.3*		Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4).
4.4*		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1*		Opinion of Ellenoff Grossman & Schole LLP.
5.2*		Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Registrant.
10.1**		Form of Letter Agreement among the Registrant, Live Oak Sponsor Partners V, LLC and each of the officers and directors of the Registrant.
10.2**		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3*		Form of Registration Rights Agreement among the Registrant, Live Oak Sponsor Partners V, LLC and the Holders signatory thereto.
10.4*		Form of Private Placement Warrants Purchase Agreement between the Registrant and Live Oak Sponsor Partners V, LLC.
10.5*		Form of Indemnity Agreement.
10.6*		Promissory Note issued to Live Oak Sponsor Partners V, LLC.
10.7*		Securities Subscription Agreement between Live Oak Sponsor Partners V, LLC and the Registrant.
10.8*		Form of Administrative Services Agreement.
14.1*		Form of Code of Ethics.
23.1*		Consent of Withum Smith+Brown, PC.
23.2*		Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.1).
23.3*		Consent of Ogier (Cayman) LLP (included on Exhibit 5.2).
24.1*		Power of Attorney (included on the signature page of the initial filing).
99.1*		Audit Committee Charter.
99.2*		Compensation Committee Charter.
99.3*		Consent of Ashton Hudson to be named as director nominee.
99.4*		Consent of Jonathan R. Furer to be named as director nominee.
99.5*		Consent of Andrea Tarbox to be named as director nominee.
107*		Filing Fee Table.

____________

* Previously filed.

** Filed herewith.

II-1

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, Tennessee, on the 25th day of February, 2025.

		Live Oak Acquisition Corp. V
		By:		/s/ Richard J. Hendrix
		Name:		Richard J. Hendrix
		Title:		Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Richard J. Hendrix	Chief Executive Officer and Chairman	February 25, 2025
Richard J. Hendrix	(principal executive officer)
/s/ Adam J. Fishman	President, Chief Financial Officer and Director	February 25, 2025
Adam J. Fishman	(principal financial and accounting officer)

II-2

Authorized representative IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this amended registration statement, solely in its capacity as the duly authorized representative of Live Oak Acquisition Corp. V, in Memphis, Tennessee, on the 25th day of February, 2025.

		By:		/s/ Richard J. Hendrix
		Name:		Richard J. Hendrix
		Title:		Chief Executive Officer and Chairman

II-3

Live Oak Acquisition Corp. V S-1/A