Live Oak Acquisition Corp. V 8-K

What Happened Live Oak Acquisition Corp. V (LOKV) announced on June 1, 2026 that it entered a Forward Purchase Agreement with HB Strategies LLC to implement an OTC prepaid share forward transaction in connection with Live Oak’s proposed business combination with Teamshares Inc. The agreement is intended to take effect on the trade date immediately after Live Oak’s shareholder meeting to vote on the merger, and is designed to reduce the number of Live Oak public shares that may be redeemed at closing of the business combination.

Key Details

• Counterparties and date: Forward Purchase Agreement dated June 1, 2026 between Live Oak and HB Strategies LLC (the FPA Investor).
• Maximum subject shares: up to 4,000,000 Live Oak public shares may be covered by the transaction.
• Payment mechanics: upon closing of the business combination, Live Oak will pay a Prepayment Amount from the trust account equal to (number of Subject Shares × Initial Price), where Initial Price is set 5 exchange business days before closing and may be adjusted downward (not upward) during the 24‑month term.
• Term and termination: the agreement runs until a maturity date 24 months after the business‑combination closing but may be terminated earlier in whole or part by the FPA Investor; Terminated Shares reduce the Subject Shares and trigger partial repayment at a reset price.
• Redemption and trust rights: HB Strategies waived any redemption rights for the Subject Shares and agreed not to claim trust-account funds except as a public-shareholder or for the Prepayment Amount. The filing discloses an approximate redemption price of $10.54 per share if the trust were liquidated as of May 29, 2026.

Why It Matters This arrangement is intended to lower the number of shares tendered for redemption at closing, which can preserve cash in the trust account and make it easier for the merger with Teamshares to close by reducing the cash outflow for redemptions. For retail investors, the agreement affects the potential pool of redeeming shares and the cash available to the surviving company after closing. Key items to watch: the actual number of Subject Shares announced after closing (up to 4M), any reductions or terminations of the forward purchase during its 24‑month term, and how the Initial/Reset Price adjustments might change the funds exchanged.