Live Oak Acquisition Corp. V 8-K/A

What Happened
Live Oak Acquisition Corp. V (LOKV) filed an 8‑K on June 2, 2026 disclosing a Forward Purchase Agreement dated June 1, 2026 with a fund sub‑advised by JBA Asset Management LLC (the “FPA Investor”; filed as between Live Oak and HB Strategies LLC). The agreement implements an OTC Prepaid Share Forward Transaction tied to Live Oak’s proposed business combination with Teamshares Inc. Under the deal, Live Oak will pay a Prepayment Amount from its IPO trust account, after required redemptions, for up to 4,000,000 “Subject Shares” upon the closing of the merger (the “BC Closing”). The Initial Price used to calculate the Prepayment Amount is set five exchange business days before closing and may be adjusted downward to a Reset Price during the 24‑month term following closing. The FPA Investor also agreed to waive redemption rights for the Subject Shares.

Key Details

• Counterparty: fund sub‑advised by JBA Asset Management LLC (agreement filed as with HB Strategies LLC). Agreement date: June 1, 2026. 8‑K filed June 2, 2026.
• Maximum Subject Shares: up to 4,000,000 public shares; final number to be notified no later than one trading day after the BC Closing.
• Source of funds: Prepayment paid from Live Oak’s trust account after satisfaction of required redemptions. Reported approximate redemption value if trust liquidated on May 29, 2026: $10.54 per share.
• Term and mechanics: Term runs until maturity 24 months after BC Closing; FPA Investor may terminate (returning pro rata Prepayment for terminated shares at the Reset Price). Initial Price can only be reduced (not increased) and Reset Price may be tied to VWAP or adjusted if the company issues securities at lower prices.
• Purpose: explicitly stated to reduce the number of Public Shares that may be redeemed in connection with the Business Combination with Teamshares.

Why It Matters
This agreement is intended to limit shareholder redemptions at closing, preserving more cash in the post‑merger company and reducing the number of shares Live Oak must redeem out of its trust. For retail investors, the Forward Purchase Transaction can affect how much trust cash remains for the Combined Company, the actual number of shares redeemed, and the post‑closing capitalization. The filing also notes related merger disclosures (S‑4 and proxy) and that the FPA Investor waived redemption rights for the Subject Shares, which may materially reduce redemptions tied to the Teamshares transaction.