Live Oak Acquisition Corp. V (LOKV) Company Overview

US | Financial Services | Shell Companies | NASDAQ

What was Live Oak Acquisition Corp. V, and does LOKV still exist?

Live Oak Acquisition Corp. V was a special purpose acquisition company, or SPAC, formed in the Cayman Islands on November 27, 2024. Its purpose was not to sell products or operate a conventional business. Instead, it raised cash from public investors, placed most of that cash in a protected trust account, and searched for a private company to take public through a merger or similar transaction. The company’s own IPO prospectus described this blank-check mandate directly.

$230.0M
IPO gross proceeds, March 3, 2025
23.0M
public units sold at $10.00 each
5.75M
Class B founder shares outstanding before closing
June 18, 2026
business combination closing date

The most important current fact is that LOKV is now a historical ticker. Live Oak shareholders approved the combination with Teamshares on June 16, 2026, and the transaction closed on June 18, 2026. After closing, the combined company became Teamshares Inc.; its common stock and warrants began trading on Nasdaq under TMS and TMSWW. The official closing Form 8-K and accompanying announcement document that transition. Therefore, analysis of “LOKV” is fundamentally an analysis of a completed acquisition vehicle, not a continuing standalone operating company.

How did Live Oak V’s SPAC business model work?

Where did the economic value come from?

A SPAC creates a temporary capital structure rather than a recurring commercial franchise. Public investors bought units containing one Class A ordinary share and one-half of one public warrant. Each whole warrant entitled the holder to purchase one Class A share at $11.50, subject to adjustment. The sponsor contributed nominal capital for founder shares, while public shareholders received redemption rights that allowed them to reclaim their pro rata share of trust cash around the business-combination vote.

1Raise public capitalLOKV sold 23.0 million units at $10.00 in March 2025.
2Protect the trust$231.15 million was initially deposited into the trust account, including private-placement proceeds.
3Find and negotiateManagement evaluated targets and signed a merger agreement with Teamshares in November 2025.
4Vote, redeem, and financeShareholders voted while PIPE and other financing arrangements supported closing liquidity.
5Convert into operating equityAt closing, the shell became Teamshares and the ticker changed from LOKV to TMS.

Why was reported “income” economically different from operating profit?

Before closing, Live Oak V had no product revenue. Its income statement mainly reflected general and administrative expenses, transaction costs, interest earned on Treasury-oriented trust investments, and fair-value changes in derivative liabilities. That means net income or loss could swing because of accounting remeasurement rather than business demand. For the quarter ended March 31, 2026, the company reported a $129,303 net loss even though trust investments earned $2.10 million of interest, because operating costs and a $1.26 million increase in the fair value of the PIPE subscription liability offset that income.

For LOKV, the central question was never “How fast can revenue grow?” It was “Can the sponsor complete an attractive transaction while preserving enough cash and acceptable dilution for the post-merger company?”

What did LOKV’s final standalone quarter show?

The last standalone quarterly report covered the three months ended March 31, 2026. It still classified Live Oak V as a shell company with one reportable segment. The balance sheet was dominated by trust assets, while operating cash outside the trust was modest. The March 2026 Form 10-Q is the most relevant source for the final pre-closing snapshot.

Metric Q1 2026 / March 31, 2026 Interpretation
Trust investments $241.14M Primary asset pool available for redemptions and the transaction.
Cash outside trust $1.12M Liquidity for diligence, legal, accounting, and transaction work.
Trust interest income $2.10M Yield on Treasury-oriented trust assets during the quarter.
General and administrative costs $0.97M Recurring shell-company and deal-execution expense.
PIPE liability fair-value change $1.26M expense Non-cash accounting remeasurement tied to financing contracts.
Net loss $0.13M Not comparable with operating-company profitability.
Operating cash used $0.20M Actual cash burn outside the protected trust.
March 31, 2026 liquidity composition
Trust investments$241.14M
Cash outside trust$1.12M
The chart uses trust investments as the 100% reference. Almost all liquidity was restricted to the transaction or redemptions rather than freely deployable for ordinary operations.

Why was the trust account more important than earnings per share?

At March 31, 2026, trust investments had risen from $239.04 million at December 31, 2025 to $241.14 million, primarily through interest accumulation. The public share count remained 23.0 million, implying trust value of roughly $10.48 per public share before taxes, permitted withdrawals, redemptions, and closing adjustments. For SPAC investors, this per-share trust value and the redemption mechanism were more decision-useful than the reported loss per share, which rounded to approximately zero in Q1 2026.

Which strategic turning points defined Live Oak V?

  1. November 27, 2024
    Live Oak Acquisition Corp. V was incorporated as a Cayman Islands blank-check company, creating the legal shell and sponsor structure.
  2. December 20, 2024
    The sponsor acquired 5.75 million Class B founder shares for $25,000, establishing the sponsor’s pre-combination economic exposure and governance influence.
  3. March 3, 2025
    The company completed a 23.0 million-unit IPO at $10.00 per unit, including full exercise of the 3.0 million-unit over-allotment option.
  4. November 14, 2025
    Live Oak V signed a definitive business-combination agreement with Teamshares and arranged institutional PIPE financing.
  5. May 27, 2026
    The joint S-4 registration statement became effective, clearing a major SEC process step before the shareholder vote.
  6. June 16, 2026
    Live Oak shareholders approved the business combination at the extraordinary general meeting.
  7. June 18–23, 2026
    The combination closed on June 18, and Teamshares began Nasdaq trading under TMS on June 23, ending LOKV’s standalone life.

What did the Teamshares selection change?

Selecting Teamshares transformed the investment proposition from a cash-backed acquisition vehicle into an operating-company exposure. Teamshares describes itself as a tech-enabled acquirer of small and medium-sized businesses from retiring owners, combining a holding-company model with financial technology and employee ownership. At the time the registration statement became effective, Teamshares reported operating subsidiaries with approximately $490 million of consolidated revenue across more than 40 industries and 30 states. Those figures belong to Teamshares, not to historical LOKV, but they explain why the post-closing security should be analyzed as a diversified acquisition platform rather than a SPAC.

The official Live Oak V investor page and the SEC-filed Form S-4 provide the operating-company disclosures necessary to move from historical SPAC analysis to Teamshares analysis.

How did the transaction financing and dilution mechanics work?

The closing capital structure combined former Teamshares equity, PIPE shares, sponsor-related securities, public shares that were not redeemed, warrants, and contingent earnout shares. The PIPE was especially important because it supplied committed capital even if public shareholders redeemed. At closing, Live Oak issued 13.75 million PIPE shares for approximately $126.5 million of gross proceeds. The transaction also included up to 6.0 million earnout shares, divided into three equal tranches tied to common-stock volume-weighted average prices of $12.00, $15.00, and $20.00 during a five-year earnout period.

Security or financing item Amount Economic significance
Initial public units 23.00M Created public shares plus one-half warrant per unit.
Founder shares before closing 5.75M Sponsor incentive and potential source of dilution.
PIPE shares issued 13.75M Raised about $126.5M of committed gross proceeds.
Potential earnout shares 6.00M Contingent dilution if post-closing share-price hurdles are met.
Shares outstanding after closing 71.99M Approximate common shares outstanding on June 18, 2026.
Warrants outstanding after closing 16.00M Additional potential dilution depending on exercise economics.
Selected pre-closing share classes
Public Class A shares — 23.00M, 80.0% of the 28.75M pre-closing ordinary shares
Founder Class B shares — 5.75M, 20.0%
The simple 80/20 split illustrates the original sponsor promote structure before redemptions, PIPE issuance, merger consideration, and other closing adjustments.

Why do redemptions matter more than the headline trust balance?

A SPAC can show hundreds of millions of dollars in trust shortly before closing, yet deliver materially less cash if public holders redeem. Live Oak entered non-redemption agreements covering 276,646 Class A shares; in exchange, the sponsor agreed to transfer 37,171 founder shares to participating investors. The arrangement shows that retaining trust cash had enough value to justify sponsor concessions. Researchers should therefore separate gross trust assets from net cash actually delivered after redemptions, fees, forward-purchase transactions, and transaction expenses.

Who controlled LOKV, and why did governance matter?

What role did the sponsor play?

Live Oak Sponsor V LLC held the founder shares and was economically positioned to benefit from completion of a business combination. Founder shares were purchased for only $25,000, or roughly $0.004 per share, and were designed to represent 20% of ordinary shares outstanding immediately after the IPO. This asymmetry is standard SPAC architecture but creates a clear incentive difference: public investors can redeem near trust value, while the sponsor’s founder shares can become valuable only if a deal closes.

Holder or group Verified stake Source period Why it mattered
Public Class A holders 23.00M shares before vote May 15, 2026 Held voting and redemption rights tied to trust value.
Live Oak Sponsor V LLC 5.75M founder shares before closing March 31, 2026 Had strong economic incentive to complete a transaction.
Richard J. Hendrix 5.12M post-closing shares, 7.0% June 18, 2026 Material post-combination ownership linked sponsor leadership to Teamshares.
Michael Brown 1.24M post-closing shares, 1.7% June 18, 2026 Founder and CEO ownership aligned operating leadership with the public company.

How should investors interpret sponsor incentives?

The sponsor’s experience and network were the principal “moat” of the shell, because LOKV had no products, customers, or proprietary operating assets. The Live Oak franchise had completed prior public-market combinations, which could help with sourcing, diligence, financing, and investor communication. However, the same economics can create pressure to complete a transaction before the liquidation deadline. The 2025 annual report stated that if no business combination occurred by March 3, 2027, the company would cease operations except to liquidate, a condition that generated substantial doubt about standalone going concern. Closing Teamshares eliminated that shell-company deadline but replaced it with operating execution and integration risk.

What competitive advantage did Live Oak V actually have?

A SPAC does not compete through brand loyalty, patents, unit economics, or customer switching costs. Its competitive position rests on sponsor credibility, access to attractive private-company targets, ability to raise committed financing, and capacity to close a transaction under changing capital-market conditions. Live Oak V’s achievement was completing a transaction roughly fifteen months after its IPO, with an institutional PIPE and a target whose model was differentiated from a single-industry roll-up.

Relative strength
Sponsor network
Live Oak Merchant Partners brought repeated SPAC experience, transaction execution capability, and capital-markets relationships.
Relative weakness
No standalone operations
LOKV had no recurring revenue, customer base, or operating moat independent of the merger process.
Strategic opportunity
Teamshares platform
The transaction offered exposure to succession-driven SME acquisitions and employee ownership.
Structural threat
Dilution and redemption
Sponsor shares, warrants, PIPE issuance, earnouts, and redemptions complicated per-share value creation.

Who were LOKV’s real competitors?

Before signing Teamshares, LOKV competed with other SPACs, private-equity funds, strategic buyers, venture investors, and direct-listing or traditional IPO alternatives for attractive private companies. Competition affected valuation, deal terms, sponsor concessions, and certainty of closing. After the merger announcement, the relevant comparison shifted: investors had to compare Teamshares with other permanent-capital acquisition platforms, private-equity consolidators, business brokers, succession-capital providers, and fintech-enabled lenders. That shift underscores why a historical LOKV article should not pretend the shell retained a conventional market position after June 2026.

Transaction sourcingStrong
Standalone operating moatMinimal
Trust-backed downside protection before voteHigh
Post-closing simplicityComplex

What risks could have changed the LOKV outcome?

The central pre-closing risks were transaction failure, heavy redemptions, financing shortfalls, litigation, Nasdaq-listing uncertainty, and the possibility that Teamshares would not achieve its forecasts after becoming public. The transaction documents also highlighted the risk that additional capital might not be available on favorable terms, that the merger could disrupt operations, and that integration and growth could prove difficult. These were not generic disclosures: they directly linked the shell’s value to a single event and the target’s ability to deploy capital after closing.

Risk Financial transmission What ultimately happened
Deal failure Could have forced continued search costs or eventual liquidation. The Teamshares combination closed on June 18, 2026.
Redemptions Reduced trust cash delivered to the combined company. Non-redemption and forward-purchase arrangements were used to support closing liquidity.
Dilution Founder shares, PIPE shares, warrants, and earnouts expand fully diluted share count. Post-closing analysis must use a fully diluted framework, not only basic shares.
Transaction costs Legal, advisory, underwriting, and financing costs reduce net cash. LOKV incurred $7.72M of IPO-related fees before later merger expenses.
Operating execution Teamshares must source, finance, integrate, and improve many SME subsidiaries. This became the dominant risk after the ticker changed to TMS.

Which risk was most material after closing?

Once the merger closed, liquidation risk disappeared and operating risk took over. Teamshares’ model depends on buying businesses from retiring owners, funding those purchases, integrating reporting and financial systems, developing leadership at subsidiaries, and earning acceptable returns across many industries. The broad diversification can reduce exposure to one sector, but it also raises organizational complexity. Investors also must account for post-SPAC technical factors, including warrant overhang, earnout thresholds, registration rights, resale supply, and the difference between cash raised and cash retained after transaction costs.

Which KPIs and valuation drivers matter now?

There is no useful standalone DCF for historical LOKV because it had no operating revenue and ceased to exist as an independent shell. A pre-closing investor could model trust value, redemption value, warrant optionality, expected dilution, and deal-closing probabilities. A post-closing investor must instead build a Teamshares operating model. The valuation bridge therefore changes completely at the transaction date.

Acquisition pace
Track the number, purchase price, and EBITDA profile of newly acquired SME subsidiaries.
Organic subsidiary growth
Separate acquired revenue growth from same-business operating improvement.
Consolidated EBITDA and margins
Measure whether scale and shared services improve economics across the portfolio.
Cash conversion
Compare operating cash flow with EBITDA, working-capital needs, and maintenance spending.
Debt and acquisition funding
Monitor leverage, interest expense, covenant headroom, and the cost of incremental capital.
Diluted share count
Include warrants, earnouts, sponsor securities, PIPE shares, and registered resale supply.
Employee ownership
Assess whether the model improves retention, succession outcomes, and subsidiary performance.
Capital deployment returns
Compare acquisition returns with the company’s cost of debt and equity capital.

How should a DCF be framed?

For Teamshares, a DCF should begin with consolidated revenue and operating profit, then explicitly separate organic growth from acquired growth. Acquisition spending is economically a reinvestment requirement, even when accounting classifications make it appear below operating cash flow. Analysts should estimate the recurring capital needed to sustain the acquisition engine, normalize transaction costs, model interest expense and taxes, and use a fully diluted share count. Terminal assumptions deserve caution because a roll-up model can show high reported growth while consuming substantial capital.

Two valuation regimesBefore June 18, 2026: trust value and deal probability. After June 18, 2026: Teamshares free cash flow, acquisition returns, leverage, and dilution.

What is the key takeaway from Live Oak Acquisition Corp. V analysis?

Live Oak Acquisition Corp. V succeeded at the narrow task for which it was created: it raised $230.0 million in its March 2025 IPO, protected the bulk of the proceeds in a trust account, selected Teamshares, arranged substantial PIPE financing, obtained shareholder approval, and closed the combination in June 2026. Its final standalone quarter showed a financially typical SPAC: approximately $241.14 million in trust investments, only $1.12 million of operating cash outside the trust, no commercial revenue, and earnings driven by interest, expenses, and derivative accounting.

The historical competitive advantage was the sponsor’s transaction network and execution capability, not an operating moat. The principal investor protections were redemption rights and trust assets; the principal structural concerns were sponsor incentives, redemptions, fees, warrants, earnouts, and dilution. Those features explain LOKV but no longer define the listed security after the business combination.

For students and researchers, LOKV is a clean case study in how a SPAC converts from a cash shell into an operating company. The correct analytical handoff is crucial: do not compare LOKV’s net loss with Teamshares revenue, do not treat the old trust balance as permanent corporate cash, and do not value TMS from the former $10.00 unit price. Instead, use the post-closing capital structure and Teamshares filings, beginning with the official closing information statement and current SEC reports.

Final synthesis
LOKV was a temporary financing vehicle whose value rested on trust cash, redemption rights, sponsor execution, and the probability of a successful merger. That chapter ended on June 18, 2026. The continuing research question is whether Teamshares can convert the capital and public listing into durable free cash flow while managing acquisition discipline, subsidiary complexity, leverage, and fully diluted share count.

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