{"url_path":"/sec/lokvw/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001213900-26-055877-index.html","accession_number":"0001213900-26-055877","cik":"0002048951","ticker":"TMS","issuer_name":"Teamshares Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001213900-26-055877-index.html","primary_entity_key":"0002048951","primary_entity_name":"Live Oak Acquisition Corp. V"},"word_count":1962,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into A Material Definitive Agreement.** \n\n** **\n\n**Second Amendment to Merger Agreement**\n\n  \n\nAs previously disclosed, Live\nOak Acquisition Corp. V, a Cayman Islands exempted company (“**Live Oak**”),** **entered into that certain\nAgreement and Plan of Merger, dated as of November 14, 2025 (as amended by that certain First Amendment to Agreement and Plan of Merger,\ndated as of April 1, 2026 (the “**First Amendment to Merger Agreement**”), the “**Original Merger Agreement**”,\nand as such Original Merger Agreement may be further amended or supplemented from time to time, including by the Second Amendment to the\nMerger Agreement (as defined below), the “**Merger Agreement**”) with (i) Catalyst Sub Inc., a Delaware corporation\nand a wholly-owned subsidiary of Live Oak, (ii) Catalyst Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary\nof Live Oak, (iii) Teamshares Inc., a Delaware corporation (“**Teamshares**”), (iv) Live Oak Sponsor V LLC, a Delaware\nlimited liability company, solely in the capacity from and after the closing (the “**Closing**”) of the transactions\ncontemplated by the Merger Agreement (collectively, the “**Business Combination**”) as representative for the stockholders\nof Live Oak (other than the Teamshares security holders and their respective successors and assigns), and (v) Brian Gaebe, solely in the\ncapacity as the representative from and after the Closing of the Earnout Participants. Terms used herein but not otherwise defined have\nthe meanings ascribed to such terms in the Merger Agreement.\n\n \n\nLive Oak and Teamshares previously\nentered into the First Amendment to Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to Live Oak’s Current\nReport on Form 8-K filed with the Securities and Exchange Commission (the “**SEC**”) on April 2, 2026.\n\n \n\nLive Oak and Teamshares, as\nof May 13, 2026, entered into a Second Amendment to the Original Merger Agreement (the “**Second Amendment to Merger Agreement**”),\ncontaining the following modifications and clarifications to the terms of the Original Merger Agreement in accordance with Section 9.10\nof the Original Merger Agreement:\n\n \n\nThe Second Amendment to Merger\nAgreement was entered into, in part, to:\n\n \n\n●incorporate into the terms of the Original Merger Agreement\na description of Teamshares’ offer to certain holders of Company Preferred Stock to elect “liquidation preference”\ntreatment pursuant to the procedures set forth in the liquidation preference election and waiver agreements distributed by Teamshares\nto such eligible holders, in lieu of electing holders having eligible shares of Company Preferred Stock converted into shares of Company\nCommon Stock in accordance with the Company Preferred Stock Exchange contemplated by the Original Merger Agreement;\n\n \n\n●clarify that Teamshares will take necessary actions to give\neffect to Liquidation Preference Elections prior to effectuating the Company Preferred Stock Exchange in accordance with Section 1.7(c)\nof the Original Merger Agreement; and\n\n \n\n●incorporate certain additional terms and definitions associated\nwith Liquidation Preference Elections into the Original Merger Agreement.\n\n \n\nOther than as expressly modified\npursuant to the First Amendment to Merger Agreement and Second Amendment to Merger Agreement, the Agreement and Plan of Merger, dated\nas of November 14, 2025, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Live Oak with\nthe SEC on November 14, 2025, remains in full force and effect as originally executed. Certain of the amendments were made to clarify\nthe mechanics of the originally contemplated transaction and do not materially alter the economic terms or overall structure of the Business\nCombination. The foregoing description of the Second Amendment to Merger Agreement does not purport to be complete and is qualified in\nits entirety by reference to the full text of the Second Amendment to Merger Agreement, a copy of which is attached as Exhibit 2.1\nhereto, and the terms of which are incorporated herein by reference.\n\n \n\n1\n\n \n\n \n\n**Additional Information and Where to Find\nIt**\n\n** **\n\nIn connection with the Business\nCombination, Live Oak and Teamshares filed a Registration Statement on Form S-4 with the SEC on April 3, 2026 (as subsequently amended\non April 30, 2026), including a proxy statement to Live Oak shareholders and a prospectus for the registration of Live Oak’s securities\nto be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive\nproxy statement/prospectus and other relevant documents will be mailed to the shareholders of Live Oak as of a record date to be established\nfor voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders\nof Live Oak and other interested persons are advised to read, when available, these materials (including any amendments or supplements\nthereto) and any other relevant documents, because they will contain important information about Live Oak, Teamshares and the Business\nCombination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus,\nthe definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once\navailable, at the SEC’s website at www.sec.gov or by directing a request to: Live Oak Acquisition Corp. V, 4921 William Arnold Road,\nMemphis, TN, 38117 United States, Attn: Richard Hendrix, Chairman & Chief Executive Officer. The information contained on, or that\nmay be accessed through, the websites referenced in this communication in each case is not incorporated by reference into, and is not\na part of, this Current Report on Form 8-K.\n\n \n\nBEFORE MAKING ANY VOTING DECISION,\nINVESTORS AND SECURITY HOLDERS OF LIVE OAK ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER\nRELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE\nTHEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.\n\n** **\n\n**Participants in the Solicitation**\n\n** **\n\nLive Oak, Teamshares and their\nrespective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants\nin the solicitation of proxies of Live Oak’s shareholders in connection with the Business Combination. Investors and security holders\nmay obtain more detailed information regarding the names, affiliations and interests of Live Oak’s directors and officers in Live\nOak’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies\nto Live Oak’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the\nBusiness Combination when available. Information concerning the interests of Live Oak’s and Teamshares’ participants in the\nsolicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the\nproxy statement/prospectus relating to the Business Combination when it becomes available.\n\n** **\n\n**No Offer or Solicitation**\n\n** **\n\nThis Current Report on Form 8-K is not a proxy\nstatement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell\nor a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities\nin any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under\nthe securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the\nrequirements of the Securities Act or an exemption therefrom.\n\n \n\n2\n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form\n8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business\nCombination. Live Oak’s and/or Teamshares’ actual results may differ from their expectations, estimates and projections and\nconsequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include\nstatements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements\nthat are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of,\nthis Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,” “project,”\n“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”\n“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”\n“will be,” “will continue,” “will likely result,” and similar expressions.\n\n \n\nThese forward-looking statements\nand factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence\nof any event, change or other circumstances that could give rise to the termination of the Merger Agreement with respect to the Business\nCombination; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business\nCombination and definitive agreements with respect thereto; (3) the inability to complete the Business Combination, including due to failure\nto obtain approval of the shareholders of Teamshares and Live Oak or other conditions to Closing; (4) the inability to obtain or maintain\nthe listing of the public company’s shares on Nasdaq or another national securities exchange following the Business Combination;\n(5) the ability of Live Oak to remain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans\nand operations as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated\nbenefits of the Business Combination, which may be affected by, among other things, competition, the ability of Live Oak and Teamshares\nafter the Closing to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9)\nchanges in applicable laws or regulations; (10) the inability of Teamshares to implement business plans, forecasts, and other expectations\nafter the completion of the Business Combination; (11) the risk that additional financing in connection with the Business Combination,\nor additional capital needed following the Business Combination to support Teamshares’ business or operations, may not be raised\non favorable terms or at all; (12) the evolution of the markets in which Teamshares competes; (13) the ability of Teamshares to implement\nits strategic initiatives and continue to innovate its existing products and services; (14) the level of redemptions of Live Oak’s\npublic shareholders; and (15) other risks and uncertainties included in documents filed or to be filed with the SEC by Live Oak and/or\nTeamshares.\n\n \n\nThe foregoing list of factors\nis not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk\nFactors” section of the Registration Statement referenced above when available and other documents filed by Live Oak and Teamshares\nfrom time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual\nevents and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon\nany forward-looking statements, which speak only as of the date made. There may be additional risks that neither Live Oak nor Teamshares\npresently knows, or that Live Oak and/or Teamshares currently believe are immaterial, that could cause actual results to differ from those\ncontained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not\nto place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Live Oak’s or\nTeamshares’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not\nplace undue reliance on the historical record of the performance of Live Oak’s or Teamshares’ management teams or businesses\nassociated with them as indicative of future performance of an investment or the returns that Live Oak or Teamshares will, or may, generate\ngoing forward. Neither Live Oak nor Teamshares undertakes any obligation to publicly revise these forward-looking statements to reflect\nevents or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law."}