{"url_path":"/sec/lokvw/8-k/2026-06-01/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":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001213900-26-063576-index.html","accession_number":"0001213900-26-063576","cik":"0002048951","ticker":"TMS","issuer_name":"Teamshares Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001213900-26-063576-index.html","primary_entity_key":"0002048951","primary_entity_name":"Live Oak Acquisition Corp. V"},"word_count":2553,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into a Material Definitive Agreement.**\n\n \n\n**Forward\nPurchase Agreement**\n\n \n\nOn\nJune 1, 2026, Live Oak Acquisition Corp. V, a Cayman Island exempted company (“**Live Oak**”), and HB Strategies\nLLC (“**Seller**” or “**FPA Investor**”) entered into an agreement (the “**Forward\nPurchase Agreement**”) for an OTC Prepaid Share Forward Transaction-Optional Early Termination (the “**Forward\nPurchase Transaction**”) in connection with Live Oak’s proposed initial business combination (the “**Business\nCombination**”) with Teamshares Inc., a Delaware corporation (“**Teamshares**” and the surviving public\ncompany following consummation of the Business Combination, the “**Combined Company**”), which is the subject of\nthe previously-disclosed Agreement and Plan of Merger entered into by Live Oak and Teamshares as of November 14, 2025 (as amended as\nof April 1, 2026, and as may be further amended or supplemented from time to time, the “**Merger Agreement**”).\nThe Forward Purchase Agreement is intended to take effect on the date (the “**Trade Date**”) immediately following\nthe date when Live Oak convenes and holds an extraordinary general meeting of Live Oak shareholders to consider and vote on the Merger\nAgreement and other proposals related to the Business Combination (the “**Live Oak Shareholder Meeting**”).\n\n \n\nPursuant\nto the terms of the Forward Purchase Agreement, upon consummation, if any, of the Business Combination (the “**BC Closing**”,\nto occur on the “**BC Closing Date**”), Live Oak will pay to Seller, from funds remaining in the trust account\nestablished by Live Oak at the time of Live Oak’s initial public offering (the “**Trust Account**”), after\nsatisfaction of required redemption payments, an amount (the “**Prepayment Amount**”) equal to the product of the\nnumber of Subject Shares (as defined below, up to a maximum number of 4,000,000 shares) multiplied by an “**Initial Price**”\ndetermined as of five (5) exchange business days prior to the BC Closing Date (“**Initial Price**”), subject to\nadjustment for share splits, share dividends, combinations or recapitalizations occurring after the BC Closing, and Live Oak or the Combined\nCompany will also reimburse Seller for certain expenses at the BC Closing or upon earlier termination of the Forward Purchase Agreement,\nas applicable. The Initial Price is subject to downwards (but not upwards) adjustment during the Term (as defined below), as further\ndescribed below.\n\n \n\nThe\nnumber of Live Oak public shares (“**Public Shares**”) subject to the Forward Purchase Transaction (the “**Subject\nShares**”), if any, to be comprised of Public Shares held by the FPA Investor currently or which may be purchased by the\nFPA Investor from holders of Public Shares (other than Live Oak and affiliates of Live Oak) prior to the BC Closing in accordance with\nthe terms of the Forward Purchase Agreement, which may include but not be limited to shares purchased from holders of Public Shares (“**Public\nShareholders**”) who have tendered requests to Live Oak to redeem such Public Shares or indicated an interest in redeeming\nPublic Shares in accordance with Live Oak’s governing documents, will be set forth in a notice to be delivered to Live Oak by the\nFPA Investor no later than one trading day following the BC Closing, subject to a maximum of 4,000,000 shares. The terms of the Forward Purchase Agreement do not obligate\nthe FPA Investor to purchase any Public Shares and any purchase of Public Shares prior to the deadline for Public Shareholders to request\nredemption of Public Shares must be made at per share prices lower than the per share redemption price. The number of shares subject\nto the Forward Purchase Transaction is subject to reduction during the term of the Forward Purchase Agreement upon terminations effectuated\nin the FPA Investor’s discretion in accordance with the terms of the Forward Purchase Agreement. The FPA Investor has agreed to\nwaive any redemption rights with respect to the Subject Shares in connection with the Business Combination.\n\n \n\n1\n\n \n\nAt\nany time or from time to time during the term of the Forward Purchase Agreement (the “**Term**”), lasting until\na maturity date occurring 24 months from the date of the BC Closing, unless the Forward Purchase Agreement is earlier terminated by the\nFPA Investor in accordance with its terms (the “**Maturity Date**”), the FPA Investor may terminate the Forward\nPurchase Transaction, in whole or in part, with respect to any number of Subject Shares by written notice to the Combined Company to\nbe delivered no later than the third business day following the date on which a termination with respect to any such shares (the “**Terminated\nShares**”) occurs.  Upon any such termination date, the FPA Investor will deliver to the Combined Company a portion\nof the Prepayment Amount equal to the product of (i) the number of Terminated Shares multiplied by (ii) the Reset Price (as defined below)\nin effect at the time of such termination. The Forward Price is initially equal to the Initial Price but is subject to reduction (and\nnot increase) during the Term to a “**Reset Price,**” which may be adjusted, at the Combined Company’s discretion,\nto the lowest daily VWAP over the preceding 10 trading days, and, will automatically adjust in the event the Combined Company issues\nsecurities at effective prices lower than the then-current Reset Price, subject to certain exceptions, as further described in the Forward\nPurchase Agreement. During the Term, the number of Subject Shares will be reduced by any Terminated Shares and any “**Excess\nShares**” relative to certain beneficial ownership and other limitations set forth in the Forward Purchase Agreement. The\nForward Purchase Transaction may also be terminated upon the occurrence of certain material adverse changes affecting the Combined Company’s\nand its subsidiaries’ business, assets, financial condition or results of operations after the BC Closing and other termination\nevents. The Forward Purchase Agreement also incorporates terms and provisions relating to extraordinary events and events of default\nassociated with, among other matters, legal or regulatory changes, insolvency and events affecting the listing or trading of the Combined\nCompany’s securities on a national stock exchange.\n\n \n\nIn\nconnection with the Forward Purchase Agreement, the FPA Investor agreed that it and its affiliates will not have any right, title, interest\nor claim of any kind in or to any monies in the Trust Account, and agreed not to, and waived any right to, make any claim against the\nTrust Account (including any distributions therefrom) other than in connection with its rights as a holder of Public Shares or for the\nPrepayment Amount upon the BC Closing as required by the Forward Purchase Agreement.\n\n \n\nThe\npurpose of the Forward Purchase Transaction is to reduce the number of Public Shares that may be redeemed in connection with the closing\nof the Business Combination.\n\n \n\nThe\nForward Purchase Agreement requires that this Current Report on Form 8-K (this “**Current Report**”) disclose\nthe redemption price per share that would be available to redeeming Public Shareholders if the Trust Account were to be liquidated\nas of a date within two business days prior to entry into the Forward Purchase Agreement. The approximate redemption price per share\nif the Trust Account was liquidated as of May 29, 2026, would be $10.54.\n\n \n\nThe\nForward Purchase Agreement has been structured, and the terms of the Forward Purchase Agreement reflect, that activities by the FPA Investor\nin connection with the Forward Purchase Agreement have been or will be undertaken in a manner intended to comply with applicable tender\noffer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934, as amended.\n\n \n\n2\n\n \n\nThe\nforegoing summary of the Forward Purchase Agreement is qualified in its entirety by reference to the full text of the Forward Purchase\nAgreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.\n\n** **\n\n**Disclosure\nOn Redemptions Relating to the Forward Purchase Agreement:**\n\n \n\nThe\nFPA Investor has agreed to waive any redemption rights under Live Oak’s governing documents that would require redemption by Live\nOak of the Subject Shares. Such waiver may reduce the number of Live Oak Class A ordinary shares redeemed in connection with the Business\nCombination.\n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nA\nRegistration Statement on Form S-4 filed with the SEC by Live Oak and Teamshares has been filed with, and been declared effective\nby, the U.S. Securities and Exchange Commission (the “**SEC**”). Live Oak has also filed or will file with the\nSEC a proxy statement setting forth proposals to be presented to Live Oak shareholders of record as of the Record Date at an\nextraordinary general meeting of Live Oak shareholders, which Proxy Statement also contains information about how to vote shares and\nhow to attend the Shareholder Meeting. SHAREHOLDERS OF LIVE OAK AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT\nIN CONNECTION WITH LIVE OAK’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO\nAPPROVE THE PROPOSED BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT LIVE OAK, TEAMSHARES AND THE\nPROPOSED BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the Proxy Statement, without\ncharge on the SEC’s website at www.sec.gov or by directing a request to: Live Oak Acquisition Corp. V, 4921 William\nArnold Road, Memphis, TN, 38117 United States, Attn: Richard Hendrix, Chairman & Chief Executive Officer.\n\n** **\n\n**Participants\nin the Solicitation**\n\n** **\n\nLive\nOak, Teamshares and their respective directors, executive officers and other members of their management and employees, as\napplicable, may be deemed to be participants in the solicitation of proxies from Live Oak’s shareholders in connection with\nthe proposed Business Combination. Live Oak shareholders and other interested persons may obtain more detailed information regarding\nthe names, affiliations and interests of certain of Live Oak’s directors and officers in the solicitation by reading Live\nOak’s final prospectus filed with the SEC on February 28, 2025 in connection with Live Oak’s initial public offering,\nLive Oak’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, and Live\nOak’s other public filings with the SEC, including the Registration Statement and the Proxy Statement. A list of the names of\nsuch directors and executive officers and information regarding their interests in the proposed Business Combination, which may, in\nsome cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the proposed\nBusiness Combination. These documents can be obtained free of charge from the source indicated above.\n\n** **\n\n3\n\n** **\n\n**Forward\nLooking Statements**\n\n** **\n\nThis\nCurrent Report contains forward-looking statements within the meaning of the U.S. federal securities laws. Actual results of Live\nOak, Teamshares and the public company resulting from the proposed Business Combination (the “**Combined\nCompany**”) may differ from their expectations, estimates and projections and consequently, you should not rely on these\nforward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans,\nobjectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than\nstatements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Current\nReport. These forward-looking statements generally are identified by the words “believe,” “project,”\n“expect,” “anticipate,” “estimate,” “intend,” “strategy,”\n“future,” “opportunity,” “potential,” “plan,” “may,”\n“should,” “will,” “would,” “will be,” “will continue,” “will\nlikely result,” and similar expressions.\n\n \n\nThese\nforward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are\nnot limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger\nAgreement with respect to the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against\nthe parties following the announcement of the proposed Business Combination and definitive agreements with respect thereto; (3) the inability\nto complete the proposed Business Combination, including due to failure to obtain approval of the shareholders of Teamshares and Live\nOak or other conditions to Closing; (4) the inability to obtain or maintain the listing of Combined Company shares on Nasdaq or another\nnational securities exchange following the proposed Business Combination; (5) the ability of Live Oak to remain current with its SEC\nfilings; (6) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and\nconsummation of the proposed Business Combination; (7) the ability to recognize the anticipated benefits of the proposed Business Combination,\nwhich may be affected by, among other things, competition, the ability of Live Oak and Teamshares after the Closing to grow and manage\ngrowth profitably and retain its key employees; (8) costs related to the proposed Business Combination; (9) changes in applicable laws\nor regulations; (10) the inability of Teamshares to implement business plans, forecasts, and other expectations after the completion\nof the proposed Business Combination; (11) the risk that additional financing in connection with the proposed Business Combination, or\nadditional capital needed following the proposed Business Combination to support Teamshares’ business or operations, may not be\nraised on favorable terms or at all; (12) the evolution of the markets in which Teamshares competes; (13) the ability of Teamshares to\nimplement its strategic initiatives and continue to innovate its existing products and services; (14) the level of redemptions of Live\nOak’s public shareholders; and (15) other risks and uncertainties included in documents filed or to be filed with the SEC by Live\nOak and/or Teamshares.\n\n \n\n4\n\n \n\nThe\nforegoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties\ndescribed in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Live\nOak and Teamshares from time to time with the SEC. These filings will identify and address other important risks and uncertainties that\ncould cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place\nundue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither\nLive Oak nor Teamshares presently knows, or that Live Oak and/or Teamshares currently believe are immaterial, that could cause actual\nresults to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested\npersons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report. Past performance by Live\nOak’s or Teamshares’ management teams and their respective affiliates is not a guarantee of future performance. Therefore,\nyou should not place undue reliance on the historical record of the performance of Live Oak’s or Teamshares’ management teams\nor businesses associated with them as indicative of future performance of an investment or the returns that Live Oak or Teamshares will,\nor may, generate going forward. Neither Live Oak nor Teamshares undertakes any obligation to publicly revise these forward-looking statements\nto reflect events or circumstances that arise after the date of this Current Report, except as required by applicable law.\n\n** **\n\n**No\nOffer or Solicitation**\n\n** **\n\nThis\nCurrent Report is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any\nsecurities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful\nprior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made\nexcept by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended."}