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Get filing alertsLive Oak SPAC strikes deal to lock up 4M shares, reduce redemptions in Teamshares merger
Filed June 1, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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Live Oak entered Forward Purchase Agreement with HB Strategies to buy up to 4 million public shares and waive redemption rights, preserving trust capital for the Teamshares business combination closing.
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At merger closing, Live Oak will pay HB Strategies from trust account funds (after redemptions) based on share price set 5 days before closing, with 24-month term and downward price adjustment provisions.
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Current redemption price disclosed at $10.54 per share as of May 29, 2026, providing shareholders valuation benchmark for upcoming Teamshares merger vote.
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HB Strategies can terminate the agreement in whole or part during 24-month term, with reset provisions allowing downward (not upward) price adjustments based on trading activity and future issuances.
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Summary
Live Oak Acquisition Corp. V disclosed a strategic agreement designed to shore up capital for its pending merger with Teamshares Inc. Under the Forward Purchase Agreement, HB Strategies will acquire up to 4 million public shares and waive redemption rights on those shares, directly reducing the cash drain from shareholder redemptions at closing.
In exchange, Live Oak will pay HB Strategies from remaining trust funds using a price set five trading days before the merger closes. Retail holders should understand this as a trade-off: the SPAC is essentially paying to keep more cash in the combined company, but at the cost of immediate trust fund depletion and potential dilution.
The agreement includes downward price protection for HB Strategies over 24 months, meaning if the stock trades lower, the investor can reset their basis while existing shareholders bear the dilution risk. With redemption price currently at $10.54, shareholders voting on the Teamshares deal now know both their exit price and that up to 4 million shares won't be redeemed. Watch the proxy statement for total redemption numbers and minimum cash conditions. If redemptions run high despite this agreement, the combined company may still face capital constraints or need additional PIPE financing at unfavorable terms.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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On June 1, 2026, Live Oak Acquisition Corp. V, a Cayman Island exempted company (“Live Oak”), and HB Strategies LLC (“Seller” or “FPA Investor”) entered into an agreement (the “Forward Purchase Agreement”) for an OTC Prepaid Share Forward Transaction-Optional Early Termination (the “Forward Purchase Transaction”) in connection with Live Oak’s proposed initial business combination (the “Business Combination”) with Teamshares Inc., a Delaware corporation (“Teamshares” and the surviving public company following consummation of the Business Combination, the “Combined Company”), which is the subject of the previously-disclosed Agreement and Plan of Merger entered into by Live Oak and Teamshares as of November 14, 2025 (as amended as of April 1, 2026, and as may be further amended or supplemented from time to time, the “Merger Agreement”).
Live Oak entered into a Forward Purchase Agreement with HB Strategies LLC on June 1, 2026, structured as a prepaid share forward transaction. The agreement is designed to reduce the number of public shares that may be redeemed in connection with Live Oak's proposed business combination with Teamshares Inc. The FPA Investor may purchase up to 4,000,000 public shares and has agreed to waive redemption rights on those shares.
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Forward Purchase Agreement, upon consummation, if any, of the Business Combination (the “BC Closing”, to occur on the “BC Closing Date”), Live Oak will pay to Seller, from funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “Trust Account”), after satisfaction of required redemption payments, an amount (the “Prepayment Amount”) equal to the product of the number of Subject Shares (as defined below, up to a maximum number of 4,000,000 shares) multiplied by an “Initial Price” determined as of five (5) exchange business days prior to the BC Closing Date (“Initial Price”), subject to adjustment for share splits, share dividends, combinations or recapitalizations occurring after the BC Closing
At the business combination closing, Live Oak will pay HB Strategies a prepayment amount from the trust account equal to the number of subject shares (up to 4 million) multiplied by an initial price determined five trading days before closing. This payment comes from trust funds remaining after satisfying required redemptions. The initial price is subject to downward adjustments during the 24-month term of the agreement.
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The approximate redemption price per share if the Trust Account was liquidated as of May 29, 2026, would be $10.54.
The filing discloses that the redemption price per share available to public shareholders if the trust account were liquidated as of May 29, 2026, would be approximately $10.54. This provides shareholders with current valuation information for their redemption decision in connection with the Teamshares business combination vote.
Added in current filing · verify on EDGAR →
At any time or from time to time during the term of the Forward Purchase Agreement (the “Term”), lasting until a maturity date occurring 24 months from the date of the BC Closing, unless the Forward Purchase Agreement is earlier terminated by the FPA Investor in accordance with its terms (the “Maturity Date”), the FPA Investor may terminate the Forward Purchase Transaction, in whole or in part, with respect to any number of Subject Shares by written notice to the Combined Company to be delivered no later than the third business day following the date on which a termination with respect to any such shares (the “Terminated Shares”) occurs.
The Forward Purchase Agreement has a 24-month term during which HB Strategies can terminate the transaction in whole or in part by returning shares and a portion of the prepayment. The reset price mechanism allows downward (but not upward) adjustments based on the lowest daily VWAP over the preceding 10 trading days and automatically adjusts if the combined company issues securities at lower prices. This structure provides the investor with downside protection while Live Oak benefits from reduced redemptions.
Added in current filing · verify on EDGAR →
The purpose of the Forward Purchase Transaction is to reduce the number of Public Shares that may be redeemed in connection with the closing of the Business Combination.
The filing explicitly states that the Forward Purchase Agreement's purpose is to reduce public share redemptions at the business combination closing. By having HB Strategies waive redemption rights on up to 4 million shares it may acquire, Live Oak can preserve more capital in trust for the combined company. This directly impacts the amount of cash available to the post-merger entity and reduces dilution risk from having to issue additional shares to meet minimum cash conditions.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Forward Purchase Agreement, dated June 1, 2026, between Live Oak Acquisition Corp. V and HB Strategies LLC
The company executed a Forward Purchase Agreement with HB Strategies LLC. Forward purchase agreements in SPAC contexts typically involve a commitment by an investor to purchase shares in connection with a business combination, providing additional capital certainty for the transaction. The specific terms, purchase amount, and conditions are contained in the filed exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify