Live Oak Acquisition Corp V Unit(LOKVU) - 2025 Q4 - Annual Report

IPO and Financing - The company completed its Initial Public Offering (IPO) on March 3, 2025, raising gross proceeds of $23,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[23]. - A total of $231,150,000 was placed in the Trust Account maintained by Continental, acting as trustee[25]. - An additional $4,500,000 was generated from the private sale of 4,500,000 Private Placement Warrants at a price of $1.00 per warrant[217]. - The Initial PIPE Investors agreed to purchase 13,695,652 shares at a price of $9.20 per share, totaling an aggregate purchase price of $126.0 million[64]. - The company has funds available for a Business Combination amounting to $239,042,295 as of December 31, 2025, excluding amounts held outside of the Trust Account for working capital[96]. Business Combination and Merger Agreement - The company has a deadline to complete its initial Business Combination by March 3, 2027, with the possibility of earlier liquidation if not completed[26]. - The Teamshares Merger Agreement includes a total consideration of $525,000,000 in newly issued common stock for Teamshares stockholders at the Closing, with each share valued at $10.00[31]. - The Teamshares Merger Agreement allows for the acceleration of Earnout Shares if a change of control occurs with an implied share price of $12.00 or more[33]. - The merger agreement includes customary conditions such as shareholder approvals and regulatory clearances, with a deadline of May 31, 2026, for satisfaction[50]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets certain objectives[89]. Management and Governance - The post-Closing board of directors will consist of up to nine directors, with a majority qualifying as independent directors under Nasdaq rules[40]. - Significant Company Holders have agreed to vote in favor of the merger and not to transfer their shares during the lock-up period[56]. - Management team members will enter into lock-up agreements preventing the transfer of restricted securities for four years, with early release conditions[58]. - Non-competition and non-solicitation agreements will be established for management team members for two years post-Closing[59]. - The company plans to evaluate the management team of any prospective target business closely, including Teamshares, to assess the desirability of the Business Combination[109]. Financial Reporting and Compliance - Teamshares is required to deliver PCAOB-audited financial statements for fiscal years ending December 31, 2023, and December 31, 2024, within 30 days of the merger agreement[45]. - The company intends to evaluate its internal control procedures as required by the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025[164]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2025, which could lead to misstatements in financial statements[187]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[166]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[169]. Risks and Challenges - The company may face conflicts of interest due to the ownership of Founder Shares and Private Placement Warrants by its Management Team and independent directors[90]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[160]. - The company may face difficulties in obtaining additional financing for its initial Business Combination or funding operations of a target business, which could lead to restructuring or abandonment of the Business Combination[171]. - Recent fluctuations in inflation and interest rates could complicate the consummation of an initial Business Combination[172]. - The company may not complete its initial Business Combination, including the Teamshares Business Combination, within the Combination Period, leading to liquidation and redemption of Public Shares[171]. Shareholder Rights and Redemption - Public Shareholders may redeem their shares irrespective of their voting decision, with the redemption process potentially incurring a fee of approximately $100[143]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to any redemption for their shares[145]. - The company requires 8,625,000, or 37.5%, of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[132]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[141]. - The nominal purchase price paid by the Sponsor for Founder Shares is approximately $0.004 per share, leading to immediate and substantial dilution for Public Shareholders[181]. Trust Account and Liquidation - The Trust Account holds funds that may be reduced below $10.05 per Public Share due to third-party claims, which could impact the ability to complete the initial Business Combination[155]. - The estimated Redemption Price upon dissolution is approximately $10.39 per share as of December 31, 2025, but actual amounts may be lower due to creditor claims[152]. - The company has approximately $1,330,000 of proceeds held outside the Trust Account as of December 31, 2025, to cover costs associated with dissolution[151]. - If the company does not complete the initial Business Combination within the Combination Period, it will cease operations and redeem Public Shares[148]. - The company’s Sponsor, officers, and directors have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[149].