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425 ·Filed Apr 28, 2026

LOKVU

Live Oak Acquisition Corp. V
MIXED
Impact 6/10
Horizonweeks Processed6mo ago SEC0001213900-26-048639
Rule 425 M&A communications
Actionable Insight ◆ Mixed

The updated presentation reinforces the deal thesis but the going concern disclosure is a material risk that could weigh on LOKV/LOKVU units ahead of the shareholder vote. Monitor redemption levels and any updates on refinancing of the i80 Facility (due Dec 2026). The S-4 effectiveness and proxy mailing are the next catalysts.

DirectionMixed
Confidencemedium
Horizonweeks
Latest settled — T+20d
LOKVU ▲ +10.43% at T+20d
NEUTRAL call +10.43% · α vs SPY +4.39% · entry $11.50 → $12.70
Next anchor: T+60d due 3mo ago
Entry = T+0 close
Apr 28, 2026
via day close
T+1d
0.00%
call 0.00% · α -1.02%
$11.50
settled 6mo ago
T+5d
0.00%
call 0.00% · α -3.11%
$11.50
settled 6mo ago
T+20d
+10.43%
call +10.43% · α +4.39%
$12.70
settled 5mo ago
T+60d
Pending
due 3mo ago

Price Chart

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Executive Summary

Live Oak Acquisition Corp. V filed an amended 8-K to replace the Teamshares investor presentation with an updated version, which was used at the March 31, 2026 Investor Day. The presentation reiterates the $525 million pre-money equity valuation, $825 million pro forma enterprise value, and $126.5 million PIPE, while projecting Pro Forma Adjusted EBITDA growth from $19 million in 2025 to $100 million in 2027. The filing also discloses that Teamshares' auditor has issued a going concern opinion, citing substantial doubt about its ability to continue as a going concern for one year, dependent on refinancing or extending its i80 Facility (due December 5, 2026) and HBC Facility.

Key Financial Metrics

Deal Value
$525.0M
Deal Type
merger

Key Facts

  • Teamshares projects Pro Forma Adjusted EBITDA of $19M (2025A), $60M (2026E), and $100M (2027E), representing 129% CAGR from 2025-2027.
  • Pro forma enterprise value of $825M based on $525M pre-money equity valuation and $425M in aggregate purchase consideration for 2026-2027.
  • $126.5M common equity PIPE at $9.20/share, anchored by a $1.8T AUM long-only investor and a $20B+ fundamental hedge fund.
  • Teamshares' independent auditor issued a going concern opinion for the years ended December 31, 2025 and 2024, citing substantial doubt about the company's ability to continue as a going concern for one year.
  • Teamshares must repay or refinance its i80 Facility (due December 5, 2026) and HBC Facility; failure to do so may impair its ability to execute business strategies.
  • Teamshares reported $472M in 2025 revenue, 92 operating companies, and a 4.9x historical average EBITDA purchase multiple.
  • Existing shareholders will hold 55% at close; Teamshares executives have a 4-year or $25/share lock-up.
  • Anticipated closing in Q2 2026; S-4 registration statement filed April 3, 2026.

Financial Impact

Projected Pro Forma Adj. EBITDA growth from $19M (2025) to $100M (2027); $126.5M PIPE at $9.20/share; $525M pre-money equity valuation; $825M pro forma enterprise value; going concern risk tied to $472M revenue base

revenueebitdaenterprise_valueliquidity

Risk Factors

  • Going concern opinion raises substantial doubt about Teamshares' ability to continue for one year without successful refinancing of i80 and HBC facilities.
  • High redemption rate by Live Oak public shareholders could deplete trust account proceeds, reducing capital available post-close.
  • Projected EBITDA growth to $100M by 2027 is highly dependent on executing 85 acquisitions over two years, which may not materialize.
  • Teamshares has a history of losses and negative cash flows from operations; no guarantee of achieving profitability.
  • Shareholder dilution from the business combination and related financings.

Market Snapshot

Exchange
Nasdaq
Sector
Retail-Miscellaneous Retail

Investment Themes

Consumer & Retail

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001213900-26-048639
Document: ea0287952-8ka1425_live5.htm0001213900-26-048639
Document: 0001213900-26-048639-index-headers.html0001213900-26-048639
Document: 0001213900-26-048639-index.html0001213900-26-048639
Document: 0001213900-26-048639.txt0001213900-26-048639
21 reports for LOKVU
Performance horizon

Track record builds as more directional reports settle.

Filters
Rows
Reports for LOKVU — sortable, filterable
TypeNow
Jun 10, 2026
19w ago
425
NEUTRAL ★ 4/10
$17.48awaiting T+20——
Jun 9, 2026
19w ago
DEFA14A
NEUTRAL ★ 5/10
$17.48awaiting T+20——
Jun 9, 2026
19w ago
425
NEUTRAL ★ 4/10
$17.48awaiting T+20——
Jun 9, 2026
19w ago
8-K
NEUTRAL ★ 5/10
$17.48awaiting T+20——
Jun 9, 2026
19w ago
8-K
NEUTRAL ★ 3/10
$17.90awaiting T+20——
Jun 2, 2026
20w ago
DEFA14A
NEUTRAL ★ 4/10
$13.52awaiting T+20——
Jun 2, 2026
20w ago
425
NEUTRAL ★ 4/10
$13.52awaiting T+20——
Jun 1, 2026
21w ago
DEFA14A
NEUTRAL ★ 5/10
$13.52awaiting T+20——
Jun 1, 2026
21w ago
425
NEUTRAL ★ 4/10
$13.52awaiting T+20——
Jun 1, 2026
21w ago
8-K
NEUTRAL ★ 4/10
$13.52awaiting T+20——
Showing 10 of 21

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Report published Apr 28, 2026