| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Live Oak Acquisition Corp. V [ TMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/18/2026 | C | 5,124,547 | A | (1)(2) | 5,124,547(3) | I | See Footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1)(2) | 06/18/2026 | C | 5,124,547 | (1)(2) | (1)(2) | Common Stock(2) | 5,124,547 | (1)(2) | 0(5) | I | See Footnote(4) | |||
| Warrants | $11.5 | 06/18/2026 | A | 4,500,000 | 07/18/2026 | 06/18/2031 | Common Stock(2) | 4,500,000 | (1) | 4,500,000 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Live Oak Sponsor V, LLC (the "Sponsor"), Teamshares Inc. and the other parties thereto. |
| 2. As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger. |
| 3. 1,150,000 shares are subject to forfeiture if certain stock price thresholds are not achieved, and 524,781 shares are subject to forfeiture as detailed in the Sponsor Letter Agreement, dated November 14, 2025, between the Issuer (formerly known as Live Oak Acquisition Corp. V) and the Sponsor (the "Sponsor Letter Agreement"). |
| 4. The securities reported herein are held of record by the Sponsor. The Reporting Person is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The Reporting Person disclaims any beneficial ownership except to the extent of his pecuniary interest therein. |
| 5. Reflects 524,783 shares that were forfeited by the Sponsor to the Issuer for no consideration pursuant to the Sponsor Letter Agreement, which was exempt from reporting pursuant to Rule 16a-4(d). |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Jordyn Ashley, Attorney-in-fact | 06/23/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||