Special Purpose Acquisition Company (SPAC) Live Oak Acquisition Corp. V (NASDAQ:LOKV) on Friday disclosed a merger agreement with Teamshares Inc.
A SPAC is a Special Purpose Acquisition Company, also called a “blank check company,” which is a company without its own business operations that raises money through an initial public offering (IPO) to acquire or merge with an existing private company.
It provides a faster alternative for private companies to become publicly traded by avoiding a traditional, lengthy IPO process, as the SPAC handles the public listing itself
The merger values the combined company at a pro forma enterprise value of $746 million (pre-money equity value of $525 million).
Details
Teamshares programmatically acquires companies with $0.5 to $5 million of EBITDA from retiring owners, integrates them with the Teamshares platform, and helps employees earn company stock.
Teamshares' acquisition-based business model aims to drive predictable, repeatable growth and scale through financial technology.
As per the deal, the parties also executed subscription commitments for $126 million in common-equity PIPE funding from T. Rowe Price Investment Management–advised accounts and other institutional backers.
In addition, the deal could generate up to $237 million in gross proceeds from Live Oak V's trust account, assuming no shareholder redemptions and before deducting deal-related expenses.
Combined Company
The merger is expected to generate up to $333 million in net proceeds by combining a $126 million PIPE investment in common stock with the cash in Live Oak V's trust, assuming no redemptions and after transaction expenses.
The company will use all primary proceeds to acquire new operating subsidiaries and accelerate compounding growth.
The transaction is expected to conclude in the second quarter of 2026.
Post closure, the combined company is expected to operate as "Teamshares Inc." and be listed on Nasdaq under the ticker "TMS."
Management Commentary
Richard Hendrix, Chairman and CEO of LOKV and co-founder of Live Oak Merchant Partners, said, "The Teamshares business model allows them to reinvest free cash flow from their operating subsidiaries into attractively priced additional acquisitions, providing a long-term compounding pathway that we believe will create tremendous shareholder value."
Co-founder & CEO Michael Brown added, "With family succession becoming rarer and not enough buyers, retiring owners face a 70% failure rate when trying to sell. Teamshares is a scalable platform that helps owners retire, businesses grow, and employees earn stock. We aim to be the permanent home for thousands of high-quality businesses going through ownership transitions.,"
Price Action: LOKV shares closed higher by 0.68% at $10.38 on Thursday.
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