Live Oak Acquisition Corp V-A美股招股说明书(2026-06-04版)

SUPPLEMENT NO. 1 TO PROXY STATEMENT/PROSPECTUSFOR EXTRAORDINARY GENERAL MEETINGOF SHAREHOLDERS OF LIVE OAK ACQUISITION CORP. V This Proxy Statement/Prospectus Supplement No.1, dated June3, 2026 (this “Supplement”), updates and supplements the proxystatement/prospectus dated May27, 2026 (the “Proxy Statement/Prospectus”), of Live Oak Acquisition Corp. V (“Live Oak”) with information relatingto an arrangement (the “Forward Purchase Agreement” or “FPA”) into which Live Oak entered on June1, 2026 with a fund sub-advised by JBA AssetManagement LLC (the “FPA Investor”) related to redemptions (or withdrawals of redemptions) and potential purchases of certain shares of Live OakClassA ordinary shares (“Public Shares”) in connection with Live Oak’s previously-announced proposed business combination transaction (the“Business Combination”) with Teamshares Inc. (“Teamshares”), which is the subject of that certain Agreement and Plan of Merger entered into byLive Oak, Teamshares and certain other parties thereto as of November14, 2025 (as amended, and as may be further amended and supplemented fromtime to time, the“Merger Agreement”). Live Oak filed the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”)as part of a Registration Statement on Form S-4 (Registration No.333-294869), which was declared effective on May27, 2026 by the SEC. This Supplement is being filed by Live Oak with the SEC to supplement certain information contained in the Proxy Statement/Prospectus. Exceptas otherwise set forth below, the information contained in the Proxy Statement/Prospectus remains unchanged. Capitalized terms used but not definedherein have the meanings ascribed to such terms in the Proxy Statement/Prospectus. ThisSupplementmodifies and supersedes, in part, the information in the Proxy Statement/Prospectus and is not complete without, and may not bedelivered or utilized except in connection with, theProxyStatement/Prospectus, including any supplements and amendments thereto. This Supplementshould be read in conjunction with the Proxy Statement/Prospectus and if there is any inconsistency between the information in the ProxyStatement/Prospectus and this Supplement, you should rely on the information in this Supplement. You should read carefully and in their entiretythisSupplementand the Proxy Statement/Prospectus and allaccompanying annexes. In particular, you should review and consider carefully the matters discussed under the heading“Risk Factors” beginning on page 36 of theProxyStatement/Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combinationor otherwise, or passed upon the adequacy or accuracy of the ProxyStatement/Prospectus, as supplemented by this Supplement. Any representationto the contrary is a criminal offense. Thissupplementto the ProxyStatement/Prospectusis dated June3, 2026. RECENT DEVELOPMENTS Forward Purchase Agreement On June1, 2026, Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”), and a fund sub-advised by JBA AssetManagement LLC entered into an agreement (the “Forward Purchase Agreement”) for an OTC Prepaid Share Forward Transaction – Optional EarlyTermination in connection with Live Oak’s proposed initial business combination (the “Business Combination”) with Teamshares Inc., a Delawarecorporation (“Teamshares”), which is the subject of the previously-disclosed Agreement and Plan of Merger entered into by Live Oak and Teamsharesas of November14, 2025 (as amended as of April1, 2026 and May13, 2026, and as may be further amended or supplemented from time to time). Theeffective date of the Forward Purchase Agreement is intended to be one Settlement Cycle following the date specified in the Pricing Date Notice. Entry into the Forward Purchase Agreement was previously disclosed and described in more detail in Live Oak’s Current Report on Form 8-K,filed with the Securities and Exchange Commission on June1, 2026. The Forward Purchase Agreement is attached hereto as Annex A. The Proxy Statement/Prospectus is amended and supplemented on page iv by adding the following terms and information to the “FrequentlyUsed Terms” section of the Proxy Statement/Prospectus. FREQUENTLY USED TERMS “Forward Purchase Agreement” or “FPA” means the Forward Purchase Agreement for an OTC Prepaid Share Forward Transaction – Optional EarlyTermination entered into by Live Oak and the FPA Investor as of June1, 2026, including the Confirmation and Schedules thereto. The Forward PurchaseAgreement is attached hereto as Annex A. “Forward Purchase Transaction” or “FPA Transaction” means the OTC Prepaid Share Forward Transaction – Optional Early Termination that is thesubject of the Forward Purchase Agreement. “FPA Dilutive Offering” means an issuance of Combined Company securities during the FPA Term at an effective per share price less than the then-existing FPA Reset Price, takin