During its search process, Live Oak’s management and the Live Oak Board conducted an active review of potential business combination opportunities. Live Oak formally evaluated approximately potential targets across a broad range of sectors, including, among others, fintech, digital assets, industrials and manufacturing, real estate development and other financial and business services. Live Oak identified these potential targets through a combination of business and personal relationships of members of Live Oak’s management and the Live Oak Board, inbound outreach from investment banks and other advisors and inquiries and presentations made to Live Oak by representatives of the potential targets.

As Live Oak continued to gather and evaluate information about these potential business combination opportunities (including, among other factors, readiness to become a public company, ability to complete required audits within the expected timeline, alignment on valuation and transaction terms and prevailing market conditions), Live Oak narrowed the list of potential targets with which it was engaged. Live Oak ultimately entered into agreements with approximately a dozen potential targets, with whom it engaged in preliminary financial and business diligence and discussions with management.

With respect to five potential targets (including Teamshares) that Live Oak deemed to warrant significant interest, Live Oak held meetings with management and conducted more extensive business and financial diligence. In the course of its search and evaluation process, Live Oak submitted letters of intent to three potential targets, including Teamshares. Throughout this period, Live Oak’s management kept the Live Oak Board apprised of the status of its search, including overviews of the businesses and sectors under consideration, the status of material discussions with potential targets and Live Oak’s assessment of which opportunities were the most attractive and actionable.

In late July 2025, a representative of Santander, which served as Live Oak’s IPO Underwriter (in which capacity Santander agreed to provide certain advisory services to Live Oak under the terms of the Deferred Advisory Fee Agreement) and, as further described below, was subsequently, in August 2025, engaged by Teamshares as Teamshares’ financial and capital markets advisor relative to the proposed Business Combination, introduced Richard Hendrix, Live Oak’s Chief Executive Officer, and a member and the Chairman of the Live Oak Board, and Adam Fishman, Live Oak’s President, Chief Financial Officer and a member of the Live Oak Board (who are, together, referred to for purposes of this “” section of this proxy statement/prospectus, as “”) to members of Teamshares’ management team, including Michael Brown, Alex Eu and Brian Gaebe for an initial meeting in person. Following this introduction, Live Oak Management, including Michael Brown, Alex Eu, Brian Gaebe, Madhuri Kommareddi and Kevin Shiiba, and Teamshares management participated in a series of initial conference calls during which the parties discussed, among other things, the structure and objectives of Live Oak, Teamshares’ business model, acquisition strategy and employee-ownership program and the possibility of commencing more formal discussions regarding a potential business combination transaction. Shortly thereafter, an in-person meeting was held at Santander’s office in New York City, attended by Live Oak Management, Teamshares and Santander, at which the parties continued discussions regarding a potential business combination, including a prospective timeline, Teamshares’ objectives and the potential benefits to Teamshares of combining with Live Oak.

In connection with its evaluation of a potential business combination with Teamshares, as Live Oak engaged in due diligence and discussed the potential terms of a business combination with Teamshares, Live Oak began developing a preliminary framework for the potential value of Teamshares’ business in the context of a transaction between the parties, focusing on certain preliminary forecast information provided by Teamshares to Live Oak, as well as other information Live Oak obtained in due diligence and public information about certain public companies with similar attributes to the business of Teamshares. There are no material differences between such preliminary forecast information and the projections included below in the section entitled .”

As the due diligence process progressed, discussions between the parties continued and Live Oak gathered additional information about guideline companies, such analyses and valuation framework were refined and supplemented, ultimately culminating, later in the process, in the Live Oak Financial Analyses described in further detail below. During such preliminary discussions and due diligence processes, Live Oak Management reviewed and discussed with Teamshares management various aspects of Teamshares business’ and examined such information relative to assumptions about Teamshares’ potential future performance that were incorporated as material assumptions in initial forecast information provided to Live Oak by Teamshares, including, without limitation, (i) Teamshares’ historical acquisition track record and methodology for identifying and selecting operating companies to acquire; (ii) Teamshares’ acquisition costs and sources of funds to complete operating company acquisitions; (iii) Teamshares’ issuance of equity to employees of acquired businesses and (iv) Teamshares management assumptions regarding future potential EBITDA growth of Teamshares resulting from potential additional acquisitions. Based on Live Oak’s internal assessment of such information, Live Oak preliminarily believed that a business combination transaction, if pursued by Live Oak and Teamshares would, subject to on-going due diligence and review of further historical and forward-looking information, would support a valuation of Teamshares’ business in the low-to-mid-$400 million range. However, as further described below, because Live Oak believed that a lower figure would be unacceptable to Teamshares and risk causing Teamshares to abandon negotiations, Live Oak determined to include in the Initial LOI (defined below) Live Oak sent to Teamshares a proposed valuation of Teamshares’ business of $500 million, which Live Oak regarded as supportable (based on ongoing investigations and review of information about various peer public companies, as described in further detail below) and necessary to advance discussions. As Live Oak and Teamshares, as further described below, planned to seek additional financing in connection with the potential business combination transaction between the parties, the parties expected to gather additional information about valuation assigned to Teamshares through the “test the waters” process for the Initial PIPE Investment, as further described below. Live Oak therefore prepared and delivered a non-binding proposal reflecting a pre-money equity valuation of approximately $500 million (the “”) on August 13, 2025, which was ultimately executed by both parties on August 15, 2025 (the “”).

Shortly after Live Oak’s delivery of the Initial LOI, Teamshares informed Live Oak that it believed a higher valuation for Teamshares’ business in the context of a potential business combination transaction was justified. Discussions among the parties therefore focused principally on the appropriate pre-money valuation of Teamshares’ business, plans for potential financing transactions associated with a business combination (if pursued) and Teamshares’ capital requirements and business plans. During such discussions, Live Oak and Teamshares (i) reached general agreement on a proposed transaction structure; (ii) determined that, if a transaction were to be pursued, a portion of the consideration deliverable to Teamshares security holders would consist of an earnout tied to specified volume-weighted average price (“”) thresholds and (iii) agreed to seek commitments for PIPE and potentially other financing transactions prior to, or contemporaneously with, entering to the principal definitive transaction agreements.

Following the execution of the LOI, Live Oak and its advisors commenced the marketing process for a private investment in public equity financing (“”) to raise additional capital in support of the proposed business combination (in a transaction referred to herein as the “”). As part of the marketing process, Live Oak Management participated in discussions with a number of potential institutional investors that had consented to confidentiality obligations and acknowledged relevant trading restrictions in a customary “wall-cross” process. The ultimate participants in the Initial PIPE Investment included, among other investors, a significant institutional investor introduced to the parties and the Initial PIPE Investment transaction by Santander, in its capacity as PIPE placement agent (the Placement Agent Agreement for which services was subsequently entered into, as further described below), members of Teamshares management referred to in this proxy statement/prospectus as the Teamshares PIPE Investors, and a member of the Live Oak Sponsor with an approximate 1.9% indirect interest in Live Oak founder shares (such member’s investment in the Initial PIPE Investment equaling less than 0.5% of the overall Initial PIPE Investment); other participants in the Initial PIPE process included additional investors introduced by Santander and another investor with which Live Oak Management had engaged in other, historical transactions. The significant institutional investor introduced by Santander (which investor represented the largest subscription in the Initial PIPE Investment), had no prior business relationships with Teamshares and Live Oak or affiliates thereof. Live Oak regarded such Initial PIPE Investor’s decision to subscribe for Combined Company Common Stock as a validating indicator relative to the valuation attributed to Teamshares in the proposed Business Combination.

While the parties continued to conduct the due diligence, they also worked on a draft investor presentation describing Teamshares and its business (the “”). The parties continued to exchange drafts of the Investor Presentation until such presentation was ultimately finalized and a copy thereof furnished as an exhibit to Live Oak’s Current Report on Form filed in connection with the execution of the Merger Agreement.

EGS prepared an initial draft of the Merger Agreement and sent it to Latham & Watkins on October 22, 2025. Between October 22, 2025, and November 14, 2025, EGS, Latham & Watkins, Live Oak and Teamshares exchanged multiple drafts of the Merger Agreement. Numerous calls and virtual meetings between EGS and Latham & Watkins were held during this period to discuss the terms of the Merger Agreement, including meetings on October 27, 2025, October 31, 2025, November 4, 2025, November 12, 2025, and November 13, 2025.Representatives of Live Oak andTeamshares participated in several of these calls. The topics discussed during these calls and virtual meetings included, without limitation, (i) adjustment to the Merger Consideration resulting from the Interim Period Financing, (ii) the composition of potential recipients of the Earnout Shares, (iii) representations, warranties and the covenants of each of Live Oak and Teamshares, (iv) the timing of delivery by Teamshares to Live Oak of PCAOB-compliant audited financial statements following the signing of the Merger Agreement and Live Oak’s ability to terminate the Merger Agreement if the PCAOB-compliant audited financial statements were not delivered by a certain date or if such financial statements differ from the financial statements provided by Teamshares to Live Oak prior to the signing of the Merger Agreement, (v) the composition of the post-Closing board of directors of the Combined Company, (vi) conditions to Closing (including with respect to the Minimum Cash Condition), (vii) the termination fee payable by either Live Oak or Teamshares in certain circumstances and (viii) a merger structure.

During the course of negotiations of the Merger Agreement, the parties also exchanged drafts of, and negotiated the terms of, the Voting Agreements, the Significant Company Holder Agreements, the Management Agreements, the and Agreements, the Insider Letter Agreement Amendment, the Sponsor Letter Agreement, the Amended and Restated Registration Rights Agreement and the deSPAC Agreement (collectively, the “”). With respect to the Ancillary Agreements, the principal topics discussed and ultimately agreed between the parties included, among other things, (i) the scope and duration of the restrictions applicable to the securities to be received by the Significant Company Holders and members of the Teamshares Management Team at the Closing, including the agreement that Significant Company Holders would be subject to a following the Closing (subject to customary early release provisions) and that members of the management team would be subject to a four-year following the Closing (subject to customary early release provisions), (ii) the terms of the and Agreements, including a post-Closing and period and (iii) the scope and timeline of the registration rights to be provided under the Amended and Restated Registration Rights Agreement.

the event of a termination of the Merger Agreement as a result of a material breach by either party, the obligation of the breaching party to pay a termination fee of $3,500,000 plus transaction expenses (with such transaction expenses not to exceed $400,000) and (E) the implementation of a merger structure.

Simultaneously with the execution of the Original Merger Agreement, holders of the requisite number and types of shares of Teamshares capital stock required to approve the proposed business combination between Teamshares and Live Oak (the “”) entered into voting and support agreements (the “ ”), pursuant to which such holders agreed, among other things, to vote their shares in favor of the Merger Agreement and the transactions contemplated thereby. The Significant Company Holders also agreed to support the transactions contemplated by the Merger Agreement, refrain from actions that would impair their ability to perform under the Voting Agreements, and not to transfer their Teamshares shares from the date of the Voting Agreements until the termination of the applicable Voting Agreement.

On November 14, 2025, Live Oak, Merger Sub, Merger Sub II, Teamshares, the Sponsor (in its capacity as SPAC Representative) and the Seller Representative executed the Original Merger Agreement and the related Ancillary Agreements and issued a joint press release announcing the proposed Business Combination. Since the date that the Original Merger Agreement was executed, the parties have held, and expect to continue to hold, regular discussions regarding the timing of consummating the Business Combination and various preparatory efforts in connection therewith. On April 1, 2026, the parties entered into the First Amendment to the Original Merger Agreement (the “” and, collectively with the Original Merger Agreement, the “”).