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CORRESP
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filename1.htm

VIA
EDGAR

February
13, 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attention:
Pearlyne Paulemon

Re:
Live Oak Acquisition Corp. V

Registration
Statement on Form S-1

Filed
January 10, 2025

File
No. 333-284207

Dear Ms.
Paulemon:

Live
Oak Acquisition Corp. V (the “Company”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 5,
2025 relating to the Registration Statement on Form S-1, filed by the Company with the Commission on January 10, 2025.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment to the Registration Statement
on Form S-1 (the “Registration Statement”), which is being submitted to the Commission contemporaneously with the
submission of this letter.

In
addition, we respectfully inform the Staff that this Registration Statement contains certain changes to the structure of the deal, namely
a change from a 1/3 warrant to ½ warrant unit structure, the removal of permitted withdrawals, an overfunding of the trust account
and removing the automatic three-month extension on entry into a letter of intent, among others.

Form
S-1 Filed January 10, 2025

Cover
Page

 1. We
                                            note potential conflicts of interest disclosure on the cover page. Please revise your cross-references
                                            to include the locations of all related disclosures in the prospectus.

In
response to the Staff’s comment, we have revised the cross-references to include the locations of all related disclosures in the
prospectus.

See
Item 1602(a)(5) of Regulation S-K.

Prior
Blank Check Experience, page 6

 2. For
                                            those SPACs that have completed a de-SPAC transaction, disclose the current trading prices.
                                            See Item 1603(a)(3) of Regulation S-K.

In
response to the Staff’s comment, we have disclosed the current trading prices.

Sponsor
Information, page 11

 3. In
                                            your compensation table here and on page 110, please revise to include the antidilution adjustment
                                            of the founder shares. Please also revise the table to reflect that in addition to your sponsor,
                                            a member of your management team and advisor or one of their affiliates may be paid a finder’s
                                            fee, advisory fee, consulting fee or success fee, as referenced on page 38. Lastly, please
                                            revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor
                                            may be paid a salary or fee in connection with the business combination. See Item 1602(b)(6)
                                            and Item 1603(a)(6) of Regulation SK.

In
response to the Staff’s comment, we have revised the indicated disclosure.

Risk
Factors

We
may be unable to obtain additional financing to complete our initial business

combination....,
page 65

 4. We
                                            note your disclosure that you may seek additional financing to complete your initial business
                                            combination and the disclosure on page 61 that you may sell additional shares through PIPE
                                            financing to complete your initial business combination. Please expand to clearly disclose
                                            the impact to you and investors, including that the arrangements result in costs particular
                                            to the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose
                                            that the agreements are intended to ensure a return on investment to the investor in return
                                            for funds facilitating the sponsor’s completion of the business combination or providing
                                            sufficient liquidity.

In
response to the Staff’s comment, we have revised the indicated disclosure.

Use
of Proceeds, page 91

 5. We
                                            note that in footnote 5, you have assumed use of proceeds for only 12 months for the office
                                            and administrative support. Given that you have up to 24 months to complete the initial business
                                            combination, please advise why you have not included costs assuming you continue for that
                                            period of time.

In
response to the Staff’s comment, we have revised the indicated disclosure to reflect 24 months of office and administrative support.

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Dilution,
page 95

 6. We
                                            note that one of your calculations assumptions is that no ordinary shares and convertible
                                            equity or debt securities are issued in connection with additional financing in connection
                                            with an initial business combination. Please expand your disclosure to highlight that you
                                            may need to do so as you intend to target an initial business combination with a target company
                                            whose enterprise value is greater than you could acquire with the net proceeds of the offering
                                            and the sale of private placement shares, as stated on page 10 and elsewhere.

In
response to the Staff’s comment, we have revised the indicated disclosure.

Dilution,
page 96

 7. We
                                            note in your maximum redemptions columns you did not include the deferred underwriting commissions
                                            in your Pro Forma net tangible book value after this offering. Please tell us why or revise
                                            here and elsewhere.

In
response to the Staff’s comment, we note that the Underwriting section, starting on page 190, contains the following disclosure
”… Also, includes $0.30 per unit on all units sold (up to $6,000,000 in the aggregate or up to $6,900,000 in the aggregate
if the underwriter’s over-allotment option is exercised in full, which amount shall be subject to pro-rata reduction based on the
number of Class A ordinary shares redeemed by our public shareholders) for deferred underwriting commissions to be deposited into
a trust account …” .

As
noted, the amount is subject to be reduced based on the percentage of redemptions and as a result the dilution table presents the deferred
underwriting commission under the various redemption scenarios. For example, if there is a 100% redemption of the funds held in the trust
account, the deferred underwriting commission is also reduced by the same 100%, causing $0 presentation on the dilution tables.

***

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser
at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

  /s/
               Richard J. Hendrix

  Richard J. Hendrix, Chief Executive
               Officer

 cc: Ellenoff
                                            Grossman & Schole LLP

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