Teamshares (NASDAQ: TMS) completes $525M SPAC merger and PIPE funding
Rhea-AI Filing Summary
Teamshares Inc. completed its business combination with SPAC Live Oak Acquisition Corp. V, converting Live Oak into a Delaware corporation named Teamshares Inc. and treating Legacy Teamshares as the accounting acquirer in a reverse recapitalization.
The aggregate merger consideration was $525.0 million, paid in newly issued common stock and assumed vested options valued at $10.00 per share, totaling 52,500,000 Merger Consideration Shares. A concurrent PIPE financing added 13,750,000 shares of common stock for gross proceeds of about $126.5 million, and SAFE investments of roughly $6.3 million also converted into equity.
Post-closing, there were 71,985,774 shares of common stock and 16,000,000 warrants outstanding. Up to 6,000,000 Earnout Shares may be issued over five years if share-price targets between $12.00 and $20.00 are met, and new 2026 equity and ESPP plans reserve over 6.4 million shares for employee incentives.
Positive
- None.
Negative
- None.
Insights
Teamshares’ de-SPAC creates a fully funded, highly equity-based capital structure with layered earnouts and employee incentive pools.
The combination values Legacy Teamshares at an aggregate $525.0 million entirely in equity at $10.00 per share, plus a $126.5 million PIPE and roughly $6.3 million of SAFEs converting into stock. This leaves the company with substantial new equity capital and a classic SPAC-style ownership mix.
Post-transaction, 71,985,774 common shares and 16,000,000 warrants are outstanding, alongside a forward purchase of 4,000,000 shares with a $42.2 million prepayment. Earnout tranches totaling 6,000,000 shares and founder share conditions add contingent dilution that depends on future share-price performance.
The new 2026 Incentive Plan and ESPP reserve more than 6.4 million shares, aligning employees with equity outcomes but further expanding potential overhang. Because the deal is accounted for as a reverse recapitalization, reported historical results will track Legacy Teamshares’ operations, while Live Oak’s net assets enter at historical cost.
8-K Event Classification
Key Figures
Key Terms
reverse recapitalization financial
PIPE Investment financial
Simple Agreements for Future Equity (SAFE) financial
Forward Purchase Agreement financial
OTC Equity Prepaid Forward Transaction financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
Terms used in this Current Report on Form 8-K (this “Current Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section entitled “Frequently Used Terms” and such definitions are incorporated herein by reference.
This Current Report incorporates by reference certain information from reports and other documents that were previously filed with the Securities and Exchange Commission (the “SEC”), including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Current Report and the information contained in such prior reports and documents incorporated by reference herein, the information in this Current Report controls.
Business Combination
As previously announced, on November 14, 2025, Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”), entered into an Agreement and Plan of Merger (as amended by the First Amendment dated April 1, 2026 and the Second Amendment dated May 13, 2026, the “Merger Agreement”), by and among Live Oak, Catalyst Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Live Oak (“Merger Sub”), Catalyst Sub 2 LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Live Oak (“Merger Sub II,” to be renamed “Teamshares LLC” effective at Closing), Live Oak Sponsor V LLC, in its capacity as SPAC Representative (the “Sponsor”), Brian Gaebe, in his capacity as Seller Representative, and Teamshares Inc., a Delaware corporation (“Legacy Teamshares”).
On June 18, 2026 (the “Closing Date”), as contemplated by the Merger Agreement and described in the section titled “The Business Combination Proposal (Proposal 1)” of the definitive proxy statement and final prospectus, dated May 27, 2026 (the “Proxy Statement/Prospectus”) and filed with the SEC (File No. 333-294869), Live Oak, Merger Sub, Merger Sub II and Legacy Teamshares consummated the transactions contemplated by the Merger Agreement and its related agreements (the “Transactions”), culminating in (i) Live Oak de-registering from the Register of Companies in the Cayman Islands and transferring by way of continuation out of the Cayman Islands and into the State of Delaware so as to become a Delaware corporation (the “Domestication”), (ii) Merger Sub merging with and into Legacy Teamshares, with Legacy Teamshares continuing as the surviving corporation (the “Surviving Corporation”) (the date and time of such merger, the “First Effective Time”) as a wholly-owned subsidiary of Live Oak (the “First Merger”), and (iii) immediately thereafter, the Surviving Corporation merging with and into Merger Sub II, with Merger Sub II (renamed as “Teamshares LLC”) continuing as the surviving entity (the “Surviving Entity”) and as a wholly-owned subsidiary of Live Oak (the “Second Merger” and together with the First Merger, the “Mergers”, and together with the Domestication and the other transactions contemplated by the Merger Agreement and the related agreements, the “Business Combination”). The two-step merger structure is intended to qualify as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.
Overview of Transactions
On June 16, 2026, Live Oak held an extraordinary general meeting of shareholders of Live Oak (the “Extraordinary General Meeting”) where the shareholders of Live Oak considered and approved, among other matters, a proposal described in the Proxy Statement/Prospectus to approve the entry into the Merger Agreement and consummate the Transactions contemplated thereby.
On June 16, 2026, as contemplated by the Merger Agreement and described in the section titled “The Domestication Proposal (Proposal 2)” of the Proxy Statement/Prospectus, Live Oak filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and, on June 18, 2026, filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Live Oak was domesticated and continues as a Delaware corporation, and effective upon the Closing, changing its name to “Teamshares Inc.” (the “Company”).
1
In connection with the Domestication, the then-issued and outstanding Live Oak Class B Ordinary Shares were converted, on a one-for-one basis, into shares of Live Oak Class B Common Stock. Further, in connection with the Closing, the then-issued and outstanding shares of Live Oak Class B Common Stock converted automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”).
As a result of the Mergers, and upon the Closing, pursuant to the terms of the Merger Agreement, among other things:
| • | All of the issued and outstanding capital stock of Legacy Teamshares as of immediately prior to the First Effective Time were automatically cancelled and ceased to exist, in exchange for the rights of (A) each Teamshares Stockholder to receive its pro rata share of the Stockholder Merger Consideration (after giving effect to certain elections by certain Legacy Teamshares preferred holders (“Liquidation Preference Elections”) and, thereafter, giving effect to the conversion of all remaining shares of Legacy Teamshares preferred stock into shares of Legacy Teamshares common stock in accordance with the terms of the Merger Agreement (“Company Preferred Stock Exchange”) or otherwise treating shares of Company Preferred Stock on an as converted to Company Common Stock basis), but excluding treasury stock owned by Legacy Teamshares or a direct or indirect subsidiary thereof (“Treasury Shares”) and (B) each Earnout Participant (as defined below) to receive certain Earnout Shares (as defined below), if any such shares are issued in accordance with the terms and conditions of the Merger Agreement; and |
| • | All outstanding options to purchase equity securities of Legacy Teamshares with exercise prices less than the Per Share Price determined as of the Closing, as further described below, that remained outstanding as of the First Effective Time, whether vested or unvested, were assumed by the Company and replaced with Assumed Options, subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law; and |
| • | All Legacy Teamshares warrants, convertible debt, “out-of-the-money” options and other convertible securities outstanding and not exercised or converted prior to the First Effective Time were terminated and did not receive any consideration in connection with the Mergers. |
| • | Under the Merger Agreement, a Legacy Teamshares option will be considered “in-the-money” if its per-share exercise price is less than the “Per Share Price” determined in accordance with the terms of the Merger Agreement. The Per Share Price is calculated as follows: Merger Consideration ÷ Fully-Diluted Company Shares as of the Closing. |
Pursuant to the Merger Agreement, the aggregate merger consideration (the “Aggregate Merger Consideration”) paid to the holders of securities of Legacy Teamshares was $525.0 million, paid in newly issued shares of Common Stock (and Assumed Vested Options), valued at $10.00 per share. The total Merger Consideration Shares equaled 52,500,000; the Stockholder Merger Consideration was approximately 49,435,918 shares of Common Stock and the Assumed Vested Options were exercisable on a net basis for approximately 3,064,082 shares of Common Stock.
Certain former Legacy Teamshares securityholders (the “Earnout Participants”) have the contingent right to receive up to 6,000,000 additional shares of Common Stock (“Earnout Shares”) during a five-year earnout period (the “Earnout Period”), in three equal tranches vesting upon the VWAP of Common Stock equaling or exceeding $12.00, $15.00 and $20.00, respectively, for 20 of any 30 consecutive trading days (or upon a qualifying change of control at an implied price at or above $12.00).
In addition, 1,150,000 Deferred Founder Shares and up to 1,150,000 Incentive Founder Shares held by the Sponsor are subject to vesting and forfeiture based on certain Founder Share Triggering Events over a five-year Founder Share Measurement Period. As of the date of this Current Report, 63,300 Incentive Founder Shares are expected to be transferred to the SAFE Investors as “bonus” shares deliverable under the terms of the Teamshares SAFEs and 37,171 Incentive Founder Shares are expected to be transferred in connection with investors that entered into non-redemption agreements. To the extent that the Sponsor has not transferred or forfeited all of the Incentive Founder Shares at or prior to the Closing, then Sponsor shall forfeit fifty percent (50%) of the remaining Incentive Founder Shares at the Closing and the other remaining fifty percent (50%) of such Incentive Founder Shares shall become subject to vesting (or forfeiture) on the basis of achieving certain share price targets during the Founder Share Measurement Period. As a result, there are expected to be 524,765 Incentive Founder Shares that remain outstanding following the closing of the Business Combination.
2
PIPE Investment
Pursuant to the subscription agreements (the “Subscription Agreements”) entered into on November 14, 2025, by and among Live Oak and certain investors (collectively, the “Initial PIPE Investors”), the Company issued and sold to the Initial PIPE Investors (substantially concurrently with the consummation of the Business Combination) an aggregate of 13,750,000 shares (the “PIPE Shares”) of Common Stock for aggregate gross proceeds of approximately $126.5 million (the “PIPE Investment”). The terms of the Subscription Agreements are described in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal (Proposal 1)— Related Agreements—PIPE Subscription Agreement.”
The foregoing description of the Subscription Agreements is a summary only and is qualified in its entirety by the full text of the form of Subscription Agreement, , the form of which is included as Exhibit 10.8 hereto and incorporated herein by reference.
Simple Agreements for Future Equity (SAFE) Investments
In addition, during the period between December 2025 and May 2026, Legacy Teamshares and SAFE Investors entered into simple agreements for future equity for aggregate purchase amounts of approximately $6.3 million, of which $3.0 million was received by Legacy Teamshares in December 2025, $1.1 million was received by Legacy Teamshares in January 2026, $1.3 million was received by Legacy Teamshares in April 2026 and $1.0 million was received by Legacy Teamshares in May 2026. Certain holders of SAFEs issued by Legacy Teamshares automatically converted their SAFEs into shares of Common Stock at the Closing (representing approximately 1% of the Company).
Non-Redemption Agreements
In connection with the Closing of the Business Combination, Live Oak entered into Non-Redemption Agreements (the “Non-Redemption Agreements”), dated as of June 5, 2026, with unaffiliated third-party shareholders of Live Oak (each, a “NRA Investor” and collectively, the “NRA Investors”) and Sponsor in accordance with the terms of the Merger Agreement.
Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 Class A ordinary shares of Live Oak (the “Non-Redeemed Shares”) at the Extraordinary General Meeting. In exchange for the foregoing commitment to Live Oak to not redeem the Non-Redeemed Shares, the Sponsor agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,171 shares of Class B Common Stock held by the Sponsor, provided that such NRA Investors do not exercise their respective redemption rights with respect to the Non-Redeemed Shares in connection with the Extraordinary General Meeting. The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Non-Redemption Agreement attached hereto as Exhibit 10.17, which is incorporated herein by reference.
A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal (Proposal 1).” The foregoing description of the Transactions is a summary only, does not purport to be complete, and is qualified in its entirety by the full text of the Merger Agreement and the amendments thereto, which are incorporated by reference to this Current Report as Exhibits 2.1, 2.2 and 2.3.
3
For accounting purposes, the Business Combination is treated as a reverse recapitalization, with Live Oak treated as the “acquired” company and Legacy Teamshares as the accounting acquirer. The net assets of Live Oak are stated at historical cost, with no goodwill or other intangible assets recorded. The operations presented in the financial statements of the Company following the Closing are those of Legacy Teamshares.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Indemnification Agreements
In connection with the consummation of the Transactions, on the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Lock-Up Agreements
Sponsor Letter Agreement
Contemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak entered into the Sponsor Letter Agreement with the Sponsor and Legacy Teamshares, pursuant to which the Sponsor agreed, among other things, to certain transfer restrictions with respect to shares of Common Stock held by the Sponsor following the Closing. The material terms of the Sponsor Letter Agreement are described in the section of the Proxy Statement/Prospectus titled “The Business Combination Proposal (Proposal 1)— Related Agreements—Sponsor Letter Agreement.” The foregoing description is qualified in its entirety by the text of the Sponsor Letter Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
Significant Company Holder Lock-Up
Contemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak and certain equity holders of Legacy Teamshares entered into lock-up agreements, pursuant to which such holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of their shares of Common Stock for a specified period following the Closing Date. The foregoing description is qualified in its entirety by the text of the form of Significant Company Holder Lock-Up Agreement, which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Management Lock-Up
Contemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions, Live Oak and each member of the Legacy Teamshares’s management entered into lock-up agreements, pursuant to which such holders agreed to certain transfer restrictions with respect to their shares of Common Stock for a specified period following the Closing Date. The foregoing description is qualified in its entirety by the text of the form of Management Lock-Up Agreement, which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.
Employee Lock-Up
On the Closing Date, the Company and Company employees entered into lock-up agreements, pursuant to which such holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of their shares of Common Stock for a specified period following the date of the Employee Lock-up Agreement. The foregoing description is qualified in its entirety by the text of the form of Employee Lock-Up Agreement, which is included as Exhibit 10.5 to this Current Report and is incorporated herein by reference.
Released Former Sponsor Shares
Notwithstanding the transfer restrictions described above, pursuant to the First Insider Letter Amendment, dated November 14, 2025, and the Second Insider Letter Amendment, dated April 1, 2026, each by and among the Company, the Sponsor and Legacy Teamshares (collectively, the “Insider Letter Amendments”), an aggregate of 100,471 Incentive Founder Shares that were actually utilized to incentivize commitments for financing transactions and non-redemption arrangements in connection with the Business Combination were released from the Sponsor lock-up restrictions upon the Closing and are not subject to the transfer restrictions otherwise applicable to the Sponsor Shares.
The foregoing description is qualified in its entirety by the text of the Insider Letter Amendments, which are included as Exhibits 10.2(a) and 10.2(b) to this Current Report and is incorporated herein by reference.
4
Amended and Restated Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak, the Sponsor, certain persons and entities receiving shares of Common Stock in connection with the Business Combination (the “New Holders” and, together with the Sponsor, the “Reg Rights Holders”) entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Company has agreed to use its commercially reasonable efforts to (1) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”) and (2) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders may demand underwritten offerings and will be entitled to customary piggyback registration rights.
The material terms of the A&R Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus titled “The Business Combination Proposal (Proposal 1)—Related Agreements—Registration Rights Agreement.” The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.6 to this Current Report and incorporated herein by reference.
Subscription Agreements
The information set forth under the “Introductory Note—PIPE Investment” above is incorporated into this Item 1.01 by reference.
Forward Purchase Agreement
On June 1, 2026, in connection with the Business Combination, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC (“Seller”) for an OTC Equity Prepaid Forward Transaction to purchase shares of Common Stock. Capitalized terms used but not otherwise defined in this subsection have the meanings ascribed to them in the Forward Purchase Agreement.
The foregoing description of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, a copy of which is included as Exhibit 10.9 to this Current Report and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth under “Introductory Note” above is incorporated into this Item 2.01 by reference.
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FORM 10 INFORMATION
Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Live Oak was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Transactions, and as discussed below in Item 5.06 of this Current Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations of our businesses. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of those words and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are neither promises nor guarantees, and are subject to a number of important factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including without limitation:
| • | the ability of the Company to realize the benefits expected from the Transactions; |
| • | the ability to maintain the listing of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”); |
| • | the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; |
| • | the future financial performance of the Company following the Business Combination; |
| • | the Company’s ability to retain or recruit, or to effect changes required in, its officers, key employees or directors following the Business Combination; |
| • | the Company’s ability to successfully acquire, integrate and grow small-to-medium-sized businesses and implement its tech-enabled employee ownership platform; |
| • | the Company’s ability to comply with laws and regulations applicable to its business; |
| • | expectations regarding the time during which the Company will be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended; and |
| • | other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors”, which is incorporated herein by reference. |
6
These forward-looking statements are based on information available as of the date of this Current Report and the Company’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the views of the Company’s management as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
Business
The business and properties of Live Oak and Legacy Teamshares prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Information About Live Oak” and “Information About Teamshares”, which are incorporated herein by reference.
Risk Factors
The risks associated with the Company’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors”, which is incorporated herein by reference.
Financial Information
The information set forth under Item 9.01(a) and (b) of this Current Report with respect to the financial statements and pro forma financial information of the Company, Live Oak and Legacy Teamshares is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations of Legacy Teamshares prior to the consummation of the Business Combination, for the years ended December 31, 2025 and 2024 and for the three months ended March 31, 2026 and 2025, are described in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Teamshares” beginning on page 279 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. References in this section to “Teamshares,” “we,” “our,” “us” and the “Company” generally refer to Legacy Teamshares and its consolidated subsidiaries prior to the Business Combination and to the Company and its consolidated subsidiaries after giving effect to the Business Combination.
Quantitative and Qualitative Disclosures about Market Risk
Quantitative and qualitative disclosures about market risk applicable to Legacy Teamshares prior to the Business Combination, as of March 31, 2026 and 2025 are included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Teamshares—Quantitative and Qualitative Disclosures About Market Risk” beginning on page 308 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Properties
Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section titled “Information About Teamshares”, which is incorporated herein by reference.
7
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth beneficial ownership of Common Stock following the consummation of the Transactions by:
| • | each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Common Stock; |
| • | each of the Company’s current named executive officers and directors; and |
| • | all current executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
The beneficial ownership percentages set forth in the table below are based on 73,660,538 shares of Common Stock issued and outstanding as of the Closing Date, which include 1,674,765 unvested Deferred Founder Shares and Incentive Founder Shares subject to forfeiture if certain conditions are not achieved, and do not take into account the issuance of any shares of Common Stock upon the exercise of Assumed Options and Warrants, or any shares potentially issuable related to Earnout Shares.
Name and Address of Beneficial Owner(1) |
Number of Shares of Common Stock Beneficially Owned |
% | ||||||
5% Holders |
||||||||
T. Rowe Price (2) |
13,043,478 | 17.7 | % | |||||
Khosla Ventures (3) |
7,498,171 | 10.2 | % | |||||
QED Growth (4) |
5,992,667 | 8.1 | % | |||||
Spark Capital (5) |
3,645,439 | 5.0 | % | |||||
Inspired Capital Partners (6) |
4,585,000 | 6.2 | % | |||||
Slow Ventures (7) |
4,988,012 | 6.8 | % | |||||
USV (8) |
4,028,647 | 5.5 | % | |||||
HB Strategies LLC (9) |
4,000,000 | 5.4 | % | |||||
Directors and Executive Officers of the Company |
||||||||
Michael Brown (10) |
1,243,684 | 1.7 | % | |||||
Kevin Shiiba (11) |
924,974 | 1.3 | % | |||||
Alex Eu (12) |
702,783 | 1.0 | % | |||||
Madhuri Kommareddi (13) |
216,543 | 0.3 | % | |||||
Brian Gaebe (14) |
210,432 | 0.3 | % | |||||
Evan Moore (15) |
39,675 | 0.1 | % | |||||
Richard J. Hendrix (16) |
5,124,765 | 7.0 | % | |||||
Adam J. Fishman |
— | — | ||||||
All directors and executive officers as a group (8 individuals) |
8,462,854 | 11.5 | % | |||||
| * | Less than one percent |
| (1) | Unless otherwise noted, the business address of each of those listed in the table above is c/o Teamshares Inc. 214 Sullivan Street, 3B New York, NY 10012 |
| (2) | The business address of T. Rowe Price is 1307 Point Street Baltimore, MD 21231. |
| (3) | Consists of (i) 5,298,177 shares owned by Khosla Ventures VII, LP, or KV VII, and (ii) 2,199,994 shares held beneficially by Khosla Ventures Opportunity I, LP, or KV Opp I. The general partner of KV VII is Khosla Ventures Associates VII, LLC, or KVA VII. The general partner of KV Opp I is Khosla Ventures Opportunity Associates I, LLC, or KVOA I. VK Services, LLC, or VK Services, is the sole manager of KVA VII and KVOA I. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA VII may |
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| be deemed to share voting and dispositive power over the shares held by KV VII. Mr. Khosla, VK Services and KVA VII disclaim beneficial ownership of the shares held by KV VII, except to the extent of their respective pecuniary interests therein. Each of Mr. Khosla, VK Services and KVOA I may be deemed to share voting and dispositive power over the shares held by KV Opp I. Mr. Khosla, VK Services and KVOA I disclaim beneficial ownership of such shares held by KV Opp I, except to the extent of their respective pecuniary interests therein. The business address for Mr. Khosla, and each of the foregoing entities, is 2128 Sand Hill Road, Menlo Park, California 94025. |
| (4) | Consists of 5,992,667 shares held beneficially by QED Growth Fund, L.P.. QED Partners Growth, LLC is the general partner of QED Growth Fund, L.P.. Nigel Morris is the managing member of QED Partners Growth, LLC and may be deemed to share voting and dispositive power over the shares held by QED Growth Fund, L.P.. Each of the foregoing persons and entities disclaims beneficial ownership of the reported shares except to the extent of their pecuniary interest therein. The business address of the foregoing entities is 405 Cameron Street, Alexandria, Virginia 22314. |
| (5) | Consists of 3,608,626 shares held by Spark Capital Growth Fund III, L.P. and 36,813 shares owned by Spark Capital Growth Founders’ Fund III, L.P. (together, the “Spark Entities”). Spark Growth Management Partners III, LLC is the General Partner of the Spark Entities. Alex Finkelstein, Jeremy Philips, and Santo Politi are the Managing Members of Spark Growth Management Partners III, LLC and hold voting and dispositive power over the shares held by the Spark Entities. Each of the foregoing persons disclaims beneficial ownership of the reported shares except to the extent of their pecuniary interest therein. The business address of Spark Capital is 200 Clarendon Street, Floor 59, Boston, MA 02116. |
| (6) | Consists of (i) 2,621,470 shares held beneficially by Inspired Capital Partners I, L.P., (ii) 1,484,996 shares held beneficially by Inspired Capital Partners TMS2, L.P., or TMS2, and (iii) 478,534 shares owned by Inspired Capital TMS, L.P., or TMS. Inspired Capital Partners GP I, LLC is the general partner of Inspired Capital Partners I, L.P. Inspired Capital GP SPV, LLC is the general partner of each of TMS and TMS2. Alexa von Tobel is the managing member of each of Inspired Capital Partners GP I, LLC and Inspired Capital GP SPV, LLC and holds voting and dispositive power over the shares held by each of the foregoing entities. Each of the foregoing persons and entities disclaims beneficial ownership of the reported shares except to the extent of his or her pecuniary interest therein. The business address for Ms. von Tobel and each of the foregoing entities is 817 Broadway, 8th Floor, New York, NY 10003. |
| (7) | Consists of (i) 128,647 shares held beneficially by Slow Ventures III-A, LP, (ii) 2,361,901 shares held beneficially by Slow Ventures III, LP (together, the Slow Ventures III Entities), (iii) 1,197,476 shares held beneficially by Slow Ventures Opportunity Fund I, L.P., and (iv) 1,299,988 shares owned by Slow Ventures Opportunity Fund II, LP (the Slow Ventures III Entities together with Slow Ventures Opportunity Fund I, L.P. and Slow Ventures Opportunity Fund II, L.P., collectively, the Slow Funds). Slow Ventures GP III, LLC is the general partner of each of the Slow Ventures III Entities. Slow Ventures Opportunity GP I, LLC is the general partner of Slow Ventures Opportunity Fund I, L.P. Slow Ventures Opportunity GP II, LLC is the general partner of Slow Ventures Opportunity Fund II, L.P. Slow Ventures, LLC serves as investment manager to each of the Slow Funds. Kevin Colleran serves as Managing Director of each of Slow Ventures GP III, LLC, Slow Ventures Opportunity GP I, LLC, and Slow Ventures Opportunity GP II, LLC and may be deemed to share voting and dispositive power over, and beneficially own, the shares held by each of the Slow Funds. Each of the foregoing persons and entities disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. The business address for Mr. Colleran and each of the foregoing entities is 1006 Kearny Street, San Francisco, CA 94133. |
| (8) | Consists of (i) 2,271,932 shares held beneficially by USV 2019, LP, (ii) 91,920 shares held beneficially by USV Bundled 2022, LP, (iii) 14,441 shares held beneficially by USV Bundled Investors 2022, LP, (iv) 106,739 shares held beneficially by USV Investors 2019, LP, and (v) 1,543,615 shares owned by USV Opportunity 2022, LP. USV 2019 GP, LLC is the general partner of each of USV 2019, LP and USV Investors 2019, LP and serves as investment manager to such funds. USV Opportunity 2022 GP, LLC is the general partner of USV Opportunity 2022, LP and serves as investment manager to such fund. USV Bundled 2022 GP, LLC is the general partner of each of USV Bundled 2022, LP and USV Bundled Investors 2022, LP and serves as investment manager to such funds. Each of USV 2019 GP, LLC, USV Opportunity 2022 GP, LLC, and USV Bundled 2022 GP, LLC may be deemed to share voting and dispositive power over, and beneficially own, the shares held by their respective funds. Each of the foregoing entities disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein. The business address for each of the foregoing entities is 817 Broadway, 14th Floor, New York, NY 10003. |
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| (9) | Hudson Bay Capital Management LP, the investment manager of HB Strategies LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of HB Strategies LLC and Sander Gerber disclaims beneficial ownership over these securities. The address of HB Strategies LLC is c/o Hudson Bay Capital Management LP, 290 Harbor Drive, 3rd Floor, Stamford, CT 06902. |
| (10) | Includes 27,174 shares issued in connection with the PIPE Investment. |
| (11) | Includes 27,174 shares issued in connection with the PIPE Investment. Includes 148,000 options that will have vested within 60 days of June 18, 2026. |
| (12) | Includes 27,174 shares issued in connection with the PIPE Investment. Includes 380,971 options that will have vested within 60 days of June 18, 2026. |
| (13) | Includes 13,587 shares issued in connection with the PIPE Investment. Includes 202,956 options that will have vested within 60 days of June 18, 2026. |
| (14) | Includes 13,587 shares issued in connection with the PIPE Investment. Includes 196,845 options that will have vested within 60 days of June 18, 2026. |
| (15) | Includes 11,870 shares in connection with the Teamshares SAFE Investment. |
| (16) | Includes 1,674,765 unvested Deferred Founder Shares and Incentive Founder Shares subject to forfeiture if certain certain stock price thresholds are not achieved as detailed in the Sponsor Letter Agreement. The Sponsor is the record holder of such shares. Richard J. Hendrix, Live Oak’s Chief Executive Officer, is the managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities of Live Oak held by the Sponsor. Mr. Hendrix disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. All of Live Oak’s officers and directors and certain of their affiliates are direct or indirect members of the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Directors and Executive Officers
Upon the consummation of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of Live Oak prior to the consummation of the Transactions ceased serving in such capacities, and the directors of Live Oak ceased serving on Live Oak’s board of directors, except as indicated below.
On June 18, 2026, Michael Brown, Alex Eu, Richard J. Hendrix, Adam Fishman and Evan Moore were appointed as directors of the board of directors of the Company (the “Board”), to serve until their terms expire at the applicable annual meeting of stockholders and until their successors are elected and qualified. The Board was set at five (5) directors (classified into three classes with staggered three-year terms). Richard J. Hendrix was appointed as Chairman of the Board.
On June 18, 2026, the following individuals were appointed as executive officers of the Company: Michael Brown as Chief Executive Officer (principal executive officer), Brian Gaebe as Chief Financial Officer (principal financial officer and principal accounting officer), Madhuri Kommareddi as Chief Operating Officer, Alex Eu as President, and Kevin Shiiba as Chief Technology Officer.
Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” for biographical information about each of the directors and officers, following the Transactions, which is incorporated herein by reference.
Director Independence
The Board has determined that each of Richard J. Hendrix, Adam Fishman and Evan Moore is deemed to be an independent director within the meaning of the listing rules of Nasdaq. Michael Brown and Alex Eu, as employees of the Company, are not considered independent.
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Executive & Director Compensation
The executive and director compensation of the Company’s named executive officers and directors is described in the Proxy Statement/Prospectus in the section titled “Executive Compensation of Teamshares” and that information is incorporated herein by reference.
Our named executive officers are Michael Brown (Chief Executive Officer), Brian Gaebe (Chief Financial Officer) and Madhuri Kommareddi (Chief Operating Officer).
Executive Employment Agreements
In connection with the Business Combination, the Company entered into employment agreements with each of its executive officers in May 2026, effective as of the Closing Date. The material terms of such employment agreements are described in the Proxy Statement/Prospectus in the section titled “Interests of Directors and Executive Officers in the Business Combination” and are incorporated herein by reference.
Compensation Committee Interlocks and Insider Participation
Interlocks and insider participation information regarding the Company’s executive officers is described in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination—Compensation Committee Interlocks and Insider Participation” and that information is incorporated herein by reference.
Committees of the Board of Directors
Effective as of the Closing, the standing committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Each of the committees reports to the Board.
Effective as of the Closing, the Board appointed Adam Fishman, Richard J. Hendrix and Evan Moore to serve on the Audit Committee, with Adam Fishman serving as chairperson and qualifying as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. All members of the Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules and regulations.
The Board also appointed Evan Moore, Richard J. Hendrix and Adam Fishman to serve on the Compensation Committee, with Evan Moore serving as chairperson.
The Board appointed Richard J. Hendrix, Adam Fishman and Evan Moore to serve on the Nominating and Corporate Governance Committee, with Richard J. Hendrix serving as chairperson.
Each committee operates under a written charter adopted by the Board at Closing. Copies of the Audit Committee Charter, Compensation Committee Charter and Nominating and Corporate Governance Committee Charter are available on the Company’s website at www.teamshares.com. The Company has also adopted a Disclosure Committee Charter (a management-level disclosure committee).
Certain Relationships and Related Party Transactions
Certain relationships and related party transactions of the Company are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” and that information is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About Live Oak—Legal Proceedings” and “Information About Teamshares—Legal Proceedings”, which is incorporated herein by reference.
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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Live Oak’s Class A Ordinary Shares, Units and Public Warrants were historically quoted on Nasdaq under the symbols “LOKV,” “LOKVU” and “LOKVW,” respectively. On June 23, 2026, the Common Stock and Warrants began trading on Nasdaq under the new trading symbols “TMS” and “TMSWW” respectively.
Dividends
The Company has not paid any cash dividends on the Common Stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. The Company does not anticipate declaring any cash dividends to holders of the Common Stock in the foreseeable future.
Information regarding the Company’s securities is described in the Proxy Statement/Prospectus in the section titled “Market Price and Dividend Information” and “Description of Securities of the Combined Company” and such information is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has initially reserved approximately 5,039,004 shares of Common Stock for issuance pursuant to the 2026 Incentive Plan (as defined below), subject to certain adjustments set forth therein. Additionally, the Company has initially reserved approximately 1,439,715 shares of Common Stock for issuance pursuant to the ESPP (as defined below), subject to certain adjustments set forth therein.
Recent Sales of Unregistered Securities
The information set forth under Items 1.01 and 3.02 of this Current Report is incorporated herein by reference.
Description of Registrant’s Securities to Be Registered
As of June 18, 2026, following the completion of the Transactions, there were approximately 71,985,774 shares of Common Stock issued and outstanding held of record by 37 holders, and 16,000,000 Warrants outstanding held of record by two holders. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.
Common Stock
A description of the Common Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities of the Combined Company—Common Stock”, which is incorporated herein by reference.
Warrants
A description of the Company’s Warrants is included in the Proxy Statement/Prospectus in the sections titled “Description of Securities of the Combined Company” and “Certain Relationships and Related Person Transactions—Live Oak”, which is incorporated herein by reference. Each whole Warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $11.50 per share, subject to adjustment. The Warrants will become exercisable 30 days after the Closing and will expire five years after the Closing, or earlier upon redemption or liquidation.
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Indemnification of Directors and Officers
Information about indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination—Limitation on Liability and Indemnification of Directors and Officers”, which is incorporated herein by reference. The disclosure set forth in Item 1.01 of this Current Report under the section titled “Indemnification Agreements” is also incorporated herein by reference.
Financial Statements and Supplementary Data
The information set forth under Item 9.01 of this Current Report is incorporated herein by reference.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The information set forth under Item 4.01 of this Current Report is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in the “Introductory Note” above and in Item 1.01 of this Current Report under the caption “Subscription Agreements” is incorporated into this Item 3.02 by reference.
The PIPE Shares issued by the Company in connection with the PIPE Investment have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Any shares of Common Stock issued or issuable to the Seller pursuant to the Forward Purchase Agreement described in Item 1.01 of this Current Report were, or will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report is incorporated herein by reference.
| Item 4.01. | Change in Registrant’s Certifying Accountant. |
For accounting purposes, the transactions contemplated by the Merger Agreement are treated as a reverse recapitalization and, as such, the historical financial statements of the accounting acquirer, Legacy Teamshares, which have been audited by KPMG LLP (“KPMG”), will become the historical financial statements of the Company. In a reverse recapitalization, a change of accountants is presumed to have occurred unless the same accountant audited the pre-transaction financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to occur on the date the reverse recapitalization is completed.
| (a) | Dismissal of independent registered public accounting firm. |
On June 18, 2026, the Audit Committee dismissed WithumSmith+Brown, PC (“Withum”), Live Oak’s independent registered public accounting firm prior to consummation of the Transactions, as the Company’s independent registered public accounting firm effective immediately.
The reports of Withum on Live Oak’s financial statements as of and for the fiscal year ended December 31, 2025 and for the period from November 27, 2024 (inception) through December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, and were not otherwise qualified or modified as to uncertainties, audit scope or accounting principles, except as follows:
Withum’s report on the consolidated financial statements of Live Oak and subsidiaries as of and for the years ended December 31, 2025 and for the period from November 27, 2024 (inception) through December 31, 2024, contained a separate paragraph stating that “if the Company is unable to complete a business combination by March 3, 2027, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
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During the period from November 27, 2024 (inception) through December 31, 2024,the year ended December 31, 2025, and subsequent interim period through June 18, 2026 there were no (1) ‘disagreements’ (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions under the Exchange Act) between Live Oak and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in its reports on Live Oak’s financial statements for such period; or (2) ‘reportable events’ (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
The Company has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated June 18, 2026, is filed as Exhibit 16.1 to this Current Report and is incorporated herein by reference.
| (b) | Disclosures regarding the appointment of new independent registered public accounting firm. |
On June 18, 2026, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026. KPMG has served as the independent registered public accounting firm for Legacy Teamshares prior to the consummation of the Transactions. During the period from November 27, 2024 (inception) through December 31, 2025, and subsequent interim period through June 18, 2026, neither Live Oak nor anyone on Live Oak’s behalf consulted with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was either the subject of a disagreement or a reportable event (each as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
| Item 5.01. | Changes in Control of Registrant. |
The information set forth above in the section titled “Directors and Executive Officers” in Item 2.01 to this Current Report is incorporated in this Item 5.01 by reference. See also the section of the Proxy Statement/Prospectus titled “Executive Compensation of Teamshares” for a description of compensation arrangements with the Company’s executives and directors, which is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officers and Directors
The information set forth above in the sections titled “Directors and Executive Officers,” “Executive & Director Compensation,” “Committees of the Board of Directors” and “Certain Relationships and Related Party Transactions” in Item 2.01 to this Current Report is incorporated in this Item 5.02 by reference. See also the sections of the Proxy Statement/Prospectus titled “Executive Compensation of Teamshares” and “Interests of Directors and Executive Officers in the Business Combination” for a description of compensation arrangements with the Company’s executive officers and directors, which is incorporated herein by reference.
Teamshares Inc. 2026 Incentive Award Plan
At the Extraordinary General Meeting, the shareholders of Live Oak considered and approved the Teamshares Inc. 2026 Incentive Award Plan (the “2026 Incentive Plan”), under which the Company and its affiliates may grant cash and equity incentive awards to its eligible service providers in order to attract and retain key personnel. The 2026 Incentive Plan was approved by the Live Oak shareholders on June 16, 2026 and was ratified and approved by the Board on June 18, 2026, and became effective upon the Closing Date. The initial share reserve under the 2026 Incentive Plan is 5,039,004 shares, which generally is equal to 7% of the number of shares of Common Stock outstanding immediately following the Closing, with an annual increase on January 1 of each year from 2027 through 2036 equal to (i) 4% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Board.
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A summary of the terms of the 2026 Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “The Incentive Plan Proposal (Proposal 10)”, which is incorporated herein by reference. Such summary and the foregoing description of the 2026 Incentive Plan are qualified in their entirety by reference to the full text of the 2026 Incentive Plan, a copy of which is attached hereto as Exhibit 10.10 and incorporated herein by reference.
Teamshares Inc. 2026 Employee Stock Purchase Plan
At the Extraordinary General Meeting, the shareholders of Live Oak considered and approved the Teamshares Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which provides employees of the Company and its participating subsidiaries with the opportunity to purchase shares of Common Stock at a discount through accumulated payroll deductions during successive offering periods. The ESPP was approved by the Live Oak shareholders on June 16, 2026 and was ratified and approved by the Board on June 18, 2026, and became effective upon the Closing Date. The initial share reserve under the ESPP is 1,439,715 shares, which generally is equal to 2% of the number of shares of Common Stock outstanding immediately following the Closing, with an annual increase on January 1 of each year from 2027 through 2036 equal to (i) 1% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Board.
A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “The Employee Stock Purchase Plan Proposal (Proposal 11)”, which is incorporated herein by reference. Such summary and the foregoing description of the ESPP are qualified in their entirety by reference to the full text of the ESPP, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference.
Teamshares Inc. 2020 Equity Incentive Plan
In connection with the consummation of the Transactions, the Company assumed the Teamshares Inc. 2020 Equity Incentive Plan, as amended (the “2020 Plan”) from Legacy Teamshares and, thereafter, terminated the 2020 Plan upon effectiveness of the 2026 Incentive Plan. However, any outstanding awards granted under the 2020 Plan will remain outstanding, subject to the terms of the 2020 Plan and applicable award agreements. An aggregate of 1,643,244 shares were authorized under the 2020 Plan.
A summary of the terms of the 2020 Plan is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation of Teamshares—Equity Incentive Plan”, which is incorporated herein by reference. Such summary and the foregoing description of the 2020 Plan are qualified in their entirety by reference to the full text of the 2020 Plan, a copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference.
The description of the Certificate of Incorporation and the general effect upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus in the sections titled “The Domestication Proposal (Proposal 2)” and “The Organizational Documents Proposal (Proposals 4-9)”, which are incorporated by reference herein. Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.
| Item 5.05. | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct & Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct & Ethics can be found at the Company’s website at www.teamshares.com.
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| Item 5.06. | Change in Shell Company Status. |
As a result of the Transactions, Live Oak ceased being a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “The Business Combination Proposal (Proposal 1)” and “Proposal No. 2—The Domestication Proposal” which are incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated herein by reference.
| Item 8.01. | Other Events. |
On June 19, 2026, the Company issued a press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.2 hereto.
The information set forth in this Item 8.01 (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
Consolidated Financial Statements
The audited consolidated balance sheets of Live Oak as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2025 and for the period from November 27, 2024 (inception) through December 31, 2024, together with the related notes and the report of independent registered public accounting firm, included in the Proxy Statement/Prospectus in the section titled “Index to Financial Statements—Live Oak Acquisition Corp. V” are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of Live Oak as of March 31, 2026, and the related condensed consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for the three months ended March 31, 2026, together with the related notes thereto, included in the Proxy Statement/Prospectus in the section titled “Index to Financial Statements—Live Oak Acquisition Corp. V” are incorporated herein by reference.
The audited consolidated balance sheets of Legacy Teamshares as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2025 and 2024, together with the related notes and the report of independent registered public accounting firm, included in the Proxy Statement/Prospectus in the section titled “Index to Financial Statements—Financial Statements of Teamshares Inc.” are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of Legacy Teamshares as of March 31, 2026, and the related condensed consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for the three months ended March 31, 2026, together with the related notes thereto, included in the Proxy Statement/Prospectus in the section titled “Index to Financial Statements—Financial Statements of Teamshares Inc.” are incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 is included in the Proxy Statement/Prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 90 of the Proxy Statement/Prospectus and is incorporated herein by reference.
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The unaudited pro forma condensed combined financial statements of the Company as of and for the three months ended March 31, 2026, are filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
Exhibit |
Description | |
| 2.1**+ | Agreement and Plan of Merger, dated as of November 14, 2025, by and among Live Oak, Teamshares, Merger Sub, Merger Sub II, the SPAC Representative and the Seller Representative (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
| 2.2+ | First Amendment to the Agreement and Plan of Merger, dated as of April 1, 2026, by and among Live Oak and Teamshares (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on April 2, 2026) | |
| 2.3+ | Second Amendment to the Agreement and Plan of Merger, dated as of May 13, 2026, by and among Live Oak and Teamshares (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on May 13, 2026) | |
| 3.1 | Amended and Restated Certificate of Incorporation of Teamshares Inc. (including Certificate of Corporate Domestication). | |
| 3.2 | Bylaws of Teamshares Inc. | |
| 4.1+ | Warrant Agreement, dated February 27, 2025, by and between Live Oak and CST, as warrant agent (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on March 4, 2025) | |
| 4.2 | Specimen Common Stock Certificate of Teamshares Inc. | |
| 10.1+ | Form of Indemnification Agreement between Teamshares Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 (File No. 333-294869), filed with the SEC on May 22, 2026). | |
| 10.2(a)+ | First Insider Letter Amendment, dated as of November 14, 2025, by and among Live Oak and its officers and directors, the Sponsor and Teamshares (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
| 10.2(b)+ | Second Insider Letter Amendment, dated as of April 1, 2026, by and among Live Oak and its officers and directors, the Sponsor and Teamshares (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on April 2, 2026) | |
| 10.3+ | Form of Lock-Up Agreement, dated as of November 14, 2025, by and among Live Oak, the Sponsor and the Significant Company Holders. (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
| 10.4+ | Form of Lock-Up Agreement, dated as of November 14, 2025, by and among Live Oak, the Sponsor and the members of Teamshares’ management (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
| 10.5 | Form of Employee Lock-Up Agreement. | |
| 10.6+ | Amended and Restated Registration Rights Agreement, dated as of June 18, 2026, by and among Teamshares Inc. and each of the stockholders of Teamshares Inc. identified on the signature pages thereto (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025). | |
| 10.7+ | Form of Voting and Support Agreement, dated as of November 14, 2025, by and among Live Oak, Teamshares and the Significant Company Holders (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
| 10.8+ | Form of PIPE Subscription Agreement, dated as of November 14, 2025, by and among the Live Oak and certain investors party thereto (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on November 14, 2025) | |
17
Exhibit |
Description | |
| 10.9+ | Forward Purchase Agreement dated June 1, 2026, by and between Live Oak Acquisition Corp. V and HB Strategies LLC (incorporated herein by reference to Live Oak’s Current Report on Form 8-K filed on June 2, 2026) | |
| 10.10 | Teamshares Inc. 2026 Incentive Award Plan. | |
| 10.10(a) | Form of Stock Option Agreement under the Teamshares Inc. 2026 Incentive Award Plan. | |
| 10.10(b) | Form of Restricted Stock Unit Agreement under the Teamshares Inc. 2026 Incentive Award Plan. | |
| 10.11 | Teamshares Inc. 2026 Employee Stock Purchase Plan. | |
| 10.12 | Teamshares Inc. 2020 Equity Incentive Plan. | |
| 10.13 | Form of Stock Option Agreement under the Teamshares Inc. 2020 Equity Incentive Plan. | |
| 10.14 | Employment Agreement, dated as of May 16, 2026, between Michael Brown and Teamshares Inc. | |
| 10.15 | Employment Agreement, dated as of May 16, 2026, between Brian Gaebe and Teamshares Inc. | |
| 10.16 | Employment Agreement, dated as of May 16, 2026, between Madhuri Kommareddi and Teamshares Inc. | |
| 10.17 | Form of Non-Redemption Agreement. | |
| 16.1 | Letter from WithumSmith+Brown, PC to the SEC, dated June 18, 2026. | |
| 21.1 | List of Subsidiaries of Teamshares Inc. | |
| 99.1 | Unaudited pro forma condensed combined financial information of the Company as of March 31, 2026, and for the three months ended March 31, 2026. | |
| 99.2 | Press Release, dated June 19, 2026, announcing the closing of the Business Combination. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| ** | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
| + | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2026
| TEAMSHARES INC. | ||
| By: | /s/ Brian Gaebe | |
| Name: | Brian Gaebe | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
For purposes solely of this “Unaudited Pro Forma Condensed Combined Financial Information” section, the term “Management” refers to Teamshares management prior to the Closing (as defined below) and management of the Combined Company after the Closing.
Introduction
The unaudited pro forma condensed combined financial information presents the combination of the historical financial statements of Live Oak and Teamshares, adjusted to implement the Business Combination and certain transactions contemplated in connection with the Business Combination (collectively, the “Transactions”). The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the definitive proxy statement and final prospectus, dated May 27, 2026 (the “Proxy Statement/Prospectus”).
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 combines the historical balance sheet of Live Oak as of March 31, 2026 with the historical balance sheet of Teamshares as of March 31, 2026 on a pro forma basis as if the Business Combination had been consummated on March 31, 2026.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 combines the historical statement of operations of Live Oak for the three months ended March 31, 2026 and the historical statement of operations of Teamshares for the three months ended March 31, 2026. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical statement of operations of Live Oak for the year ended December 31, 2025 and the historical statement of operations of Teamshares for the year ended December 31, 2025 on a pro forma basis, giving effect to the Business Combination and related transactions as if they had been consummated on January 1, 2025.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this Proxy Statement/Prospectus:
| • | the accompanying notes to the unaudited pro forma condensed combined financial information; |
| • | the historical unaudited interim condensed financial statements of Live Oak as of March 31, 2026 and for the three months ended March 31, 2026, and the historical audited financial statements of Live Oak as of and for the year ended December 31, 2025 |
| • | the historical unaudited interim condensed consolidated financial statements of Teamshares as of March 31, 2026 and for the three months ended March 31, 2026, and the historical audited financial statements of Teamshares as of and for the year ended December 31, 2025 and |
| • | other information relating to Teamshares and Live Oak included in this Proxy Statement/Prospectus, including the description of the Merger Agreement and the transactions contemplated in the section titled “The Business Combination Proposal.” |
The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Live Oak” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Teamshares” included elsewhere in this Proxy Statement/Prospectus. Unless otherwise stated, the pro forma share calculations and ownership information incorporate the information and assumptions set forth in the section of this Proxy Statement/Prospectus entitled “Share Calculations and Ownership Percentages”.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Teamshares’ financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The unaudited pro forma condensed combined financial statements include certain assumptions, which may ultimately not come to fruition. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments and the assumptions included in these unaudited pro forma condensed combined financial statements represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
The following describes the above entities:
Live Oak
Live Oak is a special purpose acquisition company incorporated as an exempted company under the laws of the Cayman Islands on November 27, 2024, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Live Oak has neither engaged in any operations nor generated any revenue to date.
Teamshares
Teamshares Inc. is a Delaware corporation formed on June 28, 2019. Teamshares is a tech-enabled acquiror of small-to-medium sized businesses, which become Operating Subsidiaries of Teamshares upon acquisition. Teamshares was formed to create a platform to programmatically acquire companies from retiring owners, integrate them with the Teamshares platform, and help employees earn company stock.
Description of the Transactions
On November 14, 2025, Live Oak, Merger Sub, Merger Sub II and Teamshares entered into the Original Merger Agreement. On April 1, 2026, the parties entered into the First Amendment to the Original Merger Agreement (the “First MA Amendment”) and on May 13, 2026 the parties entered into the Second Amendment to the Original Merger Agreement (the “Second MA Amendment” and, collectively with the Original Merger Agreement and the First MA Amendment, the “Merger Agreement”). On June 16, 2026, the Business Combination was approved by a Live Oak shareholder vote. The Business Combination was completed on June 18, 2026 (the “Closing”). Following the Closing, the Combined Company is the publicly traded parent company, and its common stock and warrants are listed on Nasdaq under the ticker symbol “TMS” and “TMSWW”, respectively. As a result of the Business Combination, and upon the Closing, pursuant to the Merger Agreement, among other things:
| (A) | all of the issued and outstanding capital stock of the Company as of immediately prior to the First Effective Time were automatically cancelled in exchange for the right for each Company Stockholder to receive its Pro Rata Share of the Stockholder Merger Consideration (after giving effect to Liquidation Preference Elections and, thereafter, giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding Company Treasury Shares); |
| (B) | Company Options outstanding and in-the-money (as defined in the Merger Agreement) as of immediately prior to the First Effective Time were assumed by Live Oak and replaced with options exercisable for shares of Combined Company Common Stock, subject to adjustments to the exercise prices and number of underlying shares, in each case in accordance with the terms of the Merger Agreement; and |
| (C) | Earnout Participants, as defined in the Merger Agreement, have a contingent right to receive certain Earnout Shares, subject to satisfaction of relevant conditions, if any such Earnout Shares are issued during the Earnout Period in accordance with the terms and subject to the conditions set forth in the Merger Agreement. |
Earnout Shares
The Merger Agreement provides that, following the Closing, eligible Earnout Participants (comprised of former Teamshares Stockholders (excluding any Liquidation Preference Electing Holders relative to Liquidation Preference Shares) and Company Optionholders who satisfy the Eligibility Conditions as of immediately prior to an Earnout Trigger Date, as further described below, may have the contingent right to receive up to an additional 6,000,000 shares of Combined Company Common Stock (the “Earnout Shares”) in the event that, during the post-Closing period ending on the fifth anniversary of the Closing Date (the “Earnout Period”), the volume weighted average trading prices (“VWAP”) of shares of Combined Company Common Stock meets or exceeds certain trading-price based “Trigger Events” or upon the occurrence of a “Qualifying Change of Control” Transaction (defined under the Merger Agreement as change of control transaction in which the implied price per share of Combined Company Common Stock equals or exceeds $12.00 per share) (the occurrence of any of the foregoing trading-price based trigger events or a Qualifying Change of Control, a “Triggering Event”). Earnout Participants include Teamshares Stockholders as of immediately prior to the First Effective Time (excluding Liquidation Preference Electing Holders relative to Liquidation Preference Shares) and “Eligible Optionholders,” which are holders of Assumed Options who (i) were employed by, or in service with, Teamshares or its subsidiaries as of immediately following the First Effective Time, and (ii) remain continuously employed by, or in service with, the Combined Company or its subsidiaries from the Closing Date until immediately prior to an applicable Triggering Event (the “Eligibility Condition”).
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During the Earnout Period, Earnout Participants may receive their respective Earnout Pro Rata Share of an aggregate of up to 6,000,000 Earnout Shares, in the event that the following conditions are satisfied during the Earnout Period:
| (i) | if the VWAP of the Combined Company Common Stock equals or exceeds the Earnout Tier I Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares; |
| (ii) | if the VWAP of the Combined Company Common Stock equals or exceeds the Earnout Tier II Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares; and |
| (iii) | if the VWAP of Combined Company Common Stock equals or exceeds the Earnout Tier III Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares. |
The above is further summarized in the following table:
| Earnout Tier |
Share Price Target | VWAP Condition |
Earnout Shares | |||||||
| Tier I | $ | 12.00 per share | VWAP ≥ $12.00 for 20 out of 30 consecutive Trading Days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | 2,000,000 | ||||||
| Tier II | $ | 15.00 per share | VWAP ≥ $15.00 for 20 out of 30 consecutive Trading Days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | 2,000,000 | ||||||
| Tier III | $ | 20.00 per share | VWAP ≥ $20.00 for 20 out of 30 consecutive Trading Days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | 2,000,000 | ||||||
| Total | 6,000,000 | |||||||||
Each share price target may only be achieved once during the Earnout Period. The achievement of a higher-tier share price based Triggering Event is deemed to include the achievement of any lower-tier share price based Triggering Event not previously achieved, and in such case, the Earnout Shares attributable to each such share price target will become issuable to then-qualifying Earnout Participants together.
If a Qualifying Change of Control (as defined above) occurs during the Earnout Period (in which the implied consideration per share of Combined Company Common Stock equals or exceeds $12.00), eligible Earnout Participants shall be entitled to receive their respective Earnout Pro Rata Share of all Earnout Shares not previously vested. If none of the Trigger Events occur during the Earnout Period, no Earnout Shares will be delivered to Earnout Participants. If any Earnout Shares are issued, they will not be registered at the time of issuance.
Additional Information Regarding Stockholder Merger Consideration and Pro Rata Shares of Stockholder Merger Consideration
Under the terms of the Merger Agreement, “Stockholder Merger Consideration” represents a subset of the aggregate Merger Consideration, excluding the value attributed to Assumed Vested Options. In connection with the Closing, each Teamshares Stockholder received its Pro Rata Share of the Stockholder Merger Consideration (after giving effect to Liquidation Preference Elections by Eligible Preferred Holders and, thereafter, giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding Company Treasury Shares). A Teamshares Stockholder’s Pro Rata Share is calculated as a fraction, expressed as a percentage, equal to (i) the portion of the Stockholder Merger Consideration issuable to such stockholder in accordance with the terms of the Merger Agreement, divided by (ii) the total Stockholder Merger Consideration issuable to all Teamshares Stockholders. The number of shares of Combined Company Common Stock issuable to each Teamshares Stockholder was determined by applying the Conversion Ratio (as defined below) to the number of shares of Company Common Stock held by such stockholder as of immediately prior to the First Effective Time (after giving effect to Liquidation Preference Elections by Eligible Preferred Holders and, thereafter, after giving effect to Company Preferred Stock Exchange or otherwise treating Teamshares Preferred Stock on an as-converted to common stock basis), but excluding, for calculation purposes, Company Treasury Shares.
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The “Conversion Ratio” is equal to (i) the Per Share Price, divided by (ii) $10.00. The “Per Share Price” is equal to (A) the Merger Consideration (i.e., $525.0 million plus any Interim Period Financing amounts that convert to Teamshares common stock prior to the First Effective Time), divided by (B) the number of Fully-Diluted Company Shares outstanding as of the First Effective Time. “Fully-Diluted Company Shares”, as defined in the Merger Agreement, as of the Closing and without duplication, means the total number of issued and outstanding shares of Company Common Stock, expressed on a fully-diluted and as-converted to Company Common Stock basis, (a) after giving effect to Liquidation Preference Elections by Eligible Preferred Holders and, thereafter, giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as converted to Company Common Stock basis, (b) issuable upon the settlement of Company In-the-Money Options (vested and unvested) outstanding and unexercised as of immediately prior to the First Effective Time, calculated in accordance with the treasury accounting method, and (c) treating all outstanding Company Convertible Securities (other than Company Options) as fully vested and as if the Company Convertible Security had been exercised, exchanged or converted as of the First Effective Time and calculated using the treasury method of accounting, but excluding any Company Securities held by Teamshares as treasury stock. The final Conversion Ratio was calculated as 4.510.
Other Related Events in Connection with the Business Combination
Other related events that have or are contemplated to take place in connection with the Business Combination are summarized below:
Initial PIPE Investment
Concurrently with the execution of the Original Merger Agreement, Live Oak entered into Initial PIPE Subscription Agreements with the Initial PIPE Investors, including certain members of Teamshares management (identified below, the “Teamshares PIPE Investors”). Under the terms of the Initial PIPE Subscription Agreements, the Initial PIPE Investors agreed to subscribe for and purchase 13,750,000 Live Oak shares at a purchase price of $9.20 per share for gross proceeds of approximately $126.5 million.
The Teamshares PIPE Investors have entered into Initial PIPE Subscription Agreements with Live Oak to purchase the following shares of Live Oak Class A Common Stock for the following investment amounts (at $9.20 per share subscription price) in accordance with the terms of such subscription agreements:
| Name |
PIPE Investment Amount | |||
| Michael Brown |
$ | 250,000 | ||
| Alex Eu |
$ | 250,000 | ||
| Kevin Shiiba |
$ | 250,000 | ||
| Brian Gaebe |
$ | 125,000 | ||
| Madhuri Kommareddi |
$ | 125,000 | ||
The terms of the Initial PIPE Subscription Agreements into which the Teamshares PIPE Investors entered are equivalent to the terms of the Initial PIPE Subscription Agreements entered into by investors in the Initial PIPE Investment transaction that are not Teamshares PIPE Investors. For purposes of illustrative pro forma share calculations and ownership percentages, and to avoid duplication, the shares of Combined Company Common Stock held by the Teamshares PIPE Investors immediately after the Closing are included, in this and other sections of this Proxy Statement/Prospectus, in the aggregate number of shares of Combined Company Common Stock issuable to the Initial PIPE Investors. Accordingly, those shares are excluded from the presentations of the number of shares of Combined Company Common Stock held by the Teamshares Stockholders immediately after the Closing.
Simple Agreements for Future Equity (SAFE) Investments
During the period between December 2025 and May 2026, Teamshares and SAFE Investors entered into Teamshares SAFEs for Purchase Amounts of approximately $6.3 million, of which $3.0 million was received by Teamshares in December 2025, $1.1 million was received by Teamshares in January 2026, $1.3 million was received by Teamshares in April 2026, and $1.0 million was received by Teamshares in May 2026. The Teamshares SAFEs entered into prior to March 31, 2026 are included in Other Long-Term Liabilities on the Consolidated Balance Sheet as of March 31, 2026. Pursuant to the terms of the Teamshares SAFEs, the Teamshares SAFEs automatically converted into 688,043 newly-issued shares of Combined Company Common Stock in connection with the proposed Business Combination. The Teamshares SAFEs also contemplated and resulted in the delivery at the Closing of an aggregate of 63,300 additional shares of Combined Company Common Stock as “bonus shares.” Pursuant to the terms of the Teamshares SAFEs, the Teamshares SAFEs automatically converted upon consummation of the Business Combination into SAFE Investor Combined Company Shares.
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Deferred Founder Shares
At the Closing, 1,150,000 Deferred Founder Shares are subjected to Founder Shares Post-Closing Conditions and will be forfeited, in whole or in part, if such conditions are not satisfied within the post-Closing Founder Share Measurement Period. As of the Closing, a total of 1,049,529 Incentive Founder Shares were undistributed resulting in the forfeiture of 524,765 shares and retention of 524,765 shares by the Sponsor that are subject to the Founder Shares Post-Closing Conditions during the Founder Share Measurement Period (and forfeited if the Founder Shares Post-Closing Conditions are not satisfied during such period).
Teamshares Liquidation Preference Elections and Warrant Exercises
For purposes of calculating the number of shares of Company Common Stock outstanding prior to the First Effective Time, it is noted that (A) (i) some, but not all, of the holders of outstanding shares of Company Series C-1 Preferred Stock, and none of the holders of outstanding shares of Company Series C-2 Preferred Stock, made Liquidation Preference Elections (as further described elsewhere in this Proxy Statement/Prospectus) and (ii) all of the holders of Company Series D-1 Preferred Stock, Company Series D-2 Preferred Stock, Company Series D-NV Preferred Stock, Company Series E Preferred Stock and Company Series E-NV Preferred Stock made Liquidation Preference Elections in accordance with the Liquidation Preference Election and Waiver Documents. Based on the foregoing election results, using the Per Share Price determined at Closing in accordance with the terms of the Merger Agreement, an aggregate of 5,171,149 shares of Company Common Stock were issuable by Teamshares prior to the Company Preferred Stock Exchange required by the terms of the Merger Agreement to be effectuated prior to the First Effective Time, to Liquidation Preference Electing Holders, corresponding to an aggregate liquidation preference allocation, expressed as a dollar amount, of $233.2 million, as further detailed in the sections of this Proxy Statement/Prospectus entitled “Teamshares Liquidation Preference Elections and Warrant Exercises” and “Unaudited Pro Forma Condensed Combined Financial Information”; and (B) warrants to purchase 77,258 shares of Company Common Stock were exercised in accordance with their terms (resulting in the issuance, on a net exercise basis, of 48,988 shares of Company Common Stock prior to the First Effective Time).
The Liquidation Preference Elections which were made as of the Closing resulted in the issuance of 1,971,943 more shares of Company Common Stock than would have been issued to such Liquidation Preference Electing Holders, had such holders not made Liquidation Preference Elections.
Non-Redemption Agreements
In connection with the Closing of the Business Combination, Live Oak entered into Non-Redemption Agreements (the “Non-Redemption Agreements”), dated as of June 5, 2026, with unaffiliated third-party shareholders of Live Oak (each, a “NRA Investor” and collectively, the “NRA Investors”) and Sponsor in accordance with the terms of the Merger Agreement.
Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 Class A ordinary shares of Live Oak (the “Non-Redeemed Shares”) at the Extraordinary General Meeting. In exchange for the foregoing commitment to Live Oak to not redeem the Non-Redeemed Shares, the Sponsor agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,171 shares of Class B Common Stock held by the Sponsor, provided that such NRA Investors do not exercise their respective redemption rights with respect to the Non-Redeemed Shares in connection with the Extraordinary General Meeting. The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Non-Redemption Agreement attached hereto as Exhibit 10.17, which is incorporated herein by reference.
Forward Purchase Agreement
On June 1, 2026, in connection with the Business Combination, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC for an OTC Equity Prepaid Forward Transaction to purchase shares of Combined Company Common Stock. Capitalized terms used but not otherwise defined in this subsection have the meanings ascribed to them in the Forward Purchase Agreement.
Pursuant to the terms of the Forward Purchase Agreement, upon consummation of the Business Combination, Live Oak will pay to the FPA Investor, from funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “Trust Account”), after satisfaction of required redemption payments, an amount (the “Prepayment Amount”) equal to the product of the number of Subject Shares (as defined below, up to a maximum number of 4,000,000 shares) multiplied by an amount determined as of five (5) exchange business days prior to the Closing Date (“Initial Price”), subject to adjustment for share splits, share dividends, combinations or recapitalizations occurring after the Closing, and Live Oak or the Combined Company will also reimburse the FPA Investor for certain expenses at the Closing or upon earlier termination of the Forward Purchase Agreement, as applicable.
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Pursuant to the Forward Purchase Agreement, the FPA Investor purchased 4,000,000 Public Shares from third-parties on the open market prior to the Closing. The 4,000,000 shares were not redeemed pursuant to the terms of the Forward Purchase Agreement. The funds remaining in the Trust Account as a result of the 4,000,000 shares that were not redeemed were used to settle the Prepayment Amount owed to the FPA Investor. The Prepayment Amount was determined to be $42.2 million based on an Initial Price of $10.56. The Company believes that the substance of this payment is akin to a subscription receivable for shares in the Combined Company. As such, the payment of the Prepayment Amount has been presented as a reduction of equity. Additionally, the Company recognized a derivative liability that represents the estimated fair value of the Company’s settlement obligations under the Forward Purchase Agreement.
The foregoing description of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, a copy of which is included as Exhibit 10.9 to this Proxy Statement/Prospectus and is incorporated herein by reference.
Accounting Treatment of the Business Combination
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Live Oak was treated as the “acquired” company and Teamshares was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination is being treated as the equivalent of Teamshares issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Teamshares.
Under the terms of the Merger Agreement, Teamshares Stockholders as of the First Effective Time received shares of Combined Company Common Stock with an aggregate value equal to the Stockholder Merger Consideration, with the number of such Merger Consideration Shares to be determined based on a value of $10.00 per share. Other than Company Options which are in-the-money as of the First Effective Time, all Teamshares options, warrants and any other securities convertible or exchangeable for Teamshares shares that remain unexercised were terminated as of the First Effective Time. In addition, qualifying Earnout Participants received a right to certain Earnout Shares, if any such shares are issued upon the achievement, if any, of specified share price targets or other events or conditions which may occur during the post-Closing Earnout Period.
Teamshares has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances as of immediately following the Closing:
| • | The stockholders of Teamshares have the greatest voting interest in the Combined Company; |
| • | The stockholders of Teamshares have the ability to control decisions regarding election and removal of directors and officers of the Combined Company; |
| • | Teamshares’ operations prior to the Business Combination comprise the only ongoing operations of the Combined Company; |
| • | Teamshares’ existing senior management comprise the senior management of the Combined Company; and |
| • | Teamshares is the larger entity (relative to Live Oak) based on historical operating activity and its larger employee base. |
Additional Accounting Considerations
Teamshares is assessing the accounting related to the Business Combination and the treatment related to the following matters:
| • | Earnout Shares – Teamshares management is currently evaluating the accounting treatment related to the portion of the Earnout Shares attributed to Eligible Optionholders who satisfy the applicable eligibility criteria as of a Trigger Date. These are considered a separate unit of account from the Earnout Shares attributed to Teamshares Stockholders. For purposes of the unaudited pro forma condensed combined financial information, the company has preliminarily treated the portion of these Earnout Shares subject to continued service requirements as stock-based compensation and classified them as equity. However, the evaluation and finalization of accounting conclusions, including any related compensation expense, are ongoing and subject to change. |
| • | Live Oak Public Warrants and Private Warrants – Live Oak Public Warrants and Private Warrants are accounted for as equity instruments in the historical financial statements of Live Oak. Based on existing terms and no anticipated modifications, Teamshares management preliminarily expects that equity classification for the Public Warrants and Private Warrants will continue to be appropriate for the Combined Company warrants issued at Closing in respect of the Live Oak Public Warrants and Private Warrants; provided, that Teamshares management may continue to analyze this treatment, with final conclusions to be determined as described immediately below. |
| • | Contingent Payment to HBC—On December 23, 2025, certain subsidiaries of Teamshares entered into the HBC Credit Facility, which had approximately $33.9 million in principal outstanding as of March 31, 2026. As additional consideration for entering into the HBC Credit Facility, Teamshares agreed, pursuant to the HBC-Teamshares Fee Letter, to pay “HBC Fee” upon a future, post-Business Combination date, subject to and contingent upon the consummation of the proposed Business Combination, which HBC Fees may, in the discretion of Teamshares, be deliverable in the form of (i) shares of Combined Company Common Stock (with the number of such shares of Combined Company Common Stock to be determined based on the arithmetic average of the daily volume-weighted average trading price of shares of Company Common Stock during the seven (7) full trading days immediately preceding the date of issuance of such shares) or (ii) cash, in an amount equal to $1 million ; and provided, further, that Teamshares may be required to deliver the HBC Fees in cash if certain conditions set forth in the HBC-Teamshares Fee Letter are not satisfied in connection with the Business Combination or during the post-Closing period preceding the HBC Fee required payment date, in each case in accordance with the terms of the HBC-Teamshares Fee Letter. See Note 9, “Debt” to the Teamshares Inc. audited annual consolidated financial statements included elsewhere in this Proxy Statement/Prospectus for further discussion of the HBC Credit Facility. As of the date hereof, management has not concluded whether the $1.0 million liability will be paid in cash or in shares of common stock in the Combined Company. Therefore, for purposes of the pro forma presentation, management has reflected the $1.0 million base HBC Fee in the form of cash payment in the Unaudited Pro Forma Condensed Combined Balance Sheet to reflect the settlement of this liability, representing the minimum amount payable upon consummation of the Business Combination. Management of the Combined Company will finalize their election to settle this liability in cash or common stock in the Combined Company on the earlier of 1) 30 days following the effectiveness of the registration statement covering the resale of the Initial PIPE Shares or 2) one year following the Closing. |
Except to the extent otherwise noted above, the final accounting treatment related to the proposed Business Combination, including the accounting treatment of Earnout Shares, Public Warrants, and Private Placement Warrants and potential post-Closing HBC Fee obligations will be finalized by Teamshares and reported in the first reporting period following the consummation of the Business Combination.
Post-Transaction Reporting Consideration
After the Business Combination is consummated, Teamshares’ historical financial statements will replace those of Live Oak beginning with the filing of the financial statements that first include the Business Combination.
Pro forma Ownership after the Business Combination
The following presents the post-Closing share ownership of Combined Company outstanding shares immediately after the Closing excluding the dilutive effect of (i) shares of Combined Company Common Stock underlying the Assumed Vested Options, (ii) the Earnout Shares, (iii) the Founder Post-Closing Restricted Shares, (iv) the Combined Company Warrants issued at the Closing in respect of Live Oak Private Placement Warrants, and (v) the Combined Company Warrants issued at the Closing in respect of Live Oak Public Warrants.
| Equity Capitalization Summary |
Shares | % | ||||||
| Former Live Oak Public Shareholders |
561,341 | 1 | % | |||||
| Sponsor(1) |
3,450,000 | 5 | % | |||||
| Initial PIPE Investors(3) |
13,750,000 | 19 | % | |||||
| Teamshares Stockholders(2) |
49,435,918 | 69 | % | |||||
| SAFE Investors(4) |
751,343 | 1 | % | |||||
| FPA Investor(5) |
4,000,000 | 6 | % | |||||
| Other(6) |
37,171 | 0 | % | |||||
|
|
|
|
|
|||||
| Total |
71,985,774 | 100 | % | |||||
|
|
|
|
|
|||||
| (1) | Excludes (i) 1,150,000 Founder Post-Closing Restricted Shares, which are subject to vesting upon the occurrence of the Founder Share Tier I Share Price Target and Founder Share Tier II Share Price Target or upon the occurrence of a Qualifying Change of Control during the Founder Share Measurement Period; and (ii) 524,765 remaining Incentive Founder Shares. Live Oak used a total of 100,471 Incentive Founder Shares to incentivize commitments from certain investors in Financing Transactions, secure Trust Account non-redemption or backstop arrangements or otherwise provide support in connection with any financing transaction (inclusive of the SAFE Investor Founder Shares). |
| (2) | Represents shares in the Combined Company issued at Closing to Teamshares Stockholders in respect of outstanding Teamshares shares as of immediately prior to the First Effective Time, including, without limitation, any holders of Teamshares stock issued upon exchange or conversion of Company securities issued in Interim Period Financing Transactions, if any, and excludes Earnout Shares, as well as any Initial PIPE Shares issuable at the Closing to Teamshares PIPE Investors. For pro forma shares calculation purposes, Stockholder Merger Consideration has been allocated amongst the Teamshares Stockholders based on such holders’ anticipated Pro Rata Shares (as defined in the Merger Agreement) as of the First Effective Time, taking into account among other assumptions, that (i) holders of all of the outstanding shares of Company Series D-1 Preferred Stock, Company Series D-2 Preferred Stock, Company Series D-NV Preferred Stock, Company Series E Preferred Stock and Company Series E-NV Preferred Stock have elected to receive their liquidation preference, and based on actual Liquidation Preference Elections received by Teamshares from Eligible Preferred Holders as of the date of this Proxy Statement/Prospectus (including that holders of all of the outstanding shares of Company Series C-2 Preferred Stock have waived their Liquidation Preference Election rights and, instead, had their shares of Company Series C-2 Preferred Stock converted into shares of Company Common Stock in accordance with the Mandatory Conversion procedures described in further detail elsewhere in this Proxy Statement/Prospectus), and holders of a portion of the outstanding shares of Company Series C-1 Preferred Stock have made Liquidation Preference Elections and the remainder have Mandatory Conversion Elections, and that (ii) prior to the First Effective Time, outstanding Company Warrants to purchase 77,258 shares of Company Common Stock are net exercised for 48,988 shares of Company Common Stock prior to the First Effective Time. |
| (3) | Reflects consummation of the approximately $126.5 million Initial PIPE Investment transaction in accordance with the terms of the Initial PIPE Subscription Agreements and includes the issuance of 13,750,000 shares of Combined Company Common Stock to the Initial PIPE Investors (including Teamshares PIPE Investors). |
| (4) | Pursuant to the terms of the Teamshares SAFEs, each of such SAFEs automatically converts at the Closing into shares of the Combined Company Common Stock. |
| (5) | Represents shares held by the FPA Investor. |
| (6) | Represents Incentive Founder Shares issued to investors who entered into NRAs. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026 ($ in thousands)
| Live Oak (Historical) |
Teamshares (Historical) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| Assets |
||||||||||||||||||||
| Current Assets |
||||||||||||||||||||
| Cash and Cash Equivalents |
1,124 | 37,030 | 74,490 | (A | ) | 112,644 | ||||||||||||||
| Due from Sponsor |
1 | — | — | 1 | ||||||||||||||||
| Restricted Cash |
— | 10,801 | — | 10,801 | ||||||||||||||||
| Accounts Receivable, Net |
— | 23,049 | — | 23,049 | ||||||||||||||||
| Inventories |
— | 51,028 | — | 51,028 | ||||||||||||||||
| Prepaid Expenses |
80 | 3,036 | — | 3,116 | ||||||||||||||||
| Other Current Assets |
— | 2,186 | (1,120 | ) | (M | ) | 1,066 | |||||||||||||
| Total Current Assets |
1,206 | 127,129 | — | 201,705 | ||||||||||||||||
| Long Term Assets |
— | |||||||||||||||||||
| Restricted Cash |
— | 425 | — | 425 | ||||||||||||||||
| Property, Plant, and Equipment, Net |
— | 29,998 | — | 29,998 | ||||||||||||||||
| Operating Lease Right-Of-Use Assets, Net |
— | 93,517 | — | 93,517 | ||||||||||||||||
| Goodwill, Net |
— | 245,439 | — | 245,439 | ||||||||||||||||
| Internally Developed Software, Net |
— | 6,263 | — | 6,263 | ||||||||||||||||
| Trade Names, Net |
— | 12,346 | — | 12,346 | ||||||||||||||||
| Long-Term Prepaid Insurance |
— | — | — | — | ||||||||||||||||
| Other Assets |
— | 12,625 | — | 12,625 | ||||||||||||||||
| Marketable Securities Held in Trust Account |
241,144 | — | (241,144 | ) | (B | ) | — | |||||||||||||
| Total Long-Term Assets |
241,144 | 400,613 | — | 400,613 | ||||||||||||||||
| Total Assets |
242,350 | 527,742 | — | 602,318 | ||||||||||||||||
| Liabilities and Stockholders’ Equity |
||||||||||||||||||||
| Current Liabilities |
||||||||||||||||||||
| Accounts Payable |
— | 29,467 | (4,308 | ) | (L | ) | 25,159 | |||||||||||||
| Accrued Expenses |
1,777 | 10,830 | (1,777 | ) | (C | ) | 10,830 | |||||||||||||
| Accrued Offering Costs |
75 | — | (75 | ) | (C | ) | — | |||||||||||||
| Deferred Revenue |
— | 14,587 | — | 14,587 | ||||||||||||||||
| Contingent Consideration |
— | 2,408 | — | 2,408 | ||||||||||||||||
| Short-Term Debt and Current Portion of Long- Term Debt |
— | 214,175 | (37,060 | ) | (J | ) | 177,115 | |||||||||||||
| Current Portion of Operating Lease Obligations |
— | 9,079 | — | 9,079 | ||||||||||||||||
| Other Current Liabilities |
— | 12,567 | — | 12,567 | ||||||||||||||||
| Total Current Liabilities |
1,852 | 293,113 | — | 251,745 | ||||||||||||||||
| Long-Term Liabilities |
||||||||||||||||||||
| Warrant Liability |
— | 2,881 | (2,881 | ) | (N | ) | — | |||||||||||||
| Contingent Consideration |
— | 6,009 | — | 6,009 | ||||||||||||||||
| Long-Term Debt, Net |
— | 86,029 | — | 86,029 | ||||||||||||||||
| Long-Term Operating Lease Obligations |
— | 87,881 | — | 87,881 | ||||||||||||||||
| Other Long-Term Liabilities |
— | 9,903 | (4,100 | ) | (O | ) | 5,803 | |||||||||||||
| Teamshares Earnout Shares |
— | — | 41,622 | (I | ) | 41,622 | ||||||||||||||
| Deferred Founder Shares |
— | — | 14,646 | (K | ) | 14,646 | ||||||||||||||
| Deferred Advisory Fee |
6,900 | — | (6,900 | ) | (C | ) | — | |||||||||||||
| Deferred Underwriting Fee |
6,900 | — | (6,900 | ) | (C | ) | — | |||||||||||||
| PIPE Subscription Agreements Liability |
16,539 | — | (16,539 | ) | (Q | ) | — | |||||||||||||
| Forward Purchase Agreement Liability |
— | — | 8,083 | (R | ) | 8,083 | ||||||||||||||
| Total Long-Term Liabilities |
30,339 | 192,703 | — | 250,073 | ||||||||||||||||
| Total Liabilities |
32,191 | 485,816 | — | 501,818 | ||||||||||||||||
| Redeemable Noncontrolling Interests |
— | 1,762 | — | 1,762 | ||||||||||||||||
| Live Oak Class A Ordinary Shares Subject to Possible Redemption |
241,144 | — | (241,144 | ) | (D | ) | — | |||||||||||||
| Stockholders’ Equity |
||||||||||||||||||||
| Teamshares Common Stock |
— | — | — | (P | ) | — | ||||||||||||||
| Teamshares Preferred Stock |
— | — | — | (P | ) | — | ||||||||||||||
| Additional Paid-In Capital |
— | 328,634 | 58,696 | (G | ) | 387,330 | ||||||||||||||
| Accumulated Deficit |
(30,986 | ) | (284,652 | ) | 30,858 | (H | ) | (284,780 | ) | |||||||||||
| Accumulated Other Comprehensive Loss |
— | (1,298 | ) | — | (1,298 | ) | ||||||||||||||
| Live Oak Preference Shares |
— | — | — | — | ||||||||||||||||
| Live Oak Class A Ordinary Shares |
— | — | — | — | ||||||||||||||||
| Live Oak Class B Ordinary Shares |
1 | — | (1 | ) | (E | ) | — | |||||||||||||
| Combined Company Common Stock |
— | — | 6 | (F | ) | 6 | ||||||||||||||
| Total Stockholders’ Equity |
(30,985 | ) | 42,684 | — | 101,258 | |||||||||||||||
| Noncontrolling Interests |
— | (2,521 | ) | — | (2,521 | ) | ||||||||||||||
| Total Equity |
(30,985 | ) | 40,163 | — | 98,738 | |||||||||||||||
| Total Liabilities and Stockholders’ Equity |
242,350 | 527,742 | — | 602,318 | ||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Three Months Ended March 31, 2026 ($ in thousands except per share information)
| Live Oak (Historical) |
Teamshares (Historical) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| Revenue |
— | 121,039 | — | 121,039 | ||||||||||||||||
| Cost of Revenue |
— | 73,096 | — | 73,096 | ||||||||||||||||
| Gross Profit |
— | 47,943 | — | 47,943 | ||||||||||||||||
| Operating Expenses (Income) Depreciation |
— | 823 | — | 823 | ||||||||||||||||
| Amortization |
— | 1,704 | — | 1,704 | ||||||||||||||||
| Selling, General, and Administrative Expenses |
966 | 53,014 | 1,278 | (AA) | 55,258 | |||||||||||||||
| Goodwill Impairment |
— | — | — | — | ||||||||||||||||
| Loss (Gain) on Disposition of Assets |
— | (203 | ) | — | (203 | ) | ||||||||||||||
| Total Operating Expenses |
966 | 55,338 | — | 57,582 | ||||||||||||||||
| Loss from Operations |
(966 | ) | (7,395 | ) | — | (9,639 | ) | |||||||||||||
| Non-Operating Expenses (Income) |
||||||||||||||||||||
| Interest Expense, Net |
— | 15,364 | (6,604 | ) | (FF | ) | 8,760 | |||||||||||||
| Interest Earned on Marketable Securities Held in Trust Account |
(2,102 | ) | — | 2,102 | (BB | ) | — | |||||||||||||
| Change in Fair Value of Warrant Liability |
— | (41 | ) | 41 | (CC | ) | — | |||||||||||||
| Change in Fair Value of Contingent Consideration |
— | (3 | ) | — | (3 | ) | ||||||||||||||
| Other Non-Operating (Income) Expenses |
— | (297 | ) | — | (297 | ) | ||||||||||||||
| Subscription Agreements Liability |
1,265 | — | (1,265 | ) | (DD | ) | — | |||||||||||||
| Change in Fair Value of PIPE Subscription Agreements Liability |
— | — | — | — | ||||||||||||||||
| Initial Loss on Forward Purchase Agreement Liability |
— | — | — | — | ||||||||||||||||
| Total Non-Operating Expenses |
(837 | ) | 15,023 | — | 8,460 | |||||||||||||||
| Loss Before Income Taxes |
(129 | ) | (22,418 | ) | — | (18,099 | ) | |||||||||||||
| Income Tax Expense |
— | 359 | — | 359 | ||||||||||||||||
| Net Loss |
(129 | ) | (22,777 | ) | — | (18,458 | ) | |||||||||||||
| Net Loss Attributable to Noncontrolling Interests |
— | 100 | — | 100 | ||||||||||||||||
| Net Loss Attributable to the Combined Company |
— | (22,877 | ) | — | (18,558 | ) | ||||||||||||||
| Net Loss Attributable to the Common Stockholders |
(129 | ) | (22,813 | ) | — | (18,494 | ) | |||||||||||||
| Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted |
— | (19.42 | ) | — | (0.26 | ) | ||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year Ended December 31, 2025 ($ in thousands except per share information)
| Live Oak (Historical) |
Teamshares (Historical) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| Revenue |
— | 471,567 | — | 471,567 | ||||||||||||||||
| Cost of Revenue |
— | 288,467 | — | 288,467 | ||||||||||||||||
| Gross Profit |
— | 183,100 | — | 183,100 | ||||||||||||||||
| Operating Expenses (Income) |
||||||||||||||||||||
| Depreciation |
— | 3,086 | — | 3,086 | ||||||||||||||||
| Amortization |
— | 5,907 | — | 5,907 | ||||||||||||||||
| Selling, General, and Administrative Expenses |
2,214 | 191,421 | 12,592 | (AA | ) | 206,227 | ||||||||||||||
| Goodwill Impairment |
— | 19,412 | — | 19,412 | ||||||||||||||||
| Loss (Gain) on Disposition of Assets |
— | (5,418 | ) | — | (5,418 | ) | ||||||||||||||
| Advisory Fee |
6,900 | — | — | 6,900 | ||||||||||||||||
| Total Operating Expenses |
9,114 | 214,408 | — | 236,114 | ||||||||||||||||
| Loss from Operations |
(9,114 | ) | (31,308 | ) | — | (53,014 | ) | |||||||||||||
| Non-Operating Expenses (Income) |
||||||||||||||||||||
| Interest Expense, Net |
— | 31,191 | — | 31,191 | ||||||||||||||||
| Interest Earned on Marketable Securities Held in Trust Account |
(7,892 | ) | — | 7,892 | (BB | ) | — | |||||||||||||
| Loss on Extinguishment of Debt |
— | 4,642 | — | 4,642 | ||||||||||||||||
| Change in Fair Value of Warrant Liability |
— | (3,956 | ) | 3,956 | (CC | ) | — | |||||||||||||
| Change in Fair Value of Contingent Consideration |
— | 1,326 | — | 1,326 | ||||||||||||||||
| Other Non-Operating (Income) Expenses |
— | 1,284 | — | 1,284 | ||||||||||||||||
| Initial Loss on PIPE Subscription Agreements Liability |
15,582 | — | (15,582 | ) | (DD | ) | — | |||||||||||||
| Change in Fair Value of PIPE Subscription Agreements Liability |
(308 | ) | — | 308 | (DD | ) | — | |||||||||||||
| Initial Loss on Forward Purchase Agreement Liability |
— | — | 8,083 | (EE | ) | 8,083 | ||||||||||||||
| Total Non-Operating Expenses |
7,382 | 34,487 | — | 46,526 | ||||||||||||||||
| Loss Before Income Taxes |
(16,495 | ) | (65,795 | ) | — | (99,540 | ) | |||||||||||||
| Income Tax Expense |
562 | — | 562 | |||||||||||||||||
| Net Loss |
(16,495 | ) | (66,357 | ) | — | (100,102 | ) | |||||||||||||
| Net Loss Attributable to Noncontrolling Interests |
— | (439 | ) | — | (439 | ) | ||||||||||||||
| Net Loss Attributable to the Combined Company |
— | (65,918 | ) | — | (99,663 | ) | ||||||||||||||
| Net Loss Attributable to Common Stockholders |
(16,495 | ) | (65,670 | ) | — | (99,415 | ) | |||||||||||||
| Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted |
(0.66 | ) | (56.46 | ) | — | (1.38 | ) | |||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND YEAR ENDED DECEMBER 31, 2025
1. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the pro forma effects of the Business Combination contemplated by the Merger Agreement.
The unaudited pro forma condensed combined balance sheet gives effect to the Business Combination as if it had occurred on March 31, 2026, and the unaudited pro forma condensed combined statements of operations give effect to the Business Combination as if it had occurred on January 1, 2025, as this is the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances.
Notwithstanding the legal form of the transactions, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting:
| • | Teamshares was treated as the accounting acquirer; and |
| • | Live Oak was treated as the acquired company for financial reporting purposes. |
Accordingly, the pro forma financial statements represent a continuation of the financial statements of Teamshares, with the Business Combination treated as issuance of equity by Teamshares for the net assets of Live Oak accompanied by a recapitalization. Live Oak’s assets and liabilities will be recorded at historical cost, and no goodwill or intangible assets will be recognized.
Under the terms of the Merger Agreement, Teamshares stockholders as of the First Effective Time (after taking into account the effects of any Liquidation Preference Elections and, thereafter, after giving effect to the Company Preferred Stock Exchange required by the terms of the Merger Agreement) received 49,435,918 shares of Combined Company Common Stock with an aggregate value equal to the Stockholder Merger Consideration, based on a value of $10.00 per share. Other than Teamshares options which are in-the-money as of the First Effective Time, all Teamshares options, warrants and any other securities convertible or exchangeable for Teamshares shares were terminated as of the First Effective Time.
In addition, qualifying Earnout Participants received a right to certain Earnout Shares, if any such shares are issued to Earnout Participants upon the achievement, if any, of specified share price targets or other events or conditions which may occur during the post-Closing Earnout Period. The Deferred Founder Shares are subject to forfeiture and shall vest if certain Founder Share Triggering Events are achieved during the Founder Share Measurement Period. If none of the Founder Share Triggering Events occur during the Founder Share Measurement Period the Deferred Founder Shares will be forfeited.
Contemporaneously with execution of the Original Merger Agreement, Live Oak entered into Initial PIPE Subscription Agreements for the Initial PIPE Investment. The Initial PIPE Investment is reflected in the pro forma financial information.
Direct and incremental transaction costs incurred prior to or concurrent with the Closing are reflected as a reduction to accumulated deficit in the unaudited pro forma condensed combined balance sheet, to the extent such costs are factually supportable. Any amounts that remain contingent or uncertain have not been included.
The pro forma financial information includes only Transaction Accounting Adjustments required by Article 11 of Regulation S-X. The Company is subject to U.S. federal and state income taxes and files on a consolidated basis, aggregating relevant tax attributes in determining consolidated taxable income. In light of the Company’s significant NOL carryforwards, which are reflected in deferred tax assets, any incremental pro forma tax effects are not expected to be material, provided, however, that the extent to which Teamshares NOLs may be carried forward and relevant, in relation to the Company’s tax liabilities after the Closing, if at all, is not yet certain and Teamshares management continues to analyze the tax implications of the transaction, including relative to NOLs, as of the date of this Proxy Statement/Prospectus; accordingly, no pro forma income tax adjustments are presented. The Company’s primary current tax exposure is state income taxes, recorded as a component of current income tax expense. Management will reassess tax impacts, including the utilization and valuation of NOLs, upon Closing.
Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the Combined Company. They should be read in conjunction with the historical consolidated financial statements and notes thereto of Teamshares and Live Oak.
Based on its initial analysis, management did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies. Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Combined Company.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and the other transactions contemplated by the Merger Agreement and has been prepared for informational purposes only.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
Live Oak and Teamshares have not had any historical relationship prior to the Business Combination.
Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 reflects the following adjustments:
(A) Represents pro forma adjustments to cash to reflect the following:
| Investment held in Trust Account(1) |
48,149 | |||
| Proceeds from Initial PIPE Subscription Agreements(2) |
126,500 | |||
| Payment of accrued transaction costs by Live Oak(3) |
(15,731 | ) | ||
| Payment of accrued transaction costs by Teamshares(4) |
(7,358 | ) | ||
| Payment of the debt obligations concurrent with the merger(5) |
(37,060 | ) | ||
| Proceeds from Teamshares SAFEs subsequent to March 31, 2026(6) |
2,230 | |||
| Payment of the Prepayment Amount related to the Forward Purchase Agreement(7) |
(42,240 | ) | ||
| Total |
74,490 |
| (1) | Reflects the reclassification of cash equivalents held in the trust account inclusive of accrued interest and after giving effect to the impact of redemptions. See adjustment (B) for the corresponding offset. |
| (2) | Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock at $9.20 per share in the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (F)(1) for the corresponding offset to Combined Company Common Stock and adjustment (G)(2) for the corresponding offset to additional paid-in capital. |
| (3) | Reflects the payment of $15.7 million of transaction costs incurred by Live Oak, including: (i) $9.1 million of transaction costs that were incurred prior to March 31, 2026 that will be paid concurrent with the Merger, of which, $0.3 million were recorded as Deferred Underwriting Fee (reduced from $6.9 million), $6.9 million were recorded as Deferred Advisory Fee related to Live Oak’s Initial Public Offering, $1.8 million were recorded as Accrued Expenses, and $0.1 million were recorded as Accrued Offering Costs as of March 31, 2026. (See adjustment (C) for the corresponding offsets to these accounts). These costs were expensed as incurred. The $0.3 million Deferred Underwriting Fee is included in the approximately $4.1 million that Santander received pursuant to the terms of the Teamshares-Santander Advisory and Placement Agent Agreement. (ii) $6.7 million of transaction fees incurred after March 31, 2026, including the $3.8 million PIPE Placement Fee, and $2.9 million of legal and advisory fees. See adjustment (G)(10) for the corresponding offset. The $3.8 million PIPE Placement Fee is included in the approximately $4.1 million that Santander received pursuant to the terms of the Teamshares-Santander Advisory and Placement Agent Agreement. |
| (4) | Reflects the payment of $7.4 million of transaction costs incurred by Teamshares, including: (i) $2.2 million of transaction costs recorded in Accounts Payable as of March 31, 2026 payable concurrent with the Merger (See adjustment (L) for the offset to accounts payable). These fees include legal and advisory services directly supporting the preparation and filing of the registration statement. These fees were concurrently reclassified to a reduction in additional paid-in capital concurrent with the Closing, up to the gross proceeds of the offering. See adjustments (M) and (G)(9) for discussion of Other Current Assets and additional paid-in capital, respectively. Management evaluated the nature of all transaction-related costs in accordance with Staff Accounting Bulletin Topic 5.A and ASC 340 10-S99-1. (ii) A total of $2.1 million of transaction costs that were incurred prior to March 31, 2026 that were not directly attributable to the offering, and therefore were expensed as incurred. These fees include legal and advisory services related to the negotiation and structuring of the Merger Agreement, accounting and audit services for historical financial statements, and other professional services that are not directly attributable to the offering. These costs were recorded in Accounts Payable as of March 31, 2026 and were payable concurrently with the Merger. See adjustment (L) for the offset to accounts payable. (iii) $2.3 million of legal and advisory costs incurred after March 31, 2026 that are specific incremental costs directly attributable to the offering. The nature of these costs is consistent with those described in adjustment (A)(4)(i). See adjustment (G)(9) for the corresponding offset. (iv) $0.8 million of transaction costs incurred after March 31, 2026 that are not specific incremental costs directly attributable to the offering. The nature of these costs is consistent with those described in adjustment (A)(4)(ii). See adjustment (H)(3) for the corresponding offset. |
| (5) | Reflects the repayment of $33.9 million in connection with the maturity of the HBC Credit Facility which was paid upon the Closing (see adjustment (J)(1)), the payment of $1.0 million of HBC Fees in cash which will be payable upon the Closing (see adjustment (J)(2)), and the payment of $2.2 million of deferred consideration for an operating subsidiary that was acquired during 2025 which is required within 60 days of the Closing (see adjustment (J)(3)). |
| (6) | Reflects the proceeds of $2.2 million from Teamshares SAFEs that were received subsequent to March 31, 2026. See adjustment (F)(4) for the corresponding offset to Combined Company Common Stock and adjustment (G)(5) for the corresponding offset to additional paid-in capital. |
| (7) | Reflects the $42.2 million Prepayment Amount paid by the Combined Company to the FPA Investor as described in the Forward Purchase Agreement. See adjustment (G)(13) for the corresponding offset. |
| (B) | Reflects the reclassification of approximately $48.1 million of cash and investments held in the trust account as of March 31, 2026 that becomes available following the Business Combination, after giving effect to the impact of redemptions. See adjustment (A)(1) for the corresponding offset. |
| (C) | Reflects the payment of $0.3 million of deferred underwriter fees (reduced from $6.9 million after redemptions; see adjustment (G)(15)), $6.9 million of deferred advisory fees incurred during the Live Oak initial public offering due upon completion of the Business Combination, $0.1 million of Accrued Offering Costs, and $1.8 million of Accrued Expenses that were accrued by Live Oak as of March 31, 2026 (See adjustment (A)(3)(i) for the corresponding offsets). |
| (D) | Reflects the reclassification of 4,561,341 Live Oak public shares, subject to possible redemption, from mezzanine equity to permanent equity, after giving effect to the impact of redemptions of 18,438,659 shares. The unaudited pro forma condensed balance sheet reflects the reclassification with a corresponding increase of $48.1 million to additional paid in-capital (Adjustment (G)(1)) and an increase of an immaterial amount to Combined Company Common Stock (Adjustment (F)(5)). The corresponding offset for cash paid to redeeming shareholders is included in adjustment (B). |
| (E) | Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to Combined Company Common Stock in connection with the Business Combination. See adjustment (F)(6) for the corresponding offset to Combined Company Common Stock and adjustment (G)(6) for the corresponding offset to additional paid-in capital. |
| (F) | Represents pro forma adjustments to Combined Company Common Stock balance to reflect the following: |
| Issuance of Combined Company Common Stock from Initial PIPE financing per Initial PIPE Subscription Agreements(1) |
1 | |||
| Recapitalization of Teamshares preferred stock and common stock to Combined Company Common Stock(2) |
5 | |||
| Issuance of Combined Company Common Stock from exercised Teamshares Warrants(3) |
— | |||
| Issuance of Combined Company Common Stock from conversion of Teamshares SAFEs(4) |
— | |||
| Reclassification of Live Oak public shares subject to redemption, to permanent equity(5) |
— | |||
| Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to Combined Company Common Stock in connection with the Business Combination(6) |
— | |||
| Issuance of Incentive Founder Shares to investors who entered into NRAs (7) |
— | |||
| Total |
6 |
| (1) | Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock (par value of $0.0001 per share) at $9.20 per share in the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (A)(2) for the corresponding offset in cash and adjustment (G)(2) for the corresponding offset to additional paid-in capital. |
| (2) | Recapitalization of Teamshares preferred stock and common stock into 49,214,976 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (P) for the offset to Teamshares’ Common Stock and Preferred Stock Par Value and adjustment (G)(3) for the corresponding offset in additional paid-in capital. |
| (3) | Reflects the issuance of 220,942 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to exercised Teamshares Warrants. See adjustment (N) for the offset to warrant liability and adjustment (G)(4) for the offset to additional paid-in capital. |
| (4) | Reflects the issuance of 751,343 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to Teamshares SAFEs. $4.1 million of the SAFEs were received in 2025 and during the three months ended March 31, 2026 and $2.2 million were received subsequent to March 31, 2026. See adjustment (O) for the offset related to the SAFE liability as of March 31, 2026, adjustment (A)(6) for the SAFEs received subsequent to March 31, 2026, and adjustment (G)(5) for the offset to additional paid-in capital. |
| (5) | Reclassification of Live Oak public shares subject to redemption, after giving effect to the impact of redemptions, to permanent equity. This results in the issuance of 4,561,341 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (D) for the corresponding offset to Live Oak public shares subject to redemption and adjustment (G)(1) for the offset to additional paid-in capital. |
| (6) | Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to 3,450,000 shares of Combined Company Common Stock (par value of $0.0001 per share) in connection with the Business Combination. See adjustment (E) for offset to Live Oak Class B Ordinary Shares and adjustment (G)(6) for the corresponding offset to additional paid-in capital. |
| (7) | Reflects the issuance of 37,171 shares of Combined Company Common Stock (par value of $0.0001 per share) to investors who entered into non-redemption agreements (NRAs). See adjustment (E) for offset to Live Oak Class B Ordinary Shares. |
| (G) | Represents pro forma adjustments to additional paid-in capital balance to reflect the following: |
| Reclassification of Live Oak public shares subject to redemption, to permanent equity, and increase in par value of common stock(1) |
48,149 | |||
| Issuance of Combined Company Common Stock from Initial PIPE financing per Initial PIPE Subscription Agreements(2) |
126,499 | |||
| Recapitalization of Teamshares preferred stock and common stock to Combined Company Common Stock(3) |
(5 | ) | ||
| Issuance of Combined Company Common Stock from exercised Teamshares Warrants(4) |
2,209 | |||
| Issuance of Combined Company Common Stock from conversion of Teamshares SAFEs(5) |
6,330 | |||
| Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock in connection with the Closing) to Combined Company Common Stock in connection with the Business Combination(6) |
1 | |||
| Record offset for contingent consideration liability for Earnout Shares(7) |
(41,622 | ) | ||
| Record offset for contingent consideration liability for Deferred Founder Shares(8) |
(14,646 | ) | ||
| Reduction in APIC related to transaction costs directly attributable to the offering incurred by Teamshares(9) |
(3,370 | ) | ||
| Reduction in APIC related to costs incurred by Live Oak after March 31, 2026(10) |
(6,680 | ) | ||
| Elimination of Live Oak’s historical accumulated deficit(11) |
(30,986 | ) | ||
| Increase in APIC related to the elimination of gains and losses on Live Oak’s PIPE Subscription Agreements Liability(12) |
16,539 | |||
| Payment of the Prepayment Amount related to the Forward Purchase Agreement (13) |
(42,240 | ) | ||
| Reduction in APIC related to the fair value of the Forward Purchase Agreement Liability (14) |
(8,083 | ) | ||
| Increase in APIC related to the reduction of Santander Underwriting Fees (15) |
6,602 | |||
| Total |
58,696 |
| (1) | Reclassification of Live Oak Public Shares subject to redemption, after giving effect to the impact of redemptions, to permanent equity. This results in the issuance of 4,561,341 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (D) for the corresponding offset to Live Oak Public Shares subject to redemption and adjustment (F)(5) for the offset to Combined Company Common Stock. |
| (2) | Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock (par value of $0.0001 per share) at $9.20 per share upon consummation of the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (A)(2) for the corresponding offset in cash and adjustment (F)(1) for the corresponding offset to Combined Company Common Stock. |
| (3) | Recapitalization of shares of Teamshares preferred stock and common stock into 49,214,976 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (P) for the offset to Teamshares’ Common Stock and Preferred Stock Par Value and adjustment (F)(2) for the offset to Combined Company Common Stock. |
| (4) | Reflects the issuance of 220,942 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to exercised Teamshares Warrants. See adjustment (N) for the corresponding offset to warrant liability and adjustment (F)(3) for the corresponding offset to Combined Company Common Stock. |
| (5) | Reflects the issuance of 751,343 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to Teamshares SAFEs. $4.1 million of the SAFEs were received in 2025 and during the three months ended March 31, 2026 and $2.2 million were received subsequent to March 31, 2026. See adjustment (O) for the corresponding offset related to the SAFE liability as of March 31, 2026, adjustment (A)(6) for the SAFEs received subsequent to March 31, 2026, and adjustment (F)(4) for the corresponding offset to Combined Company Common Stock. |
| (6) | Conversion of Live Oak Class B Ordinary Shares (which, upon Domestication, became shares of Live Oak Class B Common Stock, corresponding, upon the Closing, to an equivalent number of shares of Combined Company Common Stock) to 3,450,000 shares of Combined Company Common Stock (par value of $0.0001 per share) in connection with the Business Combination. See adjustment (E) for offset to Live Oak Class B Ordinary Shares and adjustment (F)(6) for the offset to Combined Company Common Stock. |
| (7) | Reflects the offset for contingent consideration liability for Earnout Shares. See adjustment (I) for the corresponding offset. |
| (8) | Reflects the offset for contingent consideration liability for Deferred Founder Shares. See adjustment (K) for the corresponding offset. |
| (9) | Reflects $1.1 million of directly attributable transaction costs that are included within Other Current Assets of Teamshares and $2.3 million of specific incremental costs directly attributable to the transaction that were incurred after March 31, 2026 through the Closing Date. In accordance with SAB Topic 5.A., management concluded that transaction costs that are directly attributable to the Merger may be capitalized up to the gross proceeds of the offering, and that Live Oak’s Cash and cash equivalents represents the expected gross proceeds of the Merger. Therefore, directly attributable transaction costs in excess of Live Oak’s Cash and cash equivalents are expensed as incurred. See adjustment (M) for the corresponding offset to Other Current Assets and see adjustment (A)(4)(iii) for the corresponding offset to the $2.3 million of expected transaction costs subsequent to March 31, 2026. |
| (10) | Approximately $6.7 million of transaction costs were incurred by Live Oak after March 31, 2026, through the Closing Date. See adjustment (A)(3)(ii) for the corresponding offset. These transaction costs are included in this balance, as they would be charged to accumulated deficit of Live Oak and concurrently eliminated to additional paid-in capital. |
| (11) | Elimination of Live Oak’s historical accumulated deficit. See adjustment (H)(1) for the corresponding offset. |
| (12) | Elimination of gains and losses on Live Oak’s PIPE Subscription Agreements liability that were recorded in Live Oak’s historical accumulated deficit. See adjustment (Q) for the corresponding offset. |
| (13) | Reflects the payment of the Prepayment Amount related to the Forward Purchase Agreement. The Company believes that the substance of this payment is akin to a subscription receivable for shares in the Combined Company. As such, this payment has been presented as a reduction of Additional Paid-In Capital. See adjustment (A)(7) for the corresponding offset. |
| (14) | Reflects the fair value of the Forward Purchase Agreement Liability. See adjustment (R) for the corresponding offset. |
| (15) | Reflects the portion of the Deferred Underwriting Fee that was reduced after giving effect to the impact of redemptions. See adjustment (A)(3)(i) for corresponding offset to cash, and adjustment (C) for the corresponding offset to Deferred Underwriting Fee. |
| (H) | Represents pro forma adjustments to the accumulated deficit balance to reflect the following: |
| Elimination of Live Oak’s historical accumulated deficit(1) |
30,986 | |||
| Changes in accumulated deficit to reflect the gain on fair value of warrants due to the extinguishment of certain Teamshares warrants(2) |
672 | |||
| Changes in accumulated deficit for acquisition-related transaction expenses incurred by Teamshares that are not direct incremental costs attributable to the offering(3) |
(800 | ) | ||
| Total |
30,858 |
| (1) | Represents the elimination of Live Oak’s accumulated deficit, in connection with the reverse recapitalization including the adjustment for accrued transaction expenses. See adjustment (G)(11) for the corresponding offset. |
| (2) | Represents the changes in accumulated deficit to reflect the gain on fair value of warrants due to the extinguishment of certain Teamshares warrants. See adjustment (N) for the corresponding offset. |
| (3) | Represents the amount of acquisition-related transaction expenses incurred by Teamshares that are not direct incremental costs attributable to the offering. See adjustment (A)(4)(iv) for the corresponding offset. |
| (I) | Reflects the contingent consideration liability for the earnout shares for the eligible earnout participants. See adjustment (G)(7) for the corresponding offset. |
| (J) | Reflects the payment of the following debt obligations concurrent with the merger: |
| Reflects the repayment by Teamshares of amounts outstanding under the HBC Credit Facility concurrent with the Mergers.(1) |
(33,850 | ) | ||
| Reflects the payment by Teamshares of HBC Fees in cash concurrent with the Mergers. (2) |
(1,000 | ) | ||
| Reflects the payment of deferred consideration for an operating subsidiary that was acquired during 2025. This payment is required within 60 days of the Closing.(3) |
(2,210 | ) | ||
| Total |
(37,060 | ) |
| (1) | See adjustment (A)(5) for the corresponding offset. |
| (2) | See adjustment (A)(5) for the corresponding offset. |
| (3) | See adjustment (A)(5) for the corresponding offset. |
| (K) | Reflects the deferred liability for Deferred Founder Shares. See adjustment (G)(8) for the corresponding offset. |
| (L) | Reflects the payment of $4.3 million of accounts payable related to accrued transaction costs incurred by Teamshares prior to March 31, 2026. See adjustment (A)(4)(i) and (A)(4)(ii) for the corresponding offsets. |
| (M) | Reflects the reclassification of $1.1 million of transaction costs that were incurred in 2025 and during the three months ended March 31, 2026 by Teamshares that are directly attributable to the offering. These costs were recorded in Other Current Assets as of March 31, 2026 and were concurrently reclassified to a reduction in additional paid-in capital concurrent with the Closing. These fees include legal and advisory services directly supporting the preparation and filing of the registration statement. These costs were included in Accounts Payable as of March 31, 2026 (see adjustment (A)(4)(i)). See adjustment (G)(9) for the corresponding offset to additional paid-in capital. |
| (N) | Reflects the removal of warrant liability related to Teamshares warrants as a result of the transaction. Reflects $2.2 million of outstanding Teamshares warrants that were exercised prior to the First Effective Time and $0.7 million of warrants that were extinguished as they were not exercised by the holders prior to the Closing. For the exercised warrants, see adjustment (F)(3) for the corresponding offset to Combined Company Common Stock and adjustment (G)(4) for the corresponding offset to additional paid-in capital. For the extinguished warrants see adjustment (H)(2) for the corresponding offset. |
| (O) | Reflects the conversion of $4.1 million of liabilities related to Teamshares SAFEs that Teamshares entered into with unaffiliated investors. Pursuant to the terms of the SAFEs, the instruments automatically converted into shares of the Combined Company immediately upon consummation of the Business Combination. See adjustment (F)(4) for the corresponding offset to Combined Company Common Stock and adjustment (G)(5) for the corresponding offset to additional paid-in capital. |
| (P) | Reflects the conversion of Teamshares’ Common Stock and Preferred Stock Par Value that were exchanged in the Transaction for Combined Company Shares. See adjustment (F)(2) for the corresponding offset to Combined Company Common Stock and adjustment (G)(3) for the corresponding offset to additional paid-in capital. |
| (Q) | Reflects the removal of the Initial PIPE Subscription Agreements liability that is recorded by Live Oak. The Initial PIPE Investment closed concurrently with the consummation of the Business Combination. See adjustment (G)(12) for the corresponding offset. |
| (R) | Reflects the derivative liability that represents the estimated fair value of the Company’s settlement obligations under the Forward Purchase Agreement. The fair value of $8.1 million is based on the valuation of $2.02 per share using the Black-Scholes valuation model. See adjustment (G)(14) for the corresponding offset. The FPA Investor purchased 4,000,000 shares prior to the deadline described in the Forward Purchase Agreement. The prepayment amount of $42.2 million is based on the final redemption price of $10.56 per share. |
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025:
(AA) Represents pro forma adjustments related to selling, general, and administrative expense as follows:
| For the Three Months Ended March 31, 2026 |
For the Year Ended
December 31, 2025 |
|||||||
| Additional transaction costs not yet incurred by Teamshares that are not directly attributable to the offering, and therefore are expensed as incurred |
— | $ | 800 | |||||
| Additional transaction costs not yet incurred by Live Oak |
— | 6,680 | ||||||
| Stock-based compensation expense related to the earnout shares allocated to eligible optionholders |
1,278 | 5,112 | ||||||
| Total |
$ | 1,278 | $ | 12,592 | ||||
(BB) Reflects the elimination of interest income related to the investment held in the Trust Account.
(CC) Reflects the elimination of remeasurement gains and losses on Teamshares warrant liability.
(DD) Reflects the elimination of gains and losses on Live Oak’s PIPE Subscription Agreements liability
(EE) Reflects the initial fair value of the Forward Purchase Agreement Liability.
(FF) Reflects the elimination of interest expense related to the HBC Credit Facility. The HBC Credit Facility was required to be repaid in full upon the Closing. Therefore, for purposes of the pro forma presentation, no interest expense related to the HBC Credit Facility is recorded during the three months ended March 31, 2026.
Loss per share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented. When assuming the redemption scenario described above, this calculation is adjusted to eliminate such shares for the entire periods.
The unaudited pro forma condensed combined financial information has been prepared for the three months ended March 31, 2026 and for the year ended December 31, 2025 ($ in thousands except per share data):
| For the Three Months Ended March 31, 2026 |
For the Year Ended December 31, 2025 |
|||||||
| Pro Forma Net Loss Attributable to the Combined Company |
$ | (18,558 | ) | $ | (99,663 | ) | ||
| Rollover Shares Adjustment (1) |
$ | 64 | $ | 248 | ||||
| Pro Forma Net Loss Attributable to the Common Shareholders |
$ | (18,494 | ) | $ | (99,415 | ) | ||
| Weighted Average Common Shares Outstanding |
71,985,774 | 71,985,774 | ||||||
| Pro Forma Net Loss Per Share—Basic and Diluted (2) (3) |
$ | (0.26 | ) | $ | (1.38 | ) | ||
| Basic Weighted Average Shares Outstanding |
71,985,774 | 71,985,774 | ||||||
| Live Oak public shareholders |
561,341 | 561,341 | ||||||
| PIPE Investors |
13,750,000 | 13,750,000 | ||||||
| Sponsor |
3,450,000 | 3,450,000 | ||||||
| Teamshares Stockholders |
49,435,918 | 49,435,918 | ||||||
| SAFE Investors |
751,343 | 751,343 | ||||||
| FPA Investor |
4,000,000 | 4,000,000 | ||||||
| Other |
37,171 | 37,171 | ||||||
| (1) | During the three months ended March 31, 2026 and the year ended December 31, 2025, Teamshares repurchased certain Rollover Shares. The difference between the carrying value and the repurchase value on the repurchase date has been included as an adjustment to Net Loss Attributable to Common Stockholders. See Note 4, “Business Combinations” to the Teamshares Inc. audited annual consolidated financial statements included elsewhere in this Proxy Statement/Prospectus for further discussion of Rollover Shares. |
| (2) | The per share pro forma net loss per share excludes the impact of outstanding and unexercised warrants and options, as the inclusion of these instruments was anti-dilutive. |
| (3) | The per share pro forma net loss per share excludes the impact of the Earnout Shares and the Deferred Founder Shares, as the vesting conditions for these shares have not been met. Additionally, the inclusion of these shares would have been anti-dilutive if the vesting conditions had been met. |
Exhibit 99.2
Teamshares and Live Oak Acquisition Corp. V Complete Business Combination
June 19, 2026
NEW YORK, June 19, 2026 (GLOBE NEWSWIRE) — Teamshares Inc. (the “Company”), a tech-enabled acquiror of SMEs, today announced the completion of its previously announced business combination (the “Business Combination”) with Live Oak Acquisition Corp. V (NASDAQ: LOKV) (“Live Oak”), following approval by Live Oak shareholders at an extraordinary general meeting on June 16, 2026.
In connection with closing of the Business Combination, Teamshares received $126.5 million additional capital raised in a concurrent, common stock PIPE with certain institutional investors as well as certain members of Teamshares management (the “PIPE”), which has been funded following approval by Live Oak shareholders of the Business Combination.
In connection with the Business Combination, Ellenoff Grossman & Schole LLP served as U.S. legal counsel to Live Oak and Latham & Watkins LLP served as legal counsel to Teamshares. Ogier served as special Cayman Islands counsel to Live Oak.
Santander US Capital Markets LLC served as financial advisor and capital markets advisor to Teamshares, as well as the placement agent on the PIPE. Compass Point, Northland and Roth also served as capital markets advisors.
About Teamshares
Teamshares is a tech-enabled acquiror of SMEs, intending to be a permanent home when owners retire. Part holdco, part fintech, 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. Founded in 2019, Teamshares operates subsidiaries with consolidated revenue of $490 million across over 40 industries and 30 states. Learn more at https://www.teamshares.com/investors.
About Live Oak Acquisition Corp. V
Live Oak Acquisition Corp. V (NASDAQ: LOKV) is the fifth SPAC sponsored by Live Oak Merchant Partners, an experienced team of operators and investors with a track record of successful public-market combinations.
Contacts
Investor Relations: Investors@teamshares.com
Press: Press@teamshares.com
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