Teamshares Inc (TMS) SEC Filings

Teamshares Inc. (TMS) received an amended Schedule 13G/A reporting that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman collectively beneficially owned 855,000 shares of Teamshares common stock as of June 30, 2026.

This position represents approximately 1.61% of the outstanding shares, based on 73,660,516 shares outstanding reported in Teamshares’ Form 10-Q filed on August 14, 2026. The reporting group has shared voting and dispositive power over all 855,000 shares and no sole voting or dispositive power, and confirms ownership of 5 percent or less of the class.

Teamshares Inc. is updating its S-1 prospectus to incorporate its latest quarterly results while registering a mixed offering consisting of a primary sale of 16,000,000 shares of common stock, a secondary sale of 19,663,254 shares, 4,500,000 warrants, and 4,500,000 shares issuable upon warrant exercise. Common stock and warrants trade on Nasdaq as TMS and TMSWW, which closed at $9.13 and $1.48 on August 14, 2026. For the quarter ended June 30, 2026, revenue was $148.7 million, up from $123.6 million a year earlier, and net income attributable to Teamshares was $9.2 million versus a prior-year loss. Cash and cash equivalents rose to $113.4 million, helped by a June 2026 SPAC merger that brought in $83.4 million of net cash. Total assets were $615.7 million and total debt $286.2 million.

The company discloses a going concern uncertainty: it has incurred negative operating cash flows and expects additional losses, and about $187.8 million of debt matures within 12 months of issuance of these financials, with current liquidity and forecast cash flows insufficient to repay it. Management is pursuing refinancing and potential capital raises but notes no assurance these plans will succeed.

Live Oak Acquisition Corp. V received an amended Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting that they no longer hold any Class A ordinary shares. Each reporting person now has 0 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power. The amendment confirms their ownership has fallen to 5 percent or less of the class.

Teamshares Inc received an amended ownership report from Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., who now report beneficial ownership of 479,167 Class A shares, representing 0.09% of the class. All voting and dispositive power over these shares is shared, with no sole voting or dispositive authority reported.

The amendment follows an internal reorganization effective June 30, 2026 and states that the reporting persons have ceased to be beneficial owners of more than five percent of Teamshares’ Class A common stock, constituting an exit filing from major-holder status. The shares are held for the accounts of several Harraden-managed investment funds.

Teamshares Inc. received an amended Schedule 13G/A from Aristeia Capital, L.L.C. stating that Aristeia no longer beneficially owns any of the company’s common stock. Aristeia reports ownership of 0 shares, representing 0.0% of the class, with no sole or shared voting or dispositive power over any shares.

The filing characterizes Aristeia as an institutional investment adviser organized in Delaware and confirms that its ownership has fallen to 5 percent or less of Teamshares’ common stock.

Teamshares Inc. reported Q2 2026 revenue of $148.7 million, up from $123.6 million a year earlier, driven mainly by product sales. Gross profit rose to $61.4 million, and the company recorded net income attributable to common stockholders of $9.1 million, versus a prior-year loss, helped by fair-value gains on earnout and warrant-related liabilities.

For the first six months, Teamshares still posted a net loss attributable to common stockholders of $13.6 million. Cash and cash equivalents increased to $113.4 million, supported by $159.5 million of SPAC merger proceeds, while total debt was $286.2 million. Management disclosed that substantial doubt exists about the company’s ability to continue as a going concern, citing negative operating cash flows and about $187.8 million of debt maturing within 12 months that current liquidity and forecast cash flows cannot cover without successful refinancing or new capital.

Teamshares Inc. reported strong growth for the quarter ended June 30, 2026. Revenue reached $148.7 million, up 20% year-over-year, while SME segment revenue and EBITDA also increased, reflecting both acquisitions and modest organic growth from existing subsidiaries.

The company generated quarterly net income of $9.5 million, a swing from a loss a year earlier, and delivered Adjusted EBITDA of $9.6 million, up 166% year-over-year. LTM Pro Forma Adjusted EBITDA was $21.2 million. Despite this, for the first six months of 2026 Teamshares still recorded a net loss of $13.3 million and negative free cash flow of $8.7 million, although both improved versus 2025.

Teamshares completed a business combination and PIPE that provided $132.4 million in gross proceeds and began trading on Nasdaq in June 2026. It repaid $33.9 million of debt in the quarter and a further $20.6 million afterward, ending June with $125.6 million in cash and cash equivalents and $615.7 million in total assets. The company has executed LOIs covering about $30 million of annual SME EBITDA and reaffirmed its 2026 Pro Forma Adjusted EBITDA guidance of $60 million, which assumes successful completion of additional financing transactions.

Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of Teamshares Inc common stock on a passive ownership basis. They report beneficial ownership of 4,065,634 shares of common stock, including 65,634 shares issuable upon exercise of warrants held by HB Strategies LLC.

This position represents 5.51% of Teamshares’ common stock, based on 73,660,538 shares outstanding as of June 18, 2026, as reported by the company. Voting and dispositive power over all reported shares is shared, with no sole voting or dispositive power reported. Mr. Gerber disclaims beneficial ownership of the securities held through the investment entities.

Teamshares Inc. has filed a mixed primary and resale shelf registration covering up to 16,000,000 shares of common stock issuable upon exercise of 16,000,000 warrants (4,500,000 private and 11,500,000 public) and a secondary offering of 19,663,254 shares of common stock plus 4,500,000 warrants held by selling securityholders. The resale shares equal about 26.7% of shares outstanding, creating potential stock overhang and volatility as lock-ups expire.

Teamshares will receive no proceeds from resale by selling holders, but would receive up to $184.0 million in cash if all warrants are exercised at $11.50, though cashless exercises would reduce this. Common stock and warrants trade on Nasdaq as “TMS” and “TMSWW,” which closed at $5.75 and $1.25 on July 27, 2026, below the warrant strike. Teamshares is an acquisition platform for small and mid-sized U.S. businesses, reporting over $400 million in consolidated revenue across more than 40 industries and 30 states, and completed a $525 million business combination with Live Oak Acquisition Corp. V that issued 52,500,000 shares plus up to 6,000,000 potential earnout shares tied to future share-price targets.