{"url_path":"/sec/tms/8-k/2026-06-25/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","accession_number":"0001193125-26-283064","cik":"0002048951","ticker":"TMS","issuer_name":"Teamshares Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","primary_entity_key":"0002048951","primary_entity_name":"Teamshares Inc"},"word_count":2362,"has_tables":true,"body_markdown":"8-K\n\nTEAMSHARES INC --12-31 0002048951 false 0002048951 2026-06-18 2026-06-18 0002048951 us-gaap:CommonStockMember 2026-06-18 2026-06-18 0002048951 us-gaap:WarrantMember 2026-06-18 2026-06-18\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 OR 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): June 18, 2026\n\n \n\n \n\nTEAMSHARES INC.\n\n(Exact name of registrant as specified in its charter)\n\n \n\n \n\n \n\nDelaware\n \n001-42540\n \n61-2235506\n\n(State or other jurisdiction\nof incorporation)\n \n(Commission\nFile Number)\n \n(IRS Employer\nIdentification No.)\n\n214 Sullivan Street, 3B\n\nNew York, NY 10012\n\n(Address of principal executive offices, including zip code)\n\n(917) 310-2731\n\nRegistrant’s telephone number, including area code\n\nN/A\n\n(Former name or former address, if changed since last report)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\nSymbol(s)\n\n \n\nName of each exchange\non which registered\n\nCommon Stock, par value $0.0001 per share\n \nTMS\n \nThe Nasdaq Stock Market LLC\n\nWarrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share\n \nTMSWW\n \nThe Nasdaq Stock Market LLC\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ☒\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\nINTRODUCTORY NOTE\n\nTerms 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.\n\nThis 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.\n\nBusiness Combination\n\nAs 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”).\n\nOn 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.\n\nOverview of Transactions\n\nOn 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.\n\nOn 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”).\n\n \n\n \n\n1\n\nIn 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”). \n\nAs a result of the Mergers, and upon the Closing, pursuant to the terms of the Merger Agreement, among other things:\n\n \n\n \n•\n \n\nAll 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\n\n \n\n \n•\n \n\nAll 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\n\n \n\n \n•\n \n\nAll 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.\n\n \n\n \n•\n \n\nUnder 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.\n\nPursuant 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.\n\nCertain 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).\n\nIn 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.\n\n \n\n \n\n2\n\nPIPE Investment\n\nPursuant 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.”\n\nThe 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.\n\nSimple Agreements for Future Equity (SAFE) Investments\n\nIn 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).\n\nNon-Redemption Agreements\n\nIn 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.\n\nPursuant 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.\n\nA 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.\n\n \n\n \n\n3\n\nFor 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."}