{"url_path":"/sec/tms/8-k/2026-06-25/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","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":4253,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe disclosure set forth under “Introductory Note” above is incorporated into this Item 2.01 by reference.\n\n \n\n \n\n5\n\nFORM 10 INFORMATION\n\nItem 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.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis 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.\n\nThese 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:\n\n \n\n \n•\n \n\nthe ability of the Company to realize the benefits expected from the Transactions;\n\n \n\n \n•\n \n\nthe ability to maintain the listing of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”);\n\n \n\n \n•\n \n\nthe ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;\n\n \n\n \n•\n \n\nthe future financial performance of the Company following the Business Combination;\n\n \n\n \n•\n \n\nthe Company’s ability to retain or recruit, or to effect changes required in, its officers, key employees or directors following the Business Combination;\n\n \n\n \n•\n \n\nthe Company’s ability to successfully acquire, integrate and grow small-to-medium-sized businesses and implement its tech-enabled employee ownership platform;\n\n \n\n \n•\n \n\nthe Company’s ability to comply with laws and regulations applicable to its business;\n\n \n\n \n•\n \n\nexpectations 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\n\n \n\n \n•\n \n\nother risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors”, which is incorporated herein by reference.\n\n \n\n \n\n6\n\nThese 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.\n\nBusiness\n\nThe 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.\n\nRisk Factors\n\nThe 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.\n\nFinancial Information\n\nThe 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.\n\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations\n\nManagement’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.\n\nAdditionally, 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.\n\nQuantitative and Qualitative Disclosures about Market Risk\n\nQuantitative 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.\n\nProperties\n\nReference is made to the disclosure contained in the Proxy Statement/Prospectus in the section titled “Information About Teamshares”, which is incorporated herein by reference.\n\n \n\n \n\n7\n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nThe following table sets forth beneficial ownership of Common Stock following the consummation of the Transactions by:\n\n \n\n \n•\n \n\neach person who is known to be the beneficial owner of more than 5% of the outstanding shares of Common Stock;\n\n \n\n \n•\n \n\neach of the Company’s current named executive officers and directors; and\n\n \n\n \n•\n \n\nall current executive officers and directors of the Company as a group.\n\nBeneficial 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.\n\nThe 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.\n\n \n\nName and Address of Beneficial Owner(1)\n\n  \nNumber of Shares of\nCommon Stock Beneficially\nOwned\n \n  \n%\n \n\n5% Holders\n\n  \n\n  \n\nT. Rowe Price (2)\n\n  \n \n13,043,478\n \n  \n \n17.7\n% \n\nKhosla Ventures (3)\n\n  \n \n7,498,171\n \n  \n \n10.2\n% \n\nQED Growth (4)\n\n  \n \n5,992,667\n \n  \n \n8.1\n% \n\nSpark Capital (5)\n\n  \n \n3,645,439\n \n  \n \n5.0\n% \n\nInspired Capital Partners (6)\n\n  \n \n4,585,000\n \n  \n \n6.2\n% \n\nSlow Ventures (7)\n\n  \n \n4,988,012\n \n  \n \n6.8\n% \n\nUSV (8)\n\n  \n \n4,028,647\n \n  \n \n5.5\n% \n\nHB Strategies LLC (9)\n\n  \n \n4,000,000\n \n  \n \n5.4\n% \n\nDirectors and Executive Officers of the Company\n\n  \n\n  \n\nMichael Brown (10)\n\n  \n \n1,243,684\n \n  \n \n1.7\n% \n\nKevin Shiiba (11)\n\n  \n \n924,974\n \n  \n \n1.3\n% \n\nAlex Eu (12)\n\n  \n \n702,783\n \n  \n \n1.0\n% \n\nMadhuri Kommareddi (13)\n\n  \n \n216,543\n \n  \n \n0.3\n% \n\nBrian Gaebe (14)\n\n  \n \n210,432\n \n  \n \n0.3\n% \n\nEvan Moore (15)\n\n  \n \n39,675\n \n  \n \n0.1\n% \n\nRichard J. Hendrix (16)\n\n  \n \n5,124,765\n \n  \n \n7.0\n% \n\nAdam J. Fishman\n\n  \n \n— \n \n  \n \n— \n \n\nAll directors and executive officers as a group (8 individuals)\n\n  \n \n8,462,854\n \n  \n \n11.5\n% \n\n \n\n*\n\nLess than one percent\n\n(1)\n\nUnless 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\n\n(2)\n\nThe business address of T. Rowe Price is 1307 Point Street Baltimore, MD 21231.\n\n(3)\n\nConsists 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\n\n \n\n8\n\n \nbe 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.\n\n(4)\n\nConsists 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.\n\n(5)\n\nConsists 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.\n\n(6)\n\nConsists 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.\n\n(7)\n\nConsists 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.\n\n(8)\n\nConsists 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.\n\n \n\n9\n\n(9)\n\nHudson 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.\n\n(10)\n\nIncludes 27,174 shares issued in connection with the PIPE Investment.\n\n(11)\n\nIncludes 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.\n\n(12)\n\nIncludes 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.\n\n(13)\n\nIncludes 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.\n\n(14)\n\nIncludes 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.\n\n(15)\n\nIncludes 11,870 shares in connection with the Teamshares SAFE Investment.\n\n(16)\n\nIncludes 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.\n\nDirectors and Executive Officers\n\nUpon 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.\n\nOn 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.\n\nOn 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.\n\nReference 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.\n\nDirector Independence\n\nThe 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.\n\n \n\n \n\n10\n\nExecutive & Director Compensation\n\nThe 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.\n\nOur named executive officers are Michael Brown (Chief Executive Officer), Brian Gaebe (Chief Financial Officer) and Madhuri Kommareddi (Chief Operating Officer).\n\nExecutive Employment Agreements\n\nIn 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.\n\nCompensation Committee Interlocks and Insider Participation\n\nInterlocks 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.\n\nCommittees of the Board of Directors\n\nEffective 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.\n\nEffective 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.\n\nThe Board also appointed Evan Moore, Richard J. Hendrix and Adam Fishman to serve on the Compensation Committee, with Evan Moore serving as chairperson.\n\nThe 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.\n\nEach 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).\n\nCertain Relationships and Related Party Transactions\n\nCertain 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.\n\nLegal Proceedings\n\nReference 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.\n\n \n\n \n\n11\n\nMarket Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters\n\nLive 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.\n\nDividends\n\nThe 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.\n\nInformation 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.\n\nSecurities Authorized for Issuance Under Equity Compensation Plans\n\nThe 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.\n\nRecent Sales of Unregistered Securities\n\nThe information set forth under Items 1.01 and 3.02 of this Current Report is incorporated herein by reference.\n\nDescription of Registrant’s Securities to Be Registered\n\nAs 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.\n\nCommon Stock\n\nA 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.\n\nWarrants\n\nA 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.\n\n \n\n \n\n12\n\nIndemnification of Directors and Officers\n\nInformation 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.\n\nFinancial Statements and Supplementary Data\n\nThe information set forth under Item 9.01 of this Current Report is incorporated herein by reference.\n\nChanges in and Disagreements with Accountants on Accounting and Financial Disclosure\n\nThe information set forth under Item 4.01 of this Current Report is incorporated herein by reference."}