{"url_path":"/sec/tms/8-k/2026-06-25/item-4-01","section_key":"item-4-01","section_title":"Item 4.01 Change in Registrant’s Certifying Accountant.","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":702,"has_tables":true,"body_markdown":"Item 4.01.\n\nChange in Registrant’s Certifying Accountant.\n\nFor 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.\n\n \n\n \n(a)\n\nDismissal of independent registered public accounting firm.\n\nOn 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.\n\nThe 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:\n\nWithum’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.”\n\n \n\n \n\n13\n\nDuring 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).\n\nThe 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.\n\n \n\n \n(b)\n\nDisclosures regarding the appointment of new independent registered public accounting firm.\n\nOn 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)."}