{"url_path":"/sec/tms/8-k/2026-06-25/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","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":1271,"has_tables":true,"body_markdown":"Item 9.01.\n\nFinancial Statements and Exhibits.\n\n(a) Financial Statements of Businesses Acquired.\n\nConsolidated Financial Statements\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\n(b) Pro Forma Financial Information.\n\nUnaudited Pro Forma Condensed Combined Financial Information\n\nThe 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.\n\n \n\n \n\n16\n\nThe 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.\n\n(d) Exhibits.\n\n \n\nExhibit\nNo.\n\n \n\nDescription\n\n 2.1**+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex2-1_liveoak5.htm)\n\n 2.2+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390026038865/ea028397801ex2-1.htm)\n\n 2.3+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390026038865/ea028397801ex10-1.htm)\n\n 3.1\n \n[Amended and Restated Certificate of Incorporation of Teamshares Inc. (including Certificate of Corporate Domestication). ](d148000dex31.htm)\n\n 3.2\n \n[Bylaws of Teamshares Inc.](d148000dex32.htm)\n\n 4.1+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025019604/ea023270601ex4-1_liveoak5.htm)\n\n 4.2\n \n[Specimen Common Stock Certificate of Teamshares Inc.](d148000dex42.htm)\n\n10.1+\n \n[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).](http://www.sec.gov/Archives/edgar/data/1783876/000119312526229758/d82890dex1014.htm)\n\n10.2(a)+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-6_liveoak5.htm)\n\n10.2(b)+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390026038865/ea028397801ex10-1.htm)\n\n10.3+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-2_liveoak5.htm)\n\n10.4+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-3_liveoak5.htm)\n\n10.5\n \n[Form of Employee Lock-Up Agreement.](d148000dex105.htm)\n\n10.6+\n \n[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).](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-5_liveoak5.htm)\n\n10.7+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-1_liveoak5.htm)\n\n10.8+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390025110418/ea026558201ex10-8_liveoak5.htm)\n\n \n\n \n\n17\n\nExhibit\nNo.\n\n \n\nDescription\n\n10.9+\n \n[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)](http://www.sec.gov/Archives/edgar/data/2048951/000121390026063827/ea029317801ex10-1.htm)\n\n10.10\n \n[Teamshares Inc. 2026 Incentive Award Plan.](d148000dex1010.htm)\n\n10.10(a)\n \n[Form of Stock Option Agreement under the Teamshares Inc. 2026 Incentive Award Plan.](d148000dex1010a.htm)\n\n10.10(b)\n \n[Form of Restricted Stock Unit Agreement under the Teamshares Inc. 2026 Incentive Award Plan.](d148000dex1010b.htm)\n\n10.11\n \n[Teamshares Inc. 2026 Employee Stock Purchase Plan.](d148000dex1011.htm)\n\n10.12\n \n[Teamshares Inc. 2020 Equity Incentive Plan.](d148000dex1012.htm)\n\n10.13\n \n[Form of Stock Option Agreement under the Teamshares Inc. 2020 Equity Incentive Plan.](d148000dex1013.htm)\n\n10.14\n \n[Employment Agreement, dated as of May 16, 2026, between Michael Brown and Teamshares Inc.](d148000dex1014.htm)\n\n10.15\n \n[Employment Agreement, dated as of May 16, 2026, between Brian Gaebe and Teamshares Inc.](d148000dex1015.htm)\n\n10.16\n \n[Employment Agreement, dated as of May 16, 2026, between Madhuri Kommareddi and Teamshares Inc.](d148000dex1016.htm)\n\n10.17\n \n[Form of Non-Redemption Agreement.](d148000dex1017.htm)\n\n16.1\n \n[Letter from WithumSmith+Brown, PC to the SEC, dated June 18, 2026.](d148000dex161.htm)\n\n21.1\n \n[List of Subsidiaries of Teamshares Inc.](d148000dex211.htm)\n\n99.1\n \n[Unaudited pro forma condensed combined financial information of the Company as of March 31, 2026, and for the three months ended March 31, 2026.](d148000dex991.htm)\n\n99.2\n \n[Press Release, dated June 19, 2026, announcing the closing of the Business Combination.](d148000dex992.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n**\n\nThe 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.\n\n+\n\nPreviously filed.\n\n \n\n18\n\nSIGNATURES\n\nPursuant 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.\n\nDate: June 25, 2026\n\n \n\nTEAMSHARES INC.\n\nBy:\n \n\n/s/ Brian Gaebe\n\nName:\n \nBrian Gaebe\n\nTitle:\n \nChief Financial Officer\n\n \n\n19"}