TMSWW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• The following discussion and analysis of the financial condition and results of operations of Teamshares includes information that Teamshares’ management believes is relevant to an assessment and understanding of Teamshares’ consolidated results of operations and financial condition. You should read…

• On November 14, 2025, Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”) entered into an Agreement and Plan of Merger, dated as of November 14, 2025 (as amended by the First Amendment dated April 1, 2026 and the Second Amendment dated May 13, 2026, the “Merger Agreement”) b…

• Unless the context otherwise requires, all references in this section to “we”, “us”, “our”, “Teamshares”, or the “Company” refer to Teamshares Inc. and its subsidiaries prior to the consummation of the SPAC Merger, and after the consummation of the SPAC Merger, Teamshares Inc. and its subsidiaries.

• Teamshares is a technology-enabled acquirer and operator of SMEs. Our acquisition criteria is primarily focused on companies for sale by retiring owners with approximately $0.5 million to $5.0 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). We leverage proprieta…

• We derive revenue and generate cash flow from the financial performance of our subsidiaries. Excess cash flow is systematically upstreamed to the platform and redeployed for new acquisitions and organic growth opportunities across our Operating Subsidiaries, which is expected to create a self-fundin…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combination and the financing thereof, and related matters, and the plans and objectives of Management for fut…

• The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”

• We are a blank check company incorporated in the Cayman Islands on November 27, 2024 for the purpose of effecting a Business Combination. Our Sponsor is Live Oak Sponsor V, LLC.

• We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete…

• Our IPO Registration Statement became effective on February 27, 2025. On March 3, 2025, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-h…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• We are exposed to market risk in the ordinary course of business. Market risk represents the risk of economic losses due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates.

• Borrowings under the i80 Facility as well as certain single company term loans bear interest at floating rates and are therefore subject to interest rate risk. As of June 30, 2026, the outstanding balance under the i80 Facility was $153.4 million. In addition, the Company had three single company te…

• Based on the outstanding variable rate borrowings as of June 30, 2026, a hypothetical 1% increase or decrease in interest rates, with all other variables held constant, would result in a change in quarterly interest expense of approximately $0.5 million.

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and …

• Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. D…

• Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June…

• Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2026 at the reasonable assurance level.

• There was no change in our internal control over financial reporting that occurred during the quarterly period ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. …

• In light of this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our unaudited condensed consolidated financial statements includin…

• We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and proc…

• There have been no changes to our internal control over financial reporting during the quarterly period ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• From time to time, we may be involved in various legal proceedings arising from the ordinary course of business activities. We are not presently a party to any litigation the outcome of which we believe, if determined adversely to us, would individually or taken together have a material adverse effe…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our subsidiaries, any of our officers or directors in their capacity as such, or against any of our property.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Our business, financial condition and operating results can be affected by a number of factors, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from pas…

• The Company’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s unaudited interim financial statements for the period ended June 30, 2026 contain …

• Teamshares’ historical financial statements have each been prepared under the assumption that we will continue as a going concern. The independent auditor for Teamshares issued a report on the audited financial statements for the periods ended December 31, 2025 and 2024 that includes an explanatory …

• If the Company is not able to refinance, extend, or repay the i80 Facility or its other near-term debt maturities on reasonable terms or at all, this may impair Teamshares’ ability to execute its business strategies, including, without limitation, potentially deferring or delaying the timelines or a…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) Annual Rep…

• For risks related to Teamshares and the Teamshares Business Combination, please see the Teamshares Registration Statement.

• Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition o…

• Military or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potenti…

• Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

• b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

• During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K).

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• During the quarterly period ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Reg…