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424B3 1 d58823d424b3.htm 424B3 424B3

Filed pursuant to Rule 424(b)(3)

SEC File No. 333-297802

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated August 3, 2026)

LOGO

TEAMSHARES INC.

Primary Offering of

16,000,000 Shares of Common Stock

Secondary Offering of

19,663,254 Shares of Common Stock

4,500,000 Warrants to Purchase Shares of Common Stock

4,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus supplement updates, amends and supplements the prospectus dated August 3, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-297802). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information contained in our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “TMS” and “TMSWW,” respectively. On August 14, 2026, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $9.13 per share of Common Stock and $1.48 per Warrant.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus and other risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 17, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-42540

TEAMSHARES INC.

(Exact name of registrant as specified in its charter)


Delaware		61-2235506
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

214 Sullivan Street,	3B New York, NY	10012
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 310-2731

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	TMS	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share	TMSWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2026, there were 73,660,516 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

Table of contents


Part I - Financial Information			5

Item 1. Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Item 3. Quantitative and Qualitative Disclosures About Market Risk			54
Item 4. Controls and Procedures			54

Part II - Other Information			55

Item 1. Legal Proceedings			55
Item 1A. Risk Factors			55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			55
Item 3. Defaults Upon Senior Securities			56
Item 4. Mine Safety Disclosures			56
Item 5. Other Information			56
Item 6. Exhibits			57

Signatures			60

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements regarding our operations, our financial performance and our industry; our business strategy, business plan, and plans to drive long term sustainable shareholder value; and our expectations on revenue and cash generation. These forward-looking statements reflect the Company’s predictions, projections or expectations based upon currently available information and data. Our actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual outcomes or results to differ materially from those indicated by the forward-looking statements:

•

our ability to realize the benefits expected from the business combination pursuant to the 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”) by and among Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”), Catalyst Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Live Oak, Catalyst Sub 2 LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Live Oak, 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”);

•

our ability to maintain the listing of Teamshares common stock, par value $0.0001 per share (“Common Stock”) on Nasdaq;

•

our public securities’ potential liquidity and trading;

•

our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•

our ability to retain or recruit, or to effect changes required in, our officers, key employees or directors;

•

our reliance upon the efforts of our board of directors (the “Board”) and key personnel to be successful;

•

our limited operating history;

•

expectations regarding the time during which the Company will be an “emerging growth company”;

•

our ability to manage our growth effectively;

•

competition from existing or new companies;

•

our ability to successfully acquire, integrate and grow small-to-medium-sized enterprises (“SMEs”) and implement our tech-enabled employee ownership platform;

•

failure of the market to achieve the growth potential we expect;

•

our history of losses and ability to achieve profitability in the future;

•

our failure to comply with various laws and regulations relating to various aspects of our business and any changes in the funding levels of various governmental entities with which we do business;

•

our failure to protect the confidentiality of our trade secrets and know how;

•

our failure to comply with the terms of third-party open source software our systems utilize;

•

our ability to maintain an effective system of internal control over financial reporting;

•

costs and resources of operating as a public company;

•

unfavorable or no analyst research or reports; and

•

other factors detailed under the section entitled “Risk Factors” in our definitive proxy statement and final prospectus included in the Registration Statement on Form S-4 (File No. 333-294869), dated May 27, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2026 and declared effective by the SEC on May 27, 2026 (as supplemented on June 3, 2026, the “Proxy Statement/Prospectus”), and in this Quarterly Report.

These forward-looking statements are based on information available as of the date of this Quarterly Report and the Company’s management team’s 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 its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update, add or to otherwise correct any forward-looking statements 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.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Part I - Financial Information

Item 1. Financial Statements

Teamshares Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(dollars in thousands, except share amounts)


	June 30, 2026			December 31, 2025
Assets
Current Assets
Cash and Cash Equivalents	$	113,396		$	40,246
Restricted Cash		11,813			13,426
Accounts Receivable, Net		24,421			21,354
Inventories		57,323			46,405
Prepaid Expenses		3,027			2,870
Other Current Assets		1,038			3,052

Total Current Assets		211,018			127,352
Long-Term Assets
Restricted Cash		422			425
Property, Plant, and Equipment, Net		30,583			30,043
Operating Lease Right of Use Assets, Net		96,554			93,586
Goodwill, Net		246,781			244,743
Internally Developed Software, Net		5,464			6,769
Trade Names, Net		12,506			11,598
Other Assets		12,338			13,676

Total Long-Term Assets		404,648			400,840

Total Assets	$	615,667		$	528,193

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable	$	30,789		$	22,586
Accrued Expenses		12,369			10,562
Deferred Revenue		13,200			10,051
Contingent Consideration		2,686			3,151
Short-Term Debt and Current Portion of Long-Term Debt		207,193			200,147
Current Portion of Operating Lease Obligations		8,952			8,524
Other Current Liabilities		13,687			9,893

Total Current Liabilities		288,876			264,913
Long-Term Liabilities
Warrant Liability		—			2,922
Contingent Consideration		6,313			6,044
Long-Term Debt, Net		70,742			91,399
Long-Term Operating Lease Obligations		89,203			88,144
Earnout Share and Deferred Founder Share Liabilities (Note 11)		37,118			—
Forward Purchase Agreement Liability (Note 11)		10,390			—
Other Long-Term Liabilities		5,817			8,687

Total Long-Term Liabilities		219,583			197,196

Total Liabilities		508,459			462,109
Redeemable Noncontrolling Interests		1,890			2,451
Stockholders’ Equity
Common Stock, $0.0001 par value, 450,000,000 shares authorized, 71,985,735 issued and outstanding as of June 30, 2026; 97,899,711 shares authorized, 49,180,937 shares issued and outstanding as of December 31, 2025		7			5
Additional Paid-In Capital		385,873			327,839
Accumulated Deficit		(275,484	)		(261,775	)
Accumulated Other Comprehensive Loss		(1,875	)		(128	)

Total Stockholders’ Equity		108,521			65,941

Noncontrolling Interests		(3,204	)		(2,308	)

Total Equity		105,318			63,633

Total Liabilities and Stockholders’ Equity	$	615,667		$	528,193

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Teamshares Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands, except per share amounts)


	For the Three Months Ended						For the Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
Revenue:
Products	$	112,545		$	85,249		$	202,086		$	156,172
Services		36,116			38,325			67,613			69,946

Total Revenue		148,660			123,574			269,699			226,118
Cost of Revenue:
Products		67,143			52,173			122,453			96,827
Services		20,099			22,326			37,885			41,314

Total Cost of Revenue		87,242			74,498			160,338			138,142

Gross Profit		61,418			49,076			109,362			87,976
Operating Expenses
Depreciation		1,107			822			1,930			1,659
Amortization		1,719			1,469			3,423			2,882
Selling, General, and Administrative Expenses		55,263			47,326			108,277			93,115
Goodwill Impairment		—			3,845			—			6,826
Loss on Disposition of Assets		334			415			131			850

Total Operating Expenses		58,422			53,877			113,761			105,332

Income (Loss) from Operations		2,996			(4,801	)		(4,399	)		(17,356	)
Non-Operating Expenses (Income)
Interest Expense, Net		10,167			7,785			25,531			15,089
Change in Fair Value of Earnout Share and Deferred Founder Share Liabilities (Note 11)		(24,884	)		—			(24,884	)		—
Change in Fair Value of Forward Purchase Agreement Liability (Note 11)		5,003			—			5,003			—
Loss on the Conversion of SAFE Notes (Note 11)		2,175			—			2,175			—
Change in Fair Value of Warrant Liability		(380	)		(109	)		(421	)		(434	)
Change in Fair Value of Contingent Consideration		889			437			886			260
Other Non-Operating Expense (Income), Net		(103	)		(169	)		(399	)		1,682

Total Non-Operating Expenses (Income), Net		(7,131	)		7,944			7,892			16,598

Income (Loss) Before Income Taxes		10,127			(12,745	)		(12,291	)		(33,953	)
Income Tax Expense		601			109			960			290

Net Income (Loss)		9,526			(12,854	)		(13,251	)		(34,243	)
Net Income (Loss) Attributable to Noncontrolling Interests		358			(16	)		458			(76	)

Net Income (Loss) Attributable to Teamshares Inc.	$	9,168		$	(12,838	)	$	(13,709	)	$	(34,167	)

Net Income (Loss) Attributable to Common Stockholders	$	9,129		$	(12,838	)	$	(13,645	)	$	(34,102	)

Basic Earnings (Loss) Per Share Attributable to Common Stockholders	$	0.17		$	(0.26	)	$	(0.27	)	$	(0.69	)
Diluted Earnings (Loss) Per Share Attributable to Common Stockholders	$	0.16		$	(0.26	)	$	(0.27	)	$	(0.69	)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Teamshares Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Dollars in thousands)


	For the Three Months Ended						For the Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
Net Income (Loss)	$	9,526		$	(12,854	)	$	(13,251	)	$	(34,243	)
Other Comprehensive Income (Loss), net of tax:
Foreign Currency Translation		(577	)		(29	)		(1,747	)		(50	)

Other Comprehensive Income (Loss)		(577	)		(29	)		(1,747	)		(50	)

Comprehensive Income (Loss) Including Noncontrolling Interests		8,949			(12,883	)		(14,998	)		(34,294	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		358			(16	)		458			(76	)

Comprehensive Income (Loss) Attributable to Teamshares Inc.	$	8,591		$	(12,867	)	$	(15,456	)	$	(34,218	)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Teamshares Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

For the Three and Six Months ended June 30, 2026 and 2025

(In thousands except shares and par value)


	Redeemable Noncontrolling Interest			Preferred Stock						Common Stock				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Amount			Shares			Par Value			Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2024	$	4,194			7,740,549		$	77			1,162,180	$	12	$	324,199		$	(195,856	)	$	(159	)	$	128,183		$	(476	)	$	127,708
Retroactive application of the recapitalization		—			(7,740,549	)		(77	)		47,827,361		4,887		(5	)		—			—			—			—			—

Adjusted Balance - January 1, 2025		4,194			—			—			48,989,541		4,899		324,194			(195,856	)		(159	)		128,183			(476	)		127,708
Exercise of Common Stock Options for Cash		—			—			—			81		—		1			—			—			1			—			1
Issuance of Series E-1 Convertible Preferred Stock, Net (converted to Company Common Stock at the Closing)		—			—			—			99,680		100		1,000			—			—			1,000			—			1,000
Stock-Based Compensation		—			—			—			—		—		611			—			—			611			375			986
Dividends to Noncontrolling Interests		(18	)		—			—			—		—		—			—			—			—			(224	)		(224	)
Noncontrolling Interest Repurchases and Adjustments		(65	)		—			—			—		—		—			—			—			—			(409	)		(409	)
Net Income (Loss)		121			—			—			—		—		—			(21,330	)		—			(21,330	)		(181	)		(21,511	)
Other Comprehensive Loss		—			—			—			—		—		—			—			(21	)		(21	)		—			(21	)
Balances, March 31, 2025		4,232			—			—			49,089,302		4,999		325,806			(217,186	)		(180	)		108,444			(914	)		107,530

Exercise of Common Stock Options for Cash		—			—			—			59		—		—			—			—			—			—			—
Issuance of Series E-1 Convertible Preferred Stock, Net (converted to Company Common Stock at the Closing)		—			—			—			35,309		4		350			—			—			350			—			350
Stock-Based Compensation		—			—			—			—		—		573			—			—			573			391			964
Dividends to Noncontrolling Interests		(29	)		—			—			—		—		—			—			—			—			(349	)		(349	)
Noncontrolling Interest Repurchases and Adjustments		(624	)		—			—			—		—		—			—			—			—			(289	)		(289	)
Net Income (Loss)		14			—			—			—		—		—			(12,838	)		—			(12,838	)		(30	)		(12,868	)
Other Comprehensive Loss		—			—			—			—		—		—			—			(29	)		(29	)		—			(29	)

Balances, June 30, 2025	$	3,593			—		$	—			49,124,670	$	5,002	$	326,729		$	(230,024	)	$	(210	)	$	96,501		$	(1,191	)	$	95,310


	Redeemable Noncontrolling Interest			Preferred Stock						Common Stock				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Amount			Shares			Par Value			Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2025	$	2,451			7,758,235		$	78			1,174,429	$	12	$	327,843		$	(261,775	)	$	(128	)	$	65,941		$	(2,308	)	$	63,633
Retroactive application of the recapitalization		—			(7,758,235	)		(78	)		48,006,508		4,907		(5	)		—			—			—			—			—

Adjusted balances, January 1, 2026		2,451			—			—			49,180,937		4,919		327,839			(261,775	)		(128	)		65,941			(2,308	)		63,633
Stock-Based Compensation		—			—			—			—		—		627			—			—			627			310			936
Dividends to Noncontrolling Interests		(11	)		—			—			—		—		—			—			—			—			(412	)		(412	)
Noncontrolling Interest Repurchases and Adjustments		(682	)		—			—			—		—		164			—			—			164			(207	)		(43	)
Net (Loss) Income		4			—			—			—		—		—			(22,877	)		—			(22,877	)		96			(22,781	)
Other Comprehensive Loss		—			—			—			—		—		—			—			(1,170	)		(1,170	)		—			(1,170	)
Balances, March 31, 2026		1,762			—			—			49,180,937		4,919		328,629			(284,652	)		(1,298	)		42,684			(2,521	)		40,163

Merger and PIPE Financing, net (Note 3)		—			—			—			18,311,605		1,831		112,871			—			—			112,873			—			112,873
Conversion of Live Oak Class B Common Stock (Note 3)		—			—			—			3,450,000		345		—			—			—			—			—			—
Conversion of SAFE Notes and Issuance of Sponsor Incentive Shares to SAFE Investors (Note 3)		—			—			—			751,343		75		8,505			—			—			8,505			—			8,505
Issuance of Sponsor Incentive Shares to NRA Investors (Note 3)		—			—			—			37,136		4		—			—			—			—			—			—
Conversion of Legacy Teamshares Series B Warrants to Legacy Teamshares Common Stock (Note 3)		—			—			—			220,943		22		2,501			—			—			2,501			—			2,501
Initial Value of Earnout Shares and Deferred Founder Shares (Note 11)		—			—			—			—		—		(62,001	)		—			—			(62,001	)		—			(62,001	)
Initial Value of the Forward Purchase Agreement Liability (Note 11)		—			—			—			—		—		(5,386	)		—			—			(5,386	)		—			(5,386	)
Stock-Based Compensation		—			—			—			—		—		745			—			—			745			334			1,079
Exercise of Common Stock Options for Cash		—			—			—			33,771		3		10			—			—			10			—			10
Dividends to Noncontrolling Interests		(15	)		—			—			—		—		—			—			—			—			(425	)		(425	)
Noncontrolling Interest Repurchases and Adjustments		—			—			—			—		—		—			—			—			—			(808	)		(808	)
Net (Loss) Income		143			—			—			—		—		—			9,168			—			9,168			215			9,383
Other Comprehensive Loss		—			—			—			—		—		—			—			(577	)		(577	)		—			(577	)

Balances, June 30, 2026	$	1,890			—		$	—			71,985,735	$	7,199	$	385,873		$	(275,484	)	$	(1,875	)	$	108,521		$	(3,204	)	$	105,318

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Teamshares Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)


	For the Six Months Ended
	June 30, 2026			June 30, 2025
Cash Flows From Operating Activities
Net Loss	$	(13,251	)	$	(34,243	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization		6,269			5,704
Non-Cash Stock-Based Compensation Expense		2,016			1,950
Non-Cash Interest Expense		9,304			1,105
Goodwill Impairment		—			6,826
Loss on Disposition of Assets		131			850
Loss on the Conversion of SAFE Notes		2,175		$	—
Change in Fair Value of Earnout Shares and Deferred Founder Shares		(24,884	)	$	—
Change in Fair Value of Forward Purchase Agreement Liability		5,003		$	—
Change in Fair Value of Warrant Liability		(421	)	$	(434	)
Change in Fair Value of Contingent Consideration, Net of Payments		408		$	(501	)
Change in Fair Value of the Former Owner Loan		600		$	—
Changes in Operating Assets and Liabilities, Net of Acquisitions:
Inventory		(1,457	)	$	(3,360	)
Accounts Receivable		(2,858	)		(1,649	)
Other Assets		1,986			(780	)
Accounts Payable		5,589			(2,453	)
Other Liabilities		4,320			(579	)

Net Cash Used in Operating Activities		(5,068	)		(27,563	)
Cash Flows From Investing Activities
Capital Expenditures		(2,960	)		(1,779	)
Business Acquisitions, Net of Cash Received		(4,488	)		(10,399	)
Additions to Internally Developed Software		(709	)		(1,481	)

Net Cash Used in Investing Activities		(8,157	)		(13,659	)
Cash Flows From Financing Activities
Borrowings Under Credit Facilities		3,000			3,188
Repayments Under Credit Facilities		(33,850	)		—
Borrowings Under Other Debt Instruments		5,089			16,286
Repayments of Other Debt Instruments		(5,371	)		(3,435	)
Issuance of SAFE Notes		3,330			—
Proceeds from Issuance of Preferred Stock, Net (converted to Company Common Stock at the Closing)		—			1,350
Forward Purchase Agreement Prepayment (Note 11)		(42,240	)		—
Proceeds from SPAC Merger, Net (Note 3)		159,487			—
Payment of Transaction Costs Directly Attributable to the SPAC Merger (Note 3)		(1,116	)		—
Exercise of Common Stock for Cash		10			—
Dividends to Noncontrolling Interests		(862	)		(620	)
Acquisitions of Noncontrolling Interests		(1,532	)		(1,540	)
Payments of Debt Issuance Costs		(214	)		—


Contingent Consideration Payments		(794	)		(144	)

Net Cash Provided by Financing Activities		84,937			15,085
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(178	)		—
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		71,534			(26,137	)

Cash, Cash Equivalents and Restricted Cash at Beginning of Period		54,097			75,509

Cash, Cash Equivalents and Restricted Cash at End of Period		125,631			49,371

Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	17,266		$	14,214
Income Taxes Paid	$	819		$	570
Supplemental Non-Cash Activity:
Debt Assumed to Acquire Operating Subsidiaries (Note 5)	$	11,000		$	25,550
Conversion of Legacy Teamshares Series B Warrants into Legacy Teamshares Common Stock (Note 3)	$	2,501		$	—
Conversion of SAFE Notes into Company Common Stock and Issuance of Incentive Founder Shares to SAFE Investors (Note 3)	$	8,505		$	—

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 1 — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Teamshares Inc. and its subsidiaries (“Teamshares” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with Article 10 of Regulation S-X. In the opinion of management, the condensed consolidated financial statements include all of the adjustments necessary for a fair statement in conformity with U.S. GAAP. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

On June 18, 2026, Live Oak consummated a business combination with Legacy Teamshares, as further described under “Merger and Reverse Recapitalization” below. Unless otherwise noted or the context otherwise requires, references to the “Company,” “Teamshares,” “we,” “us,” or “our” refer to the business of Legacy Teamshares and its subsidiaries prior to the consummation of the business combination and, after the consummation of the business combination, to Teamshares Inc. and its subsidiaries.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities for which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Unless otherwise noted, amounts are reported in thousands within this Quarterly Report, and therefore, certain columns and rows within tables in this report may not sum due to rounding.

The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus.

There have been no material changes to the Company’s significant accounting policies, as disclosed in Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus, except as described in Notes 3, 11, and 13.

As of June 30, 2026, Teamshares had 93 active Operating Subsidiaries (as defined in Note 1 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus), 90 of which are located in the United States and 3 of which are located outside of the United States.

Going Concern

These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three and six months ended June 30, 2026 and the year ended December 31, 2025, the Company has incurred negative cash flows from operations due to corporate overhead and interest expense exceeding cash flows from Operating Subsidiaries. Based on current conditions that assume no additional acquisitions, refinancing of indebtedness, or other actions to improve liquidity or reduce expenditures, additional losses are expected for the next 12 months after the financial statements are available to be issued. Furthermore, the Company has debt of $187.8 million that will mature within the next 12 months after the financial statements are available to be issued, and the Company’s existing liquidity and forecasted cash flows are not sufficient to repay this debt. As a result, substantial doubt exists about the Company’s ability to continue as a going concern.

Management’s plans to alleviate these conditions include, but are not limited to, the refinancing certain of its indebtedness, including the i80 Facility (see Note 10) that matures in December 2026. Teamshares continues to evaluate debt refinancing alternatives and expects to pursue a solution that strengthens its balance sheet and supports its long-term growth strategy.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

The Company has received several non-binding term sheets from lenders to refinance a significant portion of its existing indebtedness. The non-binding term sheets remain subject to definitive documentation and customary closing conditions, and there can be no assurance that any of these alternatives will be consummated on the contemplated terms or at all. Additionally, the Company may seek to raise additional capital through public or private issuances of equity or equity-linked securities. Any future equity issuances would be subject to market conditions, the availability and cost of capital and other relevant considerations. Although management is pursuing these plans, there can be no assurance they will be successfully implemented or that they will be able to mitigate the substantial doubt regarding its ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, such as adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Merger and Reverse Recapitalization

On November 14, 2025, the Company entered into an agreement and plan of merger (as amended, the “Merger Agreement”) with Live Oak, Live Oak Sponsor V LLC, Catalyst Sub Inc. (“Merger Sub”), and Catalyst Sub 2 LLC (“Merger Sub II”). Live Oak was a publicly traded special purpose acquisition company (“SPAC”).

On June 18, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, Live Oak, Merger Sub, Merger Sub II, and Legacy Teamshares consummated the transactions contemplated by the Merger Agreement and its related agreements (the “Closing”), 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”) as a wholly-owned subsidiary of Live Oak, and (iii) immediately thereafter, the Surviving Corporation merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly-owned subsidiary of Live Oak (collectively the “SPAC Merger”). On the Closing Date, Live Oak filed a 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”).

Pursuant to the Merger Agreement, the aggregate merger consideration paid to the holders of securities of Legacy Teamshares was $525.0 million, paid in newly issued shares of the combined company (“Company Common Stock”) and options to purchase shares of the Company, valued at $10.00 per share. Upon the Closing, all of the issued and outstanding Legacy Teamshares Common Stock and Legacy Teamshares Preferred Stock were automatically cancelled and ceased to exist in exchange for the rights of each holder to receive its pro rata share of merger consideration. Beginning on June 23, 2026, the Company Common Stock and warrants trade on Nasdaq under the ticker symbols “TMS” and “TMSWW”, respectively.

See Note 3 for disclosure of the transactions that occurred in anticipation of the SPAC Merger and upon the Closing.

Accounting for the SPAC Merger

The SPAC Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Live Oak was treated as the “acquired” company and Legacy Teamshares was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the SPAC Merger is being treated as the equivalent of Legacy Teamshares issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the SPAC Merger will be presented as those of Legacy Teamshares.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Emerging Growth Company Status

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

NOTE 2 — New Accounting Pronouncements

New Accounting Pronouncement Not Adopted as of December 31, 2025: In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2025, and will result in additional disclosures beginning with the Company’s 2026 annual reporting.

NOTE 3 — Reverse Recapitalization

In anticipation of the SPAC Merger, the following transactions occurred prior to the Closing:

On November 14, 2025, Live Oak entered into subscription agreements with certain investors (the “Initial PIPE Investors”) pursuant to which the Initial PIPE Investors agreed to purchase 13,749,994 Live Oak common shares for aggregate proceeds of approximately $126.5 million, in a transaction to be consummated concurrently with the Closing;

The Sponsor designated 1,150,000 Live Oak Class B Ordinary Shares as incentive founder shares (“Incentive Founder Shares”) that were eligible to be used to incentivize commitments from investors. Based on the terms of the Merger Agreement, 50% of unutilized Incentive Founder Shares were forfeited upon the Closing, and 50% of unutilized Incentive Founder Shares are converted to Deferred Founder Shares (as defined below). Utilized Incentive Founder Shares were converted to Company Common Stock upon the Closing;

During the period between December 2025 and May 2026 Legacy Teamshares entered into Simple Agreements for Future Equity (“SAFE Notes”) for aggregate proceeds of approximately $6.3 million. Refer to Note 11.

Live Oak entered into non-redemption agreements (the “Non-Redemption Agreements”), dated as of June 5, 2026, with unaffiliated third-party stockholders of Live Oak (the “NRA Investors”). Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 common shares of Live Oak. In exchange for the NRA Investors’ commitment to not redeem these shares, Live Oak agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,136 Incentive Founder Shares;

On June 1, 2026, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC (the “FPA Investor”) for an over-the-counter equity prepaid forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the FPA Investor purchased 4,000,000 shares of Live Oak common stock (the “FPA Shares”) on the open market prior to the Closing. The 4,000,000 shares were not redeemed pursuant to the terms of the Forward Purchase Agreement, and were subsequently converted into Company Common Stock upon the Closing. Upon consummation of the SPAC Merger, a portion of

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

the funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “Live Oak Trust Account”) were used to make a $42.2 million payment (the “Prepayment Amount”) to the FPA Investor. The substance of the Prepayment Amount is akin to a subscription receivable for Company Common Stock, and therefore the payment of the Prepayment Amount has been presented as a reduction of Additional Paid-In Capital. Refer to Note 11.

As a result of the SPAC Merger, and upon the Closing, pursuant to the terms of the Merger Agreement:

All of the issued and outstanding Legacy Teamshares Common Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Company Common Stock at an exchange ratio of approximately 4.510 (the “Exchange Ratio”);

All 3,450,000 shares of Live Oak Class B shares were converted into Live Oak Class B common stock pursuant to the Domestication and subsequently converted into Company Common Stock at a one-to-one ratio;

All of the issued and outstanding shares of Legacy Teamshares Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-AA Preferred Stock, Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-2 Preferred Stock, and holders of 1,538,481 shares of Legacy Teamshares Series C-1 Preferred Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Legacy Teamshares Common Stock at a one-to-one ratio. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio;

All of the holders of Legacy Teamshares Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series D-NV Preferred Stock, Series E-1 Preferred Stock, Series E-NV Preferred Stock and holders of 371,357 shares of Legacy Teamshares Series C-1 Preferred Stock made liquidation preference elections to convert their Legacy Teamshares Preferred Stock into a number of shares of Legacy Teamshares Common Stock determined based on the original issue price of the holder’s Legacy Teamshares Preferred Shares. Based on the liquidation preference elections, an aggregate of 5,171,149 additional shares of Legacy Teamshares Common Stock, representing a liquidation preference of $233.2 million, were issued to liquidation preference electing holders (“Liquidation Preference Electing Holders”). The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio. Liquidation Preference Electing Holders agreed to forfeit participation in any Earnout Shares;

All outstanding options to purchase equity securities of Legacy Teamshares, whether vested or unvested, were assumed by the Company and replaced with options to purchase Company Common Stock (“Assumed Options”), subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable. See Note 13;

All SAFE Notes issued by Legacy Teamshares were automatically converted into 688,043 shares of Company Common Stock. See Note 11. An additional 63,300 Incentive Founder Shares were delivered to holders of SAFE Notes upon the Closing;

Holders of 77,258 Series B Warrants issued by Legacy Teamshares exercised their option to convert their Series B Warrants into 48,990 shares of Legacy Teamshares Common Stock. See Note 11. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio;

All Series C, Series D, and Series E Warrants issued by Legacy Teamshares were terminated and did not receive any consideration in connection with the SPAC Merger because these warrants were out-of-the-money at the Closing. See Note 11;

Certain former Legacy Teamshares security holders have the contingent right to receive up to 6,000,000 additional shares of Company Common Stock (“Earnout Shares”) during a five-year earnout period (the “Earnout Period”) in three equal tranches vesting upon the volume weighted average price (“VWAP”) of Company Common Stock equaling or exceeding $12.00, $15.00 and $20.00, respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $12.00) (“Earnout Share Triggering Event(s)”). See Note 11.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Employees of the Company that are entitled to receive Earnout Shares must remain continuously employed from the Closing Date through immediately before an Earnout Share Triggering Event. Due to the continuous employment requirements, Earnout Shares reserved for employees of the Company are classified as equity and recognized in accordance with ASC 718—Compensation-Stock Compensation. See Note 13. Earnout Shares assigned to Legacy Teamshares stockholders that are not employees of the Company are classified as liabilities. See Note 11.

10.

The Sponsor was issued 1,674,781 additional shares of Company Common Stock (“Deferred Founder Shares”) that are subject to vesting and forfeiture during a five-year period (the “Founder Share Earnout Period”). The Deferred Founder Shares will vest and cease to be subject to forfeiture upon the VWAP of Company Common Stock equaling or exceeding $12.00 and $15.00, respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $12.00). Despite the Deferred Founder Shares being issued upon the Closing, the Deferred Founder Shares are economically similar to an earnout arrangement due to the forfeiture provision, and are therefore classified as liabilities. See Note 11.

11.

Live Oak’s 11,500,000 public warrants and 4,500,000 private warrants (collectively, the “Assumed Warrants”) that were outstanding immediately prior to the Closing became warrants of the Company. Each Assumed Warrant entitles the holder to purchase one share of Company Common Stock at an exercise price of $11.50 per share. The terms of the public warrants and the private warrants are identical, except that the private warrants will not be transferable, assignable or saleable until 30 days after the Closing, except, among other limited exceptions, to Live Oak’s officers and directors and other persons or entities affiliated with the Sponsor. After the expiration of the aforementioned post-Closing transfer restrictions, the terms of the public warrants and the private warrants are identical.

The Assumed Warrants are exercisable 30 days after the completion of the SPAC Merger and expire five years thereafter (the “Exercise Period”). The Company may redeem all outstanding Assumed Warrants at $0.01 per warrant if the sales price of Company Common Stock for any 20 trading days within a 30 trading-day measurement period equals or exceeds $18.00 per share during the Exercise Period. The Company can elect to require cashless exercise if the Assumed Warrants are exercised pursuant to a redemption notice whereby the holder will receive a number of Company Common Stock equal to: (i) the number of Company Common Stock underlying the Warrants, multiplied by the excess of fair market value of the Company Common Stock over the exercise price, divided by (ii) fair market value of the Company Common Stock. Fair market value is determined based on the average reported closing price of the Company Common Stock during the 10-trading-day period ending on the three trading days before the receipt of an exercise notice. The Assumed Warrants contain anti-dilution protections that may adjust either the exercise price or the number of shares issuable upon the exercise of each Assumed Warrant if certain events occur. The Company may reduce the exercise price before the expiration date in its sole discretion.

The Assumed Warrants meet all of the requirements for equity classification under ASC 815 and therefore were classified as equity.

The following table summarizes the net proceeds from the merger (dollars in thousands):


Sources	Amount
Cash - Live Oak Trust Account	$	48,149
Cash - Live Oak operating account		741

Total cash from Live Oak		48,890
Cash - PIPE		126,500
Live Oak transaction and advisory costs paid from the Live Oak Trust Account		(15,903	)

Net cash proceeds from the SPAC Merger	$	159,487

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025


Uses	Amount
Repayment of the HBC Credit Facility	$	(33,850	)
Payment of the Prepayment Amount to the FPA Investor		(42,240	)

Total cash used immediately after the SPAC Merger		(76,090	)

Net cash to Teamshares	$	83,397

The following table summarizes the impact of the SPAC Merger on the Company Common Stock (dollars in thousands except shares and par values):


	Common Stock				Additional Paid -in Capital
	Number of Shares		Amount		Additional Paid -in Capital
Balance as of March 31, 2026		1,174,429	$	12	$	328,629
Exercise of stock options prior to the SPAC Merger		7,488		—	$	10
Conversion of Legacy Teamshares Preferred Stock into Legacy Teamshares Common Stock, adjusted for liquidation preferences		9,730,177		97	$	(4	)
Conversion of Legacy Teamshares Series B Warrants to Legacy Teamshares Common Stock		48,990		—	$	2,501

Balance immediately prior to the SPAC Merger		10,961,084		110
Exchange Ratio		4.510x
Company Common Stock Issued to Legacy Teamshares Stockholders		49,435,651		4,944	$	(1	)
Merger and PIPE Financing, net (1) (2)		18,311,605		1,831		112,871
Conversion of Live Oak Class B Common Stock		3,450,000		345		—
Conversion of SAFE Notes and Issuance of Sponsor Incentive Shares to SAFE Investors		751,343		75		8,505
Issuance of Sponsor Incentive Shares to NRA Investors		37,136		4	$	—

Balance immediately after the SPAC Merger (3)		71,985,735	$	7,199	$	452,511

(1)	Includes 4,000,000 FPA Shares held by the FPA Investor that were converted to Company Common Stock at the Closing.

(2)

The balance recorded in Additional Paid-in Capital is net of $4.7 million of costs incurred by the Company that were directly attributable to the SPAC Merger. Directly attributable transaction costs consisted primarily of legal and accounting costs that were direct and incremental to the SPAC Merger. $1.1 million of directly attributable transaction costs were paid during the three months ended June 30, 2026, and $3.6 million directly attributable transaction costs were included in Accounts Payable as of June 30, 2026.

(3)	Refer to the Condensed Consolidated Statements of Stockholders’ Equity for complete list of transactions that impacted Additional Paid-In Capital during the three months ended June 30, 2026.

NOTE 4 — Revenue

The Operating Subsidiaries operate in a variety of industries and generate revenue from the sale of a diverse mix of product and service offerings. Operating Subsidiaries are not concentrated in a specific industry or geographical region. The Company disaggregates its revenue between sales of products and sales of services in the Condensed Consolidated Statements of Operations. There are no material extended payment terms extended to Operating Subsidiary customers.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

At times, the Company has a right to payment from previous performance that is conditional on something other than the passage of time, such as billings that are contingent on work completed by others, and certain unbilled receivables, which are recognized as Contract Assets. Contract Assets were $2.3 million and $1.8 million as of June 30, 2026 and December 31, 2025, respectively, and are included in Accounts Receivable, Net on the Condensed Consolidated Balance Sheets.

Contract liabilities consist of payments received from customers in advance of the Company providing the product or performing services such that control has not passed to the customer. Contract liabilities were $13.2 million and $10.1 million as of June 30, 2026 and December 31, 2025, respectively, and are included in Deferred Revenue on the Condensed Consolidated Balance Sheets. During the six months ended June 30, 2026, the Company recognized $7.6 million of revenue that was included in deferred revenue as of December 31, 2025.

NOTE 5 — Business Combinations

During the six months ended June 30, 2026, the Company completed two business combinations. The business combinations were individually insignificant acquisitions of Operating Subsidiaries in the United States.

The Company accounts for business combinations using the acquisition method, and accordingly, the consideration paid for each business combination has been allocated based upon the fair value of the assets acquired and liabilities assumed in the business combination.

The following table summarizes the estimated acquisition date fair values of the aggregate assets acquired and liabilities assumed for the six months ended June 30, 2026:


	June 30, 2026
Consideration:
Cash	$	6,386
Seller Notes at fair value		9,689
Contingent consideration		372

Total consideration transferred		16,447
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents		2,319
Accounts receivable		210
Inventory		7,323
Prepaid expenses & other assets		2
Trade names		806
Property, plant, and equipment		1,136
Right of use assets		4,206
Accounts payable & accrued liabilities		(755	)
Lease liabilities		(1,906	)

Total identifiable assets acquired, net		13,340

Goodwill	$	3,107

Seller Notes are a form of noncash consideration paid to the sellers of certain businesses, and are therefore disclosed as non-cash investing activities in the Condensed Consolidated Statements of Cash Flows. See Note 10. The principal balance of the Seller Notes included in the table above was $11.0 million.

The Company determined that the assets acquired in one of the business combinations that was completed during the six months ended June 30, 2026 included two real estate leases with annual rents that were favorable relative to market terms as of the acquisition date. The acquired leases are classified as operating leases, and the Company initially measured the lease liabilities based on the present value of the remaining lease payments, as if the acquired leases were new leases of the

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Company at the acquisition date. The Company measured the ROU assets as the amount of the lease liabilities adjusted to reflect the favorable terms of the leases when compared with market terms. The Company estimates the fair value of the favorable lease terms as of the acquisition date using an income approach based on the present value of the difference between market rent and contractual rent over the remaining lease term, discounted at the Company’s incremental borrowing rate as of the acquisition date. The adjustment for off-market terms increased the ROU assets acquired by $2.3 million as of the acquisition date. The amortization of the favorable lease component of the ROU assets will be recognized within Selling, General, and Administrative Expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the 15 year remaining lease term.

The Company initially acquired 100% of the voting equity interests of the Operating Subsidiaries acquired during the six months ended June 30, 2026. The Company owns preferred stock in each acquired Operating Subsidiary, and the preferred stock owned by the Company has a liquidation preference over common stockholders of each Operating Subsidiary in case of a liquidation event. The liquidation preference is equal to the price per share on the acquisition date adjusted for any additional contributions, stock splits, stock dividends, or similar transactions. The Company also controls the board of directors of each acquired Operating Subsidiary.

Certain historical acquisitions prior to 2023 were acquired for 90% in cash and the issuance of preferred stock to the former owners equal to 10% of all the issued and outstanding stock of the Operating Subsidiaries, calculated on a fully diluted and as-converted basis (the “Rollover Shares”), as of the acquisition date. Rollover Shares are classified as Redeemable Noncontrolling Interests outside of permanent equity in the Company’s Condensed Consolidated Balance Sheets. During the six months ended June 30, 2026, the Company paid $0.5 million to repurchase Rollover Shares held by the former owners of certain Operating Subsidiaries. In comparison, during the six months ended June 30, 2025, the Company paid $0.7 million to repurchase Rollover Shares held by the former owners of certain Operating Subsidiaries. Rollover Share repurchases are included in Acquisitions of Noncontrolling Interests in the Condensed Consolidated Statements of Cash Flows.

The business combinations completed during the six months ended June 30, 2026 were funded by cash on hand and the issuance of debt. See Note 10.

The business combinations completed during the six months ended June 30, 2026 resulted in goodwill totaling $3.1 million. All of the goodwill that was acquired during the six months ended June 30, 2026 was assigned to the SME reportable segment. All of the goodwill generated from the business combination during the six months ended June 30, 2026 is deductible for tax purposes. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed may be subject to change during the measurement period up to one year following the acquisition date.

During the three and six months ended June 30, 2026, the Company recorded measurement period adjustments to Operating Subsidiaries acquired during the year ended December 31, 2025 that increased Goodwill, Net by $0.7 million. See Note 9.

The Company recognized $3.2 million of Revenue and $0.4 million of Net Income Attributable to Teamshares Inc. in the Condensed Consolidated Statements of Operations during the three months ended June 30, 2026, and $3.9 million of Revenue and $0.4 million of Net Income Attributable to Teamshares Inc. during the six months ended June 30, 2026 related to the two Operating Subsidiaries acquired during the six months ended June 30, 2026.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

For disclosures of the business combinations completed during the year ended December 31, 2025, refer to Note 4 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus. The following table summarizes the unaudited pro forma condensed financial information of the Company as if the business combination during the three and six months ended June 30, 2026, and all business combinations during the year ended December 31, 2025, had occurred on January 1, 2025 (dollars in thousands):


	Unaudited
	For the Three Months Ended					For the Six Months Ended
	June 30, 2026		June 30, 2025			June 30, 2026			June 30, 2025
Total Revenue	$	149,258	$	148,970		$	273,133		$	271,260
Income (Loss) from Operations (1)		3,328		666			(3,754	)		(10,118	)
Net Income (Loss) (2)		9,810		(8,430	)		(12,671	)		(29,205	)

(1)

Pro forma adjustments increased Depreciation by $0.1 million during the six months ended June 30, 2026 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments increased Depreciation by $0.2 million and $0.4 million, respectively, and Amortization by $0.3 million and $0.5 million, respectively, during the three and six months ended June 30, 2025 compared to the Condensed Consolidated Statement of Operations.

(2)

Pro forma adjustments increased Interest Expense, Net by $0.1 million during the six months ended June 30, 2026 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments increased Interest Expense, Net by $1.1 million and $2.2 million, respectively, during the three and six months ended June 30, 2025 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments for the six months ended June 30, 2025 included the addition of approximately $0.8 million of acquisition-related transaction costs reclassified from the periods in which such costs were incurred to the six months ended June 30, 2025, as if the acquisitions had occurred on January 1, 2025. Pro forma adjustments did not impact Income Tax Expense during the three and six months ended June 30, 2026 or 2025.

Contingent Consideration Agreements

The Company has contingent consideration liabilities related to earnout agreements in certain of its business combinations. The terms of the contingent consideration agreements vary but typically consist of a payout equal to a future percentage of a financial metric (typically revenue or a specified profitability metric) for a determined period of time (usually 1-6 years subsequent to the acquisition date). The Company estimates the future consideration payable related to the contingent consideration agreements and includes it as a current or long-term contingent consideration liability in the Condensed Consolidated Balance Sheets. Changes to the fair value of contingent consideration are recognized in Non-Operating Expense (Income) in the Condensed Consolidated Statements of Operations.

As of June 30, 2026 and December 31, 2025, respectively, the fair value of contingent consideration liabilities was $9.0 million and $9.2 million. As of June 30, 2026 and December 31, 2025, respectively, $2.7 million and $3.2 million is considered a current liability expected to be paid out within the next year, and $6.3 million and $6.0 million is considered a long-term liability expected to be paid out more than a year from the reporting date. The Company recognized losses of $0.9 million and $0.9 million related to the changes in fair value of contingent consideration agreements during the three and six months ended June 30, 2026, respectively. The Company recognized losses of $0.4 million and $0.3 million related to the changes in fair value of contingent consideration agreements during the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, the Company had 31 Operating Subsidiaries with contingent consideration liabilities, which all contain a cap on the maximum amount payable. As of June 30, 2026, the maximum amount of contingent consideration payable in the future totaled $34.6 million.

During the six months ended June 30, 2026 and 2025, respectively, the Company made payments related to the contingent consideration agreements of $1.3 million and $1.0 million. Contingent consideration payments were not made soon after the applicable acquisition date and therefore are recognized as financing activities in the Condensed Consolidated

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Statements of Cash Flows, up to the estimated fair value of the obligation as of the acquisition date. Payments in excess of the original acquisition date fair value are recognized as operating activities in the Condensed Consolidated Statements of Cash Flows. The Company recognized $0.5 million and $0.8 million of payments related to contingent consideration agreements as operating activities, and $0.8 million and $0.2 million of payments related to contingent consideration agreements as financing activities in the Condensed Consolidated Statements of Cash Flows during the six months ended June 30, 2026 and 2025, respectively.

NOTE 6 — Restricted Cash

As part of the terms of certain of the Company’s debt agreements, the Company is required to maintain certain deposit accounts. These deposits are classified as restricted cash. As of June 30, 2026, the Company had $10.0 million of restricted cash related to debt agreements, including $6.8 million in debt service reserve accounts pledged as collateral (“Collateral Accounts”), and $3.1 million in collection accounts to be used to pay current fees, costs, and interest related to the debt (“Collection Accounts”). Any cash held in Collection Accounts in excess of debt servicing costs is available for distribution to Teamshares. As of December 31, 2025, the Company had $11.7 million of restricted cash related to debt agreements, including $6.8 million in Collateral Accounts, and $4.9 million in Collection Accounts. Restricted cash related to debt agreements is included within Long-Term Assets in the Condensed Consolidated Balance Sheets, unless the associated debt obligation matures within the next twelve months, in which case the restricted cash balance is included within Current Assets in the Consolidated Balance Sheets.

As part of the terms of the Company’s self-insurance program, the Company is required to maintain separate deposit accounts. Distributions from these accounts require regulatory approval, and therefore the deposits are classified as restricted cash. As of June 30, 2026 and December 31, 2025, the Company had $2.3 million and $2.1 million, respectively, classified as restricted cash related to self-insurance programs. These deposits are included in Current Assets in the Condensed Consolidated Balance Sheets.

NOTE 7 — Inventories

Inventories consisted of the following (dollars in thousands):


	June 30, 2026		December 31, 2025
Raw materials	$	1,634	$	1,439
Work in process		1,106		886
Finished goods		54,583		44,079

Total inventories	$	57,323	$	46,405

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 8 — Property, Plant, and Equipment, Net

Property, plant, and equipment, net consisted of the following (dollars in thousands):


	June 30, 2026			December 31, 2025
Vehicles	$	9,215		$	9,003
Computers and equipment		13,223			11,697
Furniture and fixtures		4,254			4,228
Third-party software		2,478			2,077
Leasehold improvements		10,085			10,148
Buildings		3,411			3,196
Land		3,437			3,484
Other fixed assets		1,006			905

Total property, plant, and equipment, gross		47,109			44,737
Less: Accumulated depreciation		(16,526	)		(14,694	)

Total property, plant, and equipment, net	$	30,583		$	30,043

Depreciation expense related to property, plant and equipment was $1.6 million and $2.6 million for the three and six months ended June 30, 2026, respectively, and $1.3 million and $2.6 million for the three and six months ended June 30, 2025, respectively. This includes $0.5 million and $0.7 million of depreciation expense recognized in Cost of Revenue during the three and six months ended June 30, 2026, respectively, and $0.5 million and $0.9 million during the three and six months ended June 30, 2025, respectively.

NOTE 9 — Goodwill and Intangible Assets

Goodwill

Goodwill arising from acquisitions primarily relates to the reputation the Operating Subsidiaries have established within local communities, strength of their customer bases, and assembled workforces that will remain after the business combination is completed.

The following table presents the changes in the carrying amount of the Company’s Goodwill. All Goodwill is reported within the SME segment (dollars in thousands):


Balance at January 1, 2026	$	244,743
Goodwill as a result of acquisitions		3,107
Purchase accounting adjustments		722
Currency translation		(1,791	)

Balance at June 30, 2026	$	246,781

During the three and six months ended June 30, 2026, the Company did not recognize any Goodwill Impairment.

Intangible Assets

Intangible assets primarily consist of trade names, customer related intangible assets, and internally developed software. The internally developed software relates to proprietary software platforms utilized by Operating Subsidiaries and corporate. The Company does not have any definitive plans to sell or license these platforms to third parties in the near future. Internally developed software is amortized on a straight-line basis over 3 years. For the three and six months ended June 30, 2026, respectively, the Company recognized $1.1 million and $2.2 million of amortization expense relating to internally developed software. For the three and six months ended June 30, 2025, respectively, the Company recognized $0.9 million and $1.9 million of amortization expense relating to internally developed software.

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Acquired trade names represent a target’s portfolio of marketing intangible assets. The Company values trade name intangible assets using a benchmarking method. Acquired trade names are amortized over a 10-year useful life using the straight-line amortization method. For the three and six months ended June 30, 2026, respectively, the Company recognized $0.4 million and $1.0 million of amortization expense relating to trade names. For the three and six months ended June 30, 2025, respectively, the Company recognized $0.5 million and $1.0 million of amortization expense relating to trade names. There were no definite-lived intangible asset impairment charges recognized during the three and six months ended June 30, 2026. The amortization expense recognized during the three and six months ended June 30, 2025, respectively, includes $0.2 million and $0.3 million of definite-lived intangible asset impairment charges.

Customer related intangible assets consist of contractual and non-contractual customer relationships. The Company estimates the fair values of acquired customer related intangible assets as of their acquisition dates using an income approach. Acquired customer related intangible assets are amortized over their estimated useful lives using the straight-line amortization method. For the three and six months ended June 30, 2026, respectively, the Company recognized $0.2 million and $0.3 million of amortization expense related to customer related intangible assets. All of the customer related intangible assets that were acquired during the year ended December 31, 2025 were acquired near the end of the year. Therefore, the Company did not recognize any amortization expense related to customer-related intangible assets during the year ended December 31, 2025. Customer related intangible assets are included within Other Assets on the Condensed Consolidated Balance Sheets

Intangible assets consisted of the following (dollars in thousands):


	June 30, 2026
	Gross Carrying Amount		Accumulated Amortization			Net Asset
Trade names	$	17,153	$	(4,646	)	$	12,506
Internally developed software		16,662		(11,198	)		5,464
Customer related intangibles		6,093		(329	)		5,764

Total	$	39,907	$	(16,174	)	$	23,734


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Asset
Trade names	$	15,453	$	(3,855	)	$	11,598
Internally developed software		15,872		(9,102	)		6,769
Customer related intangibles		6,080		—			6,080

Total	$	37,405	$	(12,957	)	$	24,447

Teamshares Inc.

Unaudited Notes to Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2026 and 2025

Estimated amortization expense for intangible assets as of June 30, 2026 is as follows (dollars in thousands):


Remainder of 2026	$	3,068
2027		4,380
2028		3,457
2029		2,663
2030		2,295
2031 and thereafter		7,871

Total	$	23,734

NOTE 10 — Debt

Debt of the Company consisted of the following (dollars in thousands):


	June 30, 2026			December 31, 2025
i80 Facility	$	153,377		$	153,377
Single Company Term Loans		56,137			61,510
HBC Credit Facility		—			31,250
TDC Loans		16,184			15,375
Vehicle and equipment notes		6,228			4,838
Seller Notes		40,668			29,840
Other Debt		13,600			10,000
Less: Debt issuance costs		(1,260	)		(2,842	)
Less: Discounts		(7,000	)		(11,802	)

Total debt, net		277,934			291,546
Current maturities		208,314			206,982
Less: Debt issuance costs		(987	)		(1,585	)

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Emerging growth company