Teamshares Inc 8-K

What Happened

• Teamshares Inc (formerly Live Oak) filed an 8-K on June 25, 2026 reporting the closing of its business combination (Closing Date: June 18, 2026). The company completed the merger-related transactions, adopted new governance documents, and put in place indemnification, lock‑up and registration‑rights agreements for new holders.
• New management and board appointments were made effective at closing: Michael Brown was named CEO; Brian Gaebe, CFO; Madhuri Kommareddi, COO; Alex Eu, President; Kevin Shiiba, CTO. The Board was set at five directors and Richard J. Hendrix was named Chairman.
• For accounting, the transaction is treated as a reverse recapitalization: Legacy Teamshares’ audited financial statements (audited by KPMG) will serve as the Company’s historical financials. Live Oak dismissed Withum as its auditor on June 18, 2026 and engaged KPMG for the year ending December 31, 2026.

Key Details

• Closing date: June 18, 2026; press release announcing completion issued June 19, 2026. Common Stock and Warrants began trading on Nasdaq under symbols “TMS” and “TMSWW” on June 23, 2026.
• Shares/warrants: Approximately 72.0 million shares of Common Stock outstanding (post‑closing, per filing) and 16.0 million warrants outstanding; warrants exercisable 30 days after closing at $11.50 and expire five years after closing.
• Lock‑ups & releases: Sponsor, management, employees and significant holders entered into lock‑up agreements restricting transfers for specified post‑closing periods. However, 100,471 Incentive Founder Shares were released from the Sponsor lock‑up per insider letter amendments.
• Registration rights: Company agreed (A&R Registration Rights Agreement) to file a resale registration statement at the Company’s cost to register resale of certain securities for the registration‑rights holders; holders may demand underwritten offerings and have customary piggyback rights.
• Auditor change: Withum was dismissed (no disagreements or reportable events reported); KPMG (auditor for Legacy Teamshares) was engaged as the Company’s independent registered public accounting firm.

Why It Matters

• Change in control and management: Investors should note the company is now the combined public entity with a new executive team and board; governance and compensation arrangements described in the proxy/prospectus now govern the combined company.
• Liquidity and potential supply: Registration rights increase the path for PIPE and sponsor investors to resell shares once the registration statement is effective; the release of ~100.5k founder shares from the sponsor lock‑up increases potential float versus the original lock‑up plan.
• Auditor continuity and financial reporting: The reverse recapitalization accounting treatment means Legacy Teamshares’ audited results (KPMG) are now the company’s historical financials; Withum’s dismissal was routine in this context and was reported without disputes.
• Trading and warrants: Common stock and warrants are trading under new tickers (TMS / TMSWW); warrants become exercisable 30 days after closing at $11.50, which matters for holders tracking potential dilution and timing of cash inflows.

For more on compensation, indemnification, securities outstanding and risk factors, the 8-K references the company’s proxy statement/prospectus sections incorporated by reference.