Teamshares Inc S-1/A, filed Feb 26, 2025

Teamshares Inc (TMS)

S-1/A 2025-02-26

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Cayman Islands		6770		61-2235506
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Exhibit No.		Description
1.1*		Form of Underwriting Agreement.
3.1.1*		Memorandum of Association.
3.1.2*		Articles of Association.
3.2**		Form of Amended and Restated Memorandum and Articles of Association.
4.1*		Specimen Unit Certificate.
4.2*		Specimen Ordinary Share Certificate.
4.3*		Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4).
4.4*		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1*		Opinion of Ellenoff Grossman & Schole LLP.
5.2*		Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Registrant.
10.1**		Form of Letter Agreement among the Registrant, Live Oak Sponsor Partners V, LLC and each of the officers and directors of the Registrant.
10.2**		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3*		Form of Registration Rights Agreement among the Registrant, Live Oak Sponsor Partners V, LLC and the Holders signatory thereto.
10.4*		Form of Private Placement Warrants Purchase Agreement between the Registrant and Live Oak Sponsor Partners V, LLC.
10.5*		Form of Indemnity Agreement.
10.6*		Promissory Note issued to Live Oak Sponsor Partners V, LLC.
10.7*		Securities Subscription Agreement between Live Oak Sponsor Partners V, LLC and the Registrant.
10.8*		Form of Administrative Services Agreement.
14.1*		Form of Code of Ethics.
23.1*		Consent of Withum Smith+Brown, PC.
23.2*		Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.1).
23.3*		Consent of Ogier (Cayman) LLP (included on Exhibit 5.2).
24.1*		Power of Attorney (included on the signature page of the initial filing).
99.1*		Audit Committee Charter.
99.2*		Compensation Committee Charter.
99.3*		Consent of Ashton Hudson to be named as director nominee.
99.4*		Consent of Jonathan R. Furer to be named as director nominee.
99.5*		Consent of Andrea Tarbox to be named as director nominee.
107*		Filing Fee Table.

		Live Oak Acquisition Corp. V
		By:		/s/ Richard J. Hendrix
		Name:		Richard J. Hendrix
		Title:		Chief Executive Officer and Chairman

Name	Position	Date
/s/ Richard J. Hendrix	Chief Executive Officer and Chairman	February 25, 2025
Richard J. Hendrix	(principal executive officer)
/s/ Adam J. Fishman	President, Chief Financial Officer and Director	February 25, 2025
Adam J. Fishman	(principal financial and accounting officer)

1	Interpretation	1

2	Commencement of Business	7

3	Issue of Shares and other Securities	8

4	Register of Members	8

5	Closing Register of Members or Fixing Record Date	9

6	Certificates for Shares	9

7	Transfer of Shares	10

8	Redemption, Repurchase and Surrender of Shares	11

9	Treasury Shares	11

10	Variation of Rights of Shares	11

11	Commission on Sale of Shares	12

12	Non-Recognition of Trusts	12

13	Lien on Shares	12

14	Calls on Shares	13

15	Forfeiture of Shares	14

16	Transmission of Shares	15

17	Class B Share Conversion	16

18	Amendments of Memorandum and Articles and Alteration of Capital	17

19	Offices and Places of Business	18

20	General Meetings	18

21	Notice of General Meetings	19

22	Advance Notice for Business	19

23	Proceedings at General Meetings	20

24	Votes of Members	21

25	Proxies	22

26	Corporate Members	23

27	Shares that may not be Voted	24

28	Directors	24

29	Powers of Directors	24

30	Appointment and Removal of Directors	24

31	Vacation of Office of Director	25

32	Proceedings of Directors	26

33	Presumption of Assent	27

34	Directors’ Interests	27

35	Minutes	28

36	Delegation of Directors’ Powers	28

37	No Minimum Shareholding	29

38	Remuneration of Directors	29

39	Seal	30

40	Dividends, Distributions and Reserve	30

41	Capitalisation	31

42	Books of Account	32

43	Audit	32

44	Notices	34

45	Winding Up	35

46	Indemnity and Insurance	35

47	Financial Year	36

48	Transfer by Way of Continuation	36

49	Mergers and Consolidations	37

50	Business Combination	37

51	Certain Tax Filings	40

52	Business Opportunities	40

53	Exclusive Jurisdiction	41

Affiliate		in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

Applicable Law		means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articles		means these amended and restated articles of association of the Company.

Audit Committee		means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Auditor		means the person for the time being performing the duties of auditor of the Company (if any).

Business Combination		means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

business day		means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

Cause		means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

Clearing House		means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Class A Share		means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

Class B Share		means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

Company		means the above named company.

Company’s Website		means the website of the Company and/or its web-address or domain name, if any.

Compensation Committee		means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Completion Window		means the period of time:

	(a)	commencing on, and including, the closing date of the IPO; and

	(b)	ending on the date that is twenty one (21) months after the closing date of the IPO (or twenty four (24) months from the closing date of the IPO subject to the Company's entry into a definitive agreement for a Business Combination within twenty one (21) months from the closing date of the IPO), such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.

Designated Stock Exchange		means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

Directors		means the directors for the time being of the Company.

Dividend		means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

Electronic Communication		means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

Electronic Record		has the same meaning as in the Electronic Transactions Act.

Electronic Transactions Act		means the Electronic Transactions Act (Revised) of the Cayman Islands.

Equity-linked Securities		means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

Exchange Act		means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

Founders		means all Members immediately prior to the consummation of the IPO.

Independent Director		has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

IPO		means the Company’s initial public offering of securities.

Member		has the same meaning as in the Statute.

Memorandum		means the amended and restated memorandum of association of the Company.

Nominating and Corporate Governance Committee		means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Officer		means a person appointed to hold an office in the Company.

Ordinary Resolution	means a resolution:

	(a)	passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

	(b)	approved in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold as may be allowed under the Statute from time to time).

Over-Allotment Option		means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

Preference Share		means a preference share of a par value of US$0.0001 in the share capital of the Company.

Public Share		means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

Redemption Notice		means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

Register of Members		means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members.

Registered Office		means the registered office for the time being of the Company.

Representative		means a representative of the Underwriters.

Seal		means the common seal of the Company and includes every duplicate seal.

Securities and Exchange Commission		means the United States Securities and Exchange Commission.

Share		means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

Sponsor		means Live Oak Sponsor V, LLC, a Delaware limited liability company, and its successors or assigns.

Statute		means the Companies Act (Revised) of the Cayman Islands.

Tax Filing Authorised Person		means such person as any Director shall designate from time to time, acting severally.

Treasury Share		means a Share held in the name of the Company as a treasury share in accordance with the Statute.

Trust Account		means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

Underwriter		means an underwriter of the IPO from time to time and any successor underwriter.

Sincerely,

LIVE OAK SPONSOR V, LLC

By:
Name:	Richard Hendrix
Title:	Managing Member

INSIDERS:


Name:	Richard Hendrix


Name:	Adam Fishman


Name:	Ashton Hudson


Name:	Jonathan Furer


Name:	Andrea Tarbox

Continental Stock Transfer & Trust Company, as Trustee

By:
Name:	Francis Wolf
Title:	Vice President

Live Oak Acquisition Corp. V

By:
Name:	Richard Hendrix
Title:	Chief Executive Officer

Fee Item	Time and method of payment	Amount
Initial set-up fee	Initial closing of Offering by wire transfer.	$	3,500.00

Trustee administration fee	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	$	10,000.00

Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	Billed to Company following disbursement made to Company under Section 1.	$	250.00

Paying Agent services as required pursuant to Sections 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k).		Prevailing rates