{"filing":{"accession_number":"0001193125-26-283064","cik":"0002048951","ticker":"LOKVU","company_name":"Teamshares Inc","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"d148000d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2048951/000119312526283064/d148000d8k.htm"},"events":[{"id":14031,"run_id":12477,"accession_number":"0001193125-26-283064","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Live Oak Acquisition Corp. (a SPAC) completed a business combination with Teamshares Inc. on June 18, 2026, resulting in a change of control and the creation of a publicly traded combined company trading on Nasdaq under ticker 'TMS'. The transaction involved merger consideration of approximately $525 million, earnout provisions of up to 6 million shares contingent on stock price targets, PIPE investments, and forward purchase agreements.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11343,"accession_number":"0001193125-26-283064","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the entry into multiple material definitive agreements in connection with the consummation of a business combination between Live Oak (a SPAC) and Teamshares Inc., completed on June 18, 2026 (the \"Closing\"). The section describes indemnification agreements, lock-up agreements with the Sponsor and various equity holders, registration rights agreements, subscription agreements, and a forward purchase agreement—all ancillary to the Business Combination. The supplemental exhibit confirms this is a merger transaction combining Live Oak and Teamshares with pro forma financial information. This is a material acquisition/change of control event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11344,"accession_number":"0001193125-26-283064","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The Item 2.01 disclosure describes the completion of a business combination between Live Oak (a SPAC) and Teamshares Inc., consummated on June 18, 2026. The filing explicitly states \"The Business Combination was completed on June 18, 2026 (the 'Closing')\" and details the merger consideration, earnout provisions, and resulting combined company structure. This is a material acquisition/change of control event requiring Item 2.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11347,"accession_number":"0001193125-26-283064","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates Item 5.03 by reference and discloses material modifications to security holder rights arising from a business combination. The supplemental exhibit (EX-99.1) presents unaudited pro forma financial information for the combination of Live Oak and Teamshares, completed on June 18, 2026. The disclosure details the merger consideration structure, earnout provisions (up to 6 million shares contingent on stock price targets), conversion ratios, and the treatment of Teamshares stockholders' equity interests—all fundamental modifications to security holder rights resulting from the completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11349,"accession_number":"0001193125-26-283064","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of Teamshares Inc. resulting from a business combination with Live Oak Acquisition Corp. The filing describes the completion of the merger on June 18, 2026, the conversion of Teamshares stockholders' shares into Combined Company common stock, assumption of options, and earnout provisions. The pro forma financial information and detailed transaction terms confirm this is a material acquisition/merger transaction that resulted in a change of control, with Teamshares becoming a subsidiary of the publicly traded Combined Company listed on Nasdaq under ticker \"TMS\".","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11351,"accession_number":"0001193125-26-283064","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 incorporates Item 3.03 by reference and describes amendments to the Certificate of Incorporation and Bylaws in connection with a business combination. The supplemental exhibit (EX-99.1) contains unaudited pro forma financial information for the merger of Live Oak Acquisition Corp. with Teamshares Inc., completed on June 18, 2026. The filing discloses the merger agreement, stockholder consideration, earnout provisions, and the resulting combined company listing on Nasdaq under ticker \"TMS\"—all hallmarks of a material M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11353,"accession_number":"0001193125-26-283064","item_number":"5.06","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.06 discloses that Live Oak \"ceased being a shell company\" as a result of \"the Transactions,\" which refers to the Business Combination between Live Oak (a SPAC) and Teamshares completed on June 18, 2026. The supplemental pro forma financial information confirms this is a merger transaction where Teamshares stockholders received merger consideration and the combined company now trades as \"TMS\" on Nasdaq. This is a material acquisition/change of control event, not merely a shell company status change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11354,"accession_number":"0001193125-26-283064","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure announces the completion of a Business Combination between Live Oak (a SPAC) and Teamshares Inc. on June 18, 2026, with the combined company now trading on Nasdaq under ticker \"TMS.\" The supporting pro forma financial information (EX-99.1) details the merger structure, consideration (including $525 million in merger consideration and earnout provisions), and the resulting combined entity. This is a material acquisition/change of control event requiring disclosure under Item 1.01 or 2.01, disclosed here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14032,"run_id":12477,"accession_number":"0001193125-26-283064","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"In connection with the business combination, unregistered equity securities were issued including PIPE shares and contingent earnout shares (up to 6,000,000 shares) to Teamshares stockholders and optionholders, issued in reliance on Section 4(a)(2) exemption.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11346,"accession_number":"0001193125-26-283064","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with a PIPE Investment and Forward Purchase Agreement, both issued in reliance on Section 4(a)(2) exemption. The filing references a Business Combination completed on June 18, 2026, involving issuance of PIPE Shares and contingent Earnout Shares (up to 6,000,000 shares) to Teamshares stockholders and optionholders. This is a classic dilutive equity issuance in a SPAC merger context, materially affecting shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14033,"run_id":12477,"accession_number":"0001193125-26-283064","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"WithumSmith+Brown, PC was dismissed as Live Oak's independent registered public accounting firm on June 18, 2026, and KPMG was concurrently appointed as the new auditor in connection with the reverse recapitalization transaction.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11348,"accession_number":"0001193125-26-283064","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses the dismissal of WithumSmith+Brown, PC as Live Oak's independent registered public accounting firm on June 18, 2026, and the concurrent appointment of KPMG as the new auditor. The filing explicitly states that \"a change of accountants is presumed to have occurred\" in connection with the reverse recapitalization transaction. This is a material auditor change event, though notably the prior auditor's reports contained a going-concern qualification regarding Live Oak's mandatory liquidation deadline.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14034,"run_id":12477,"accession_number":"0001193125-26-283064","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The combined company approved and implemented three equity incentive plans: the 2026 Incentive Award Plan (5,039,004 shares, 7% of post-Closing shares), the 2026 Employee Stock Purchase Plan (1,439,715 shares, 2% of post-Closing shares), and assumed the 2020 Equity Incentive Plan, all designed to attract and retain key personnel and approved by shareholders on June 16, 2026.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11350,"accession_number":"0001193125-26-283064","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.02 discloses approval and implementation of three equity incentive plans: the 2026 Incentive Award Plan (5,039,004 shares, 7% of post-Closing shares), the 2026 Employee Stock Purchase Plan (1,439,715 shares, 2% of post-Closing shares), and assumption of the 2020 Equity Incentive Plan. These are compensatory arrangements for directors, officers, and eligible service providers designed to \"attract and retain key personnel,\" approved by shareholders on June 16, 2026 and ratified by the Board on June 18, 2026. While the section also references director and officer information incorporated by reference, the substantive disclosure centers on the equity compensation plans and their terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14035,"run_id":12477,"accession_number":"0001193125-26-283064","anchor_item_number":"5.05","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"The Board adopted a new Code of Business Conduct \u0026 Ethics on the Closing Date of the Business Combination, applicable to employees, officers, and directors.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11352,"accession_number":"0001193125-26-283064","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.05 discloses adoption of a new Code of Business Conduct \u0026 Ethics by the Board on the Closing Date of the Business Combination. This is a routine governance matter—adoption of a standard code of ethics applicable to employees, officers, and directors. While the timing coincides with the business combination, the disclosure itself concerns only the governance framework, not the combination itself or any material operational or financial event. No waiver of ethics provisions is disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11343,"accession_number":"0001193125-26-283064","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the entry into multiple material definitive agreements in connection with the consummation of a business combination between Live Oak (a SPAC) and Teamshares Inc., completed on June 18, 2026 (the \"Closing\"). The section describes indemnification agreements, lock-up agreements with the Sponsor and various equity holders, registration rights agreements, subscription agreements, and a forward purchase agreement—all ancillary to the Business Combination. The supplemental exhibit confirms this is a merger transaction combining Live Oak and Teamshares with pro forma financial information. This is a material acquisition/change of control event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11344,"accession_number":"0001193125-26-283064","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The Item 2.01 disclosure describes the completion of a business combination between Live Oak (a SPAC) and Teamshares Inc., consummated on June 18, 2026. The filing explicitly states \"The Business Combination was completed on June 18, 2026 (the 'Closing')\" and details the merger consideration, earnout provisions, and resulting combined company structure. This is a material acquisition/change of control event requiring Item 2.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11346,"accession_number":"0001193125-26-283064","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with a PIPE Investment and Forward Purchase Agreement, both issued in reliance on Section 4(a)(2) exemption. The filing references a Business Combination completed on June 18, 2026, involving issuance of PIPE Shares and contingent Earnout Shares (up to 6,000,000 shares) to Teamshares stockholders and optionholders. This is a classic dilutive equity issuance in a SPAC merger context, materially affecting shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11347,"accession_number":"0001193125-26-283064","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates Item 5.03 by reference and discloses material modifications to security holder rights arising from a business combination. The supplemental exhibit (EX-99.1) presents unaudited pro forma financial information for the combination of Live Oak and Teamshares, completed on June 18, 2026. The disclosure details the merger consideration structure, earnout provisions (up to 6 million shares contingent on stock price targets), conversion ratios, and the treatment of Teamshares stockholders' equity interests—all fundamental modifications to security holder rights resulting from the completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11348,"accession_number":"0001193125-26-283064","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses the dismissal of WithumSmith+Brown, PC as Live Oak's independent registered public accounting firm on June 18, 2026, and the concurrent appointment of KPMG as the new auditor. The filing explicitly states that \"a change of accountants is presumed to have occurred\" in connection with the reverse recapitalization transaction. This is a material auditor change event, though notably the prior auditor's reports contained a going-concern qualification regarding Live Oak's mandatory liquidation deadline.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11349,"accession_number":"0001193125-26-283064","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of Teamshares Inc. resulting from a business combination with Live Oak Acquisition Corp. The filing describes the completion of the merger on June 18, 2026, the conversion of Teamshares stockholders' shares into Combined Company common stock, assumption of options, and earnout provisions. The pro forma financial information and detailed transaction terms confirm this is a material acquisition/merger transaction that resulted in a change of control, with Teamshares becoming a subsidiary of the publicly traded Combined Company listed on Nasdaq under ticker \"TMS\".","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11350,"accession_number":"0001193125-26-283064","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.02 discloses approval and implementation of three equity incentive plans: the 2026 Incentive Award Plan (5,039,004 shares, 7% of post-Closing shares), the 2026 Employee Stock Purchase Plan (1,439,715 shares, 2% of post-Closing shares), and assumption of the 2020 Equity Incentive Plan. These are compensatory arrangements for directors, officers, and eligible service providers designed to \"attract and retain key personnel,\" approved by shareholders on June 16, 2026 and ratified by the Board on June 18, 2026. While the section also references director and officer information incorporated by reference, the substantive disclosure centers on the equity compensation plans and their terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11351,"accession_number":"0001193125-26-283064","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 incorporates Item 3.03 by reference and describes amendments to the Certificate of Incorporation and Bylaws in connection with a business combination. The supplemental exhibit (EX-99.1) contains unaudited pro forma financial information for the merger of Live Oak Acquisition Corp. with Teamshares Inc., completed on June 18, 2026. The filing discloses the merger agreement, stockholder consideration, earnout provisions, and the resulting combined company listing on Nasdaq under ticker \"TMS\"—all hallmarks of a material M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11352,"accession_number":"0001193125-26-283064","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.05 discloses adoption of a new Code of Business Conduct \u0026 Ethics by the Board on the Closing Date of the Business Combination. This is a routine governance matter—adoption of a standard code of ethics applicable to employees, officers, and directors. While the timing coincides with the business combination, the disclosure itself concerns only the governance framework, not the combination itself or any material operational or financial event. No waiver of ethics provisions is disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11353,"accession_number":"0001193125-26-283064","item_number":"5.06","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.06 discloses that Live Oak \"ceased being a shell company\" as a result of \"the Transactions,\" which refers to the Business Combination between Live Oak (a SPAC) and Teamshares completed on June 18, 2026. The supplemental pro forma financial information confirms this is a merger transaction where Teamshares stockholders received merger consideration and the combined company now trades as \"TMS\" on Nasdaq. This is a material acquisition/change of control event, not merely a shell company status change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"},{"id":11354,"accession_number":"0001193125-26-283064","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure announces the completion of a Business Combination between Live Oak (a SPAC) and Teamshares Inc. on June 18, 2026, with the combined company now trading on Nasdaq under ticker \"TMS.\" The supporting pro forma financial information (EX-99.1) details the merger structure, consideration (including $525 million in merger consideration and earnout provisions), and the resulting combined entity. This is a material acquisition/change of control event requiring disclosure under Item 1.01 or 2.01, disclosed here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:25:15.239975+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-06-25"}]}
