Live Oak Acquisition Corp. V · NASDAQ:LOKV
Live Oak Acquisition Corp. V — SPAC Merger (March 2026)
88 slides from Live Oak Acquisition Corp. V's SPAC merger presentation, Mar 31, 2026
Slide 1: 2026 Investor Day: A permanent home for businesses
2026 Investor Day A permanent home for businesses NASDAQ: TMS
Slide 2: Disclaimer
2 Disclaimer STATEMENT REGARDING THIS FREE WRITING PROSPECTUS Teamshares Inc. (the "Company") and Live Oak Acquisition Corp. V ("Live Oak") intend to publicly file a registration statement (including a proxy statement/prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the o
Slide 3: Disclaimer
3 Disclaimer Participants in the Solicitation Live Oak and the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Live Oak’s shareholders in connection with the Proposed Business Combination. A list of th
Slide 4: Investor Day Presenters
4 Adam Fishman President and CFO Michael Brown Founder and CEO Alex Eu Founder and President Brian Gaebe Chief Financial Officer Rick Hendrix Chairman and CEO Madhuri Kommareddi Chief Operating Officer Investor Day Presenters Kevin Shiiba Founder and CTO TEAMSHARES LIVE OAK
Slide 5: Agenda
Section 9:00 Introduction to Teamshares Speaker Alex Eu Founder & President Rick Hendrix Live Oak Thesis on Teamshares CEO, Live Oak The Big Picture Michael Brown Founder & CEO Kevin Shiiba Technology Overview Founder & CTO Acquisition + Transition Overview Madhuri Kommareddi COO 10:15 Break Operati
Slide 6: Introduction to Teamshares
Introduction to Teamshares Alex Eu | President
Slide 7: Live Oak Thesis on Teamshares
Live Oak Thesis on Teamshares Rick Hendrix | Live Oak CEO
Slide 8: Live Oak merchant banking and SPAC sponsor overview
8 Merchant banking firm specializing in principal investments, SPAC sponsorship, and corporate advisory. + Partner to owners, boards, and mgmt teams of private and public companies. + Public board experience: Rick Hendrix has chaired four public company boards. + Former executive officers at FBR , a
Slide 9: Capital markets expertise to support Teamshares as a new public company
9 Capital markets expertise to support Teamshares as a new public company + Support capital raising across equity and debt markets, including follow - ons, PIPEs and refinancing + Leverage SPAC experience to navigate post - merger transition and public market dynamics + Advise on investor messaging,
Slide 10: Live Oak thesis on Teamshares
10 Live Oak thesis on Teamshares Highly innovative market leader + Tech - enabled acquiror of SMEs + 92 companies today, millions in TAM + Compounds and re - allocates capital + At key FCF inflection point + EBITDA positive, scaled above G&A + Positioned to benefit from public debt + Common equity P
Slide 11: Shareholder-aligned exec team
11 Shareholder - aligned exec team Invested $1M at Series E Investing $1M in PIPE + + + 4 year / $25 per share lock - up 1 Market salaries or below No cash bonuses + + + Incentive plan entirely stock - based 1) Lock - up ends on the earlier of (i) the four - year anniversary of the Closing, (ii) the
Slide 12: Backed by long-term investors to build an enduring public company
12 Backed by long - term investors to build an enduring public company
Slide 13: Transaction Summary
13 + Entry multiple of 11.9x 2027E PF Adj. EBITDA 2 represents an attractive entry multiple relative to peers + Public comps trade at 14.7x 2027E EBITDA 3 + Existing shareholders aligned with meaningful earnout economics, vesting at $12, $15 and $20 per share Pro Forma Enterprise Value $825M 1 Prima
Slide 14: The Big Picture
The Big Picture Michael Brown | CEO
Slide 15: Key investor day takeaways
15 Key investor day takeaways A differentiated small cap listing with a significant growth opportunity Simple, transparent financial metrics Clear, repeatable compounding model as a programmatic acquiror Software helps access, industrialize + scale our model in the SME market + + + + + Disciplined c
Slide 16: A founder-led team built for scale
16 Madhuri Kommareddi Brian Gaebe Kevin Shiiba Alex Eu Michael Brown COO CFO Founder + CTO Founder + President Founder + CEO Executive experience in Former public company Product manager + Acquired + operated Acquired + operated finance + government chief accounting officer software engineer post -
Slide 17: Why Teamshares matters
17 Why Teamshares matters
Slide 18: Why Teamshares matters: short-term growth inflection
18 Why Teamshares matters [1] SHORT - TERM GROWTH INFLECTION + $525M pre - money equity value + $100M+ 2027 Pro Forma Adj. EBITDA forecast 1 + 129% Pro Forma Adj. EBITDA CAGR 2025 → 2027 1 1) Based on low end of forecast range.
Slide 19: Why Teamshares matters: long-term vision
19 Why Teamshares matters [2] LONG - TERM VISION FOR THOUSANDS OF COMPANIES + 4.5M+ SMEs owned Baby Boomers / GenX 1 + 15,000+ size qualified listings sourced per year 2 + 9 companies acquired in 2025 added $24M EBITDA Sources: 1) US Census data. 2) Teamshares transaction software.
Slide 20: Core elements of a successful public market transition
20 COMPANY A scaled, operating business compelling performance data Significant and tangible growth opportunity Listing at an inflection point Teamshares reflects the core elements of successful public market transitions SPONSOR Experienced sponsor with public company and capital markets expertise T
Slide 21: Quick recap of Teamshares
21 Quick recap of Teamshares
Slide 22: Teamshares is a tech-enabled acquiror of SMEs
22 Teamshares is a tech - enabled acquiror of SMEs, and a permanent home for your business Part holdco. Part fintech. We programmatically acquire companies with $0.5 to 5 million of EBITDA from retiring owners, integrate them with the Teamshares platform, and helps employees earn company stock
Slide 23: What Teamshares has built in just years
23 What Teamshares has built in just 6 years as a market - defining leader + Among the largest SME acquirors + Built a scalable platform of centralized financial technology and decentralized aligned leadership 23 ACQUISITION ENGINE COMPANY BUILDING CAPITAL EFFICIENCY $59M 2025 Pro Forma Operating EB
Slide 24: Our acquisition-based business model drives predictable, repeatable growth
24 Our acquisition - based business model drives predictable, repeatable growth and scales through financial technology 2020A $59M $100M $148M $100M $60M $19M Pro forma operating ebitda* Pro forma adj. ebitda* Launched in 2020 with four companies <$1M 2025A 2026E 2027E We eclipsed G&A in 2025 → now
Slide 25: Recognized within 2025 financials
25 Recognized within 2025 financials LTM 2025 EBITDA Pro forma financials better reflect Teamshares’ run - rate profitability given its acquisition based model Actual acquisition closed Dec 30 2025 <$15K 2025 Reported Adj. EBITDA for Dec 30 - 31 only $2.4M LTM 12/31/2025 Pro Forma Adj. EBITDA Note:
Slide 26: Family succession is rare now, with few buyers for retiring owners
26 U.S. businesses with <100 employees Sources: 1) U.S. Census. 2).Exit Planning Institute. Baby Boomer / Gen X owned Failure rate when trying to sell 6 M 1 4.5 M 1 70% 2 Family succession is rare now, with few buyers for retiring owners
Slide 27: Businesses for sale sourced by our software
27 75k Businesses for sale sourced by our software in 2025 Not a theoretical TAM, an inbound lead funnel feeds our software 475k Opportunities sourced since launch in 2020 Source: Teamshares transaction software.
Slide 28: Industrialized process of acquiring traditional SMEs
28 Teamshares industrialized the process of acquiring traditional SMEs in a repeatable, tech - enabled way 1 ACQUIRE SMEs from 75,000 sourced per yr 2 TRANSITION retirees with new leaders 3 ALIGN + retain the team with opco equity 4 ANALYZE GAAP + ops data to operate well and grow FCF 5 REINVEST FCF
Slide 29: Teamshares aims to grow EBITDA 5x in years
29 Teamshares aims to grow EBITDA 5x in 2 yrs
Slide 30: Pro Forma Adj. EBITDA 2025 to 2027
30 $19M 2025 Actual 5.3x Growth 129% CAGR Pro Forma Adj. EBITDA $100M 2027 Forecast Note: 2027E Estimate represents the low point of guidance. Pro Forma Adj. EBITDA is a non - GAAP measure. See Appendix for reconciliation to GAAP. These figures are goals / targets and are forward - looking, subject
Slide 31: Programmatic acquiror business model
31 Programmatic acquiror business model #1 — A growth strategy to outpace organic growth 92 companies six years in
Slide 32: Millions of SMEs need to sell next decade-plus
32 Millions of SMEs need to sell next decade - plus #2 — A significant and actionable market 4.5M SMEs owned by Boomers/GenX in US alone Source: US Census.
Slide 33: Strong differentiation with retiring owners
33 Strong differentiation with retiring owners #3 — We’re unique and we win 50% lifetime win rate on LOIs
Slide 34: Repeatable, scalable platform enables growth
34 Our repeatable, scalable platform enables growth #4 - Centralized fintech and decentralized leadership 15,000 size - qualified listings annually 50+ applications per president opening
Slide 35: Better capital access as a public company
35 Better capital access as a public company #5 – Acquisition financing is our raw material Public credit is cheaper, deeper, faster Public equity is an advantage for Teamshares
Slide 36: Compounding cash flow at attractive rates
36 Compounding cash flow at attractive rates #6 – Disciplined capital allocation 22% current acquisition ROE (and any ↓ interest rate should ↑ ROE) Note: ROE (Return on Equity) represents Pro Forma Operating EBITDA less capital expenditures, interest and taxes related to operating subsidiaries, divi
Slide 37: What is a programmatic acquiror?
37 What is a programmatic acquiror?
Slide 38: Programmatic acquisitions are a capital allocation strategy, not an industry
38 Programmatic acquisitions are a capital allocation strategy, not an industry Publicly traded programmatic acquirors have existed for decades across many industries and acquisition strategies
Slide 39: A programmatic acquiror
39 A programmatic acquiror: Acquisition growth becomes repeatable and compounding Enables growth above underlying organic rates Continually acquires small private companies as permanent operating subs + Attractive purchase multiples + Not betting the company on a single acquisition + Builds a divers
Slide 40: Recent comps have compounded earnings across cycles
40 While older comps have evolved, recent comps have similarly compounded earnings across cycles Note : Public company financials as of 3/20/2026. Source: FactSet. ~18% compounding annual returns since January 2020 Outpaced the S&P 500 by ~6% annually Shares Price CAGR Since January 2020 Single - in
Slide 41: How Teamshares differs vs. public comps
41 How Teamshares differs vs. public comps: 1. THESIS DRIVEN Diversified industry strategy focused on retirement situations w/ $0.5 - 5M target EBITDA range 2. LEADERSHIP SUCCESSION Institutionalized leadership model addresses the retirement market while de - risking the transition 3. BIGGER TAM Res
Slide 42: We focus on traditional SMEs with very specific criteria
42 We focus on traditional SMEs with very specific criteria Retirement Reason for sale 20+ Years in business $0.5 - 5.0M Target EBITDA 75 - 85% Target EBITDA to FCF conversion Clean Tax returns + bank ledgers Low Transition, customer and tech risk
Slide 43: Significant industry diversification
43 Significant industry diversification Food & Beverage 23% Distribution 8% Technical Services 10% Consumer Goods 28% Business Services 14% Building Products 17% $472M 2025 Reported Revenue Niche distributors Flowers Paper products Packing supplies Sand & gravel Light manufacturing Scones Granola Or
Slide 44: Broad geographic diversification
44 Broad geographic diversification 1 8 22 21 West Midwest Alaska 26 Northeast Southwest 11 Southeast Note : Map excludes three non - US companies.
Slide 45: Average acquisition size has increased with platform scale
45 Note: $ amounts in millions and rounded. Average acquisition size has increased with platform scale, while purchase multiples have remained consistent EVOLUTION: + Max purchase price cap increased from $3M to $6M with deployment of our major credit facility + By 2023 we saw ~$1M EBITDA SMEs were
Slide 46: Opportunity set for $1-5M EBITDA companies is vast
46 $5M $2.5M $1M Avg EBITDA Size $25 - 50M $10 - 25M $5 - 10M Revenue Range 59,000 158,000 235,000 Estimated US Companies 1 50 100 250 Companies to add $250M 1) Teamshares estimate based on U.S. Census Bureau for firms with $5 - 10, $10 - 25, and $25 - 50 million annual revenue as a proxy for the av
Slide 47: We have a clear, repeatable compounding model
47 We have a clear, repeatable compounding model
Slide 48: Listing at the point where acquired EBITDA is mostly incremental margin
48 Teamshares is listing at the point where acquired EBITDA is mostly incremental margin These figures are goals / targets and are forward - looking, subject to significant, business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Co
Slide 49: Inspecting our compounding cycle
49 Inspecting our compounding cycle 7.2% 2025 Organic EBITDA Growth Acquire EBITDA Retain EBITDA Drop - Through EBITDA Lower Interest Rate 5.3x 2025 Acquisitions Purchase Price / PF Adj. EBITDA +$33M 2025 PF Operating EBITDA Increase vs. $(2)M 2025 Corporate G&A Decrease S+3.1% Blended cost above SO
Slide 50: The outcome measured by upstreamed cash
50 The outcome measured by upstreamed cash We believe the ability to return this level of unlevered cash within 24 months is an outlier The amounts presented represent the unlevered cash distributed from operating subsidiaries to our parent entity during the first 24 months following the acquisition
Slide 51: Technology Overview
Technology Overview Kevin Shiiba | CTO
Slide 52: We build software to access, industrialize and scale our model
52 We build software to access, industrialize + scale our model in the SME market TECHNOLOGY GOALS + Lower Cost: reduce the marginal cost of acquisitions and operations + Increase Throughput: increase acquisition pace while maintaining quality + Reduce Risk and Errors: enforce consistency of financi
Slide 53: Technology and data is how our model scales and compounds
53 Technology and data is how our model scales and compounds More data Financial + Operational Data accumulates AI aimed at driving scale and better financial decisions Better underwriting Improved selection Better financing Lower cost, more capacity Reinvest in more Companies + High ROI technology
Slide 54: How we acquire
54 How we acquire Our transactions software systematically sources + underwrites thousands of businesses annually <$30K to close an acquisition 1 vs. ~$300 - 600K for a typical search fund 2 1) Estimate based on average internal costs. 2) Yale School of Management. Lifetime sourcing metrics 475,000+
Slide 55: How we manage equity ownership and cash flow alignment
55 Very low marginal cost to implement & maintain vs. ~$50K annually with outside advisors 1 How we manage equity ownership + cash flow alignment ISSUE SHARES UPSTREAM CASH PROGRAMMATIC BUYBACKS EMPLOYEE SHAREHOLDER VIEW Payroll Data Integrations Automated Automated Creates alignment for profit grow
Slide 56: We programmatically manage operating cash flow
56 Operating Subsidiary Operating Subsidiary Operating Subsidiary Monthly Cash Sweep ⇡ Reinvestment potential We programmatically manage operating cash flow We aim to reinvest upstreamed cash flows into new acquisitions in order to compound over time Structured monthly sweeps from operating subsidia
Slide 57: Our data advantage drives financial visibility
57 Our data advantage drives financial visibility KPIs + LTM metrics By industry and company DATA SOURCES Accounting / ERP Integrations with 30+ systems Point of Sale Real - time transactions Payroll Integrations with 40+ systems Banking Two national SIFI banks Standardized Financial + Operating Dat
Slide 58: How AI accelerates the platform
58 How AI accelerates the platform TEAMSHARES PLATFORM LEVEL Revenue forecasting Investment analysis AP reconciliation + cash application Chart of accounts mapping Software development + design Financial Analysis Data Analytics Weekly business insights + alerts “On the shop floor” assistant Accounti
Slide 59: Acquisition + Transition Overview
Acquisition + Transition Overview Madhuri Kommareddi | COO
Slide 60: Sourcing
60 + Software automates / facilitates NDA and info gathering + Initial info package enables screening against our structural investment criteria + Daily IC review of new leads Sourcing + Broker listings = actionable transactions + 75K listings per year sourced + Software automatically filters listin
Slide 61: Underwriting and Offers
61 Underwriting and Offers Software + data - driven underwriting CIM Tax Returns Valuation 4 - 6x Expected EBITDA* Multiple Target 15 - 20% Unlevered FCF Yield Target * EBITDA recast for expected leadership replacement costs Offers + AI - assisted CIM analysis + Investment memo with structured inves
Slide 62: Financial diligence and closing
62 Financial diligence and closing Key diligence and closing steps + 90 - day target close process + Rigorous in - house quality of earnings and proof of cash analyses + In house legal doc and diligence + Extended business and accounting systems/practices diligence More efficient, lower cost version
Slide 63: Onboarding
63 Onboarding Pre - close + GAAP conversion + Systems upgrade assessment + President attribute profiling + Key employee meetings/alignment Post - close + Standard information gathering + transition checklist + President hiring and training program + Share issuance and education + Former owner transi
Slide 64: Institutionalized leadership model with company presidents
64 President President President President Group President President Industry Lead … President Group President 80%+ hiring success rate since 2023 Presidents with industry experience plug into an institutionalized leadership model A sample of prior employers Industry group oversight structure Decent
Slide 65: Financial visibility driven by Teamshares OS
65 Financial visibility and proactive management across industry groups driven by Teamshares OS Slack push alerts for Monthly MD&A Operating Company KPI Dashboard Industry Group Dashboard
Slide 66: Quick Break
Quick Break 10 minutes
Slide 67: Operations Panel Discussion
67 Operations Panel Discussion Jacob Roche President & Industry Lead TEAMSHARES Madhuri Kommareddi Chief Operating Officer Anthony Brown Company President Sean Garcia Industry Lead Sarah Queen Company President
Slide 68: Financial Overview
Financial Overview Brian Gaebe | CFO
Slide 69: Simple Financial Drivers
69 Simple Financial Drivers 1 Acquire durable, cash - generative businesses 2 Maintain post - acquisition performance 3 Scale corporate overhead 4 Lower our cost of capital Public listing provides capital and flexibility to accelerate execution of these drivers Four primary factors drive our financi
Slide 70: Attractive Unit Economics on Acquisition Equity
70 Attractive Unit Economics on Acquisition Equity 4.9x EBITDA Purchase Multiple Historical Average 2 [1] Acquire durable, cash - generative businesses 22% ROE Actuals @ 13.5% blended interest 3 30 - 40% Sensitized actuals @11.5% and @10% blended interest Results to Date Acquiring EBITDA Target Retu
Slide 71: Consistent Performance Through Active Ownership
71 ~3% organic EBITDA growth CAGR from ‘19 - ‘25 2 [2] Maintain post - acquisition performance Consistent Performance Through Active Ownership Organic Growth organic EBITDA growth YoY 1 ~7.2% Profitability Drivers YoY EBITDA margin expansion 3 ~1% Outperforming Comps outperformance vs. R2000 YoY gro
Slide 72: Productivity Scale Through Tech-Enabled Leverage
72 Productivity Scale Through Tech - Enabled Leverage [3] Scale corporate overhead 2025 Results Affirm Scalability PF Operating EBITDA increase 1 +$32.9M 72 Corporate overhead decrease 2 - $2M Platform employee reduction 3 - 15% EBITDA and Corporate Cost Trends PF Operating EBITDA : Corporate Costs
Slide 73: Cost of Capital Declines as Credit Improves
73 Cost of Capital Declines as Credit Improves [4] Lower cost of capital Transaction proceeds and going public provide immediate positive impact to credit profile Initial Credit Facility 1 ● SOFR + 11% ● 3.5x Debt / EBITDA Then (Facility since 2021) Seller Notes ● No broad use until H2’23 15% WA Int
Slide 74: Clear and Achievable Path for EBITDA Growth
74 Clear and Achievable Path for EBITDA Growth EBITDA Forecast Bridge $19 2025A PF Adj. EBITDA 40 Acquisitions 3 Organic Growth (2) Corporate Overhead $60 2026E PF Adj. EBITDA 45 Acquisitions 4 Organic Growth (9) Corporate Overhead $100 2027E PF Adj. EBITDA Acquisitions Acquire EBITDA of $40mm in ‘2
Slide 75: Existing $126.5M PIPE contributes to equity needed for acquisitions
75 Existing $126.5M PIPE makes significant contributions to equity needed for acquisitions Note: Amounts in millions of dollars. These figures are goals / targets and are forward - looking, subject to significant, business, economic, regulatory and competitive uncertainties and contingencies, many o
Slide 76: Growth Capital Allocation
76 Growth Capital Allocation Acquisitions: primary growth and capital allocation strategy Organic growth: selective allocation to companies that grow EBITDA > 20% with attractive payback metrics Returning Capital to Shareholders Share repurchases: no initial plans for a share buyback program. The bo
Slide 77: Live Oak Key Conclusions
Live Oak Key Conclusions Adam Fishman | Live Oak CFO
Slide 78: Building confidence in key investor questions at listing
78 + Capital Deployment: Can Teamshares continue to deploy capital into high - return opportunities? + Operating Performance: Can Teamshares maintain and grow EBITDA post - acquisition? + Model Scalability: Can the model continue scaling? + Cost of Capital: Can Teamshares lower their cost of capital
Slide 79: Q&A Teamshares + Live Oak
Q&A Teamshares + Live Oak
Slide 80: ONLINE ORVER CHECK IN HERE
if ONLINE ORVER 4 CHECK IN HERE Mea
Slide 81: Historical Financial Results and Reconciliation of Non-GAAP Measures
81 Historical Financial Results and Reconciliation of Non - GAAP Measures
Slide 82: Adjusted EBITDA
82 Adjusted EBITDA + Adjusted EBITDA represents our consolidated results for the post - acquisition period and is calculated as net income (loss) adjusted to exclude (i) interest expense, net, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) certain non - cash items an
Slide 83: Non-GAAP Measures (cont.)
83 Non - GAAP Measures (cont.) + This presentation includes certain non - GAAP financial measures. These measures are intended to supplement, not substitute for, comparable GAAP measures, and may differ from similarly - titled measures used by other companies. + Management believes these non - GAAP
Slide 84: Risk Factors
84 Risk Factors Risks Related to Live Oak and the Proposed Business Combination ● Live Oak may not be able to obtain the required shareholder approval to consummate the Proposed Business Combination. ● Live Oak’s sponsors, directors and officers have potential conflicts of interest in recommending t
Slide 85: Risk Factors
85 Risk Factors ● The combined company’s reported operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the market price of its securities to fluctuate or decline. ● Following the consummation of the Proposed Bus
Slide 86: Risk Factors
86 ● We face intense competition, especially from well - established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to grow our business. ● We may need to change ou
Slide 87: Risk Factors
87 Risk Factors Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses uncertainty regarding the ability of Teamshares to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about Teamshares ability to
Slide 88: It's still Day One
It’s still Day One at
Live Oak Acquisition Corp. V — SPAC Merger (March 2026) on 6ix