Teamshares Inc. · NASDAQ:TMS
Teamshares — SPAC Merger (November 2025)
40 slides from Teamshares's SPAC merger presentation, Nov 14, 2025
Slide 1: Investor Presentation
1 Investor Presentation A permanent home for businesses
Slide 2: Disclaimer
2 Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only in connection with a proposed business combination between Teamshares Inc. (the “Company”) and Live Oak Acquisition Corp. V (“Live Oak”) and related transactions (collect
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: Presenters
4 Presenters LIVE OAK Michael Brown Alex Eu Brian Gaebe Rick Hendrix Adam Fishman Founder and CEO Founder and President Chief Financial Officer Chairman and CEO President and CFO TEAMSHARES
Slide 5: Live Oak has diverse public markets experience
5 Live Oak has diverse public markets experience Public Company Executives Operating Executives Critical strategic advice and resources to + Executive Officers at NYSE-listed Led FBR to become: ensure a successful public market entry middle-market investment bank FBR & Co + #1 bookrunner for all lat
Slide 6: Live Oak Acquisition Corp V is partnering with Teamshares
6 Live Oak Acquisition Corp V is partnering with Teamshares to take public a uniquely scalable company we believe uniquely benefits from public market capital Live Oak perspective on Teamshares: + Among the largest acquirors of American + Backed by leading, patient institutional VCs SMEs, with decad
Slide 7: Transaction Summary
7 Transaction Summary Pro Forma Enterprise Value $746M + Entry multiple of 11.2x 2027E PF Adj. Primary Proceeds Up to $333M EBITDA1 represents an attractive entry multiple relative to peers PIPE $126M at $9.20/Share + Other programmatic acquirors trade at 17.4x 2027E EBITDA2 Use of Proceeds 100% Pri
Slide 8: Teamshares is a tech-enabled acquiror of high quality businesses
8 Teamshares is a tech-enabled acquiror of high quality businesses PRO FORMA ADJ. OPERATING EBITDA1 2020A <$1M Operating EBITDA is Teamshares’ unit-based Part holdco, part fintech, we EBITDA before corporate opex programmatically acquire companies 2024A $35M (akin to “4-Wall” economics) with $0.5 to
Slide 9: Our acquisition-based business model drives predictable, repeatable growth
9 Our acquisition-based business model drives predictable, repeatable growth and scales through financial technology Investment thesis to build a generational company [1] Millions of businesses are expected to sell as Baby Boomers retire1 [2] Our platform finds, analyzes + transitions businesses eff
Slide 10: What Teamshares has built in just 6 years
10 What Teamshares COMPANY BUILDING ACQUISITION ENGINE CAPITAL EFFICIENCY has built in just 6 $434M 13,000+ 30-40% years as a market- LTM Revenue 6/30/2025 Size-qualified leads sourced annually via our software of purchase price T+24 Realized Capital Returns defining leader 87 $0.5-5M 15-20% Operati
Slide 11: A founder-led team built for scale
11 A founder-led team built for scale with executive experience aligned to the model Michael Brown Alex Eu Kevin Shiiba Brian Gaebe Madhuri Kommareddi Founder + CEO Founder + President Founder + CTO CFO COO Acquired + operated Acquired + operated Product manager + Former public company Executive exp
Slide 12: Backed by leading tech investors to build a generational company
12 Backed by leading tech investors to build a generational company This financing is a strategic growth unlock, not an exit.
Slide 13: Business Overview
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Slide 14: An unaddressed asset class with a structural need to sell
[1] Millions of businesses are expected to sell as Baby Boomers retire 14 An unaddressed asset class with a structural need to sell 6M 2 U.S. businesses with <100 employees Small business owners face a 70%1 failure rate 52% 2 Owners are age 55+ and many need to sell over the next decade-plus when tr
Slide 15: We address this large, illiquid market with clear differentiation
[1] Millions of businesses are expected to sell as Baby Boomers retire 15 We address this large, illiquid market with clear differentiation CERTAINTY + CREDIBILITY + 80% of our signed LOIs close (unusual in SME acquisitions) + Nearing 100 successful transitions STRONG LEGACY + Permanent ownership mo
Slide 16: Teamshares' purpose-built software creates platform scale and efficiency
[2] Our platform finds, analyzes + transitions businesses efficiently 16 Teamshares’ purpose-built software creates platform scale and efficiency OUR SOFTWARE ENABLES: → Standardized financial visibility for every company → Platform assembly line of specialized labor → Efficiencies through industria
Slide 17: We systematically source + underwrite thousands of businesses annually
[2] Our platform finds, analyzes + transitions businesses efficiently 17 Lifetime sourcing metrics Key criteria We systematically source + underwrite thousands of businesses annually + Retirement situations Teamshares’ software helps source, underwrite, and close 440,000+ + Decades in business Activ
Slide 18: Durable companies with strong industry + geographic diversification
[2] Our platform finds, analyzes + transitions businesses efficiently 18 Resulting in durable companies (35 yrs old on avg) with strong industry + geographic diversification SIGNIFICANT INDUSTRY DIVERSIFICATION BROAD GEOGRAPHIC DIVERSIFICATION Distribution Technical Services NORTHEAST 26 WEST MIDWES
Slide 19: We programmatically hire Presidents
[2] Our platform finds, analyzes + transitions businesses efficiently 19 We programmatically hire Presidents, a rare job in the founder-driven SME economy 86% hiring success rate since 2023 A sample of prior employers + Institutionalized transition and leadership capacity, designed to ensure operati
Slide 20: Programmatic control of cash flow, tech-enabled and increasingly automated
[2] Our platform finds, analyzes + transitions businesses efficiently 20 Programmatic control of cash flow, already tech-enabled, and increasingly automated Reinvestment into Key points: new acquisitions Teamshares + Consolidation and financial control of banking + Fixed recurring payments are autom
Slide 21: How Teamshares targets strong returns on acquisition equity
[3] New businesses add powerful unit economics + accelerate our flywheel 21 How Teamshares targets strong returns on acquisition equity1 ACQUIRING EBITDA CONVERTING EBITDA TO LFCF $1 EBITDA $1 EBITDA x 5x Target EBITDA multiple x 80% EBITDA to Unlevered FCF conversion 1:1 Target - 4x LTV through 3.0
Slide 22: Unlevered returns are tracking to targets
[3] New businesses add powerful unit economics + accelerate our flywheel 22 Unlevered returns are tracking to targets, with levered returns expected to converge1 TARGET ACQUISITION METRICS TARGET CAPITAL METRICS RESULTS TO DATE $0.5-5.0M 80% LTV 30-40% EBITDA range Through senior and seller financin
Slide 23: Each acquisition creates platform value
[3] New businesses add powerful unit economics + accelerate our flywheel 23 Each acquisition, and thousands more analyzed per year, create platform value Build the Teamshares Platform: Proprietary software to programmatically acquire great companies 16% Y/Y Organic EBITDA growth in 1H 2025 + onboard
Slide 24: Platform productivity continues to scale thanks to tech-enabled leverage
[4] Teamshares is built to scale with thousands of businesses 24 Platform productivity continues to scale thanks to tech-enabled leverage $3.5M+ Pro Forma Adj. Operating EBITDA per Platform Employee 2027 target incremental EBITDA per incremental platform level employee hired Why Teamshares is a scal
Slide 25: Financial path to self-sustaining growth
[4] Teamshares is built to scale with thousands of businesses 25 Financial path to self-sustaining growth Pro Forma Adj. Operating EBITDA Teamshares’ programmatic acquisition model is expected to generate meaningful and predictable earnings growth Transaction proceeds should be more than sufficient
Slide 26: Why Now?
26 Why Now? We believe being public accelerates Teamshares’ opportunity to scale as a market-defining leader We believe being public is a strategic growth unlock for Teamshares: → faster and cheaper acquisition financing enables faster, more profitable growth potential The deSPAC helps pull forward
Slide 27: Transaction
27 Transaction
Slide 28: Transaction Overview
28 Transaction Overview Pro forma enterprise value ($M) Pro Forma Enterprise Value Overview Pro Forma Shares Outstanding 92.646 Illustrative Share Price $10.00 + Pre-money fully diluted equity valuation of $525 million (plus earnout) Pro Forma Market Cap $926 Plus: Initial Net Debt(1) $152 + Implied
Slide 29: Programmatic Acquirors Have Compounded Growth Over Time
29 Programmatic Acquirors Have Compounded Growth Over Time Compound Annual Growth Rate (“CAGR”) Since January 2020 + Programmatic acquirors have delivered 20%+ compounding annual returns since January 2020 + ~20% median compound annual growth rate has exceeded the S&P 500 by ~7% on an annual basis d
Slide 30: Teamshares is unique among peer programmatic acquirors
30 Teamshares is unique among peer programmatic acquirors Financials Teamshares investment 2027E EV / 11.2x(1) 21.2x 20.7x 20.5x 18.4x 16.4x 14.5x 13.5x 11.7x opportunity EBITDA Enterprise + Listed on a major U.S. Value $749M $17.9B $9.7B $5.3B $10.0B $2.8B $9.7B $1.1B $52.8B exchange Description +
Slide 31: Teamshares' acquisition capacity is unique amongst programmatic acquirors
31 Teamshares’ acquisition capacity is unique amongst programmatic acquirors ’26E - ’27E EBITDA growth benchmarking (1) + Leading growth characteristics driven by proprietary, tech-driven acquisition and integration engine + Continued operating leverage as purchased Operating EBITDA magnifies Adjust
Slide 32: Valuation benchmarking
32 Valuation benchmarking 2026 EV / EBITDA (1) 2027 EV/EBITDA (2) Enterprise Value $749M $17.9B $9.7B $5.3B $10.0B $2.8B $9.7B $1.1B $52.8B Acquisition Adjusted EV / Pro Forma EBITDA Reported Note: Public company financial estimates as of 11/10/2025. Teamshares is using corporate EBITDA. Source: Fac
Slide 33: It's still Day One at Teamshares
33 It’s still Day One at
Slide 34: Appendix
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Slide 35: Key forecast drivers
35 Key forecast drivers RECENT RESULTS FORECAST ASSUMPTIONS ACQUISITION + $8.5M of EBITDA acquired in Q1’25 + Avg. of $10M and $12M of EBITDA acquired GROWTH per quarter in ‘26 and ‘27 + $10-15M of EBITDA under LOI expected to close in Q4’25 + $6M acquired EBITDA target in Q1 ‘26 ORGANIC + 16% Y/Y i
Slide 36: Historical Financial Results and Reconciliation of Non-GAAP Measures
36 Historical Financial Results and Reconciliation of Non-GAAP Measures Note: The Company elected certain private company practical expedients permitted under US GAAP, most notably the treatment of goodwill and certain intangible assets per ASC 350 and ASC 805. The Company is in the process of unwin
Slide 37: Non-GAAP Measures
37 Non-GAAP Measures Operating EBITDA Pro Forma Adjusted EBITDA + This presentation includes certain non-GAAP financial measures. + Represents earnings from our operating subsidiaries (excl. + Represents Adjusted EBITDA plus the pre-acquisition results for These measures are intended to platform-lev
Slide 38: Risk Factors
38 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 39: Risk Factors
39 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 40: Risk Factors
40 Risk Factors ● 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 t