Live Oak Acquisition Corp. V · NASDAQ:LOKV
Live Oak Acquisition Corp. V — Teamshares — SPAC Merger (November 2025)
40 slides from Live Oak Acquisition Corp. V's SPAC merger presentation, Nov 14, 2025
Slide 1: Investor Presentation: A permanent home for businesses
Investor Presentation A permanent home for businesses
Slide 2: About this Presentation
2 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 (collectively, the
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 Presefiters Adam Fishman President and CFO TEAMSHARES Michael Brown Founder and CEO Alex Eu Founder and President Brian Gaebe Chief Financial Officer Rick Hendrix Chairman and CEO LIVE OAK 4
Slide 5: Live Oak executive experience
5 Public Company Executives + Executive Officers at NYSE - listed middle - market investment bank FBR & Co + Completed an IPO, several follow - on offerings and multiple private placements + Oversaw 12 corporate M&A and divestiture transactions + Sold to public company for cash and stock Operating E
Slide 6: Live Oak perspective on Teamshares
+ Among the largest acquirors of American SMEs, with decades of growth ahead + Uniquely scaled, tech - enabled acquisition + management platform to acquire profitable SMEs across the U . S . + Consistent with our criteria: high - growth, large TAM, EBITDA - positive, proven model, experienced manage
Slide 7: Transaction Summary
7 Tr6fis6ctiofi Summ6ry Pro Form6 Efiterprise V6lue Prim6ry Proceeds PIPE Use of Proceeds Existifig Sh6reholder % Te6msh6res Exec Lockup Afiticip6ted Closifig + Entry multiple of 11.2x 2027E PF Adj. EBITDA 1 represents an attractive entry multiple relative to peers + Other programmatic acquirors tra
Slide 8: Teamshares is a tech-enabled acquiror of high quality businesses
8 Te6msh6res is 6 tech - efi6bled 6cquiror of high qu6lity busifiesses 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 It’s still D6y Ofie 6t Te
Slide 9: Investment thesis to build a generational company
9 1 Millions of businesses are expected to sell as Baby Boomers retire 1 2 Our platform finds, analyzes + transitions businesses efficiently 3 New businesses add powerful unit economics + accelerate our flywheel 4 Teamshares is built to scale with thousands of businesses 1. See page 14 for data and
Slide 10: What Teamshares has built in just years as market-defining leader
10 Wh6t Te6msh6res h6s built ifi just 6 ye6rs 6s 6 m6rket - defifiifig le6der + Among the largest SME acquirors + Built a scalable platform of centralized financial technology and decentralized aligned leadership + Demonstrated strong acquisition throughput to date: 7 companies closed in a single mo
Slide 11: A founder-led team built for scale
11 M6dhuri Komm6reddi Bri6fi G6ebe Kevifi Shiib6 Alex Eu Mich6el Browfi COO CFO Founder + CTO Founder + President Founder + CEO Executive experiefice ifi Former public comp6fiy Product m6fi6ger + Acquired + oper6ted Acquired + oper6ted fifi6fice + goverfimefit chief 6ccoufitifig officer softw6re efi
Slide 12: Backed by leading tech investors
12 Backed by leading tech investors to build a generational company This financing is a strategic growth unlock, not an exit.
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Slide 14: Millions of businesses are expected to sell as Baby Boomers retire
14 [1] Millions of businesses are expected to sell as Baby Boomers retire U.S. businesses with <100 employees Actively for sale businesses sourced by our software since 2020 (running at ~70K annually) Afi ufi6ddressed 6sset cl6ss with 6 structur6l fieed to sell Sources: 1. Exit Planning Institute. 2
Slide 15: We address this large, illiquid market with clear differentiation
15 + Internal peer network + Most operating independence preserved besides financial integration + Platform designed to add more stability and capital access than individual ownership [1] Millions of businesses are expected to sell as Baby Boomers retire ENHANCED CONTINUITY STRONG LEGACY + Permanent
Slide 16: Purpose-built software creates platform scale and efficiency
16 Te6msh6res’ purpose - built softw6re cre6tes pl6tform sc6le 6fid efficieficy OUR SOFTWARE ENABLES: → Standardized financial visibility for every company → Platform assembly line of specialized labor → Efficiencies through industrial production techniques → Continual automation opportunities + Per
Slide 17: We systematically source and underwrite thousands of businesses annually
17 We system6tic6lly source + ufiderwrite thous6fids of busifiesses 6fifiu6lly Te6msh6res’ softw6re helps source, ufiderwrite, 6fid close 6cquisitiofis efficiefitly 6fid progr6mm6tic6lly Lifetime sourcifig metrics 440,000+ Actively for sale listings 45,000+ Size qualified leads 8,000+ Leads analyzed
Slide 18: Resulting in durable companies with industry and geographic diversification
18 WEST 20 MIDWEST 21 NORTHEAST 26 ALASKA 1 SOUTHWEST 8 SOUTHEAST 10 Resultifig ifi dur6ble comp6fiies (35 yrs old ofi 6vg) with strofig ifidustry + geogr6phic diversific6tiofi SIGNIFICANT INDUSTRY DIVERSIFICATION BROAD GEOGRAPHIC DIVERSIFICATION Food & Bever6ge Buildifig Products Distributiofi Tech
Slide 19: We programmatically hire Presidents
19 86% hirifig success r6te sifice 2023 + Institutionalized transition and leadership capacity, designed to ensure operating continuity and resilience + Each company has a dedicated leader, whose cost is underwritten at acquisition, embedded at the opco level + New presidents report to a seasoned gr
Slide 20: Programmatic control of cash flow
20 Key poifits: + Consolidation and financial control of banking + Fixed recurring payments are automated + Workflow software for monthly variable FCF sweeps + Automated working capital management in development, and working towards near full automation of cash flow [2] Our platform finds, analyzes
Slide 21: Converting EBITDA to levered FCF
21 CONVERTING EBITDA TO LFCF $1 EBITDA EBITDA to Unlevered FCF conversion Debt service (4.0x * 10% blended interest rate) Year 1 Levered FCF x 80% - $0.4 = $0.4 ACQUIRING EBITDA $1 EBITDA Target EBITDA multiple LTV through 3.0x senior and 1.0x seller financing Equity deployed x 5x - 4x = $1 1. These
Slide 22: Unlevered returns are tracking to targets
22 TARGET ACQUISITION METRICS $0.5 - 5.0M EBITDA range 4 - 6x Target EBITDA multiple 15 - 20% Unlevered FCF Yields TARGET CAPITAL METRICS 80% LTV Through senior and seller financing 75 - 85% EBITDA to Unlevered FCF conversion 40%+ EBITDA to Levered FCF conversion RESULTS TO DATE 30 - 40% Purchase pr
Slide 23: Each acquisition creates platform value
23 + Lower debt cost + Scaling above platform G&A + Pricing reviews + Captive insurance products + External group procurement + Intercompany purchasing [3] New businesses add powerful unit economics + accelerate our flywheel E6ch 6cquisitiofi, 6fid thous6fids more 6fi6lyzed per ye6r, cre6te pl6tform
Slide 24: Why Teamshares is a scalable platform
24 Why Te6msh6res is 6 sc6l6ble pl6tform + Centralized financial tech + infrastructure + Software enables a platform assembly line, creating industrial production efficiency + Continuous improvement in software creates ongoing automation of manual tasks + AI is increasing engineering throughput [4]
Slide 25: Financial path to self-sustaining growth
25 Transaction proceeds should be more than sufficient to bridge company to fund acquisitions through internal cash flow + debt Teamshares’ programmatic acquisition model is expected to generate meaningful and predictable earnings growth [4] Teamshares is built to scale with thousands of businesses
Slide 26: Why Now?
26 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 our self - funding inflection point: → sizable equity proceeds to invest in acquisitions right as Teamshar
Slide 27: Transaction
Transaction
Slide 28: Transaction overview
28 + Pre - money fully diluted equity valuation of $525 million (plus earnout) + Implied pro forma enterprise value of $746 million (1) + Fully committed PIPE of $126m at $9.20 per share anchored by accounts advised by T. Rowe Price Investment Management, Inc. and other institutional investors + Exi
Slide 29: Programmatic acquirors have compounded growth over time
29 + 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 during his period + Outperformance is more pronounced relative to European exchanges Progr6mm6tic Acquirors H6ve
Slide 30: Teamshares is unique among peer programmatic acquirors
30 Note: Public company financial estimates as of 11/10/2025. Source: Company websites and financials, and FactSet. (1) Implied pro forma enterprise value based on pre - money fully diluted equity valuation of $525M adjusted for $425 million in aggregate purchase consideration in 2026 and 2027. See
Slide 31: Teamshares' acquisition capacity is unique amongst programmatic acquirors
31 Corporate EBITDA Pro Forma Adjusted Operating EBITDA ’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 Adjusted EBITDA expansion
Slide 32: Valuation benchmarking
32 V6lu6tiofi befichm6rkifig 2026 EV / EBITDA 2027 EV/EBITDA (1) Enterprise Value Note: Public company financial estimates as of 11/10/2025. Teamshares is using corporate EBITDA. Source: FactSet and company filings. (1) Implied pro forma enterprise value based on pre - money fully diluted equity val
Slide 33: It's still Day One at Teamshares
It’s still Day One at
Slide 34: ONLINE ORVER CHECK IN HERE
if ONLINE ORVER 4 CHECK IN HERE Mea
Slide 35: Key forecast drivers
35 Key forec6st drivers + $8.5M of EBITDA acquired in Q1’25 + $10 - 15M of EBITDA under LOI expected to close in Q4’25 ORGANIC GROWTH RECENT RESULTS ACQUISITION GROWTH CORPORATE OVERHEAD + 16% Y/Y increase in Operating EBITDA during H1’25 for companies owned >12 months + Headcount consistent with ea
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 unw
Slide 37: Non-GAAP measures definitions
37 Adjusted EBITDA + Consolidated results for the post - acquisition period. + Excludes certain non - cash expenses such as share - based compensation, gains/(losses) from disposition of assets, impairment expense, and changes in fair value of financial instruments. Removing non - cash charges highl
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 ● 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