the accompanying notes to the unaudited pro forma condensed combined financial information;

the historical unaudited interim condensed financial statements of Live Oak as of March 31, 2026 and for the three months ended March 31, 2026, and the historical audited financial statements of Live Oak as of and for the year ended December 31, 2025

the historical unaudited interim condensed consolidated financial statements of Teamshares as of March 31, 2026 and for the three months ended March 31, 2026, and the historical audited financial statements of Teamshares as of and for the year ended December 31, 2025 and

other information relating to Teamshares and Live Oak included in this Proxy Statement/Prospectus, including the description of the Merger Agreement and the transactions contemplated in the section titled “The Business Combination Proposal.”

all of the issued and outstanding capital stock of the Company as of immediately prior to the First Effective Time were automatically cancelled in exchange for the right for each Company Stockholder to receive its Pro Rata Share of the Stockholder Merger Consideration (after giving effect to Liquidation Preference Elections and, thereafter, giving effect to the Company Preferred Stock Exchange or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding Company Treasury Shares);

Company Options outstanding and in-the-money (as defined in the Merger Agreement) as of immediately prior to the First Effective Time were assumed by Live Oak and replaced with options exercisable for shares of Combined Company Common Stock, subject to adjustments to the exercise prices and number of underlying shares, in each case in accordance with the terms of the Merger Agreement; and

Earnout Participants, as defined in the Merger Agreement, have a contingent right to receive certain Earnout Shares, subject to satisfaction of relevant conditions, if any such Earnout Shares are issued during the Earnout Period in accordance with the terms and subject to the conditions set forth in the Merger Agreement.

if the VWAP of the Combined Company Common Stock equals or exceeds the Earnout Tier I Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares;

if the VWAP of the Combined Company Common Stock equals or exceeds the Earnout Tier II Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares; and

if the VWAP of Combined Company Common Stock equals or exceeds the Earnout Tier III Share Price Target for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing at least 150 days after the Closing Date but prior to the expiration of the Earnout Period, then, subject to the terms and conditions of the Merger Agreement, the Earnout Participants shall be entitled to receive Two Million (2,000,000) Earnout Shares.

Earnout Tier

VWAP Condition

Name

Michael Brown

Alex Eu

Kevin Shiiba

Brian Gaebe

Madhuri Kommareddi

The stockholders of Teamshares have the greatest voting interest in the Combined Company;

The stockholders of Teamshares have the ability to control decisions regarding election and removal of directors and officers of the Combined Company;

Teamshares’ operations prior to the Business Combination comprise the only ongoing operations of the Combined Company;

Teamshares’ existing senior management comprise the senior management of the Combined Company; and

Teamshares is the larger entity (relative to Live Oak) based on historical operating activity and its larger employee base.

Earnout Shares – Teamshares management is currently evaluating the accounting treatment related to the portion of the Earnout Shares attributed to Eligible Optionholders who satisfy the applicable eligibility criteria as of a Trigger Date. These are considered a separate unit of account from the Earnout Shares attributed to Teamshares Stockholders. For purposes of the unaudited pro forma condensed combined financial information, the company has preliminarily treated the portion of these Earnout Shares subject to continued service requirements as stock-based compensation and classified them as equity. However, the evaluation and finalization of accounting conclusions, including any related compensation expense, are ongoing and subject to change.

Live Oak Public Warrants and Private Warrants – Live Oak Public Warrants and Private Warrants are accounted for as equity instruments in the historical financial statements of Live Oak. Based on existing terms and no anticipated modifications, Teamshares management preliminarily expects that equity classification for the Public Warrants and Private Warrants will continue to be appropriate for the Combined Company warrants issued at Closing in respect of the Live Oak Public Warrants and Private Warrants; provided, that Teamshares management may continue to analyze this treatment, with final conclusions to be determined as described immediately below.

Contingent Payment to HBC—On December 23, 2025, certain subsidiaries of Teamshares entered into the HBC Credit Facility, which had approximately $33.9 million in principal outstanding as of March 31, 2026. As additional consideration for entering into the HBC Credit Facility, Teamshares agreed, pursuant to the HBC-Teamshares Fee Letter, to pay “HBC Fee” upon a future, post-Business Combination date, subject to and contingent upon the consummation of the proposed Business Combination, which HBC Fees may, in the discretion of Teamshares, be deliverable in the form of (i) shares of Combined Company Common Stock (with the number of such shares of Combined Company Common Stock to be determined based on the arithmetic average of the daily volume-weighted average trading price of shares of Company Common Stock during the seven (7) full trading days immediately preceding the date of issuance of such shares) or (ii) cash, in an amount equal to $1 million ; and provided, further, that Teamshares may be required to deliver the HBC Fees in cash if certain conditions set forth in the HBC-Teamshares Fee Letter are not satisfied in connection with the Business Combination or during the post-Closing period preceding the HBC Fee required payment date, in each case in accordance with the terms of the HBC-Teamshares Fee Letter. See Note 9, “Debt” to the Teamshares Inc. audited annual consolidated financial statements included elsewhere in this Proxy Statement/Prospectus for further discussion of the HBC Credit Facility. As of the date hereof, management has not concluded whether the $1.0 million liability will be paid in cash or in shares of common stock in the Combined Company. Therefore, for purposes of the pro forma presentation, management has reflected the $1.0 million base HBC Fee in the form of cash payment in the Unaudited Pro Forma Condensed Combined Balance Sheet to reflect the settlement of this liability, representing the minimum amount payable upon consummation of the Business Combination. Management of the Combined Company will finalize their election to settle this liability in cash or common stock in the Combined Company on the earlier of 1) 30 days following the effectiveness of the registration statement covering the resale of the Initial PIPE Shares or 2) one year following the Closing.

Equity Capitalization Summary

Former Live Oak Public Shareholders

Sponsor⁽¹⁾

Initial PIPE Investors⁽³⁾

Teamshares Stockholders⁽²⁾

SAFE Investors⁽⁴⁾

FPA Investor⁽⁵⁾

Other⁽⁶⁾

Total

Excludes (i) 1,150,000 Founder Post-Closing Restricted Shares, which are subject to vesting upon the occurrence of the Founder Share Tier I Share Price Target and Founder Share Tier II Share Price Target or upon the occurrence of a Qualifying Change of Control during the Founder Share Measurement Period; and (ii) 524,765 remaining Incentive Founder Shares. Live Oak used a total of 100,471 Incentive Founder Shares to incentivize commitments from certain investors in Financing Transactions, secure Trust Account non-redemption or backstop arrangements or otherwise provide support in connection with any financing transaction (inclusive of the SAFE Investor Founder Shares).

Represents shares in the Combined Company issued at Closing to Teamshares Stockholders in respect of outstanding Teamshares shares as of immediately prior to the First Effective Time, including, without limitation, any holders of Teamshares stock issued upon exchange or conversion of Company securities issued in Interim Period Financing Transactions, if any, and excludes Earnout Shares, as well as any Initial PIPE Shares issuable at the Closing to Teamshares PIPE Investors. For pro forma shares calculation purposes, Stockholder Merger Consideration has been allocated amongst the Teamshares Stockholders based on such holders’ anticipated Pro Rata Shares (as defined in the Merger Agreement) as of the First Effective Time, taking into account among other assumptions, that (i) holders of all of the outstanding shares of Company Series D-1 Preferred Stock, Company Series D-2 Preferred Stock, Company Series D-NV Preferred Stock, Company Series E Preferred Stock and Company Series E-NV Preferred Stock have elected to receive their liquidation preference, and based on actual Liquidation Preference Elections received by Teamshares from Eligible Preferred Holders as of the date of this Proxy Statement/Prospectus (including that holders of all of the outstanding shares of Company Series C-2 Preferred Stock have waived their Liquidation Preference Election rights and, instead, had their shares of Company Series C-2 Preferred Stock converted into shares of Company Common Stock in accordance with the Mandatory Conversion procedures described in further detail elsewhere in this Proxy Statement/Prospectus), and holders of a portion of the outstanding shares of Company Series C-1 Preferred Stock have made Liquidation Preference Elections and the remainder have Mandatory Conversion Elections, and that (ii) prior to the First Effective Time, outstanding Company Warrants to purchase 77,258 shares of Company Common Stock are net exercised for 48,988 shares of Company Common Stock prior to the First Effective Time.

Reflects consummation of the approximately $126.5 million Initial PIPE Investment transaction in accordance with the terms of the Initial PIPE Subscription Agreements and includes the issuance of 13,750,000 shares of Combined Company Common Stock to the Initial PIPE Investors (including Teamshares PIPE Investors).

Pursuant to the terms of the Teamshares SAFEs, each of such SAFEs automatically converts at the Closing into shares of the Combined Company Common Stock.

Represents shares held by the FPA Investor.

Represents Incentive Founder Shares issued to investors who entered into NRAs.

Assets

Current Assets

Cash and Cash Equivalents

Due from Sponsor

Restricted Cash

Accounts Receivable, Net

Inventories

Prepaid Expenses

Other Current Assets

Total Current Assets

Long Term Assets

Restricted Cash

Property, Plant, and Equipment, Net

Operating Lease Right-Of-Use Assets, Net

Goodwill, Net

Internally Developed Software, Net

Trade Names, Net

Long-Term Prepaid Insurance

Other Assets

Marketable Securities Held in Trust Account

Total Long-Term Assets

Total Assets

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts Payable

Accrued Expenses

Accrued Offering Costs

Deferred Revenue

Contingent Consideration

Short-Term Debt and Current Portion of Long- Term Debt

Current Portion of Operating Lease Obligations

Other Current Liabilities

Total Current Liabilities

Long-Term Liabilities

Warrant Liability

Contingent Consideration

Long-Term Debt, Net

Long-Term Operating Lease Obligations

Other Long-Term Liabilities

Teamshares Earnout Shares

Deferred Founder Shares

Deferred Advisory Fee

Deferred Underwriting Fee

PIPE Subscription Agreements Liability

Forward Purchase Agreement Liability

Total Long-Term Liabilities

Total Liabilities

Redeemable Noncontrolling Interests

Live Oak Class A Ordinary Shares Subject to Possible Redemption

Stockholders’ Equity

Teamshares Common Stock

Teamshares Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Live Oak Preference Shares

Live Oak Class A Ordinary Shares

Live Oak Class B Ordinary Shares

Combined Company Common Stock

Total Stockholders’ Equity

Noncontrolling Interests

Total Equity

Total Liabilities and Stockholders’ Equity

Revenue

Cost of Revenue

Gross Profit

Operating Expenses (Income)

Depreciation

Amortization

Selling, General, and Administrative Expenses

Goodwill Impairment

Loss (Gain) on Disposition of Assets

Total Operating Expenses

Loss from Operations

Non-Operating Expenses (Income)

Interest Expense, Net

Interest Earned on Marketable Securities Held in Trust Account

Change in Fair Value of Warrant Liability

Change in Fair Value of Contingent Consideration

Other Non-Operating (Income) Expenses

Subscription Agreements Liability

Change in Fair Value of PIPE Subscription Agreements Liability

Initial Loss on Forward Purchase Agreement Liability

Total Non-Operating Expenses

Loss Before Income Taxes

Income Tax Expense

Net Loss

Net Loss Attributable to Noncontrolling Interests

Net Loss Attributable to the Combined Company

Net Loss Attributable to the Common Stockholders

Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted

Revenue

Cost of Revenue

Gross Profit

Operating Expenses (Income)

Depreciation

Amortization

Selling, General, and Administrative Expenses

Goodwill Impairment

Loss (Gain) on Disposition of Assets

Advisory Fee

Total Operating Expenses

Loss from Operations

Non-Operating Expenses (Income)

Interest Expense, Net

Interest Earned on Marketable Securities Held in Trust Account

Loss on Extinguishment of Debt

Change in Fair Value of Warrant Liability

Change in Fair Value of Contingent Consideration

Other Non-Operating (Income) Expenses

Initial Loss on PIPE Subscription Agreements Liability

Change in Fair Value of PIPE Subscription Agreements Liability

Initial Loss on Forward Purchase Agreement Liability

Total Non-Operating Expenses

Loss Before Income Taxes

Income Tax Expense

Net Loss

Net Loss Attributable to Noncontrolling Interests

Net Loss Attributable to the Combined Company

Net Loss Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted

Teamshares was treated as the accounting acquirer; and

Live Oak was treated as the acquired company for financial reporting purposes.

Investment held in Trust Account(1)

Proceeds from Initial PIPE Subscription Agreements(2)

Payment of accrued transaction costs by Live Oak(3)

Payment of accrued transaction costs by Teamshares(4)

Payment of the debt obligations concurrent with the merger(5)

Proceeds from Teamshares SAFEs subsequent to March 31, 2026(6)

Payment of the Prepayment Amount related to the Forward Purchase Agreement(7)

Total

Reflects the reclassification of cash equivalents held in the trust account inclusive of accrued interest and after giving effect to the impact of redemptions. See adjustment (B) for the corresponding offset.

Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock at $9.20 per share in the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (F)(1) for the corresponding offset to Combined Company Common Stock and adjustment (G)(2) for the corresponding offset to additional paid-in capital.

Reflects the payment of $15.7 million of transaction costs incurred by Live Oak, including: (i) $9.1 million of transaction costs that were incurred prior to March 31, 2026 that will be paid concurrent with the Merger, of which, $0.3 million were recorded as Deferred Underwriting Fee (reduced from $6.9 million), $6.9 million were recorded as Deferred Advisory Fee related to Live Oak’s Initial Public Offering, $1.8 million were recorded as Accrued Expenses, and $0.1 million were recorded as Accrued Offering Costs as of March 31, 2026. (See adjustment (C) for the corresponding offsets to these accounts). These costs were expensed as incurred. The $0.3 million Deferred Underwriting Fee is included in the approximately $4.1 million that Santander received pursuant to the terms of the Teamshares-Santander Advisory and Placement Agent Agreement. (ii) $6.7 million of transaction fees incurred after March 31, 2026, including the $3.8 million PIPE Placement Fee, and $2.9 million of legal and advisory fees. See adjustment (G)(10) for the corresponding offset. The $3.8 million PIPE Placement Fee is included in the approximately $4.1 million that Santander received pursuant to the terms of the Teamshares-Santander Advisory and Placement Agent Agreement.

Reflects the payment of $7.4 million of transaction costs incurred by Teamshares, including: (i) $2.2 million of transaction costs recorded in Accounts Payable as of March 31, 2026 payable concurrent with the Merger (See adjustment (L) for the offset to accounts payable). These fees include legal and advisory services directly supporting the preparation and filing of the registration statement. These fees were concurrently reclassified to a reduction in additional paid-in capital concurrent with the Closing, up to the gross proceeds of the offering. See adjustments (M) and (G)(9) for discussion of Other Current Assets and additional paid-in capital, respectively. Management evaluated the nature of all transaction-related costs in accordance with Staff Accounting Bulletin Topic 5.A and ASC 340 10-S99-1. (ii) A total of $2.1 million of transaction costs that were incurred prior to March 31, 2026 that were not directly attributable to the offering, and therefore were expensed as incurred. These fees include legal and advisory services related to the negotiation and structuring of the Merger Agreement, accounting and audit services for historical financial statements, and other professional services that are not directly attributable to the offering. These costs were recorded in Accounts Payable as of March 31, 2026 and were payable concurrently with the Merger. See adjustment (L) for the offset to accounts payable. (iii) $2.3 million of legal and advisory costs incurred after March 31, 2026 that are specific incremental costs directly attributable to the offering. The nature of these costs is consistent with those described in adjustment (A)(4)(i). See adjustment (G)(9) for the corresponding offset. (iv) $0.8 million of transaction costs incurred after March 31, 2026 that are not specific incremental costs directly attributable to the offering. The nature of these costs is consistent with those described in adjustment (A)(4)(ii). See adjustment (H)(3) for the corresponding offset.

Reflects the repayment of $33.9 million in connection with the maturity of the HBC Credit Facility which was paid upon the Closing (see adjustment (J)(1)), the payment of $1.0 million of HBC Fees in cash which will be payable upon the Closing (see adjustment (J)(2)), and the payment of $2.2 million of deferred consideration for an operating subsidiary that was acquired during 2025 which is required within 60 days of the Closing (see adjustment (J)(3)).

Reflects the proceeds of $2.2 million from Teamshares SAFEs that were received subsequent to March 31, 2026. See adjustment (F)(4) for the corresponding offset to Combined Company Common Stock and adjustment (G)(5) for the corresponding offset to additional paid-in capital.

Reflects the $42.2 million Prepayment Amount paid by the Combined Company to the FPA Investor as described in the Forward Purchase Agreement. See adjustment (G)(13) for the corresponding offset.

Reflects the reclassification of approximately $48.1 million of cash and investments held in the trust account as of March 31, 2026 that becomes available following the Business Combination, after giving effect to the impact of redemptions. See adjustment (A)(1) for the corresponding offset.

Reflects the payment of $0.3 million of deferred underwriter fees (reduced from $6.9 million after redemptions; see adjustment (G)(15)), $6.9 million of deferred advisory fees incurred during the Live Oak initial public offering due upon completion of the Business Combination, $0.1 million of Accrued Offering Costs, and $1.8 million of Accrued Expenses that were accrued by Live Oak as of March 31, 2026 (See adjustment (A)(3)(i) for the corresponding offsets).

Reflects the reclassification of 4,561,341 Live Oak public shares, subject to possible redemption, from mezzanine equity to permanent equity, after giving effect to the impact of redemptions of 18,438,659 shares. The unaudited pro forma condensed balance sheet reflects the reclassification with a corresponding increase of $48.1 million to additional paid in-capital (Adjustment (G)(1)) and an increase of an immaterial amount to Combined Company Common Stock (Adjustment (F)(5)). The corresponding offset for cash paid to redeeming shareholders is included in adjustment (B).

Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to Combined Company Common Stock in connection with the Business Combination. See adjustment (F)(6) for the corresponding offset to Combined Company Common Stock and adjustment (G)(6) for the corresponding offset to additional paid-in capital.

Represents pro forma adjustments to Combined Company Common Stock balance to reflect the following:

Issuance of Combined Company Common Stock from Initial PIPE financing per Initial PIPE Subscription Agreements(1)

Recapitalization of Teamshares preferred stock and common stock to Combined Company Common Stock(2)

Issuance of Combined Company Common Stock from exercised Teamshares Warrants(3)

Issuance of Combined Company Common Stock from conversion of Teamshares SAFEs(4)

Reclassification of Live Oak public shares subject to redemption, to permanent equity(5)

Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to Combined Company Common Stock in connection with the Business Combination(6)

Issuance of Incentive Founder Shares to investors who entered into NRAs (7)

Total

Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock (par value of $0.0001 per share) at $9.20 per share in the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (A)(2) for the corresponding offset in cash and adjustment (G)(2) for the corresponding offset to additional paid-in capital.

Recapitalization of Teamshares preferred stock and common stock into 49,214,976 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (P) for the offset to Teamshares’ Common Stock and Preferred Stock Par Value and adjustment (G)(3) for the corresponding offset in additional paid-in capital.

Reflects the issuance of 220,942 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to exercised Teamshares Warrants. See adjustment (N) for the offset to warrant liability and adjustment (G)(4) for the offset to additional paid-in capital.

Reflects the issuance of 751,343 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to Teamshares SAFEs. $4.1 million of the SAFEs were received in 2025 and during the three months ended March 31, 2026 and $2.2 million were received subsequent to March 31, 2026. See adjustment (O) for the offset related to the SAFE liability as of March 31, 2026, adjustment (A)(6) for the SAFEs received subsequent to March 31, 2026, and adjustment (G)(5) for the offset to additional paid-in capital.

Reclassification of Live Oak public shares subject to redemption, after giving effect to the impact of redemptions, to permanent equity. This results in the issuance of 4,561,341 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (D) for the corresponding offset to Live Oak public shares subject to redemption and adjustment (G)(1) for the offset to additional paid-in capital.

Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock pursuant to the Interim Charter) to 3,450,000 shares of Combined Company Common Stock (par value of $0.0001 per share) in connection with the Business Combination. See adjustment (E) for offset to Live Oak Class B Ordinary Shares and adjustment (G)(6) for the corresponding offset to additional paid-in capital.

Reflects the issuance of 37,171 shares of Combined Company Common Stock (par value of $0.0001 per share) to investors who entered into non-redemption agreements (NRAs). See adjustment (E) for offset to Live Oak Class B Ordinary Shares.

Represents pro forma adjustments to additional paid-in capital balance to reflect the following:

Reclassification of Live Oak public shares subject to redemption, to permanent equity, and increase in par value of common stock(1)

Issuance of Combined Company Common Stock from Initial PIPE financing per Initial PIPE Subscription Agreements(2)

Recapitalization of Teamshares preferred stock and common stock to Combined Company Common Stock(3)

Issuance of Combined Company Common Stock from exercised Teamshares Warrants(4)

Issuance of Combined Company Common Stock from conversion of Teamshares SAFEs(5)

Conversion of Live Oak Class B Ordinary Shares (which were converted into Live Oak Class B Common Stock pursuant to the Domestication and subsequently converted into Combined Company Common Stock in connection with the Closing) to Combined Company Common Stock in connection with the Business Combination(6)

Record offset for contingent consideration liability for Earnout Shares(7)

Record offset for contingent consideration liability for Deferred Founder Shares(8)

Reduction in APIC related to transaction costs directly attributable to the offering incurred by Teamshares(9)

Reduction in APIC related to costs incurred by Live Oak after March 31, 2026(10)

Elimination of Live Oak’s historical accumulated deficit(11)

Increase in APIC related to the elimination of gains and losses on Live Oak’s PIPE Subscription Agreements Liability(12)

Payment of the Prepayment Amount related to the Forward Purchase Agreement (13)

Reduction in APIC related to the fair value of the Forward Purchase Agreement Liability (14)

Increase in APIC related to the reduction of Santander Underwriting Fees (15)

Total

Reclassification of Live Oak Public Shares subject to redemption, after giving effect to the impact of redemptions, to permanent equity. This results in the issuance of 4,561,341 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (D) for the corresponding offset to Live Oak Public Shares subject to redemption and adjustment (F)(5) for the offset to Combined Company Common Stock.

Reflects the proceeds of approximately $126.5 million from the issuance and sale of 13,750,000 shares of Combined Company Common Stock (par value of $0.0001 per share) at $9.20 per share upon consummation of the Initial PIPE Investment transaction pursuant to the Initial PIPE Subscription Agreements. See adjustment (A)(2) for the corresponding offset in cash and adjustment (F)(1) for the corresponding offset to Combined Company Common Stock.

Recapitalization of shares of Teamshares preferred stock and common stock into 49,214,976 shares of Combined Company Common Stock (par value of $0.0001 per share). See adjustment (P) for the offset to Teamshares’ Common Stock and Preferred Stock Par Value and adjustment (F)(2) for the offset to Combined Company Common Stock.

Reflects the issuance of 220,942 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to exercised Teamshares Warrants. See adjustment (N) for the corresponding offset to warrant liability and adjustment (F)(3) for the corresponding offset to Combined Company Common Stock.

Reflects the issuance of 751,343 shares of Combined Company Common Stock (par value of $0.0001 per share) in relation to Teamshares SAFEs. $4.1 million of the SAFEs were received in 2025 and during the three months ended March 31, 2026 and $2.2 million were received subsequent to March 31, 2026. See adjustment (O) for the corresponding offset related to the SAFE liability as of March 31, 2026, adjustment (A)(6) for the SAFEs received subsequent to March 31, 2026, and adjustment (F)(4) for the corresponding offset to Combined Company Common Stock.

Conversion of Live Oak Class B Ordinary Shares (which, upon Domestication, became shares of Live Oak Class B Common Stock, corresponding, upon the Closing, to an equivalent number of shares of Combined Company Common Stock) to 3,450,000 shares of Combined Company Common Stock (par value of $0.0001 per share) in connection with the Business Combination. See adjustment (E) for offset to Live Oak Class B Ordinary Shares and adjustment (F)(6) for the offset to Combined Company Common Stock.

Reflects the offset for contingent consideration liability for Earnout Shares. See adjustment (I) for the corresponding offset.

Reflects the offset for contingent consideration liability for Deferred Founder Shares. See adjustment (K) for the corresponding offset.

Reflects $1.1 million of directly attributable transaction costs that are included within Other Current Assets of Teamshares and $2.3 million of specific incremental costs directly attributable to the transaction that were incurred after March 31, 2026 through the Closing Date. In accordance with SAB Topic 5.A., management concluded that transaction costs that are directly attributable to the Merger may be capitalized up to the gross proceeds of the offering, and that Live Oak’s Cash and cash equivalents represents the expected gross proceeds of the Merger. Therefore, directly attributable transaction costs in excess of Live Oak’s Cash and cash equivalents are expensed as incurred. See adjustment (M) for the corresponding offset to Other Current Assets and see adjustment (A)(4)(iii) for the corresponding offset to the $2.3 million of expected transaction costs subsequent to March 31, 2026.

Approximately $6.7 million of transaction costs were incurred by Live Oak after March 31, 2026, through the Closing Date. See adjustment (A)(3)(ii) for the corresponding offset. These transaction costs are included in this balance, as they would be charged to accumulated deficit of Live Oak and concurrently eliminated to additional paid-in capital.

Elimination of Live Oak’s historical accumulated deficit. See adjustment (H)(1) for the corresponding offset.

Elimination of gains and losses on Live Oak’s PIPE Subscription Agreements liability that were recorded in Live Oak’s historical accumulated deficit. See adjustment (Q) for the corresponding offset.

Reflects the payment of the Prepayment Amount related to the Forward Purchase Agreement. The Company believes that the substance of this payment is akin to a subscription receivable for shares in the Combined Company. As such, this payment has been presented as a reduction of Additional Paid-In Capital. See adjustment (A)(7) for the corresponding offset.

Reflects the fair value of the Forward Purchase Agreement Liability. See adjustment (R) for the corresponding offset.

Reflects the portion of the Deferred Underwriting Fee that was reduced after giving effect to the impact of redemptions. See adjustment (A)(3)(i) for corresponding offset to cash, and adjustment (C) for the corresponding offset to Deferred Underwriting Fee.

Represents pro forma adjustments to the accumulated deficit balance to reflect the following:

Elimination of Live Oak’s historical accumulated deficit(1)

Changes in accumulated deficit to reflect the gain on fair value of warrants due to the extinguishment of certain Teamshares warrants(2)

Changes in accumulated deficit for acquisition-related transaction expenses incurred by Teamshares that are not direct incremental costs attributable to the offering(3)

Total

Represents the elimination of Live Oak’s accumulated deficit, in connection with the reverse recapitalization including the adjustment for accrued transaction expenses. See adjustment (G)(11) for the corresponding offset.

Represents the changes in accumulated deficit to reflect the gain on fair value of warrants due to the extinguishment of certain Teamshares warrants. See adjustment (N) for the corresponding offset.

Represents the amount of acquisition-related transaction expenses incurred by Teamshares that are not direct incremental costs attributable to the offering. See adjustment (A)(4)(iv) for the corresponding offset.

Reflects the contingent consideration liability for the earnout shares for the eligible earnout participants. See adjustment (G)(7) for the corresponding offset.

Reflects the payment of the following debt obligations concurrent with the merger:

Reflects the repayment by Teamshares of amounts outstanding under the HBC Credit Facility concurrent with the Mergers.(1)

Reflects the payment by Teamshares of HBC Fees in cash concurrent with the Mergers. (2)

Reflects the payment of deferred consideration for an operating subsidiary that was acquired during 2025. This payment is required within 60 days of the Closing.(3)

Total

See adjustment (A)(5) for the corresponding offset.

See adjustment (A)(5) for the corresponding offset.

See adjustment (A)(5) for the corresponding offset.

Reflects the deferred liability for Deferred Founder Shares. See adjustment (G)(8) for the corresponding offset.

Reflects the payment of $4.3 million of accounts payable related to accrued transaction costs incurred by Teamshares prior to March 31, 2026. See adjustment (A)(4)(i) and (A)(4)(ii) for the corresponding offsets.

Reflects the reclassification of $1.1 million of transaction costs that were incurred in 2025 and during the three months ended March 31, 2026 by Teamshares that are directly attributable to the offering. These costs were recorded in Other Current Assets as of March 31, 2026 and were concurrently reclassified to a reduction in additional paid-in capital concurrent with the Closing. These fees include legal and advisory services directly supporting the preparation and filing of the registration statement. These costs were included in Accounts Payable as of March 31, 2026 (see adjustment (A)(4)(i)). See adjustment (G)(9) for the corresponding offset to additional paid-in capital.

Reflects the removal of warrant liability related to Teamshares warrants as a result of the transaction. Reflects $2.2 million of outstanding Teamshares warrants that were exercised prior to the First Effective Time and $0.7 million of warrants that were extinguished as they were not exercised by the holders prior to the Closing. For the exercised warrants, see adjustment (F)(3) for the corresponding offset to Combined Company Common Stock and adjustment (G)(4) for the corresponding offset to additional paid-in capital. For the extinguished warrants see adjustment (H)(2) for the corresponding offset.

Reflects the conversion of $4.1 million of liabilities related to Teamshares SAFEs that Teamshares entered into with unaffiliated investors. Pursuant to the terms of the SAFEs, the instruments automatically converted into shares of the Combined Company immediately upon consummation of the Business Combination. See adjustment (F)(4) for the corresponding offset to Combined Company Common Stock and adjustment (G)(5) for the corresponding offset to additional paid-in capital.

Reflects the conversion of Teamshares’ Common Stock and Preferred Stock Par Value that were exchanged in the Transaction for Combined Company Shares. See adjustment (F)(2) for the corresponding offset to Combined Company Common Stock and adjustment (G)(3) for the corresponding offset to additional paid-in capital.

Reflects the removal of the Initial PIPE Subscription Agreements liability that is recorded by Live Oak. The Initial PIPE Investment closed concurrently with the consummation of the Business Combination. See adjustment (G)(12) for the corresponding offset.

Reflects the derivative liability that represents the estimated fair value of the Company’s settlement obligations under the Forward Purchase Agreement. The fair value of $8.1 million is based on the valuation of $2.02 per share using the Black-Scholes valuation model. See adjustment (G)(14) for the corresponding offset. The FPA Investor purchased 4,000,000 shares prior to the deadline described in the Forward Purchase Agreement. The prepayment amount of $42.2 million is based on the final redemption price of $10.56 per share.

December 31, 2025

Additional transaction costs not yet incurred by Teamshares that are not directly attributable to the offering, and therefore are expensed as incurred

Additional transaction costs not yet incurred by Live Oak

Stock-based compensation expense related to the earnout shares allocated to eligible optionholders

Total

Pro Forma Net Loss Attributable to the Combined Company

Rollover Shares Adjustment (1)

Pro Forma Net Loss Attributable to the Common Shareholders

Weighted Average Common Shares Outstanding

Pro Forma Net Loss Per Share—Basic and Diluted (2) (3)

Basic Weighted Average Shares Outstanding

Live Oak public shareholders

PIPE Investors

Sponsor

Teamshares Stockholders

SAFE Investors

FPA Investor

Other

During the three months ended March 31, 2026 and the year ended December 31, 2025, Teamshares repurchased certain Rollover Shares. The difference between the carrying value and the repurchase value on the repurchase date has been included as an adjustment to Net Loss Attributable to Common Stockholders. See Note 4, “Business Combinations” to the Teamshares Inc. audited annual consolidated financial statements included elsewhere in this Proxy Statement/Prospectus for further discussion of Rollover Shares.

The per share pro forma net loss per share excludes the impact of outstanding and unexercised warrants and options, as the inclusion of these instruments was anti-dilutive.

The per share pro forma net loss per share excludes the impact of the Earnout Shares and the Deferred Founder Shares, as the vesting conditions for these shares have not been met. Additionally, the inclusion of these shares would have been anti-dilutive if the vesting conditions had been met.