1.On November 14, 2025, Live Oak entered into subscription agreements with certain investors (the “Initial PIPE Investors”) pursuant to which the Initial PIPE Investors agreed to purchase 13,749,994 Live Oak common shares for aggregate proceeds of approximately $126.5 million, in a transaction to be consummated concurrently with the Closing;

2.The Sponsor designated 1,150,000 Live Oak Class B Ordinary Shares as incentive founder shares (“Incentive Founder Shares”) that were eligible to be used to incentivize commitments from investors. Based on the terms of the Merger Agreement, 50% of unutilized Incentive Founder Shares were forfeited upon the Closing, and 50% of unutilized Incentive Founder Shares are converted to Deferred Founder Shares (as defined below). Utilized Incentive Founder Shares were converted to Company Common Stock upon the Closing;

4.Live Oak entered into non-redemption agreements (the “Non-Redemption Agreements”), dated as of June 5, 2026, with unaffiliated third-party stockholders of Live Oak (the “NRA Investors”). Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 common shares of Live Oak. In exchange for the NRA Investors’ commitment to not redeem these shares, Live Oak agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,136 Incentive Founder Shares;

5.On June 1, 2026, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC (the “FPA Investor”) for an over-the-counter equity prepaid forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the FPA Investor purchased 4,000,000 shares of Live Oak common stock (the “FPA Shares”) on the open market prior to the Closing. The 4,000,000 shares were not redeemed pursuant to the terms of the Forward Purchase Agreement, and were subsequently converted into Company Common Stock upon the Closing. Upon consummation of the SPAC Merger, a portion

of the funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “Live Oak Trust Account”) were used to make a $42.2 million payment (the “Prepayment Amount”) to the FPA Investor. The substance of the Prepayment Amount is akin to a subscription receivable for Company Common Stock, and therefore the payment of the Prepayment Amount has been presented as a reduction of Additional Paid-In Capital. Refer to Note 11.

1.All of the issued and outstanding Legacy Teamshares Common Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Company Common Stock at an exchange ratio of approximately 4.510 (the “Exchange Ratio”);

3.All of the issued and outstanding shares of Legacy Teamshares Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-AA Preferred Stock, Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-2 Preferred Stock, and holders of 1,538,481 shares of Legacy Teamshares Series C-1 Preferred Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Legacy Teamshares Common Stock at a one-to-one ratio. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio;

4.All of the holders of Legacy Teamshares Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series D-NV Preferred Stock, Series E-1 Preferred Stock, Series E-NV Preferred Stock and holders of 371,357 shares of Legacy Teamshares Series C-1 Preferred Stock made liquidation preference elections to convert their Legacy Teamshares Preferred Stock into a number of shares of Legacy Teamshares Common Stock determined based on the original issue price of the holder’s Legacy Teamshares Preferred Shares. Based on the liquidation preference elections, an aggregate of 5,171,149 additional shares of Legacy Teamshares Common Stock, representing a liquidation preference of $233.2 million, were issued to liquidation preference electing holders (“Liquidation Preference Electing Holders”). The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio. Liquidation Preference Electing Holders agreed to forfeit participation in any Earnout Shares;

5.All outstanding options to purchase equity securities of Legacy Teamshares, whether vested or unvested, were assumed by the Company and replaced with options to purchase Company Common Stock (“Assumed Options”), subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable. See Note 13;

7.Holders of 77,258 Series B Warrants issued by Legacy Teamshares exercised their option to convert their Series B Warrants into 48,990 shares of Legacy Teamshares Common Stock. See Note 11. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio;

9.Certain former Legacy Teamshares security holders have the contingent right to receive up to 6,000,000 additional shares of Company Common Stock (“Earnout Shares”) during a five-year earnout period (the “Earnout Period”) in three equal tranches vesting upon the volume weighted average price (“VWAP”) of Company Common Stock equaling or exceeding $12.00, $15.00 and $20.00, respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $12.00) (“Earnout Share Triggering Event(s)”). See Note 11.

Employees of the Company that are entitled to receive Earnout Shares must remain continuously employed from the Closing Date through immediately before an Earnout Share Triggering Event. Due to the continuous employment requirements, Earnout Shares reserved for employees of the Company are classified as equity and recognized in accordance with ASC 718 - Compensation-Stock Compensation. See Note 13. Earnout Shares assigned to Legacy Teamshares stockholders that are not employees of the Company are classified as liabilities. See Note 11.

10.The Sponsor was issued 1,674,781 additional shares of Company Common Stock (“Deferred Founder Shares”) that are subject to vesting and forfeiture during a five-year period (the “Founder Share Earnout Period”). The Deferred Founder Shares will vest and cease to be subject to forfeiture upon the VWAP of Company Common Stock equaling or exceeding $12.00 and $15.00, respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $12.00). Despite the Deferred Founder Shares being issued upon the Closing, the Deferred Founder Shares are economically similar to an earnout arrangement due to the forfeiture provision, and are therefore classified as liabilities. See Note 11.

11.Live Oak’s 11,500,000 public warrants and 4,500,000 private warrants (collectively, the “Assumed Warrants”) that were outstanding immediately prior to the Closing became warrants of the Company. Each Assumed Warrant entitles the holder to purchase one share of Company Common Stock at an exercise price of $11.50 per share. The terms of the public warrants and the private warrants are identical, except that the private warrants will not be transferable, assignable or saleable until 30 days after the Closing, except, among other limited exceptions, to Live Oak’s officers and directors and other persons or entities affiliated with the Sponsor. After the expiration of the aforementioned post-Closing transfer restrictions, the terms of the public warrants and the private warrants are identical.

The Assumed Warrants are exercisable 30 days after the completion of the SPAC Merger and expire five years thereafter (the “Exercise Period”). The Company may redeem all outstanding Assumed Warrants at $0.01 per warrant if the sales price of Company Common Stock for any 20 trading days within a 30 trading-day measurement period equals or exceeds $18.00 per share during the Exercise Period. The Company can elect to require cashless exercise if the Assumed Warrants are exercised pursuant to a redemption notice whereby the holder will receive a number of Company Common Stock equal to: (i) the number of Company Common Stock underlying the Warrants, multiplied by the excess of fair market value of the Company Common Stock over the exercise price, divided by (ii) fair market value of the Company Common Stock. Fair market value is determined based on the average reported closing price of the Company Common Stock during the 10-trading-day period ending on the three trading days before the receipt of an exercise notice. The Assumed Warrants contain anti-dilution protections that may adjust either the exercise price or the number of shares issuable upon the exercise of each Assumed Warrant if certain events occur. The Company may reduce the exercise price before the expiration date in its sole discretion.


Sources	Amount
Cash - Live Oak Trust Account	$	48,149
Cash - Live Oak operating account	741
Total cash from Live Oak	48,890
Cash - PIPE	126,500
Live Oak transaction and advisory costs paid from the Live Oak Trust Account	(15,903)
Net cash proceeds from the SPAC Merger	$	159,487


	Common Stock			Additional Paid -in Capital
	Number of Shares	Amount
Balance as of March 31, 2026	1,174,429	$	12	$	328,629
Exercise of stock options prior to the SPAC Merger	7,488	—		$	10
Conversion of Legacy Teamshares Preferred Stock into Legacy Teamshares Common Stock, adjusted for liquidation preferences	9,730,177	97		$	(4)
Conversion of Legacy Teamshares Series B Warrants to Legacy Teamshares Common Stock	48,990	—		$	2,501
Balance immediately prior to the SPAC Merger	10,961,084	110
Exchange Ratio	4.510x
Company Common Stock Issued to Legacy Teamshares Stockholders	49,435,651	4,944		$	(1)
Merger and PIPE Financing, net (1) (2)	18,311,605	1,831		112,871
Conversion of Live Oak Class B Common Stock	3,450,000	345		—
Conversion of SAFE Notes and Issuance of Sponsor Incentive Shares to SAFE Investors	751,343	75		8,505
Issuance of Sponsor Incentive Shares to NRA Investors	37,136	4		$	—
Balance immediately after the SPAC Merger (3)	71,985,735	$	7,199	$	452,511

(2)The balance recorded in Additional Paid-in Capital is net of $4.7 million of costs incurred by the Company that were directly attributable to the SPAC Merger. Directly attributable transaction costs consisted primarily of legal and accounting costs that were direct and incremental to the SPAC Merger. $1.1 million of directly attributable transaction costs were paid during the three months ended June 30, 2026, and $3.6 million directly attributable transaction costs were included in Accounts Payable as of June 30, 2026.