| Schedule of Reverse Recapitalization |
The following table summarizes the net proceeds from the merger (dollars in thousands): | | | | | | | | | | 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 | |
| | | | | | | | | | Uses | | Amount | | Repayment of the HBC Credit Facility | | $ | (33,850) | | | Payment of the Prepayment Amount to the FPA Investor | | (42,240) | | | Total cash used immediately after the SPAC Merger | | (76,090) | | | | | | Net cash to Teamshares | | $ | 83,397 | |
The following table summarizes the impact of the SPAC Merger on the Company Common Stock (dollars in thousands except shares and par values):
| | | | | | | | | | | | | | | | | | | 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 | |
(1)Includes 4,000,000 FPA Shares held by the FPA Investor that were converted to Company Common Stock at the Closing. (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. (3)Refer to the Condensed Consolidated Statements of Stockholders’ Equity for complete list of transactions that impacted Additional Paid-In Capital during the three months ended June 30, 2026
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