Teamshares to go public via $746m SPAC merger: What investors need to know

Teamshares Inc., a New York-based acquisition and fintech platform focused on small- and medium-sized enterprises, is preparing to enter the public markets through a definitive business combination with Live Oak Acquisition Corp. V, which trades on the Nasdaq under the symbol LOKV. This special purpose acquisition company is backed by Live Oak Merchant Partners. Upon closing of the transaction, the combined entity will be renamed Teamshares Inc. and will trade under the ticker “TMS” on the Nasdaq.

The transaction is supported by a $126 million private investment in public equity from accounts advised by T. Rowe Price Investment Management, Inc., along with other institutional investors and participation from the Teamshares executive team. Assuming no redemptions by Live Oak Acquisition Corp. V’s public shareholders and after deducting transaction-related expenses, the deal could deliver up to $333 million in gross primary proceeds to fuel future growth.

The transaction values the combined company at a pro forma enterprise value of approximately $746 million and a pre-money equity value of $525 million. All capital raised will be deployed toward growth initiatives, primarily to accelerate Teamshares’ acquisition engine and deepen its technology integration across subsidiaries. The executive team has agreed to a lock-up period of up to four years, with certain early release conditions based on the company’s market performance.

Founded in 2019, Teamshares has developed a differentiated approach to small business roll-ups, combining financial discipline, employee ownership models, and software-driven operational oversight. It targets SME owners seeking succession solutions and integrates their companies into a centralized, tech-enabled holding structure. Unlike traditional private equity models that rely on fixed-term exits or leverage-heavy optimization strategies, Teamshares positions itself as a permanent capital partner for SMEs, offering equity participation to employees and long-term operational stewardship.

What makes Teamshares’ acquisition model stand out in the fragmented SME market?

Teamshares blends the characteristics of a holding company and a fintech platform. It acquires businesses with annual EBITDA in the range of $0.5 million to $5 million, particularly from retiring owners without succession plans. According to internal data shared in the announcement, the firm targets companies with strong cash flow conversion and long-standing track records of economic durability. On average, acquired businesses have operated for more than 35 years and span over 40 industries and 30 U.S. states.

The core thesis underpinning Teamshares’ model is that the United States is undergoing a significant generational turnover in SME ownership, with more than three million business owners expected to retire in the coming decade. Many of these businesses lack family succession options or a viable path to institutional buyers. Teamshares’ pitch to founders is a structured exit plan that maintains the company’s independence and ensures continuity of operations while gradually transitioning equity to employees.

The company’s proprietary software platform underpins its ability to scale. This technology infrastructure streamlines the sourcing, underwriting, and closing of acquisitions, and then integrates the acquired companies into a standardized data framework for financial oversight and operational benchmarking. Artificial intelligence is embedded into this platform to continuously refine deal sourcing algorithms and optimize cash flow decisions based on portfolio-wide analytics.

By combining decentralized day-to-day leadership at the business unit level with centralized strategic direction and shared services, Teamshares delivers consistency in governance without micromanaging individual companies. Analysts covering the SME acquisition space view this model as a potential disruptor to the conventional private equity cycle.

Why does the $126 million PIPE from T. Rowe Price matter for Teamshares’ transition into a publicly traded fintech acquiror?

The $126 million private placement in public equity, or PIPE, led by T. Rowe Price Investment Management, Inc. offers a layer of credibility and institutional validation that many de-SPAC transactions lack. The deal also includes commitments from additional institutional investors and participation by Teamshares’ management, signaling alignment among stakeholders and a long-term capital allocation mindset.

This institutional backing is particularly significant in the current capital markets environment, where public investors are cautious about SPAC mergers, especially in sectors where historical de-SPAC performance has been mixed. Teamshares’ emphasis on using the capital for direct operating acquisitions rather than balance sheet padding or sponsor liquidity stands out as a structurally conservative and growth-oriented move.

The proceeds are earmarked entirely for primary use, meaning they will go into acquiring additional SME assets and expanding the software stack. This is expected to support Teamshares’ thesis of long-term compounding through disciplined deployment of cash flows generated from its existing portfolio of companies.

Live Oak Merchant Partners co-founder and LOKV chairman Richard Hendrix stated that the SPAC partnership would provide Teamshares with lower-cost capital access and allow the company to extend its acquisition strategy without compromising its ownership principles. He emphasized the compounding nature of Teamshares’ model, which reinvests free cash flows from existing subsidiaries into new acquisitions in a repeatable and predictable fashion.

What kind of operating scale and diversification has Teamshares already achieved?

Teamshares currently oversees more than 80 operating companies across sectors including construction services, retail distribution, regional logistics, and light manufacturing. These businesses generate more than $400 million in consolidated revenue, according to the latest data provided by the firm. While the company did not disclose unit-level margins or net income figures, it highlighted that its acquisition targets exhibit strong recurring cash generation and minimal customer concentration risks.

The geographic and sectoral breadth of its portfolio has helped the company develop pattern recognition models for underwriting new targets. Teamshares claims to analyze thousands of businesses annually through its software-driven screening and diligence tools. These datasets help refine valuation benchmarks, risk-adjusted hurdle rates, and integration timelines.

The fintech aspect of the company becomes evident post-acquisition, where Teamshares’ internal platform provides standardized reporting, financial controls, and analytics to the acquired firms. These tools enable owners and future leadership to benchmark against peers and make decisions with visibility into performance gaps. Employee equity distribution is embedded into the model, fostering alignment between central leadership and local business units.

How will regulatory approvals, shareholder consent, and SEC review shape the final timeline for Teamshares’ planned Nasdaq listing?

The transaction has received unanimous approval from the boards of both Teamshares and Live Oak Acquisition Corp. V. The parties now await completion of customary regulatory steps, including the U.S. Securities and Exchange Commission’s review of the Form S-4 registration statement, which contains proxy and prospectus information for Live Oak Acquisition Corp. V’s shareholders.

The closing of the business combination is anticipated in the second quarter of 2026, pending regulatory clearance, Live Oak Acquisition Corp. V shareholder approval, and stock exchange listing approval. The newly combined entity is expected to list on the Nasdaq under the ticker symbol “TMS.”

Teamshares will continue to be led by its existing management team, including co-founder and chief executive officer Michael Brown. In a statement accompanying the transaction announcement, Brown emphasized the growing SME succession gap in the United States and reiterated Teamshares’ ambition to become a permanent home for thousands of high-quality businesses.

Legal and financial advisors supporting the transaction include Santander US Capital Markets LLC as financial and capital markets advisor to Teamshares and placement agent for the PIPE financing. Latham & Watkins LLP is providing legal counsel to Teamshares, while Davis Polk & Wardwell LLP is representing Santander. Ellenoff Grossman & Schole LLP is serving as legal counsel to Live Oak Acquisition Corp. V.

How are public market investors likely to assess Teamshares’ value proposition?

Investor focus in the post-listing phase will likely center on three key metrics: the pace of new acquisitions, operational integration efficiency, and software-led margin expansion. Teamshares will be evaluated on its ability to avoid deal fatigue or integration overload while maintaining cash flow discipline and employee engagement across a fragmented portfolio.

Analysts tracking the broader SME consolidation space believe that Teamshares’ “employee ownership meets fintech” model may unlock a different class of long-term shareholders, that is those seeking access to recurring, inflation-resilient small business earnings but with a technology-enhanced overlay.

Market sentiment will also be influenced by how Teamshares communicates portfolio metrics, from consolidated EBITDA trends to software adoption rates within its subsidiaries. Investors are expected to demand clear disclosures on acquisition multiples, capital allocation frameworks, and overall cash-on-cash return targets. As with all public compounders, discipline in reinvestment and clarity in reporting will determine whether the public capital access translates into sustained compounding returns.

What are the key takeaways from Teamshares’ Nasdaq listing plan through the Live Oak V SPAC merger?

• Teamshares Inc. is set to become a publicly listed company through a definitive business combination with Live Oak Acquisition Corp. V, a Nasdaq-listed SPAC.
• The transaction includes a $126 million PIPE anchored by accounts advised by T. Rowe Price Investment Management, Inc., with total potential gross proceeds reaching $333 million assuming no redemptions.
• The combined entity will operate as Teamshares Inc. and is expected to trade under the ticker symbol “TMS” on the Nasdaq exchange by the second quarter of 2026.
• Teamshares targets SME owners looking to retire, acquiring companies with $0.5 to $5 million in EBITDA and transitioning employees into partial owners over time.
• The fintech-driven platform currently operates over 80 subsidiaries generating more than $400 million in consolidated revenue across 40 industries and 30 states.
• The $746 million pro forma enterprise valuation highlights investor confidence in Teamshares’ ability to scale through disciplined, software-enhanced acquisitions.
• All transaction proceeds will be primary and deployed toward further acquisitions and technology integration, rather than insider liquidity.
• Analysts view Teamshares’ platform strategy as a compelling alternative to traditional private equity or family succession paths for small businesses.
• Advisors on the deal include Santander US Capital Markets LLC, Latham & Watkins LLP, and Ellenoff Grossman & Schole LLP, with legal and capital markets expertise backing the transition.
• Public market investors are expected to track acquisition pacing, integration performance, and software-led operational improvements closely once trading begins.