425: Teamshares Acquires $15M EBITDA, Nears Nasdaq Listing

Teamshares Inc. announced the acquisition of $15 million in new EBITDA in Q4 2025, maintaining growth momentum ahead of its anticipated Nasdaq listing via a business combination with Live Oak Acquisition Corp. V.

Summary

• Teamshares completed four acquisitions in Q4 2025, adding over $15 million in combined last twelve-month EBITDA (non-GAAP), meeting its target for the quarter.
• The average EBITDA for these Q4 2025 acquisitions was $3.8 million, consistent with the company's focus on durable family enterprises with EBITDA of $0.5 million to $5 million.
• Acquisitions were made at a combined EBITDA multiple of approximately 5.3x LTM EBITDA (non-GAAP) plus additional performance-based earnouts, reflecting disciplined capital allocation.
• In December 2025, Teamshares closed approximately $30 million of interim financing through a credit facility with JBA Asset Management LLC, consistent with previously authorized plans for $25 million.
• The interim financing will be used for ordinary business activities, including working capital, business acquisitions, refinancing existing debt, and general corporate purposes.
• The business combination with Live Oak Acquisition Corp. V (LOKV) values the combined company at a pro forma enterprise value of $746 million (pre-money equity value of $525 million).
• The transaction is expected to deliver up to $333 million of net proceeds, including a $126 million private placement (PIPE) anchored by T. Rowe Price Investment Management, Inc.
• The transaction is 100% primary, with net proceeds dedicated to acquiring new operating subsidiaries and driving compounding growth.
• Teamshares operates over 90 operating subsidiaries across more than 40 industries, with consolidated revenue exceeding $400 million and an average operating history of over 35 years as of December 31, 2025.
• The business combination is expected to close in the second quarter of 2026, leading to an anticipated Nasdaq listing for Teamshares.

Sentiment

Score: 8

Explanation: The filing indicates strong operational execution, meeting acquisition targets, and securing significant interim financing ahead of a planned public listing. Management commentary is highly positive, emphasizing disciplined growth and value creation.

Positives

• Achieved the Q4 2025 acquired EBITDA target of $15 million, demonstrating strong execution.
• Maintained disciplined capital allocation with an average acquisition multiple of 5.3x LTM EBITDA for Q4 2025 acquisitions.
• Secured $30 million in interim financing, exceeding the previously authorized $25 million, providing capital for growth and operations.
• Exhibits strong growth momentum and increasing scale ahead of its anticipated public listing.
• Business model focuses on acquiring durable family enterprises with high cash flow conversion, indicating a stable foundation.
• The business combination is 100% primary, ensuring all net proceeds are utilized for acquiring new operating subsidiaries and driving compounding growth.
• Co-founder and CEO Michael Brown highlights the acquisition-based business model's ability to drive predictable, repeatable growth and scale through financial technology.
• Richard Hendrix, Chairman and CEO of LOKV, commends Teamshares' execution prowess, capital allocation discipline, and public market readiness.

Risks

• The transaction may not be completed in a timely manner or at all, which could adversely affect the price of Live Oak V's securities.
• The transaction may not be completed by Live Oak V's business combination deadline, with potential failure to obtain an extension if sought.
• Failure to satisfy the conditions to the consummation of the transaction, including shareholder approvals, minimum trust account amount, and regulatory approvals.
• Lack of a third-party valuation in determining whether or not to pursue the proposed transaction.
• The occurrence of any event, change, or other circumstance that could give rise to the termination of the agreement and plan of merger.
• The effect of the announcement or pendency of the transaction on Teamshares' business relationships, performance, and general business.
• Risks that the proposed transaction disrupts current plans of Teamshares and potential difficulties in Teamshares employee retention as a result of the proposed transaction.
• The outcome of any legal proceedings that may be instituted against Teamshares or against Live Oak V related to the agreement and plan of merger or the proposed transaction.
• The ability to maintain the listing of Live Oak V's securities on the Nasdaq Stock Market.
• Volatility in the price of Live Oak V's securities due to various factors, changes in laws and regulations affecting Teamshares' business, and changes in the combined capital structure.
• The ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities.

Future Outlook

Teamshares anticipates a Nasdaq listing in Q2 2026 via the business combination with Live Oak Acquisition Corp. V. The company forecasts $35 to $40 million in acquired EBITDA for the full year 2026, with $6 million expected in Q1 2026. The business combination is expected to close in Q2 2026 and deliver up to $333 million in net proceeds, which will be used to acquire new operating subsidiaries and drive compounding growth.

Management Comments

• "Teamshares acquisition-based business model aims to drive predictable, repeatable growth and scale through financial technology. Execution this quarter is consistent with our ability to address the very large market of family enterprises in need of succession in a programmatic manner." Michael Brown, Co-founder and CEO of Teamshares.
• "We are excited to move towards a public listing in partnership with Live Oak, and continue building a durable company focused on long-term shareholder and stakeholder value." Michael Brown, Co-founder and CEO of Teamshares.
• "Teamshares fourth quarter 2025 acquisition results underscore the company’s execution prowess, capital allocation discipline, and public market readiness." Richard Hendrix, Chairman and CEO of LOKV.
• "We continue to believe the Teamshares business model allows a long-term compounding pathway that will create tremendous shareholder value." Richard Hendrix, Chairman and CEO of LOKV.

Industry Context

Teamshares operates in the growing market of small-to-medium enterprise (SME) acquisitions, particularly targeting family enterprises in need of succession. Its tech-enabled approach and focus on disciplined capital allocation position it within a trend of professionalizing and scaling SME M&A, often leveraging financial technology to streamline processes and integrate acquired businesses. The anticipated Nasdaq listing via SPAC reflects the continued use of SPACs as a vehicle for private companies to access public markets, especially for growth-oriented firms.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to benchmark against. It mentions the average operating history of acquired companies (over 35 years) and the target EBITDA range ($0.5M to $5M) for acquisitions, which suggests a focus on established, stable small businesses. The 5.3x LTM EBITDA acquisition multiple is a key metric for evaluating deal terms, but without industry-specific benchmarks for similar tech-enabled SME acquirers, a direct comparison is difficult.

Legal Proceedings

• Outcome of any legal proceedings that may be instituted against Teamshares or against Live Oak V related to the agreement and plan of merger or the proposed transaction.

Stakeholder Impact

• Shareholders (Live Oak V): Potential for significant value creation through the business combination, but also risks related to transaction completion and stock price volatility.
• Shareholders (Teamshares): Opportunity for liquidity and growth capital through the public listing.
• Employees (Teamshares subsidiaries): Teamshares' model helps employees earn company stock, suggesting a positive impact on employee ownership and engagement. Potential difficulties in employee retention as a result of the proposed transaction are also noted as a risk.
• Creditors: The interim financing provides secured term loans to certain unencumbered subsidiaries, indicating new debt relationships.

Next Steps

• Anticipated Nasdaq listing in Q2 2026.
• Expected closing of the Business Combination in Q2 2026.
• LOKV shareholders to approve the Business Combination.
• SEC to complete its review of the registration statement on Form S-4.
• Receipt of certain regulatory approvals.
• Approval by the relevant stock exchange to list the securities of the combined company.
• Live Oak V to mail a definitive proxy statement/prospectus to its shareholders after the S-4 is declared effective.

Key Dates

Recommendation

The filing demonstrates strong operational execution by Teamshares, meeting its Q4 2025 EBITDA acquisition targets and securing substantial interim financing. The impending business combination with Live Oak Acquisition Corp. V and anticipated Nasdaq listing provide a clear path for growth and capital access. The disciplined acquisition strategy, focus on durable small-to-medium enterprises, and the 100% primary nature of the transaction proceeds dedicated to further acquisitions suggest a robust growth trajectory. While risks associated with SPAC transactions and market conditions exist, the current update indicates positive momentum and a compelling investment opportunity for long-term compounding value.

Keywords

Teamshares, Live Oak Acquisition Corp. V, LOKV, SPAC, Business Combination, Nasdaq Listing, EBITDA, Acquisitions, Small-to-Medium Enterprises, Financial Technology, Corporate Governance, Risk Management, Investment, Private Placement, PIPE, Interim Financing