Teamshares Inc

As filed with the U.S. Securities and Exchange Commission on July 29, 2026

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEAMSHARES INC.

(Exact name of registrant as specified in its charter)

214 Sullivan Street,3B

New York,

NY

(917)

310-2731

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian Gaebe

214 Sullivan Street,3B

New York,

NY

(917)

310-2731

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan Maierson

Nick S. Dhesi

John J. Slater

Latham & Watkins LLP

811 Main Street

Houston, Texas 77002

(713)

546-5400

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the first prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-294869) that was originally declared effective by the Securities and Exchange Commission on May 27, 2026 (as amended, the “S-4”) and Registration Statement on Form S-1 (File No. 333-284207) that was originally declared effective by the Securities and Exchange Commission on February 27, 2025 (as amended, the “Prior S-1”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 4 on Form S-4 to the S-4 and Post-Effective Amendment No. 4 on Form S-1 to the Prior S-1. Such Post-Effective Amendments will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 29, 2026

TEAMSHARES INC.

Primary Offering of

16,000,000 Shares of Common Stock

Secondary Offering of

19,663,254 Shares of Common Stock

4,500,000 Warrants to Purchase Shares of Common Stock

4,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the offer and sale by Teamshares Inc. (“us,” “we,” “New Teamshares” or the “Company”) of up to 16,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), which consists of (i) up to 4,500,000 shares of Common Stock that are issuable upon the exercise of 4,500,000 warrants (the “Private Warrants”) (assuming, solely for this purpose, an exercise price of $11.50 per warrant), originally issued in a private placement in connection with the initial public offering of Live Oak Acquisition Corp. V (“Live Oak”), by the holders thereof, and (ii) up to 11,500,000 shares of Common Stock that are issuable upon the exercise of 11,500,000 publicly issued warrants (assuming, solely for this purpose, an exercise price of $11.50 per warrant) (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of Live Oak, by the holders thereof.

This prospectus also relates to the offer and resale, from time to time, by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of:

We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Resale Securities are being registered to permit the Selling Securityholders to sell Resale Securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell the Resale Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities or through any other means described in the section entitled “Plan of

Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or the Exchange Act. We are registering the Resale Securities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or other successors-in-interest selling our Common Stock or Warrants or interests in our Common Stock or Warrants received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer.

Certain Resale Securities held by the Selling Securityholders party to the Registration Rights Agreement are subject to lock-up restrictions that prohibit them from selling such securities at this time, subject to certain exceptions. See the section of this prospectus entitled “Description of Capital Stock.”

Some of the shares of Common Stock being registered for resale were acquired by the Selling Securityholders for prices considerably below the current market price of the shares of Common Stock. Certain Selling Securityholders may have an incentive to sell because they have purchased their Common Stock at effective prices significantly lower than our public investors or the current trading price of the Common Stock and may profit significantly so even under circumstances in which our public securityholders or certain other Selling Securityholders would experience losses in connection with their investment. For additional information, see “Risk Factors–Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.”

The shares of Common Stock being offered for resale by the Selling Securityholders pursuant to this prospectus represent approximately 26.7% of our total issued and outstanding Common Stock. Upon expiration of the contractual lock-up restrictions mentioned above and described in the section entitled “Certain Relationships and Related Person Transactions,” the Selling Securityholders will be able to sell all of their Resale Securities registered for resale hereunder for so long as this registration statement of which this prospectus forms a part is available for use. Given the substantial number of Resale Securities being registered for potential resale by the Selling Securityholders pursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may or intend to sell all or a significant portion of such Resale Securities, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. The Selling Securityholders acquired, or have the option to acquire, the Common Stock covered by this prospectus at prices ranging from less than $0.01 per share to $10.00 per share. By comparison, the offering price to public stockholders in Live Oak’s IPO was $10.00 per unit, each of which consisted of one Class A Ordinary Share and one redeemable warrant to purchase one Class A ordinary share upon the consummation of an initial business combination. Consequently, certain Selling Securityholders may realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of Common Stock is below the $10.00 per unit price offered in the Live Oak IPO and public stockholders may experience a negative rate of return on their investment.

We will not receive any proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds upon exercise of the Warrants to the extent such Warrants are exercised for cash. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $184.0 million. However, we will only receive such proceeds if all Warrant holders fully exercise their Warrants for cash. The current exercise price of the Warrants is $11.50 per share. We believe that the likelihood that holders determine to exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the exercise price of the Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the Warrants will be or will remain “in the money” prior to their expiration. Holders of Warrants have the option to exercise their Warrants on a cashless basis in accordance with the terms of the Warrants (as applicable). To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Warrants will decrease.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock and Warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Common Stock and Warrants.

Our shares of Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “TMS” and “TMSWW,” respectively. On July 27, 2026, the closing price of our Common Stock was $5.75 per share and the closing price for our Warrants was $1.25.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in shares of our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 29, 2026.