Teamshares Inc

Current report

Our business, financial condition and operating results can be affected by a number of factors, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. In addition to the other information set forth in this Quarterly Report and in other documents that we file with the SEC, you should carefully consider the factors described in the section entitled “Risk Factors” in our Proxy Statement/Prospectus, which risk factors are incorporated herein by reference. Other than as disclosed below, there have been no material changes to the risk factors described in the Proxy Statement/Prospectus. If any of the risk factors described in the Proxy Statement/Prospectus actually materializes, our business, financial condition and results of operations could be materially adversely affected. In such an event, the market price of our Common Stock could decline and you may lose all or part of your investment. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Current report

The Company’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s unaudited interim financial statements for the period ended June 30, 2026 contain a similar disclosure.

Current report

Teamshares’ historical financial statements have each been prepared under the assumption that we will continue as a going concern. The independent auditor for Teamshares issued a report on the audited financial statements for the periods ended December 31, 2025 and 2024 that includes an explanatory paragraph expressing substantial doubt in its ability to continue as a going concern for one year from the date of such report. The unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report contain a similar disclosure with respect to the period ended June 30, 2026, concluding that substantial doubt exists regarding the Company’s ability to continue as a going concern for the twelve-month period following the issuance of such financial statements. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business without any adjustments that might result from the outcome of this uncertainty.

Current report

If the Company is not able to refinance, extend, or repay the i80 Facility or its other near-term debt maturities on reasonable terms or at all, this may impair Teamshares’ ability to execute its business strategies, including, without limitation, potentially deferring or delaying the timelines or ability to consummate additional Operating Subsidiary acquisitions in accordance with Teamshares management’s current plans, forecasts and estimates with regard to such acquisitions. Teamshares may experience shortages of operating and acquisition capital if required to repay the principal and interest amounts outstanding under its existing indebtedness when currently scheduled to come due, and may, in such circumstances, be forced to accept alternative or supplemental financing, if any such financing is available, which may not be on terms favorable to Teamshares relative to its existing indebtedness or generally, and which could result in significant dilution to existing stockholders. If Teamshares cannot continue as a viable entity, investors, including holders of Common Stock, may lose some or all of their investment.

Previous report

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) Annual Report on Form 10-K for the annual period ended December 31, 2025, as filed with the SEC on March 30, 2026 and (iii) our Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the SEC on May 14, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Previous report

For risks related to Teamshares and the Teamshares Business Combination, please see the Teamshares Registration Statement.

Previous report

Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.

Previous report

Military or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.

Previous report

We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by February 27, 2028. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.

Previous report

Our IPO Registration Statement was declared effective by the SEC on February 27, 2025 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until March 3, 2027 to consummate our initial Business Combination.

Previous report

Under the Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.

Previous report

Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to February 27, 2028 in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including:

Previous report

In addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.

Previous report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Previous report

Unregistered Sales of Equity Securities

Previous report

There were no sales of unregistered securities during the quarterly period covered by this Report.

Previous report

Use of Proceeds

Previous report

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the SEC on May 14, 2025. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Previous report

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Previous report

There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.

Previous report

Item 3. Defaults Upon Senior Securities

Previous report

None.

Previous report

Item 4. Mine Safety Disclosures

Previous report

Not applicable.