Teamshares Inc

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements regarding our operations, our financial performance and our industry; our business strategy, business plan, and plans to drive long term sustainable shareholder value; and our expectations on revenue and cash generation. These forward-looking statements reflect the Company’s predictions, projections or expectations based upon currently available information and data. Our actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual outcomes or results to differ materially from those indicated by the forward-looking statements:

•our ability to realize the benefits expected from the business combination pursuant to the Agreement and Plan of Merger, dated as of November 14, 2025 (as amended by the First Amendment dated April 1, 2026 and the Second Amendment dated May 13, 2026, the “Merger Agreement”) by and among Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“Live Oak”), Catalyst Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Live Oak, Catalyst Sub 2 LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Live Oak, Live Oak Sponsor V LLC, in its capacity as SPAC Representative (the “Sponsor”), Brian Gaebe, in his capacity as Seller Representative, and Teamshares Inc., a Delaware corporation (“Legacy Teamshares”);

•our ability to maintain the listing of Teamshares common stock, par value $0.0001 per share (“Common Stock”) on Nasdaq;

•our public securities’ potential liquidity and trading;

•our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•our ability to retain or recruit, or to effect changes required in, our officers, key employees or directors;

•our reliance upon the efforts of our board of directors (the “Board”) and key personnel to be successful;

•our limited operating history;

•expectations regarding the time during which the Company will be an “emerging growth company”;

•our ability to manage our growth effectively;

•competition from existing or new companies;

•our ability to successfully acquire, integrate and grow small-to-medium-sized enterprises (“SMEs”) and implement our tech-enabled employee ownership platform;

•failure of the market to achieve the growth potential we expect;

•our history of losses and ability to achieve profitability in the future;

•our failure to comply with various laws and regulations relating to various aspects of our business and any changes in the funding levels of various governmental entities with which we do business;

•our failure to protect the confidentiality of our trade secrets and know how;

•our failure to comply with the terms of third-party open source software our systems utilize;

•our ability to maintain an effective system of internal control over financial reporting;

•costs and resources of operating as a public company;

•unfavorable or no analyst research or reports; and

•other factors detailed under the section entitled “Risk Factors” in our definitive proxy statement and final prospectus included in the Registration Statement on Form S-4 (File No. 333-294869), dated May 27, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2026 and declared effective by the SEC on May 27, 2026 (as supplemented on June 3, 2026, the “Proxy Statement/Prospectus”), and in this Quarterly Report.

These forward-looking statements are based on information available as of the date of this Quarterly Report and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks, and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update, add or to otherwise correct any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof, or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.