Teamshares Inc美股招股说明书(2026-08-03版)

Primary Offering of 16,000,000Shares of Common StockSecondary Offering of19,663,254 Shares of Common Stock4,500,000 Warrants to Purchase Shares of Common Stock4,500,000 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 sharesof 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 issuableupon 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 holdersthereof, 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, solelyfor this purpose, an exercise price of $11.50 per warrant) (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originallyissued 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, pledgeesand other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of: (i)up to 5,913,260shares of Common Stock of the Company held by or issuable to certain holders entitled to resale registration rightspursuant to the Amended and Restated Registration Rights Agreement, dated as of June18, 2026 (the “Registration Rights Agreement”)or other agreements, including: (a)up to 751,343 shares of Common Stock deliverable to SAFE Investors, consisting of 688,043shares of Common Stock issuable toSAFE Investors upon conversion of the Teamshares SAFEs and 63,300 shares of Common Stock deliverable to SAFE Investors as“bonus” shares upon conversion of the equivalent number of Released Former Sponsor Shares, in each case in connection with theClosing of the Business Combination;(b)up to 5,124,781 shares of Common Stock held by the Sponsor (or its permitted transferees), consisting of 3,450,000 shares ofCommon Stock issued in respect of Founder Shares not subject to vesting or forfeiture, 1,150,000 Deferred Founder Shares and524,781 Incentive Founder Shares that remain outstanding following the Closing, in each case subject to the lock-up and, whereapplicable, the vesting and forfeiture conditions described elsewhere in this prospectus; and(c)up to 37,136 shares of Common Stock upon conversion of the equivalent number of Released Former Sponsor Shares, transferred bythe Sponsor to the NRA Investors pursuant to the Non-Redemption Agreements in connection with the Closing of the BusinessCombination; and(ii)up to 4,500,000 shares of Common Stock that are issuable upon the exercise of 4,500,000 Private Warrants (assuming, solely for thispurpose, an exercise price of $11.50 per warrant), originally issued in a private placement in connection with the initial public offering ofLive Oak, by the holders thereof; and(iii)13,749,994shares of Common Stock deliverable to the Initial PIPE Investors upon consummation of the Initial PIPE Investmenttransaction pursuant to Initial PIPE Subscription Agreements; and(iv)up to4,500,000 Warrants held by certain Selling Securityholders (such securities described in clauses (i)through (iv)collectively, the“Resale Securities”). We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have and certain registration rights wehave granted. The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or privatetransactions, at either prevailing market prices or at privately negotiated prices. The Resale Securities are being registered to permit the SellingSecurityholders to sell Resale Securities from time to time, in amounts, at prices and on terms determined at the time of offering. The SellingSecurityholders may sell the Resale Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of oursecurities or through any other means described in the section entitled “Plan of Table of Contents Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokersor dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or the Exchange Act. We areregistering the Resale Securities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or othersuccessors-in-interest selling our Common Stock or Warrants or interests in our Common Stock or Warrants received after the date of this prospectusfrom the Selling Securityholders as a gift, pledg