LOKV merger with Teamshares
Teamshares (United States) — Tech-enabled programmatic acquirer and operator of small and medium-sized enterprises (SMEs), targeting traditional businesses with $0.5M-$5M EBITDA from retiring Baby Boomer and Gen X owners.
deSPAC CLOSED 2026-06-18; combined company Teamshares Inc (TMS, TMSWW). Verified vs EDGAR 8-K.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $126M · unsourced
- Min-cash condition
- $120M
- Break fee
- $4M
common @ $9.20: 13,750,000 Live Oak shares at a purchase price of $9.20 per share for gross proceeds of approximately $126.5 million, subscribed contemporaneously with the Merger Agreement and conditioned on the concurrent Closing.more ▾less ▴
"Live Oak entered into subscription agreements (the 'Initial PIPE Subscription Agreements') with certain investors, including accounts advised by T. Rowe Price Investment Management, Inc., and institutional investors and management (the 'Initial PIPE Investors')" (S-4).more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
What the filings actually value
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Teamshares appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 investor presentation (same-day full copy; 13.7 was PIPE share count per its footnote 4)0001213900-26-037648
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Teamshares
from S-4 (cover page, co-registrant table and business section)The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Tech-enabled programmatic acquirer and operator of small and medium-sized enterprises (SMEs), targeting traditional businesses with $0.5M-$5M EBITDA from retiring Baby Boomer and Gen X owners. Functions as a permanent home by purchasing these companies, integrating them onto a centralized fintech platform, installing experienced industry presidents, aligning employees through stock ownership, and compounding free cash flow through disciplined capital allocation.
Founded 2020.
Teamshares — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Teamshares actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Teamshares, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $825M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
What qualifies the figures above
- TMS, BCAL, FSBC, FBIZ, JMSB, FXNC, CBU, BAFN, BAP, FVCB, SSBI have no revenue to divide by, so they are shown but left out of the peer median.
- AUC shown for context only — not close enough to move the median.
The 12 listed companies it is measured against, and why
- TMSno revenue multiple
Direct comp: Investment Management & Fund Operators (NEC); small-cap ($543m); shares acquiror, retiring, teamshares, employees, buys, tech with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BCALno revenue multiple
Operational comp: Corporate Banks; small-cap ($605m); shares transitions, cash, ownership, medium, sized, small with the target's own description; forward EV/Sales 3.7x.
- FSBCno revenue multiple
Operational comp: Banks (NEC); small-cap ($765m); shares medium, sized, small, time, businesses, through with the target's own description; forward EV/Sales 2.8x.
- FBIZno revenue multiple
Operational comp: Corporate Banks; small-cap ($452m); shares medium, small, retirement, owners, sized, financial with the target's own description; forward EV/Sales 5.0x.
- JMSBno revenue multiple
Operational comp: Corporate Banks; micro-cap ($283m); shares employees, medium, owners, sized, cash, local with the target's own description; forward EV/Sales 6.1x.
- FXNCno revenue multiple
Operational comp: Corporate Banks; micro-cap ($228m); shares retirement, medium, sized, local, small, home with the target's own description; forward EV/Sales 3.2x.
- CBUno revenue multiple
Operational comp: Banks (NEC); mid-cap ($3.0bn); shares employee, retirement, local, financial, management, company with the target's own description; forward EV/Sales 4.4x.
- BAFNno revenue multiple
Operational comp: Corporate Banks; micro-cap ($32m); shares transfers, enabled, small, cash, financial, technology with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BAPno revenue multiple
Operational comp: Banks (NEC); mega-cap ($76.6bn); shares strong, employees, than, financial, more, has with the target's own description; forward EV/Sales 3.4x.
- FVCBno revenue multiple
Operational comp: Banks (NEC); micro-cap ($249m); shares medium, sized, small, businesses, through, its with the target's own description; forward EV/Sales 4.7x.
- SSBIno revenue multiple
Operational comp: Corporate Banks; micro-cap ($79m); shares employees, medium, small, owners, sized, time with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- AUCno revenue multiplecontext only — left out of the median
Adjacent: Professional Information Services (NEC) — the businesses read alike, the vendor classification does not agree; micro-cap ($8m); shares going, enterprises, medium, sized, small, companies with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.