Teamshares (TMS) Proxy filing summary

Executive summary

• The proxy filing details a proposed business combination between a SPAC and a private company, involving a merger, domestication to Delaware, and a public listing under a new name.

• The transaction includes a $525 million equity valuation, PIPE financing of $126.5 million, and a five-year earnout structure for up to 6 million additional shares.

• The combined company will have a diversified shareholder base, with no single party holding a controlling interest post-closing.

• The board recommends approval of all proposals, citing strategic growth, access to capital, and platform scalability as key benefits.

Voting matters and shareholder proposals

• Shareholders are asked to vote on 15 proposals, including the business combination, domestication, charter amendments, governance changes, incentive plans, director elections, and lock-up modifications.

• Approval of the business combination and related proposals is required for the transaction to proceed; failure to approve will result in liquidation if no alternative is found by February 2027.

• Redemption rights are available to public shareholders, with a pro rata cash payout from the trust account.

Board of directors and corporate governance

• The post-merger board will consist of five directors, including two designated by the SPAC, one mutually agreed, and up to six by the private company, with staggered three-year terms.

• Governance changes include classified board structure, supermajority requirements for certain amendments, and exclusive forum provisions.

• Lock-up agreements restrict share transfers for management and significant holders for up to four years, with early release under certain conditions.