Teamshares (TMS) Q4 2025 earnings summary

Executive summary

• Formed as a blank check company in November 2024 to pursue a business combination; no operating revenues to date and focused on completing the Teamshares Business Combination.

• IPO completed in March 2025, raising $230 million; $231.15 million placed in a trust account for future acquisition.

• Entered into a definitive merger agreement with Teamshares in November 2025, with a transaction value of $525 million plus potential earnouts and PIPE financing.

• If no business combination is completed by March 3, 2027, the company will liquidate and return funds to shareholders.

Financial highlights

• Net loss for 2025 was $16.5 million, driven by $9.1 million in operating costs and a $15.6 million initial loss on PIPE Subscription Agreements liability, offset by $7.9 million in interest income.

• As of December 31, 2025, $239 million in marketable securities held in trust; $1.3 million in cash outside the trust.

• Deferred underwriting and advisory fees total $6.9 million each, payable upon completion of a business combination.

• No long-term debt; up to $1.5 million in working capital loans may be converted to warrants if drawn.

Outlook and guidance

• Substantial doubt exists about the ability to continue as a going concern if a business combination is not completed by March 3, 2027.

• Management intends to consummate a business combination prior to the deadline but cannot assure success.