Teamshares (TMS) Registration filing summary

Company overview and business model

• Formed as a Cayman Islands exempted blank check company to pursue a merger, share exchange, asset acquisition, or similar business combination with one or more businesses, with no specific target identified at the time of the IPO filing.

• Intends to focus on companies with enterprise values between $500 million and $2 billion, emphasizing growth, free cash flow, and defensible market positions.

• Management team and senior advisor have extensive experience in SPACs, M&A, and capital markets, with a track record of successful prior SPAC transactions.

• The company is led by experienced executives with backgrounds in investment banking, private equity, and public company leadership.

Financial performance and metrics

• As of December 31, 2024, the company had no revenues and reported a net loss of $18,571, reflecting only formation and offering-related expenses.

• Total assets were $67,546, with $59,044 in deferred offering costs and $8,502 in prepaid expenses.

• Working capital deficit of $52,615 as of December 31, 2024.

• The company’s ability to continue as a going concern is contingent on the successful completion of the IPO.

Use of proceeds and capital allocation

• Plans to raise $200 million through the sale of 20,000,000 units at $10.00 per unit, with an additional $4.5 million from private placement warrants.

• At least 90% of gross proceeds and private placement funds will be deposited in a U.S.-based trust account, invested in U.S. government securities or money market funds.

• Funds will be used to complete an initial business combination, with permitted withdrawals for taxes and limited working capital needs.

• Up to $1.5 million in working capital loans may be convertible into private placement warrants at $1.00 per warrant.