Teamshares (TMS) Registration filing summary

Company overview and business model

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

• Seeks targets with enterprise values between $500 million and $2 billion, focusing on companies with strong growth prospects, 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 prior successful and liquidated SPACs.

• Intends to leverage a broad network of relationships to source acquisition opportunities and provide operational and strategic value to a target.

Financial performance and metrics

• As of December 31, 2024, the company had $67,546 in assets and a working capital deficit of $52,615, with no revenues or operations to date.

• Net loss for the period from inception to December 31, 2024, was $18,571, reflecting only formation and offering costs.

• Upon IPO closing, $201 million ($10.05 per unit) will be placed in a U.S.-based trust account, with up to $231.15 million if the over-allotment is exercised.

• Deferred underwriting commissions and advisory fees total up to $12.9 million, payable only upon completion of a business combination.

Use of proceeds and capital allocation

• Net proceeds from the IPO and private placement will be used to fund a business combination, with at least 90% held in trust and invested in U.S. government securities or money market funds.

• Up to $2.5 million is allocated for working capital, including due diligence, legal, accounting, and administrative expenses.

• Sponsor may provide up to $1.5 million in working capital loans, convertible into warrants at $1.00 per warrant.