United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 28, 2022
Date of Report (Date of earliest event reported)
Lakeshore
Acquisition I Corp.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
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001-40474 |
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N/A |
(State or other jurisdiction of
incorporation) |
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
Suite A-2F, 555 Shihui Road, Songjiang District,
Shanghai, China |
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201100 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: +86 13816100700
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary Shares |
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LAAA |
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The Nasdaq Stock Market LLC |
Warrants |
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LAAAW |
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The Nasdaq Stock Market LLC |
Units |
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LAAAU |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both
as amended. Statements that are not historical facts, including statements about the pending transactions among Lakeshore Acquisition
I Corp. (together with its successors, the “Purchaser”), LAAA Merger Sub Inc.,
a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”),
ProSomnus Holdings Inc., a Delaware corporation (“ProSomnus”), HGP II, LLC,
a Delaware limited liability company, as the representative of the stockholders of ProSomnus, and RedOne Investment Limited, a British
Virgin Islands company, as the representative of the stockholders of Purchaser, and the transactions contemplated thereby, and the parties’
perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the
proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction,
integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or
unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are
not limited to: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise
to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Purchaser
or ProSomnus following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to
obtain approval of the shareholders of Purchaser, or other conditions to closing in the merger agreement; (iv) the risk that the proposed
business combination disrupts ProSomnus’s current plans and operations as a result of the announcement of the transactions; (v)
ProSomnus’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things,
competition and the ability of ProSomnus to grow and manage growth profitably following the business combination; (vi) costs related to
the business combination; (vii) risks related to the rollout of ProSomnus’s business and the timing of expected business milestones;
(viii) ProSomnus’s ability to maintain effective internal controls over financial reporting; (ix) the effects of competition on
ProSomnus’s future business; (x) risks related to ProSomnus’s dependence on its intellectual property and the risk that ProSomnus’s
technology could have undetected defects or errors; (xi) changes in applicable laws or regulations; (xii) the COVID-19 pandemic and its
effect directly on ProSomnus and the economy generally; (xiii) risks related to disruption of management time from ongoing business operations
due to the proposed business combination; and (xiv) the possibility that ProSomnus may be adversely affected by other economic, business,
and/or competitive factors. A further list and description of risks and uncertainties can be found in Purchaser’s initial public
offering prospectus dated June 10, 2021 , in Purchaser’s quarterly reports on Form 10-Q and annual reports on Form 10-K filed with
the Securities and Exchange Commission (the “SEC”) subsequent thereto and in the Registration Statement on Form S-4 and proxy
statement filed with the SEC by LAAA Merger Sub Inc. in connection with the proposed transactions, and other documents that the parties
may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements
relate only to the date they were made, and Purchaser, Merger Sub, ProSomnus, and their subsidiaries undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described
herein, Purchaser and LAAA Merger Sub Inc. have filed relevant materials with the SEC, including a Registration Statement on Form S-4
and a proxy statement. The proxy statement and a proxy card have been mailed to Purchaser’s stockholders as of the record date established
for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders will also be able to obtain a copy of
the Registration Statement on Form S-4 and proxy statement without charge from Purchaser. The Registration Statement on Form S-4 and proxy
statement may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Purchaser
at 667 Madison Avenue, New York, NY 10065.
INVESTORS AND SECURITY HOLDERS OF PURCHASER
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE TRANSACTIONS THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PURCHASER, PROSOMNUS AND THE TRANSACTIONS.
Participants in Solicitation
Purchaser, Merger Sub, ProSomnus, certain stockholders
of ProSomnus, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the
solicitation of proxies from the holders of Purchaser common stock in respect of the proposed transaction. Information about Purchaser’s
directors and executive officers and their ownership of Purchaser’s ordinary shares is set forth in Purchaser’s Annual Report
on Form 10-K for the year ended December 31, 2021 filed with the SEC. Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These
documents can be obtained free of charge from the sources indicated above.
Item 1.01 |
Entry into a Material definitive Agreement. |
On November 28, 2022, Lakeshore Acquisition I
Corp., a Cayman Islands exempted company (“Purchaser” or “Lakeshore”), and ProSomnus Holdings Inc., a Delaware
corporation (“ProSomnus”), entered into an Amended and Restated Purchaser Support Agreement (the “Amended and Restated
Purchaser Support Agreement”), with the initial shareholders of the Purchaser (the “Supporters”), which amends and restates
the Purchaser Support Agreement, dated May 9, 2022. Pursuant to the Amended and Restated Purchaser Support Agreement, the Supporters agreed
to automatically (and with no further action by the Supporters) transfer an additional 12% of the Founder Shares (as defined in the Purchaser
Support Agreement) to Equity Investors (as defined in the Purchaser Support Agreement) for no consideration. As a result the Supporters
will transfer up to an aggregate of 42% of the Founder Shares held by each Supporter to Equity Investors. If the aggregate number of transferred
Founder Shares is equal to or greater than 273,350 Founder Shares (the “20% Threshold”), Purchaser shall issue a full
warrant to the Supporters for each transferred Founder Share transferred above the 20% Threshold; provided that in no event shall the
aggregate number of transferred Founder Shares be greater than 574,035. A copy of the Amended and Restated Purchaser Support Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On November 30, 2022, Lakeshore also entered into
non-redemption agreements with certain institutional investors for an aggregate of 200,339 shares of the Purchaser, and such investors
will also receive an aggregate of 172,368 additional shares from the Purchaser. Altogether, there are 395,339 shares subject to non-redemption
agreements and, in connection therewith, the investors will receive an aggregate of 340,085 additional shares of the Purchaser.
Item 7.01. |
Regulation FD Disclosure. |
The information included in Item 1.01 is incorporated
by reference into this item.
Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 1, 2022
LAKESHORE ACQUISITION I CORP.
By: |
/s/ Bill Chen |
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Name: |
Bill Chen |
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Title: |
Chief Executive Officer |
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