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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
September 15, 2022
Date of Report (Date of earliest event reported)
Lakeshore
Acquisition I Corp.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
|
001-40474 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
Suite A-2F, 555 Shihui Road, Songjiang District,
Shanghai, China |
|
201100 |
(Address of Principal Executive Offices) |
|
(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 |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
¨ |
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 |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Ordinary Shares |
|
LAAA |
|
The Nasdaq Stock Market LLC |
Warrants |
|
LAAAW |
|
The Nasdaq Stock Market LLC |
Units |
|
LAAAU |
|
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 risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of Purchaser’s securities; (ii) the risk that the transaction may not be completed by Purchaser’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by Purchaser; (iii) the
failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement
by the stockholders of Purchaser, the satisfaction of the minimum cash amount following any redemptions by Purchaser’s public stockholders
and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether
or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to
the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on ProSomnus’s
business relationships, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans
and operations of ProSomnus; (viii) the outcome of any legal proceedings that may be instituted against ProSomnus or Purchaser related
to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Purchaser’s
securities on a national securities exchange; (x) changes in the competitive industries in which ProSomnus operates, variations in
operating performance across competitors, changes in laws and regulations affecting ProSomnus’s business and changes in the combined
capital structure; (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and ProSomnus’s industry
including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize
anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to
estimated stockholder redemptions; (xiv) the inability to complete its convertible debt financing; (xv) the risk of potential
future significant dilution to stockholders resulting from lender conversions under the convertible debt financing; and (xvi) risks
and uncertainties related to ProSomnus’s business, including, but not limited to, risks relating to the uncertainty of the projected
financial information with respect to ProSomnus; risks related to ProSomnus’s limited operating history, the roll-out of ProSomnus’s
business and the timing of expected business milestones; ProSomnus’s ability to implement its business plan and scale its business,
which includes the recruitment of healthcare professionals to prescribe and dentists to deliver ProSomnus oral devices; the understanding
and adoption by dentists and other healthcare professionals of ProSomnus oral devices for mild-to-moderate OSA; expectations concerning
the effectiveness of OSA treatment using ProSomnus oral devices and the potential for patient relapse after completion of treatment; the
potential financial benefits to dentists and other healthcare professionals from treating patients with ProSomnus oral devices and using
ProSomnus’s monitoring tools; ProSomnus’s potential profit margin from sales of ProSomnus oral devices; ProSomnus’s
ability to properly train dentists in the use of the ProSomnus oral devices and other services it offers in their dental practices; ProSomnus’s
ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth;
ProSomnus’s ability to expand internationally; the viability of ProSomnus’s intellectual property and intellectual property
created in the future; acceptance by the marketplace of the products and services that ProSomnus markets; government regulations and ProSomnus’s
ability to obtain applicable regulatory approvals and comply with government regulations, including under healthcare laws and the rules and
regulations of the U.S. Food and Drug Administration; and the extent of patient reimbursement by medical insurance in the United States
and internationally. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering
prospectus dated June 10, 2021 and 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 initially filed with the SEC on June 29, 2022 (the “Registration Statement”), by the Purchaser 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 proposed business combination,
Purchaser filed relevant materials with the SEC, including the Registration Statement. The proxy statement and a proxy card will be mailed
to stockholders as of a record date to be 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 without charge from Purchaser. The Registration 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.
No Offer or Solicitation
This Current Report on Form 8-K is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business
combination or any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Purchaser,
ProSomnus or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 1.01 Entry into a Material definitive
Agreement.
On September 15, 2022, Lakeshore
Acquisition I Corp., a Cayman Islands exempted company (together with its successors, the “Company”), ProSomnus Holdings
Inc., a Delaware corporation (“ProSomnus”), RedOne Investment Limited, a British Virgin Islands company (the “Sponsor”),
and the investor named therein (the “Investor”) entered into a Note Purchase Agreement (the “Note Purchase
Agreement”).
Pursuant to the Note Purchase
Agreement, the Company and the Investor have agreed, subject to the terms and conditions set forth in the Note Purchase Agreement, that
the Company shall issue and sell to the Investor a promissory note (the “Note”) of $310,000 in aggregate principal
amount (the “Principal Amount”). On the closing date of the purchase and sale of the Note, the Investor delivered the
Note reflecting the Principal Amount and the Investor deposited $300,000 by wire transfer into the specified Company account. Pursuant
to the terms of the Note Purchase Agreement, the Sponsor agreed to transfer, and the Company agreed to ensure that the Sponsor shall transfer,
to the Investor at the closing of the Company’s initial business combination (as defined in the Company’s initial public offering
prospectus (the “Prospectus”), 50,000 founder shares (as defined in the Prospectus)). The transfer of founder shares
shall occur, in whole or in part, exclusively upon the sole election of the Investor. The founder shares will be subject to similar registration
rights as the founder shares held by the Sponsor.
The foregoing description is
qualified in its entirety by reference to the Note Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 15, 2022, the
Company issued the Note to the Investor in accordance with the terms of the Note Purchase Agreement. The Note does not bear interest and
the Principal Amount may not be prepaid. The repayment of the Note shall take priority over and be made prior to the repayment of any
other loans made by the Company. In accordance with the terms of the Note, the repayment of the Note shall be accelerated upon the occurrence
of an Event of Default (as defined in the Note), whereupon the unpaid Principal Amount, and all other amounts payable under the Note,
shall become immediately due and payable. The Note may not be assigned or transferred without the prior written consent of the other party
thereto. The Company’s obligations under the Note shall survive after the consummation of the Company’s initial business combination
and shall be binding on any successors or assigns of the Company following the consummation of any such business combination.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by
reference.
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: September 15, 2022
LAKESHORE ACQUISITION I CORP.
By: |
/s/ Bill Chen |
|
Name: |
Bill Chen |
|
Title: |
Chief Executive Officer |
|
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