Основная статистика
| CIK | 1867287 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lakeshore Acquisition II Corp.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Lakeshore Acquisition II Corp. (Name of Issuer) Common (Title of Class of Securities) G5352N105 (CUSIP Number) March 28, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this |
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| March 7, 2024 |
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 March 5, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| March 7, 2024 |
Exhibit 3.1 NTA REQUIREMENT AMENDMENT AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. It is resolved, by SPECIAL RESOLUTION, that Article 44.2 of the Articles of Association of the Company be and is hereby replaced in its entirety with a new Article 44.2 as follows: “Prior to the consummation of a Business Combination, the Company shal |
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| February 16, 2024 |
Other Events, Submission of Matters to a Vote of Security Holders 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 February 15, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Com |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 13, 2024 |
SC 13G/A 1 karpus-sch13g18788f.htm KARPUS INVESTMENT MGT / LAKESHORE ACQUISITION - SCHEDULE 13G/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Lakeshore Acquisition II Corp. (Name of Issuer) Common (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2023 (Date of Event Which R |
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| February 12, 2024 |
LBBB / Lakeshore Acquisition II Corp. / Vivaldi Asset Management, LLC Passive Investment SC 13G/A 1 schedule13galbbb021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St |
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| February 9, 2024 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| February 9, 2024 |
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 February 6, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| February 9, 2024 |
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 February 6, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| February 9, 2024 |
Filed by Lakeshore Acquisition II Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nature’s Miracle, Inc. Commission File No. 001-41317 NATURE’S MIRACLE, INC. ANNOUNCES JOINT DEVELOPMENT OF “MIRACLEFARM” CONTAINER FARM UNITS WITH AFAFA LOS ANGELES, – February 9, 2024 – Nature’s Miracle Holdi |
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| February 9, 2024 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| February 5, 2024 |
SC 13G/A 1 lbbb13ga.htm LBBB 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 2, 2024 |
Filed by Lakeshore Acquisition II Corp. Filed by Lakeshore Acquisition II Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nature’s Miracle, Inc. Commission File No. 001-41317 Lakeshore Acquisition II Corp. Announces Effectiveness of Registration Statement and Date for General Meeting to Approve Proposed Business Combination with |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| January 9, 2024 |
EX-10.1 2 ea191369ex10-1lakes2.htm PROMISSORY NOTE, DATED JANUARY 8, 2024 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| January 9, 2024 |
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 January 8, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commi |
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| January 9, 2024 |
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 January 8, 2024 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commi |
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| January 9, 2024 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| December 22, 2023 |
Exhibit 10.1 AMENDMENT NUMBER 2 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 11, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also inc |
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| December 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 December 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Com |
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| December 22, 2023 |
AMENDMENT NUMBER 2 STANDBY EQUITY PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NUMBER 2 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 11, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also inc |
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| December 22, 2023 |
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 December 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Com |
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| December 11, 2023 |
SECOND Amendment to Merger Agreement Exhibit 2.1 SECOND Amendment to Merger Agreement This SECOND Amendment to Merger Agreement (this “Amendment”), dated as of December 8, 2023, is entered into by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successors, |
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| December 11, 2023 |
Exhibit 3.1 EXTENSION AMENDMENT AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Company’s amended and restated memorandum and articles of association adopted by special resolution dated March 8, 2022 and effective on March 8, 2022, as amended on March 9, 2023 and June 5, 2 |
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| December 11, 2023 |
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 December 6, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| December 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| December 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| December 11, 2023 |
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 December 6, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| December 11, 2023 |
Exhibit 3.1 EXTENSION AMENDMENT AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Company’s amended and restated memorandum and articles of association adopted by special resolution dated March 8, 2022 and effective on March 8, 2022, as amended on March 9, 2023 and June 5, 2 |
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| December 11, 2023 |
SECOND Amendment to Merger Agreement Exhibit 2.1 SECOND Amendment to Merger Agreement This SECOND Amendment to Merger Agreement (this “Amendment”), dated as of December 8, 2023, is entered into by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successors, |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| November 9, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| November 9, 2023 |
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 9, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| November 9, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| November 9, 2023 |
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 9, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41317 Lakeshor |
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| November 7, 2023 |
Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| October 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| October 11, 2023 |
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 October 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| October 11, 2023 |
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 October 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Comm |
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| September 28, 2023 |
Financial Statements and Exhibits, Other Events 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 28, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 28, 2023 |
Exhibit 99.2 Nature’s Miracle Appoints Vien Le as Chief Financial Officer and Darin Carpenter as Chief Operating Officer Newport Beach, Calif. – September 27, 2023 – Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a leader in the controlled environment agriculture industry, is pleased to have Vien Le join the firm as its Chief Financial Officer and has appointed Darin Carpenter as its Chief O |
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| September 28, 2023 |
Exhibit 99.2 Nature’s Miracle Appoints Vien Le as Chief Financial Officer and Darin Carpenter as Chief Operating Officer Newport Beach, Calif. – September 27, 2023 – Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a leader in the controlled environment agriculture industry, is pleased to have Vien Le join the firm as its Chief Financial Officer and has appointed Darin Carpenter as its Chief O |
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| September 28, 2023 |
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 28, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 28, 2023 |
Exhibit 99.1 -Nature’s Miracle and Growterra enter into Master Supply Agreement for advance technology Container Farms Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a rising technology company in the controlled environmental agriculture industry, is pleased to announce it has entered into a Master Supply Agreement with Growterra, LLC (“Growterra”), a provider of equipment, software, and ope |
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| September 28, 2023 |
Financial Statements and Exhibits, Other Events 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 27, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 28, 2023 |
Exhibit 99.1 Nature’s Miracle enters into an MOU with PowerGrow to further the agricultural revolution with a sustainable ecosystem of food and energy infrastructure Newport Beach, Calif. – September 27, 2023 – Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a leader in the controlled environment agriculture industry, announces that it has entered into a non-binding Memorandum of Understandin |
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| September 28, 2023 |
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 27, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 28, 2023 |
Exhibit 99.1 -Nature’s Miracle and Growterra enter into Master Supply Agreement for advance technology Container Farms Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a rising technology company in the controlled environmental agriculture industry, is pleased to announce it has entered into a Master Supply Agreement with Growterra, LLC (“Growterra”), a provider of equipment, software, and ope |
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| September 28, 2023 |
Exhibit 99.1 Nature’s Miracle enters into an MOU with PowerGrow to further the agricultural revolution with a sustainable ecosystem of food and energy infrastructure Newport Beach, Calif. – September 27, 2023 – Nature’s Miracle Holdings Inc. (“Nature’s Miracle”), a leader in the controlled environment agriculture industry, announces that it has entered into a non-binding Memorandum of Understandin |
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| September 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| September 11, 2023 |
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 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 11, 2023 |
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 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Co |
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| September 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| August 10, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| August 10, 2023 |
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 August 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commi |
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| August 10, 2023 |
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 August 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commi |
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| August 10, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41317 Lakeshore Acq |
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| July 12, 2023 |
Exhibit 10.1 Form of Loan Agreement This Loan Agreement (this “Agreement”) is made as of this 11th day of July, 2023 by and between [] (“Lender”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”). WHEREAS, SPAC was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, |
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| July 12, 2023 |
Exhibit 10.1 Form of Loan Agreement This Loan Agreement (this “Agreement”) is made as of this 11th day of July, 2023 by and between [] (“Lender”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”). WHEREAS, SPAC was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, |
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| July 12, 2023 |
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 July 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| July 12, 2023 |
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 July 11, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| July 11, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| July 11, 2023 |
Promissory Note, dated July 7, 2023. Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| July 11, 2023 |
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 July 7, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commissi |
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| July 11, 2023 |
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 July 7, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commissi |
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| June 14, 2023 |
Amendment No. 1 to Standby Equity Purchase Agreement dated June 12, 2023. EX-10.1 2 ea180349ex10-1lakeacq2.htm AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT DATED JUNE 12, 2023 Exhibit 10.1 AMENDMENT NUMBER 1 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of June 12, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands ex |
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| June 14, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 June 12, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| June 14, 2023 |
Exhibit 10.1 AMENDMENT NUMBER 1 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of June 12, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include |
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| June 14, 2023 |
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 June 12, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| June 9, 2023 |
Amendment to the Amended and Restated Memorandum and Articles of Association, dated June 9, 2023 Exhibit 3.1 EXTENSION AMENDMENT AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 44.7: “44.7 In the event that the Company does |
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| June 9, 2023 |
Amendment No. 1 to Merger Agreement, dated as of June 7, 2023 Exhibit 2.1 First Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of June 7, 2023, is entered into by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successors, inclu |
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| June 9, 2023 |
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 June 5, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commissi |
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| June 9, 2023 |
EX-3.1 3 ea180085ex3-1lakeshore2.htm AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, DATED JUNE 9, 2023 Exhibit 3.1 EXTENSION AMENDMENT AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Amended and Restated Memorandum and Articles of Association |
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| June 9, 2023 |
Amendment No. 1 to Merger Agreement, dated as of June 7, 2023 EX-2.1 2 ea180085ex2-1lakeshore2.htm AMENDMENT NO. 1 TO MERGER AGREEMENT, DATED AS OF JUNE 7, 2023 Exhibit 2.1 First Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of June 7, 2023, is entered into by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection |
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| June 9, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| June 9, 2023 |
Promissory Note, dated June 8, 2023 EX-10.1 4 ea180085ex10-1lakeshore2.htm PROMISSORY NOTE, DATED JUNE 8, 2023 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SA |
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| June 9, 2023 |
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 June 5, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commissi |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41317 Lakeshore Ac |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 11, 2023 |
Standby Equity Purchase Agreement dated April 10, 2023. Exhibit 10.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” sh |
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| April 11, 2023 |
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 April 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commis |
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| April 11, 2023 |
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 April 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commis |
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| April 11, 2023 |
Exhibit 10.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” sh |
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| March 31, 2023 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K, Lakeshore Acquisition II Corp. (the “Company,” “we,” “us,” or “our”) had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “ |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41317 Lakeshore Acquisition II Cor |
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| March 15, 2023 |
Exhibit 10.1 Loan Agreement This Loan Agreement (this “Agreement”) is made as of this 10th day of March, 2023 by and between [] (“Lender”), Nature’s Miracle, Inc., a Delaware corporation (“NMI”), RedOne Investment Limited, a British Virgin Islands company (“RedOne”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”). WHEREAS, SPAC was organized for the |
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| March 15, 2023 |
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 March 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commis |
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| March 15, 2023 |
Exhibit 10.1 Loan Agreement This Loan Agreement (this “Agreement”) is made as of this 10th day of March, 2023 by and between [] (“Lender”), Nature’s Miracle, Inc., a Delaware corporation (“NMI”), RedOne Investment Limited, a British Virgin Islands company (“RedOne”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”). WHEREAS, SPAC was organized for the |
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| March 15, 2023 |
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 March 10, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commis |
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| March 10, 2023 |
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 March 9, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| March 10, 2023 |
Amendment to the Amended and Restated Memorandum and Articles of Association, dated March 10, 2023 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 44.7: “44.7 In the event that the Company does not consummate a Bus |
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| March 10, 2023 |
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 March 9, 2023 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Commiss |
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| March 10, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LAKESHORE ACQUISITION II CORP. RESOLVED, as a special resolution that: (1) Article 44.7 of the Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced with the following new Article 44.7: “44.7 In the event that the Company does not consummate a Bus |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 16, 2023 |
EX-99.1 2 ea173800ex99-1lakesh.htm JOINT FILING AGREEMENT AMONG THE REPORTING PERSONS REGARDING FILING OF SCHEDULE 13G, DATED FEBRUARY 15, 2023 Exhibit 99.1 CUSIP No. G5352N105 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares of |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 16, 2023 |
SC 13G 1 ea173800-13gredonelakesh2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement |
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| February 14, 2023 |
SC 13G 1 d451084dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lakeshore Acquisition II Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G5352N139 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 14, 2023 |
SC 13G 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / LAKESHORE ACQUISITION - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Lakeshore Acquisition II Corp. (Name of Issuer) Common (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2022 (Date of Event Which Requir |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| February 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G5352N105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| December 5, 2022 |
Filed by Lakeshore Acquisition II Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nature’s Miracle, Inc. Commission File No. 001-41317 Nature’s Miracle, a Leader in the Controlled Environment Agriculture Industry, Enters into MOU with UFO to establish Farm-to-Fork Vertical Farms with Stores |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41317 CUSIP NUMBER G5352N 105 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T |
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| November 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 12, 2022 |
Form of 2022 Equity Incentive Plan EX-10.6 8 tm2225525d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 NATURE’S MIRACLE INCORPORATED EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering th |
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| September 12, 2022 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 9, 2022, by and between Lakeshore Acquisition II Corp. (together with its successors, the “Company”), and Tie “James” Li, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company an |
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| September 12, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 9, 2022, by and among the undersigned (the “Holder”), Lakeshore Acquisition II Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Purchaser”) and RedOne Investment Limited, a British Virgin Islands company, in its capacity as the representative for the sh |
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| September 12, 2022 |
Filed by Lakeshore Acquisition II Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nature’s Miracle, Inc. Commission File No. 001-41317 Nature’s Miracle, a Leader in the Controlled Environment Agriculture Industry, Signed an MOU with Canadian Greenhouse Developer-Vermillion Growers, Inc. to |
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| September 12, 2022 |
Merger Agreement dated September 9, 2022 EX-2.1 2 tm2225525d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Lakeshore Acquisition II Corp., as the Purchaser, LBBB Merger Sub Inc., as Merger Sub, RedOne Investment Limited, in the capacity as the Purchaser Representative, Tie (James) Li, in the capacity as the Seller Representative, and Nature’s Miracle Inc., as the Company, Dated as of September 9, 2022 TABLE |
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| September 12, 2022 |
Merger Agreement dated September 9, 2022 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Lakeshore Acquisition II Corp., as the Purchaser, LBBB Merger Sub Inc., as Merger Sub, RedOne Investment Limited, in the capacity as the Purchaser Representative, Tie (James) Li, in the capacity as the Seller Representative, and Nature?s Miracle Inc., as the Company, Dated as of September 9, 2022 TABLE OF CONTENTS Page Page ARTICLE I MERGER 2 1 |
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| September 12, 2022 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of September 9, 2022, by and between Lakeshore Acquisition II Corp. (together with its successors, the ?Company?), and Tie ?James? Li, an individual (the ?Executive?). The term ?Company? as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company an |
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| September 12, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of September 9, 2022 (this ?Voting Agreement?), is entered into by and among Nature?s Miracle Incorporated, a Delaware corporation (the ?Company?), the stockholders of the Company listed on Exhibit A hereto (each, a ?Stockholder? and collectively, the ?Stockholders?), and Lakeshore Acquisition II Corp., a Cayman |
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| September 12, 2022 |
Form of Voting and Support Agreement Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Voting Agreement”), is entered into by and among Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Lakeshore Acquisition II Corp., a Cayman |
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| September 12, 2022 |
Exhibit 10.5 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of [], by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), RedOne Investment Limited (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties |
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| September 12, 2022 |
Form of 2022 Equity Incentive Plan Exhibit 10.6 NATURE’S MIRACLE INCORPORATED EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Compa |
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| September 12, 2022 |
Form of Purchaser Support Agreement Exhibit 10.1 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Agreement”), is entered into by and among the persons listed on Exhibit A hereto (each, a “Supporter”), Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“Purchaser”). Capitalized terms used but n |
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| September 12, 2022 |
Exhibit 10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [], by the undersigned (the “Subject Party”) in favor of and for the benefit of Lakeshore Acquisition II Corp., a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), Nature’s Miracle Incorpora |
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| September 12, 2022 |
Exhibit 99.1 Nature?s Miracle, a Leader in the Controlled Environment Agriculture Industry, to be Listed on Nasdaq Through Business Combination with Lakeshore Acquisition II Corp. ? Nature?s Miracle is a fast-growing agriculture technology company providing services to growers in Controlled Environment Agriculture (?CEA?) settings in North America; ? Nature?s Miracle provides hardware as well as s |
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| September 12, 2022 |
Form of Non-Competition and Non-Solicitation Agreement Exhibit 10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of [], by the undersigned (the ?Subject Party?) in favor of and for the benefit of Lakeshore Acquisition II Corp., a Cayman Islands exempted company (including any successor entity thereto, the ?Purchaser?), Nature?s Miracle Incorpora |
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| September 12, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of September 9, 2022, by and among the undersigned (the ?Holder?), Lakeshore Acquisition II Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (?Purchaser?) and RedOne Investment Limited, a British Virgin Islands company, in its capacity as the representative for the sh |
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| September 12, 2022 |
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 9, 2022 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Com |
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| September 12, 2022 |
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 9, 2022 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41317 N/A (State or other jurisdiction of incorporation) (Com |
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| September 12, 2022 |
Form of Purchaser Support Agreement Exhibit 10.1 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of September 9, 2022 (this ?Agreement?), is entered into by and among the persons listed on Exhibit A hereto (each, a ?Supporter?), Nature?s Miracle Incorporated, a Delaware corporation (the ?Company?), and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (?Purchaser?). Capitalized terms used but n |
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| September 12, 2022 |
Exhibit 99.1 Nature’s Miracle, a Leader in the Controlled Environment Agriculture Industry, to be Listed on Nasdaq Through Business Combination with Lakeshore Acquisition II Corp. · Nature’s Miracle is a fast-growing agriculture technology company providing services to growers in Controlled Environment Agriculture (“CEA”) settings in North America; · Nature’s Miracle provides hardware as well as s |
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| September 12, 2022 |
DRAFT Investor Presentation 2022 Exhibit 99.2 DRAFT Investor Presentation 2022 DRAFT This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the ?proposed business combination?) between Nature?s Miracle, Inc . (?Nature?s Miracle? or the ?Company?) and Lakeshore Acquisition II Corp . (?Lakeshore |
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| September 12, 2022 |
DRAFT Investor Presentation 2022 Exhibit 99.2 DRAFT Investor Presentation 2022 DRAFT This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “proposed business combination”) between Nature’s Miracle, Inc . (“Nature’s Miracle” or the “Company”) and Lakeshore Acquisition II Corp . (“Lakeshore |
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| September 12, 2022 |
Exhibit 10.5 VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made as of [], by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the ?Purchaser?), RedOne Investment Limited (the ?Sponsor?), and each of the individuals and entities set forth on the signature page hereto (each a ?Voting Party? and collectively, the ?Voting Parties |
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| August 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41317 |
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| May 16, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Clas |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4131 |
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| April 11, 2022 |
Other Events, Financial Statements and Exhibits 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 April 11, 2022 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 333- 262381 N/A (State or other jurisdiction of incorporation) (Comm |
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| April 11, 2022 |
EX-99.1 2 tm2212403d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Lakeshore Acquisition II Corp. Announces that Ordinary Shares, Rights and Warrants to Commence Separate Trading on or about April 14, 2022 New York, N.Y.— April 11, 2022 Lakeshore Acquisition II Corp. (the “Company”) (NASDAQ: LBBBU), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, s |
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| March 18, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm229534d18k.htm FORM 8-K 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 March 11, 2022 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 333- 262381 N/A (State or other juri |
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| March 18, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Lakeshore Acquisition II Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Lakeshor |
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| March 15, 2022 |
Feis Lawrence Michael - SCHEDULE 13G SC 13G 1 lfsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Lakeshore Acquisition II Corp. (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Class of Se |
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| March 15, 2022 |
MMCAP International Inc. SPC - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Lakeshore Acquisition II Corp. |
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| March 14, 2022 |
8-K 1 tm229174d18k.htm FORM 8-K 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 March 8, 2022 Date of Report (Date of earliest event reported) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 333- 262381 N/A (State or other juris |
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| March 14, 2022 |
EX-10.3 8 tm229174d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 8, 2022 by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). W |
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| March 14, 2022 |
Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS LAKESHORE ACQUISITION II CORP. Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ADOPTED BY SPECIAL RESOLUTION DATED MARCH 8, 2022 AND EFFECTIVE ON MARCH 8, 2022) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI |
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| March 14, 2022 |
EX-1.1 2 tm229174d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting Agreement March 8, 2022 Network 1 Financial Securities, Inc. 2 Bridge Ave #241 Red Bank, NJ 07701 As Representative of the Underwriters named on Schedule 1 hereto Ladies and Gentlemen: Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), proposes to issue a |
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| March 14, 2022 |
EX-10.2 7 tm229174d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 March 8, 2022 Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lakeshore Acquisition II Corp., a Cayman Isla |
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| March 14, 2022 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of March 8, 2022 (?Agreement?), by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (?Company?), and the undersigned indemnitees (each an ?Indemnitee?, together ?Indemnitees?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being prom |
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| March 14, 2022 |
EX-4.1 4 tm229174d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of March 8, 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability, with offices at 667 Madison Avenue, New York, NY 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, wit |
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| March 14, 2022 |
EX-10.1 6 tm229174d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 March 8, 2022 Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lakeshore Acquisition II Corp., a Cayman Isla |
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| March 14, 2022 |
Lakeshore Acquisition II Corp. Announces Closing of $69 Million Initial Public Offering EX-99.2 13 tm229174d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Lakeshore Acquisition II Corp. Announces Closing of $69 Million Initial Public Offering New York – March 11, 2022 – Lakeshore Acquisition II Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman and CEO Bill Chen, today announced the closing of its initial public o |
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| March 14, 2022 |
Lakeshore Acquisition II Corp. Announces Pricing of $60 Million Initial Public Offering Exhibit 99.1 Lakeshore Acquisition II Corp. Announces Pricing of $60 Million Initial Public Offering New York, March 8, 2022 ? Lakeshore Acquisition II Corp. (the ?Company?), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman and CEO Bill Chen, today announced the pricing of its initial public offering of 6,000,000 units at an offering price |
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| March 14, 2022 |
EX-10.6 11 tm229174d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERS |
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| March 14, 2022 |
Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of March 8, 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the ?Right Agent?). WHEREAS, the Company has received a fi |
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| March 14, 2022 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of March 8, 2022, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Co |
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| March 10, 2022 |
$60,000,000 Lakeshore Acquisition II Corp. 6,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-262381 $60,000,000 Lakeshore Acquisition II Corp. 6,000,000 Units Lakeshore Acquisition II Corp. is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A Amendment No. |
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| March 8, 2022 |
8-A12B 1 tm228567d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LAKESHORE ACQUISITION II CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or or |
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| March 4, 2022 |
March 4, 2022 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Lakeshore Acquisition II Corp. Registration Statement on Form S-1 File No. 333-262381 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), Network 1 Financia |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-1/A 1 tm2121821d6s1a.htm S-1/A As filed with the Securities and Exchange Commission on March 4, 2022 Registration No. 333-262381 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LAKESHORE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (S |
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| March 4, 2022 |
Form of Underwriting Agreement Exhibit 1.1 Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting Agreement [] [], 2022 Network 1 Financial Securities, Inc. 2 Bridge Ave #241 Red Bank, NJ 07701 As Representative of the Underwriters named on Schedule 1 hereto Ladies and Gentlemen: Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the ?Company?), proposes to issue and sell to the several underwriters listed |
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| March 4, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.6 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability, with offices at 667 Madison Avenue, New York, NY 10065 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New Yo |
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| March 4, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.5 3 tm2121821d6ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WHE |
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| March 4, 2022 |
Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY 10065 Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY 10065 March 4, 2022 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Lakeshore Acquisition II Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-262381) (the “Registration Statement”) Ladies and Gentle |
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| March 4, 2022 |
Form of Private Placement Securities Subscription Agreement Exhibit 10.5 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEI |
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| February 22, 2022 |
Form of Underwriting Agreement EX-1.1 2 tm2121821d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting Agreement [] [], 2022 Network 1 Financial Securities, Inc. 2 Bridge Ave #241 Red Bank, NJ 07701 As Representative of the Underwriters named on Schedule 1 hereto Ladies and Gentlemen: Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), proposes to issue an |
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| February 22, 2022 |
Form of Registration Rights Agreement between the Registrant and security holders EX-10.3 3 tm2121821d5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Inves |
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| February 22, 2022 |
As filed with the Securities and Exchange Commission on February 18, 2022 As filed with the Securities and Exchange Commission on February 18, 2022 Registration No. |
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| February 22, 2022 |
EX-FILING FEES 5 tm2121821d5ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Lakeshore Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of Class of Security being registered Amount to be Registered Proposed maximum offering price per share Proposed Maximum Aggregate Off |
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| January 28, 2022 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Lakesho |
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| January 28, 2022 |
Exhibit 4.4 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS LAKESHORE ACQUISITION II CORP. CUSIP KYG5352N1218 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liabil |
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| January 28, 2022 |
Specimen Ordinary Share Certificate Exhibit 4.2 NUMBER SHARES C LAKESHORE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS EXEMPTED COMPANY ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G5352N 105 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF LAKESHORE ACQUISITION II CORP. transferable on the books of the Company in person or |
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| January 28, 2022 |
EX-4.1 5 tm2121821d4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS LAKESHORE ACQUISITION II CORP. CUSIP G5352N 139 UNITS CONSISTING OF ONE ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value US$0.0001 (“Ordinary Share”), of Lakeshore Acquis |
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| January 28, 2022 |
Memorandum and Articles of Association Exhibit 3.1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF Lakeshore Acquisition II Corp. Incorporated on the 19th day of February, 2021 INCORPORATED IN THE CAYMAN ISLANDS Auth Code: D03122273467 www.verify.gov.ky THE COMPANIES LAW (2020 Revision) Company Limited by Shares MEMORANDUM OF ASSOCIATION OF Lakeshore Acquisition II Corp. 1. The name of the Company is Lakeshore Acquisition II Corp.. 2. The Re |
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| January 28, 2022 |
EX-10.2 14 tm2121821d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHE |
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| January 28, 2022 |
Exhibit 10.1 [ , 2022] Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Networ |
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| January 28, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.5 9 tm2121821d4ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WHE |
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| January 28, 2022 |
EX-99.5 24 tm2121821d4ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as |
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| January 28, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.6 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability, with offices at 667 Madison Avenue, New York, NY 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New Yo |
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| January 28, 2022 |
Form of Private Placement Securities Subscription Agreement EX-10.5 17 tm2121821d4ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PER |
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| January 28, 2022 |
Consent of Mingyu (Michael) Li Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Lakesho |
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| January 28, 2022 |
Compensation Committee Charter Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LAKESHORE ACQUISITION II CORP. I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Lakeshore Acquisition II Corp. (the ?Company?) for the purposes of, among other things, (a) discharging the Board?s responsibilities relating to the compensation of the Company |
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| January 28, 2022 |
EX-99.1 20 tm2121821d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Adopted: , 2022 AUDIT COMMITTEE CHARTER OF LAKESHORE ACQUISITION II CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Lakeshore Acquisition II Corp. (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements o |
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| January 28, 2022 |
Form of Underwriting Agreement Exhibit 1.1 Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting Agreement [] [], 2022 Network 1 Financial Securities, Inc. 2 Bridge Ave #241 Red Bank, NJ 07701 As Representative of the Underwriters named on Schedule 1 hereto Ladies and Gentlemen: Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed |
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| January 28, 2022 |
Power of Attorney (included on signature page of the Registration Statement filed on April 9, 2021) As filed with the Securities and Exchange Commission on January 28, 2022 Registration No. |
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| January 28, 2022 |
Exhibit 99.3 Adopted: , 2022 NOMINATING COMMITTEE CHARTER OF LAKESHORE ACQUISITION II CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Lakeshore Acquisition II Corp. (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its i |
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| January 28, 2022 |
Exhibit 14 LAKESHORE ACQUISITION II CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Lakeshore Acquisition II Corp. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● prom |
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| January 28, 2022 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [?], 2022 (?Agreement?), by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| January 28, 2022 |
Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Lakesho |
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| January 28, 2022 |
Exhibit 4.3 NUMBER [ ] RIGHTS LAKESHORE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5352N 113 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one ordinary share, par value $0.0001 per share (“Ordinary Share”), of Lakeshore Acquisi |
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| January 28, 2022 |
Form of Amended and Restated Memorandum and Articles of Association EX-3.2 4 tm2121821d4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS LAKESHORE ACQUISITION II CORP. Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 27, 2022 AND EFFECTIVE ON JANUARY 27, 2022) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS Exempted Company Limited By Sha |
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| January 28, 2022 |
Form of Registration Rights Agreement between the Registrant and security holders Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Compan |
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| November 22, 2021 |
DRSLTR 1 filename1.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar November 22, 2021 Gregory Herbers Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lakeshore Acquisition |
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| October 8, 2021 |
Consent to be Named as a Director Nominee EX-99.6 19 filename19.htm Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| October 8, 2021 |
EX-4.2 3 filename3.htm Exhibit 4.2 NUMBER SHARES C LAKESHORE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS EXEMPTED COMPANY ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF LAKESHORE ACQUISITION II CORP. transferable on the books of the Compa |
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| October 8, 2021 |
Consent to be Named as a Director Nominee EX-99.5 18 filename18.htm Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| October 8, 2021 |
Consent to be Named as a Director Nominee EX-99.7 20 filename20.htm Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| October 8, 2021 |
Consent to be Named as a Director Nominee EX-99.8 21 filename21.htm Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| October 8, 2021 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [?], 2021 (?Agreement?), by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| October 8, 2021 |
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT EX-4.1 2 filename2.htm Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS LAKESHORE ACQUISITION II CORP. CUSIP [●] UNITS CONSISTING OF ONE ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value US$0.0001 (“Ordinary Share”), of Lakeshore Acquisition II Corp., a Cayman I |
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| October 8, 2021 |
Consent to be Named as a Director Nominee EX-99.4 17 filename17.htm Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Lakeshore Acquisition II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| October 8, 2021 |
LAKESHORE ACQUISITION II CORP. CODE OF ETHICS Exhibit 14 LAKESHORE ACQUISITION II CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Lakeshore Acquisition II Corp. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● prom |
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| October 8, 2021 |
EX-4.6 7 filename7.htm Exhibit 4.6 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability, with offices at 555 Shihui Road, Songjiang District, Shanghai, China 201100 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with |
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| October 8, 2021 |
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LAKESHORE ACQUISITION II CORP. EX-99.2 15 filename15.htm Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LAKESHORE ACQUISITION II CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Lakeshore Acquisition II Corp. (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the c |
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| October 8, 2021 |
LAKESHORE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS EX-4.3 4 filename4.htm Exhibit 4.3 NUMBER [ ] RIGHTS LAKESHORE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one ordinary share, par value $0.0001 per share (“Ordinary Share”), of L |
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| October 8, 2021 |
AUDIT COMMITTEE CHARTER LAKESHORE ACQUISITION II CORP. Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF LAKESHORE ACQUISITION II CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Lakeshore Acquisition II Corp. (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s q |
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| October 8, 2021 |
NOMINATING COMMITTEE CHARTER LAKESHORE ACQUISITION II CORP. EX-99.3 16 filename16.htm Exhibit 99.3 Adopted: , 2021 NOMINATING COMMITTEE CHARTER OF LAKESHORE ACQUISITION II CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Lakeshore Acquisition II Corp. (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an actio |
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| October 8, 2021 |
EX-10.3 10 filename10.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, th |
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| October 8, 2021 |
EX-10.5 12 filename12.htm Exhibit 10.5 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR TH |
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| October 8, 2021 |
EX-4.4 5 filename5.htm Exhibit 4.4 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS LAKESHORE ACQUISITION II CORP. CUSIP [●] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of Lakeshore Acquisition II Corp., a Cayman Islands exempted company with |
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| October 8, 2021 |
Exhibit 10.1 [ , 2021] Lakeshore Acquisition II Corp. 555 Shihui Road, Songjiang District, Shanghai, China, 201100 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Lakeshore Acquisition II Corp., a Cayman Islands corporation (the ?Comp |
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| October 8, 2021 |
EX-4.5 6 filename6.htm Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2021 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WHEREAS, the Company h |
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| October 8, 2021 |
DRS/A 1 filename1.htm Confidentially submitted to the Securities and Exchange Commission on October 8, 2021 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STAT |
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| October 8, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 9 filename9.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s re |
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| July 13, 2021 |
Confidentially submitted to the Securities and Exchange Commission on July 12, 2021 This draft registration statement has not been publicly filed with the U. |
