Form 8-K - Current report

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)

(Commission File Number)

(I.R.S. Employer
Identification No.)

667 Madison Avenue,

New York, NY

10065

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 327-9933

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	LBBB	The Nasdaq Stock Market LLC
Warrants	LBBBW	The Nasdaq Stock Market LLC
Rights	LBBBR	The Nasdaq Stock Market LLC
Units	LBBBU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IMPORTANT NOTICES

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Lakeshore Acquisition II Corp. (together with its successors, the “Purchaser”), LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nature’s Miracle Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as the representative of the stockholders of Nature’s Miracle, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the shareholders of Purchaser, and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Such risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Purchaser’s securities; (ii) the risk that the transaction may not be completed by Purchaser’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Purchaser; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement by the stockholders of Purchaser, the satisfaction of the minimum cash amount following any redemptions by Purchaser’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Nature’s Miracle’s business relationships, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Nature’s Miracle; (viii) the outcome of any legal proceedings that may be instituted against Nature’s Miracle or Purchaser related to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Purchaser’s securities on a national securities exchange; (x) changes in the competitive industry in which Nature’s Miracle operates, variations in operating performance across competitors, changes in laws and regulations affecting Nature’s Miracle’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and Nature’s Miracle’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xiv) the inability to complete its convertible debt financing; (xv) the risk of potential future significant dilution to stockholders resulting from lender conversions under the convertible debt financing; and (xvi) risks and uncertainties related to Nature’s Miracle’s business, including, but not limited to, risks relating to the uncertainty of the projected financial information with respect to Nature’s Miracle; risks related to Nature’s Miracle’s limited operating history, the roll-out of Nature’s Miracle’s business and the timing of expected business milestones; Nature’s Miracle’s ability to implement its business plan and scale its business; Nature’s Miracle’s ability to develop products and technologies that are more effective or commercially attractive than competitors’ products; Nature’s Miracle’s ability to maintain accelerate rate of growth recently due to lifestyle changes in the wake of COVID-19 pandemic; risks of increased costs as a result of being a public company; risks relating to Nature’s Miracle’s being unable to renew the leases of their facilities and warehouses; Nature’s Miracle’s ability to grow the size of its organization and management in response of the increase of sales and marketing infrastructure; risks relating to potential tariffs or a global trade war that could increase the cost of Nature’s Miracle’s products; risks relating to product liability lawsuits that could be brought against Nature’s Miracle;; Nature’s Miracle’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; Nature’s Miracle’s ability to expand internationally; acceptance by the marketplace of the products and services that Nature’s Miracle markets; and government regulations and Nature’s Miracle’s ability to obtain applicable regulatory approvals and comply with government regulations. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated March 8, 2022 and in the Registration Statement on Form S-4 and proxy statement initially filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (as amended and as may be further amended) by the Purchaser in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Purchaser, Merger Sub, Nature’s Miracle, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Additional Information and Where to Find It

In connection with the proposed business combination, Purchaser has filed relevant materials with the SEC, including the Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card will be mailed to shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. Shareholders will also be able to obtain a copy of the Registration Statement on Form S-4 and proxy statement without charge from Purchaser. The Registration Statement on Form S-4 and proxy statement, as available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Purchaser at 667 Madison Avenue, New York, NY 10065.

INVESTORS AND SECURITY HOLDERS OF PURCHASER ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PURCHASER, NATURE’S MIRACLE AND THE TRANSACTIONS.

Participants in Solicitation

Purchaser, Merger Sub, Nature’s Miracle, certain stockholders of Nature’s Miracle, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Purchaser ordinary shares in respect of the proposed transaction. Information about Purchaser’s directors and executive officers and their ownership of Purchaser’s ordinary shares is set forth in Purchaser’s initial public offering prospectus dated March 8, 2022 and other filings by the Purchaser filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or any other matter and will not constitute an offer to sell or a solicitation of an offer to buy the securities of Purchaser, Nature’s Miracle or the combined company, nor will there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Item 1.01 Entry into a Material definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 11, 2023, Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the “Company”) entered into two separate loan agreements for an aggregate principal amount of $250,000, on substantially the same terms. The lender of the first loan agreement is Bill Chen, Chief Executive Officer of the Company, who agreed to lend the Company a principal amount of $125,000, and the lender of the second loan agreement is James Li, the Chief Executive Officer of Nature’s Miracle, Inc., the target in the previously announced proposed business combination with the Company, who agreed to lend the Company a principal amount of $125,000.

Pursuant to the loan agreements, the loans are unsecured and do not bear interest; provided that, if the loan is not repaid by the maturity date on November 11, 2023, then the outstanding amount will bear interest at 8% per annum, and will be payable with accrued interest on demand.

The loans closed on July 12, 2023. The proceeds of the loans have been used to repay in full the Company’s previously disclosed $250,000 loan pursuant to the loan agreement, dated March 10, 2023, by and between the Company, the lender named therein, and RedOne Investment Limited, the Company’s sponsor, and Nature’s Miracle, as guarantors.

The loan agreements also provide for the issuance to each lender of 12,500 shares of Class A common stock (or 25,000 shares in the aggregate) of the post-business combination company no later than the earlier of (i) the maturity date and (ii) the closing of the planned business combination between the Company and Nature’s Miracle. The loan agreements also provide for customary registration rights for such shares.

The foregoing description is qualified in its entirety by reference to the loan agreements, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 2.03 of this Report is incorporated by reference herein. The shares of Class A common stock are being issued and sold by the Company to each of the lenders, or their designees, in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1		Form of Loan Agreement.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 12, 2023

LAKESHORE ACQUISITION II CORP.

By:	/s/ Deyin (Bill) Chen
Name:	Deyin (Bill) Chen
Title:	Chief Executive Officer

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, an operating business; and

WHEREAS Nature’s Miracle, Inc., a Delaware corporation (“NMI”); has entered into a merger agreement on September 9, 2022 with the SPAC;

WHEREAS, SPAC, and the other parties named therein entered into a merger agreement and plan of merger dated September 9, 2022 (the “Acquisition Agreement”), pursuant to which, among other things, SPAC will reincorporate to the State of Delaware (the “Reincorporation”); and (ii) immediately after the Reincorporation, LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into NMI, with NMI surviving as a wholly-owned subsidiary of Merger Sub (the “Merger”); and

WHEREAS, the proposed business combination is expected to be completed by or before October 11, 2023.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

ARTICLE I
DEFINITIONS

Section 1. Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined).

Section 1.01. Lending. Subject to the terms and conditions of this Agreement, “Lending” shall mean Lender’s promise to lend to Borrower a sum of $125,000.00 US Dollars on the condition that the aforementioned business combination will occur.

Section 1.02. Loan or Principal Amount. “Loan” or “Principal Amount” shall mean the sum of $125,000.00 U.S. Dollars.

Section 1.03. Closing. “Closing” shall mean July 11, 2023, 4:00pm ET.

Section 1.04. Merger Date. “Merger Date” shall mean the date when Lakeshore Acquisition II Corp. and Nature’s Miracle, Inc. have officially completed their merger.

Section 1.05. Applicable Interest Rate. “Applicable Interest Rate” shall mean 8% per annum.

Section 1.06. Repayment Date. “Repayment Date” shall mean November 11, 2023.

Section 1.07. Bonus Shares. “Bonus Shares” shall mean 12,500 shares of the company that survives after Merger Date, and said Shares should be registered through S-1 filing with SEC immediately after the Merger closing.

Section 1.08. Bank Account. “Bank Account” shall mean the bank account described in Exhibit “A.”

ARTICLE II

Amount and terms of lending

Section 2.01. Lending. Lender shall make the Loan to Borrower on Closing; provided that [(i) ]SPAC proceeds with the proposed merger as described in the Acquisition Agreement dated September 9, 2022[, and (ii) Deyin Chen (Bill) shall have made a loan of $125,000.00 US Dollars to the Borrower on substantially the same terms as this Agreement on or before Closing]¹. The Loan shall be wired to the Bank Account.

Section 2.02. Repayment. Borrower shall pay Lender the Principal Amount on or before Repayment Date. Borrower acknowledges and agrees, however, that, if, for any reason, Lender does not receive the full amount of Principal Amount by Repayment Date, the outstanding and unpaid Principal Amount, shall bear interest at the Applicable Interest Rate, and shall be payable, with accrued interest, ON DEMAND.

Section 2.03. Bonus Shares. Borrower shall cause the new company that survives after the Merger pursuant to the Acquisition Agreement to issue Bonus Shares to Lender or its nominee no later than the Repayment Date or the Merger Date, whichever is earlier. All Bonus Shares must be registered under Lender’s or its nominee’s business name.

ARTICLE III

Representations, Warranties And Covenants of the Borrower

Borrower hereby represents and warrants to Lender on the date hereof and as of the Closing that:

Section 3.01 Organization. Borrower has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

The loan agreement with James Li includes a condition that Bill Chen shall have made the loan of $125,000 to the Borrower, which condition is not applicable to the loan agreement with Bill Chen.

Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Borrower and, assuming the due authorization, execution and delivery thereof by Lender, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Borrower does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Borrower is a party which would prevent Borrower from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Borrower is subject.

Section 3.03 No Legal Advice from Lender. Borrower acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Borrower’s own legal counsel, investment and tax advisors. Borrower is not relying on any statements or representations of Lender or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

ARTICLE IV

Representations and Warranties of the Lender

Lender hereby represents and warrants to Borrower on the date hereof and as of the Closing that:

Section 4.01 Organization. Lender has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

Section 4.02 Authority; Non-Contravention. This Agreement is validly authorized, executed and delivered by Lender and assuming the due authorization, execution and delivery thereof by Borrower, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Lender does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Lender is a party which would prevent Lender from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Lender is subject.

Section 4.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Lender required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

ARTICLE V
TRUST WAIVER

Section 5.01. Trust Waiver. The Lender has been provided a copy of the SPAC’s initial public offering (the “IPO”) prospectus dated March 8, 2022 (the “Prospectus”). Notwithstanding anything herein to the contrary, the Lender hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the IPO conducted by the SPAC and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If the SPAC does not consummate a business combination, the Loan shall be repaid only from amounts remaining outside of the trust account, if any.

ARTICLE VI
Miscellaneous

Section 6.01 Disclosure. Notwithstanding anything in this Agreement to the contrary, the Borrower and SPAC shall not publicly disclose the name of Lender or any of its affiliates, or include the name of the Lender or any of its affiliates in any press release or in any filing with the Securities and Exchange Commission (the “Commission”) or any regulatory agency or trading market, without the prior written consent of the Lender, except (i) as required by the federal securities laws, and (ii) to the extent such disclosure is required by law, at the request of the staff of the Commission or regulatory agency or under the regulations of Nasdaq, in which case the Borrower and SPAC shall provide the Lender with prior written notice of such disclosure, and shall reasonably consult with the Lender regarding such disclosure.

Section 6.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission or scanned copy, and any such executed facsimile or scanned copy shall be treated as an original.

Section 6.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of State of New York.

Section 6.04. Venue. The venue for any action taken with respect to this Agreement shall be any state or federal court in New York County in the State of New York.

Section 6.05 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Borrower and SPAC hereby agree that Lender is entitled to an injunction prohibiting any conduct by the Borrower or SPAC in violation of this Agreement and Borrower and SPAC shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Lender to enforce this Agreement, Borrower and SPAC waive their right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.

Section 6.06 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 6.07 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

Section 6.08 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

Section 6.09 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

	Lender: [_]

	By:
	Name:
	Email:

	Borrower: LAKESHORE ACQUISITION II CORP.

	By:
	Name:	Bill Chen
	Title:	Chief Executive Officer

Exhibit A

Wiring Instructions

Cover	Jul. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 11, 2023
Entity File Number	001-41317
Entity Registrant Name	Lakeshore Acquisition II Corp.
Entity Central Index Key	0001867287
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	667 Madison Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	917
Local Phone Number	327-9933
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	LBBB
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	LBBBW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	LBBBR
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	LBBBU
Security Exchange Name	NASDAQ