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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 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) |
|
(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 8.01. Other Events.
On September 28, 2023, a press release was issued
by Nature’s Miracle Inc. (“Nature’s Miracle”), the counterparty to the previously announced Merger Agreement,
dated September 9, 2022, by and between Lakeshore Acquisition II Corp. (the “Company”), LBBB Merger Sub, Inc. (“Merger
Sub”), Nature’s Miracle, and the other parties thereto (as amended to date, the “Merger Agreement”), pursuant
to which a proposed business combination (the “Business Combination”) would occur in which the Company will reincorporate
to the State of Delaware by merging with and into LBBB Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company
(“PubCo”), Merger Sub would merge into Nature’s Miracle, and Nature’s Miracle would become a wholly-owned subsidiary
of PubCo. The press release includes a business update related to Nature’s Miracle.
The foregoing description of the press release
is qualified in its entirety by reference to the full text of the press release, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 28, 2023
LAKESHORE ACQUISITION II CORP.
| By: |
/s/ Deyin (Bill) Chen |
|
| Name: |
Deyin (Bill) Chen |
|
| Title: |
Chief Executive Officer |
|
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 operational
systems for locally owned growers. Nature’s Miracle will work cooperatively under a master supply arrangement to supply certain
hydroponic agriculture hardware and software solutions, including, but not limited to, LED lighting, nutrient delivery systems, control
systems, climate control systems, all-in-one container plant systems as well as certain services.
As the exclusive provider to Growterra, Nature’s
Miracle will collaborate alongside Growterra throughout the entire process - from manufacturing to field deployment - to enhance and improve
a line of containerized growing units. Housed within re-purposed shipping containers, the modularized and self-contained farming units
will incorporate LED grow lights, hydroponic systems and sensors that monitor and optimize environmental conditions, such as temperature,
humidity, and nutrient levels, to increase production yields beyond results attainable through traditional farming. Each unit will leverage
equipment and business software to assist Growterra’s network of growers from the point of planting through the delivery of produce
to their retail and wholesale clientele.
Management Comments
“We have been expanding our relationships
with various specialists in controlled environmental agriculture and are excited to work with Growterra who believes in the superior technology
we are able to provide with our containerized farm solutions.” said Tie “James” Li, Founder, Chairman and Chief Executive
Officer of Nature’s Miracle. “We both share a vision of increasing food security that is both eco-friendly and a sustainable
alternative to traditional farming methods.”
“With Nature’s Miracle we have a partner
that is committed to designing and building advanced CEA products that will enable our growers and operators to better develop and manage
their locally owned operations”, said Lee Midkiff, CEO and co-founder of Growterra. “We are excited to work together to build
upon our mission of bringing these tools to our network of decentralized, local operators.”
About Nature’s Miracle Holdings Inc.
Nature’s Miracle (www.Nature-Miracle.com)
is a growing agriculture technology company providing services to growers in the Controlled Environment Agriculture (“CEA”)
industry which also includes vertical farming in North America. Nature’s Miracle offers hardware to design, build and operate various
indoor growing settings including greenhouse and indoor-growing spaces. Nature’s Miracle, through its two wholly-owned subsidiaries
(Visiontech Group, Inc. and Hydroman, Inc.), provides grow lights as well as other hydroponic products to hundreds of indoor growers in
North America. Nature’s Miracle has also developed a robust pipeline to build commercial-scale greenhouses in the U.S. and Canada
to meet the growing needs of fresh and local vegetable products. Nature’s Miracle has established its first manufacturing footprint
in North America with its grow-light assembly plant in Manitoba, Canada and is expected to set up additional manufacturing/assembly facilities
in North America.
Nature’s Miracle Inc. and Lakeshore Acquisition
II Corp. (together with its successors, “Lakeshore”) (Nasdaq: LBBB) previously announced that they entered into a definitive
business combination agreement (the “Merger Agreement”). Upon closing, the combined company is expected to change its name to
Nature’s Miracle Holding Inc. and its common stock is expected to be traded on the Nasdaq Global Market.
About Growterra, LLC
Committed to providing entrepreneurs with a turn-key
solution that brings controlled environmental agriculture to hyperlocal markets, Growterra is building the first turn-key, end-to-end
CEA solution that provides local operators with an all-in-one equipment, operations, and business platform for growing leafy greens, microgreens,
and herbs. Growterra is committed to empowering locally grown produce through best-in-class equipment and software, while simultaneously
providing owner-operators with a business framework for success.
Important Information About the Proposed Business
Combination and Where to Find It
This press release includes
information about a proposed business combination between Lakeshore and Nature’s Miracle. Lakeshore’s subsidiary has filed a Registration
Statement on Form S-4 relating to the business combination. Once finalized, a definitive proxy statement will be mailed to Lakeshore’s
shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. This
press release does not contain all the information that should be considered concerning the proposed business combination and is not intended
to form the basis of any investment decision or any other decision in respect of the proposed business combination. Lakeshore’s shareholders
and other interested persons are advised to read, the Registration Statement on Form S-4 and proxy statement and the amendments thereto
and other documents filed in connection with the proposed business combination, as these materials will contain important information
about Nature’s Miracle, Lakeshore and the proposed business combination. The Registration Statement on Form S-4 and the proxy statement
and other documents filed with the SEC, once available, may be obtained without charge at the SEC’s website at www.sec.gov, or by
directing a written request to Lakeshore, 667 Madison Avenue, New York, NY 10065.
Participants in the Solicitation
Lakeshore, certain shareholders
of Lakeshore, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Lakeshore’s
shareholders with respect to the proposed business combination. A list of the names of Lakeshore’s directors and executive officers and
a description of their interests in Lakeshore is contained in Lakeshore’s registration statement on Form S-1, which was filed with the
SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a written request to Lakeshore, 667 Madison
Avenue, New York, NY 10065. Additional information regarding the interests of such participants will be contained in the Registration
Statement on Form S-4 and proxy statement for the proposed business combination when available.
Nature’s Miracle and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Lakeshore in connection with the
proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination will be included in the proxy statement for the proposed business combination when available.
Forward-looking Statements
Except for historical information contained herein,
this press release contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with
respect to the proposed business combination between Lakeshore and Nature’s Miracle, the benefits of the transaction, the amount
of cash the transaction will provide Nature’s Miracle, the anticipated timing of the transaction, the services and markets of Nature’s
Miracle, our expectations regarding future growth, results of operations, performance, future capital and other expenditures, competitive
advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements
or other future events. These forward-looking statements generally are identified by words such as “anticipate,” “believe,”
“expect,” “may,” “could,” “will,” “potential,” “intend,” “estimate,”
“should,” “plan,” “predict,” or the negative or other variations of such statements, reflect our management’s
current beliefs and assumptions and are based on the information currently available to our management. Forward-looking statements are
predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result,
are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed
or implied by such forward-looking statements, including but 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 Lakeshore’s securities; (ii) the risk that the transaction may
not be completed by Lakeshore’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by Lakeshore; (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 Lakeshore, the satisfaction of the minimum cash amount following any redemptions
by Lakeshore’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 Lakeshore related to the business combination agreement or the proposed transaction; (ix) the ability
to maintain the listing of Lakeshore’s securities on a national securities exchange; (x) changes in the competitive industries 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) 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. The foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of proxy statement, when available, and other documents filed by Lakeshore
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date on which they are made, and neither Nature’s Miracle nor Lakeshore assume any obligation to update or revise any forward-looking
statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned
not to put undue reliance on these forward-looking statements. Neither Lakeshore nor Nature’s Miracle gives any assurance that either
Lakeshore or Nature’s Miracle, or the combined company, will achieve its expectations.
Non-solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or
any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Lakeshore, Nature’s
Miracle or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Contacts
info@nature-miracle.com
info@growterra.ag
3
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Lakeshore Acquisition II (NASDAQ:LBBBU)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Lakeshore Acquisition II (NASDAQ:LBBBU)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
