Lakeshore Acquisition I Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure
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IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Lakeshore Acquisition I Corp. (together with its successors, the “Purchaser”), LAAA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), ProSomnus Holdings Inc., a Delaware corporation (“ProSomnus”), HGP II, LLC, a Delaware limited liability company, as the representative of the stockholders of ProSomnus, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the stockholders of Purchaser, and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Purchaser or ProSomnus following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of Purchaser, or other conditions to closing in the merger agreement; (iv) the risk that the proposed business combination disrupts ProSomnus’s current plans and operations as a result of the announcement of the transactions; (v) ProSomnus’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of ProSomnus to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) risks related to the rollout of ProSomnus’s business and the timing of expected business milestones; (viii) ProSomnus’s ability to maintain effective internal controls over financial reporting; (ix) the effects of competition on ProSomnus’s future business; (x) risks related to ProSomnus’s dependence on its intellectual property and the risk that ProSomnus’s technology could have undetected defects or errors; (xi) changes in applicable laws or regulations; (xii) the COVID-19 pandemic and its effect directly on ProSomnus and the economy generally; (xiii) risks related to disruption of management time from ongoing business operations due to the proposed business combination; and (xiv) the possibility that ProSomnus may be adversely affected by other economic, business, and/or competitive factors. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated June 10, 2021 , in Purchaser’s quarterly reports on Form 10-Q and annual reports on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) subsequent thereto and in the Registration Statement on Form S-4 and proxy statement filed with the SEC by LAAA Merger Sub Inc. in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Purchaser, Merger Sub, ProSomnus, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser and LAAA Merger Sub Inc. have filed relevant materials with the SEC, including a Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card have been mailed to Purchaser’s stockholders as of the record date established for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration Statement on Form S-4 and proxy statement without charge from Purchaser. The Registration Statement on Form S-4 and proxy statement may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Purchaser at 667 Madison Avenue, New York, NY 10065.
INVESTORS AND SECURITY HOLDERS OF PURCHASER ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PURCHASER, PROSOMNUS AND THE TRANSACTIONS.
Participants in Solicitation
Purchaser, Merger Sub, ProSomnus, certain stockholders of ProSomnus, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Purchaser common stock in respect of the proposed transaction. Information about Purchaser’s directors and executive officers and their ownership of Purchaser’s ordinary shares is set forth in Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
| Item 1.01 | Entry into a Material definitive Agreement. |
On November 30, 2022, Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Purchaser” or “Lakeshore”), has entered into common stock securities purchase agreements with accredited and institutional investors in a private placement for aggregate gross proceeds of $8.2 million. Such investors will receive 820,000 shares of Lakeshore’s common stock at the closing of the business combination with ProSomnus, and such investors will also receive 619,932 additional shares of common stock as provided in the transaction agreements between Lakeshore and ProSomnus. ProSomnus has also entered into a non-redemption agreement with an institutional investor for 195,000 shares, and such investors will also receive 167,717 additional shares. The subscription agreements and non-redemption agreement are in addition to the $30 million convertible note PIPE that Lakeshore announced signing on August 26, 2022.
The securities described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| Item 7.01. | Regulation FD Disclosure. |
The information included in Item 1.01 is incorporated by reference into this item.
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: November 30, 2022
LAKESHORE ACQUISITION I CORP.
| By: | /s/ Bill Chen |
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| Name: | Bill Chen |
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| Title: | Chief Executive Officer |