UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40474

LAKESHORE ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite A-2F, 555 Shihui Road, Songjiang District, Shanghai, China

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +86 13816100700

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one ordinary share and three-quarters of one redeemable warrant	LAAAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	LAAA	The Nasdaq Stock Market LLC
Warrants, each exercisable for one ordinary share	LAAAW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2021, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was $0.

As of March 31, 2022, there were 7,095,425 ordinary shares, par value $0.0001, of the Company issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

		Page
PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

PART II		8
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	14
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	14

PART III		14
Item 10.	Directors, Executive Officers and Corporate Governance	14
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accounting Fees and Services	23

PART IV		24
Item 15.	Exhibits and Financial Statement Schedules	24

Name	Age	Position
Bill Chen	55	Chief Executive Officer and Chairman
Laura Li	43	Chief Financial Officer and Director
H. David Sherman	72	Director
Jianzhong Lu	66	Director
Yan Zhu	57	Director

Individual		Entity
Bill Chen		Shanghai Renaissance Investment Management Co. Ltd.

Laura Li		Shanghai Renaissance Investment Management Co. Ltd.

Jianzhong Lu		Dahua Certified Public Accountants Co., Ltd.

Yan Zhu		Wuxi AppTec Co. Ltd.


		Approximate Percentage
	Amount and Nature of	of Issued and outstanding
Name and Address of Beneficial Owner⁽¹⁾	Beneficial Ownership	ordinary shares
Directors and Officers
Bill Chen⁽²⁾	664,378	9.36	%
Laura Li	5,000	*
H. David Sherman	20,000	*
Jianzhong Lu	5,000	*
Yan Zhu	10,000	*
All directors and officers (5 individuals) as a group	704,378	9.93	%
Greater than 5% Holders
RedOne Investment Limited⁽²⁾⁽³⁾	664,378	9.36	%
Karpus Investment Management⁽⁴⁾	410,150	5.78	%


		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 1195)		F-1
Financial Statements:
Balance Sheet of December 31, 2021		F-2
Statement of Operations for the period from January 6, 2021 (inception) through December 31, 2021		F-3
Statement of Changes in Shareholders’ Equity from January 6, 2021 (inception) through December 31, 2021		F-4
Statement of Cash Flows from January 6, 2021 (inception) through December 31, 2021		F-5
Notes to Financial Statements		F-6


ASSETS
Current assets
Cash	$	438,913
Prepaid expenses		63,708
Marketable securities held in trust account		54,671,966
Total Current Assets		55,174,587
Total Assets	$	55,174,587

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued expense	$	25,000
Total Current Liabilities		25,000
Total Liabilities	$	25,000

Commitments and contingencies

Redeemable Ordinary Shares
Ordinary share subject to possible redemption: 5,467,000 shares (at redemption value of $10.00 per share)	$	54,670,000

Shareholders’ Equity
Ordinary share, $0.0001 par value; 500,000,000 shares authorized; 1,628,425 shares issued and outstanding		163
Additional paid-in capital		779,049
Accumulated deficit		(299,625)
Total Shareholders’ Equity		479,587
Total Liabilities and Shareholders’ Equity	$	55,174,587


Formation, general and administrative expenses	$	301,591
Loss from operations		(301,591)
Other income
Interest income on marketable securities held in trust account		1,966
Net Loss		(299,625)

Basic and diluted weighted average shares outstanding
Redeemable ordinary shares-basic and diluted		3,020,358
Ordinary shares-basic and diluted		1,448,654

Basic and diluted net loss per share
Redeemable ordinary shares-basic and diluted	$	0.38
Ordinary shares-basic and diluted	$	(1.01)


				Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity
Balances, January 6, 2021 (Inception)	—	$	—	$	—	$	—	$	—
Issuance of ordinary shares to the sponsor	1,437,500		144		24,856		—		25,000
Issuance of public units	5,467,000		547		54,669,453		—		54,670,000
Issuance of private units	261,675		26		2,616,724		—		2,616,750
Underwriters’ discount	—		—		(1,366,750)		—		(1,366,750)
Deduction of other offering costs	—		—		(495,788)		—		(495,788)
Forfeiture of shares	(70,750)		(7)		7		—		—
Change in value of ordinary shares subject to redemption	(5,467,000)		(547)		(52,251,125)		—		(52,251,672)
Allocation of offering costs to ordinary shares subject to redemption	—		—		1,780,148		—		1,780,148
Deduction for increases of carrying value of redeemable shares	—		—		(4,198,476)		—		(4,198,476)
Net loss	—		—		—		(299,625)		(299,625)
Balances, December 31, 2021	1,628,425	$	163	$	779,049	$	(299,625)	$	479,587


Cash flow from operating activities
Net loss	$	(299,625)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned in trust account		(1,966)
Change in operating assets and liabilities:
Change in prepaid expenses		(63,708)
Change in accrued expenses		25,000
Net cash provided by operating activities		(340,299)

Cash flow from investing activities
Cash deposited in trust account		(54,670,000)
Net cash used in investing activities		(54,670,000)

Cash flow from financing activities
Proceeds from note payable to a related party		450,000
Proceeds from advance for private units to be issued		70,750
Proceeds from issuance of ordinary shares		57,311,750
Repayment of note payable to a related party		(450,000)
Repayment of advance from private units purchasers		(70,750)
Payment of underwriters’ discount		(1,366,750)
Payment of offering costs		(495,788)
Net cash provided by financing activities		55,449,212

Net change in cash		438,913
Cash at beginning of period		—
Cash at end of period	$	438,913

Non-cash investing and financing activities:
Initial classification of or ordinary shares subject to redemption		50,471,524
Subsequent measurement of ordinary shares subject to redemption		4,198,476


	For The Period From
	January 6, 2021
	(Inception) To December 31,
	2021
Net loss	$	(299,625)
Accretion of temporary equity to redemption value		(4,198,476)
Net loss including accretion of temporary equity to redemption value	$	(4,498,101)


	For The Period From January 6, 2021 (Inception) To December 31,
	2021
	Redeemable shares		Non-redeemable shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including accretion of temporary equity	$	(3,040,019)	$	(1,458,082)
Accretion of temporary equity to redemption value		4,198,476		—
Allocation of net income/(loss)	$	1,158,457	$	(1,458,082)

Denominators:
Weighted-average shares outstanding		3,020,358		1,448,654
Basic and diluted net income/(loss) per share	$	0.38	$	(1.01)


	As of December 31, 2021
Gross proceeds	$	54,670,000
Less:
Proceeds allocated to public warrants		(2,418,328)
Offering costs of public shares	$	(1,780,148)
Plus:
Accretion of carrying value to redemption value	$	4,198,476
Ordinary share subject to possible redemption	$	54,670,000


Description	Level	December 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	54,671,966


	As				As
As of June 15, 2021	Reported		Adjustment		Restated
Restated Balance Sheet
Ordinary share subject to possible redemption	$	45,780,150	$	4,219,850	$	50,000,000

Shareholders’ Equity
Ordinary share		211		(42)		169
Additional paid in capital		5,011,721		(4,219,808)		791,913
Total shareholders’ equity	$	5,000,004	$	(4,219,850)	$	780,154

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Lakeshore Acquisition I Corp. (incorporated by reference to Exhibit 3.1 of Lakeshore Acquisition I Corp.’s Current Report on Form 8-K filed with the SEC on June 16, 2021).
4.1		Warrant Agreement, dated June 10, 2021, by and between Lakeshore Acquisition I Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Lakeshore Acquisition I Corp.’s Current Report on Form 8-K filed with the SEC on June 16, 2021).
4.2		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Lakeshore Acquisition I Corp.’s Registration Statement on Form S-1 filed with the SEC on April 22, 2021).
4.3		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Lakeshore Acquisition I Corp.’s Registration Statement on Form S-1 filed with the SEC on April 22, 2021).
4.4		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Lakeshore Acquisition I Corp.’s Registration Statement on Form S-1 filed with the SEC on April 22, 2021).
4.5		Description of Securities.
10.1		Letter Agreement, dated June 10, 2021, by and among Lakeshore Acquisition I Corp., its executive officers, its directors, and RedOne Investment Limited (incorporated by reference to Exhibit 10.1 of Lakeshore Acquisition I Corp.’s Current Report on Form 8 K filed with the SEC on June 16, 2021).
10.2		Investment Management Trust Agreement, dated June 10, 2021, by and between Lakeshore Acquisition I Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 of Lakeshore Acquisition I Corp.’s Current Report on Form 8 K filed with the SEC on June 16, 2021).
10.3		Registration Rights Agreement, dated June 10, 2021, by and among Lakeshore Acquisition I Corp., RedOne Investment Limited and the other holders party thereto (incorporated by reference to Exhibit 10.3 of Lakeshore Acquisition I Corp.’s Current Report on Form 8 K filed with the SEC on June 16, 2021).
10.4		Indemnity Agreements, each dated as of June 10, 2021, by and between Lakeshore Acquisition I Corp. and each of the officers and directors of Lakeshore Acquisition I Corp. (incorporated by reference to Exhibit 10.4 of Lakeshore Acquisition I Corp.’s Current Report on Form 8 K filed with the SEC on June 16, 2021).
10.5		Private Placement Securities Subscription Agreement, dated June 10, 2021, by and among Lakeshore Acquisition I Corp., RedOne Investment Limited and other parties named therein (incorporated by reference to Exhibit 10.5 of Lakeshore Acquisition I Corp.’s Current Report on Form 8 K filed with the SEC on June 16, 2021).
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	LAKESHORE ACQUISITION I CORP.
Dated: March 31, 2022
	By:	/s/ Bill Chen
	Name:	Bill Chen
	Title:	Chief Executive Officer and Chairman

Signature	Title	Date

/s/ Bill Chen	Chief Executive Officer and Chairman	March 31, 2022
Bill Chen	(Principal Executive Officer)

/s/ Laura Li	Chief Financial Officer and Director	March 31, 2022
Laura Li	(Principal Accounting and Financial Officer)

/s/ H. David Sherman	Director	March 31, 2022
H. David Sherman

/s/ Jianzhong Lu	Director	March 31, 2022
Jianzhong Lu

/s/ Yan Zhu

SEC Form 10-K filed by Lakeshore Acquisition I Corp.