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, 2021

☐ 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. 001-40474

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, including zip code)

+86 13816100700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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. ☐

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 August 23, 2021, there were 7,095,425 ordinary shares, par value $0.0001, of the Company issued and outstanding.


PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Unaudited Condensed Balance Sheet as of June 30, 2021	1

	Unaudited Condensed Statement of Operations for the three months ended June 30, 2021 and the period from January 6, 2021 (Inception) to June 30, 2021	2

	Unaudited Condensed Statement of Changes in Shareholder’s Equity for the three months ended June 30, 2021 and the period from January 6, 2021 (Inception) to June 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the period from January 6, 2021 (Inception) to June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

PART II. OTHER INFORMATION		20

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22


ASSETS
Current assets
Cash	$	863,500
Total Current Assets		863,500

Marketable securities held in trust account		54,670,106
Total Assets	$	55,533,606

LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Advances for private units to be issued	$	70,750
Accrued expenses and offering costs		70,202
Total Liabilities		140,952

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		(56,558)
Total Shareholders’ Equity		722,654
Total Liabilities and Shareholders’ Equity	$	55,533,606


			For The
			Period From
			January 6,
			2021
	For The		(Inception)
	Three Months Ended		To
	June 30,		June 30,
	2021		2021
Formation, general and administrative expenses	$	52,651	$	56,664
Loss from operations		(52,651)		(56,664)
Other income
Interest income on marketable securities held in trust account		106		106
Net Loss		(52,545)		(56,558)

Basic and diluted weighted average shares outstanding
Redeemable ordinary shares-basic and diluted		894,516		462,506
Ordinary shares-basic and diluted		1,298,190		1,260,712

Basic and diluted net loss per share
Redeemable ordinary shares-basic and diluted	$	2.75	$	6.61
Ordinary shares-basic and diluted	$	(1.94)	$	(2.47)


				Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity
Balances, March 31, 2021	1,437,500	$	144	$	24,856	$	(4,013)	$	20,987
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	—		—		—		(52,545)		(52,545)
Balances, June 30, 2021	1,628,425	$	163	$	779,049	$	(56,558)	$	722,654

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	—		—		—		(56,558)		(56,558)
Balances, June 30, 2021	1,628,425	$	163	$	779,049	$	(56,558)	$	722,654


Cash flow from operating activities
Net loss	$	(56,558)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned in trust account		(106)
Change in operating assets and liabilities:
Change in accrued expenses		57,332
Net cash provided by operating activities		668

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)
Payment of underwriters’ discount		(1,366,750)
Payment of offering costs		(482,918)
Net cash provided by financing activities		55,532,832

Net change in cash		863,500
Cash at beginning of period		—
Cash at end of period	$	863,500

Supplemental disclosure of noncash activities:
Offering costs included in accrued expense	$	12,870


			For The Period From
			January 6, 2021
	For The Three Months		(Inception) To June 30,
	Ended June 30, 2021		2021
Net loss	$	(52,545)	$	(56,558)
Accretion of temporary equity to redemption value		(4,198,476)		(4,198,476)
Net loss including accretion of temporary equity to redemption value	$	(4,251,021)	$	(4,255,034)


	For The Three Months Ended June 30,				For The Period From January 6, 2021 (Inception) To June 30,
	2021				2021
	Redeemable shares		Non-redeemable shares		Redeemable shares		Non-redeemable shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including accretion of temporary equity	$	(1,734,208)	$	(2,516,813)	$	(1,142,038)	$	(3,112,996)
Accretion of temporary equity to redemption value		4,198,476		—		4,198,476		—
Allocation of net income/(loss)	$	2,464,268	$	(2,516,813)	$	3,056,438	$	(3,112,996)

Denominators:
Weighted-average shares outstanding		894,516		1,298,190		462,506		1,260,712
Basic and diluted net income/(loss) per share	$	2.75	$	(1.94)	$	6.61	$	(2.47)


	As of June 30, 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	June 30, 2021
Assets:
Marketable securities held in Trust Account	1	$	54,670,106


	As				As
As of June 15, 2021	Reported		Adjustment		Adjusted
Revised 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
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)


Date: August 23, 2021	LAKESHORE ACQUISITION I CORP.


	By:	/s/ Laura Li
		Name: Laura Li
		Title: Chief Financial Officer (Principal Financial Officer and Accounting Officer)

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