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 September 30, 2022

☐ 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 November 14, 2022, there were 4,489,308 ordinary shares, par value $0.0001, of the Company issued and outstanding.

Table of Contents

LAKESHORE ACQUISITION I CORP.

Quarterly Report on Form 10-Q

Table of Contents


PART I. FINANCIAL INFORMATION		1

Item 1.	Condensed Consolidated Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheet as of September 30, 2022 and Condensed Balance Sheet as of December 31, 2021	1

	Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2022, the nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 6, 2021 (Inception) to September 30, 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2022, the nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 6, 2021 (Inception) to September 30, 2021	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and the period from January 6, 2021 (Inception) to September 30, 2021	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

LAKESHORE ACQUISITION I CORP.

Condensed Consolidated Balance Sheets


	September 30,		December 31,
	2022		2021
	Unaudited
ASSETS
Current assets
Cash	$	150,923	$	438,913
Prepaid expenses		—		63,708
Other current assets		135,000		—
Marketable securities held in trust account		29,144,536		54,671,966
Total Current Assets		29,430,459		55,174,587
Total Assets	$	29,430,459	$	55,174,587

LIABILITIES AND SHAREHOLDERS' EQUITY
Note payable to related party		200,000		—
Note payable to third party		310,000		—
Accrued expense and other current liabilities	$	32,538	$	25,000
Total Current Liabilities		542,538		25,000
Total Liabilities		542,538		25,000

Commitments and contingencies

Redeemable Ordinary Shares
Ordinary shares subject to possible redemption: 2,860,883 shares (at redemption value of $10.18 per share as of September 30,2022) and 5,467,000 shares (at redemption value of $10.00 per share as of December 31, 2021)		29,144,536		54,670,000

Shareholders’ Equity
Ordinary share, $0.0001 par value; 500,000,000 shares authorized; 1,628,425 shares issued and outstanding (excluding 2,860,883 shares and 5,467,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021, respectively)		163		163
Additional paid-in capital		132,444		779,049
Accumulated deficit		(389,222)		(299,625)
Total Shareholders’ Equity (Deficit)		(256,615)		479,587
Total Liabilities and Shareholders’ Equity	$	29,430,459	$	55,174,587

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

LAKESHORE ACQUISITION I CORP.

Unaudited Condensed Consolidated Statements of Operations


							For The
							Period From
							January 6,
							2021
	For The		For The		For The		(Inception)
	Three Months Ended		Nine Months Ended		Three Months Ended		To
	September 30,		September 30,		September 30,		September 30,
	2022		2022		2021		2021
Formation, general and administrative expenses	$	147,393	$	376,626	$	101,299	$	157,963
Loss from operations		(147,393)		(376,626)		(101,299)		(157,963)

Other income
Interest income on marketable securities held in trust account		207,698		287,029		705		811
Net income (loss)	$	60,305	$	(89,597)	$	(100,594)	$	(157,152)

Basic and diluted weighted average shares outstanding
Redeemable ordinary shares-basic and diluted		5,013,762		5,314,261		5,467,000		2,180,466
Non-redeemable ordinary shares-basic and diluted ⁽¹⁾		1,628,425		1,628,425		1,628,425		1,386,942

Basic and diluted net loss per share
Redeemable ordinary shares-basic and diluted	$	0.04	$	0.02	$	(0.01)	$	0.70
Non-redeemable ordinary shares-basic and diluted	$	(0.08)	$	(0.11)	$	(0.01)	$	(1.22)

(1)

During January 6, 2021 (Inception) through June 27, 2021, an aggregate of 187,500 shares of non-redeemable founder shares were subject to forfeiture if the underwriters did not exercise over-allotment option. In connection with the closing of the initial public offering and the underwriters’ partial exercise of over-allotment option on June 15, 2021 and June 28, 2021, respectively, a total of 70,750 founder shares were forfeited and a total of 116,750 founder shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

LAKESHORE ACQUISITION I CORP.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity


				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
Net loss	—		—		—		(4,013)		(4,013)
Balances, March 31, 2021(1)	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
Net loss	—		—		—		(100,594)		(100,594)
Balances, September 30, 2021	1,628,425		163		779,049		(157,152)		622,060

Additional

Total

Ordinary shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Capital

Deficit

Equity

Balances, December 31, 2021

1,628,425

163

779,049

(299,625)

479,587

Net loss

—

(145,304)

Balances, March 31, 2022

1,628,425

163

779,049

(444,929)

334,283

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