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 15~~November 30, 2022

Date of Report (Date of earliest event reported)

Lakeshore Acquisition I Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-40474

N/A

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

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

Shanghai, China

201100

(Address of Principal Executive Offices)

(Zip Code)

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

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:

x	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	LAAA	The Nasdaq Stock Market LLC
Warrants	LAAAW	The Nasdaq Stock Market LLC
Units	LAAAU	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 x

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 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~~ ~~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~~circumstances that could ~~give~~delay ~~rise to~~ the ~~termination of the~~ business combination ~~agreement;~~or ~~(vi) the~~give ~~effect~~rise to of the ~~announcement~~termination ~~or pendency~~ of the ~~transaction~~agreements onrelated ~~ProSomnus’s business relationships, operating results and business generally~~thereto; (~~vii~~ii) ~~risks~~ ~~that~~ the ~~proposed transaction disrupts current plans and operations of ProSomnus; (viii) the~~ outcome of any legal proceedings that may be instituted against ~~ProSomnus or~~ Purchaser ~~related~~ toor ~~the~~ProSomnus ~~business~~following ~~combination~~announcement ~~agreement~~of or the ~~proposed transaction~~transactions; (ixiii) the ~~ability~~inability to ~~maintain~~complete the ~~listing~~business ofcombination ~~Purchaser’s securities~~due onto athe ~~national~~failure ~~securities~~to obtain ~~exchange;~~approval ~~(x) changes~~of in the ~~competitive~~shareholders ~~industries~~of ~~in which ProSomnus operates~~Purchaser, ~~variations~~or ~~in operating~~other ~~performance~~conditions ~~across~~to ~~competitors,~~closing ~~changes~~ in ~~laws and regulations affecting ProSomnus’s business and changes in~~ the ~~combined capital~~merger ~~structure~~agreement; (xiiv) ~~the~~ ~~ability to implement business plans, forecasts and other expectations after~~ the ~~completion~~risk ofthat the proposed ~~transaction,~~business ~~and~~combination ~~identify~~disrupts ~~and realize additional opportunities; (xii) the risk of downturns in the market and~~ ProSomnus’s ~~industry including,~~current ~~but~~plans ~~not~~and ~~limited~~operations ~~to,~~ as a result of the ~~COVID-19~~announcement ~~pandemic~~of the transactions; (~~xiii~~v) ~~costs~~ ProSomnus’s ~~related~~ability to ~~the~~realize ~~transaction and~~ the ~~failure to realize~~ anticipated benefits of the ~~transaction~~business orcombination, towhich ~~realize~~may ~~estimated~~be ~~pro~~affected ~~forma results and underlying assumptions~~by, ~~including~~among ~~with~~other ~~respect to~~things, ~~estimated~~competition ~~stockholder~~and ~~redemptions; (xiv)~~ the ~~inability~~ability ~~to complete its convertible debt financing; (xv) the risk~~ of ~~potential future~~ProSomnus ~~significant dilution~~ to ~~stockholders~~grow ~~resulting~~and ~~from~~manage ~~lender~~growth ~~conversions~~profitably ~~under~~following the ~~convertible~~business ~~debt financing~~combination; ~~and~~ (~~xvi~~vi) ~~risks and~~ ~~uncertainties~~costs related to the ~~ProSomnus’s~~ business, ~~including,~~combination; ~~but~~(vii) ~~not limited to,~~ risks ~~relating to the uncertainty of the projected financial information with respect to ProSomnus; risks~~ related to ~~ProSomnus’s limited operating history,~~ the ~~roll-out~~rollout of ProSomnus’s business and the timing of expected business milestones; (viii) ProSomnus’s ability to ~~implement~~maintain ~~its~~effective ~~business~~internal ~~plan~~controls ~~and~~over ~~scale~~financial ~~its business, which includes the recruitment of healthcare professionals to prescribe and dentists to deliver ProSomnus oral devices~~reporting; ~~the~~(ix) ~~understanding and adoption by dentists and other healthcare professionals of ProSomnus oral devices for mild-to-moderate OSA; expectations concerning~~ the ~~effectiveness~~effects of ~~OSA~~competition ~~treatment using ProSomnus oral devices and the potential for patient relapse after completion of treatment; the~~on ~~potential financial benefits to dentists and other healthcare professionals from treating patients with~~ ProSomnus ~~oral devices and using ProSomnus~~’s ~~monitoring~~future ~~tools~~business; ~~ProSomnus’s~~(x) ~~potential~~risks ~~profit~~related ~~margin~~to ~~from sales of~~ ProSomnus ~~oral devices; ProSomnus~~’s ~~ability~~ todependence ~~properly~~on ~~train~~its ~~dentists~~intellectual inproperty ~~the~~and ~~use of~~ the ~~ProSomnus~~risk ~~oral~~that ~~devices and other services it offers in their dental practices;~~ ProSomnus’s ~~ability~~technology tocould ~~formulate,~~have ~~implement~~undetected ~~and~~defects ~~modify~~or aserrors; ~~necessary~~(xi) ~~effective~~changes ~~sales,~~in ~~marketing,~~applicable ~~and~~laws ~~strategic~~or ~~initiatives to drive revenue growth~~regulations; ~~ProSomnus’s~~ ~~ability~~(xii) ~~to expand internationally;~~ the ~~viability~~COVID-19 ofpandemic ~~ProSomnus’s intellectual property~~ and ~~intellectual property~~its ~~created~~effect indirectly ~~the~~on ~~future;~~ProSomnus ~~acceptance~~and by the ~~marketplace~~economy ~~of the products and services that ProSomnus markets~~generally; ~~government~~(xiii) ~~regulations~~risks ~~and~~related ~~ProSomnus’s ability~~ to ~~obtain~~disruption ~~applicable~~of ~~regulatory~~management ~~approvals~~time ~~and~~from ~~comply~~ongoing ~~with~~business ~~government regulations, including under healthcare laws and the rules and~~operations ~~regulations~~due ofto the ~~U.S.~~proposed ~~Food~~business ~~and Drug Administration~~combination; and (xiv) the ~~extent~~possibility ofthat ~~patient~~ProSomnus ~~reimbursement~~may bybe ~~medical~~adversely ~~insurance~~affected inby ~~the~~other ~~United~~economic, ~~States~~business, and/or ~~internationally~~competitive factors. A further list and description of risks and uncertainties can be found in Purchaser’s initial public ~~offering~~ offering prospectus dated June 10, 2021 ~~and~~, 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 ~~initially~~ filed with the SEC onby ~~June 29,~~LAAA ~~2022~~Merger ~~(the~~Sub ~~“Registration~~Inc. ~~Statement”), 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, 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 ~~proposed~~transaction ~~business combination,~~described herein, Purchaser and LAAA Merger Sub Inc. have filed relevant materials with the SEC, including ~~the~~a Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card ~~will~~have bebeen mailed to Purchaser’s stockholders as of athe record date ~~to be~~ 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 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.

NoItem ~~Offer~~1.01 orEntry ~~Solicitation~~into a Material definitive Agreement.

~~This~~On ~~Current~~November ~~Report~~30, on2022, ~~Form 8-K~~Lakeshore isAcquisition ~~not~~I Corp., a ~~proxy~~Cayman ~~statement~~Islands orexempted ~~solicitation~~company of(“Purchaser” aor ~~proxy~~“Lakeshore”), ~~consent~~has orentered ~~authorization~~into ~~with~~common ~~respect~~stock ~~to any~~ securities purchase oragreements inwith ~~respect~~accredited ofand ~~the~~institutional ~~potential~~investors ~~business combination~~in ora ~~any~~private ~~other~~placement ~~matter~~for ~~and~~aggregate ~~shall~~gross ~~not~~proceeds ~~constitute~~of an$8.2 ~~offer~~million. toSuch investors ~~sell~~will orreceive a820,000 ~~solicitation~~shares of anLakeshore’s ~~offer~~common tostock ~~buy~~at the ~~securities~~closing of ~~Purchaser, ProSomnus~~the orbusiness ~~the~~combination ~~combined~~with ~~company~~ProSomnus, ~~nor~~and such ~~shall~~investors ~~there~~will bealso ~~any~~receive ~~sale~~619,932 ofadditional ~~any~~shares ~~such~~of ~~securities~~common instock ~~any~~as ~~state~~provided orin ~~jurisdiction~~the intransaction ~~which~~agreements ~~such~~between ~~offer,~~Lakeshore ~~solicitation,~~and orProSomnus. ~~sale~~ProSomnus ~~would~~has bealso ~~unlawful~~entered ~~prior~~into toa ~~registration~~non-redemption oragreement ~~qualification~~with ~~under~~an ~~the~~institutional ~~securities~~investor ~~laws~~for of195,000 shares, and such investors ~~state~~will oralso ~~jurisdiction. No~~receive ~~offer~~167,717 ofadditional ~~securities~~shares. ~~shall~~The besubscription ~~made~~agreements ~~except~~and bynon-redemption ~~means~~agreement ofare ain ~~prospectus~~addition ~~meeting~~to the $30 ~~requirements~~million ofconvertible ~~the~~note ~~Securities~~PIPE ~~Act~~that ofLakeshore ~~1933,~~announced assigning ~~amended~~on August 26, 2022.

~~Item~~The ~~1.01~~securities ~~Entry~~described ~~into~~above ahave ~~Material~~not ~~definitive~~been ~~Agreement~~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.

OnItem ~~September 15, 2022, Lakeshore Acquisition I Corp~~7.~~, a Cayman Islands exempted company (together with its successors, the “Company”), ProSomnus Holdings Inc~~01., aRegulation ~~Delaware~~FD corporation (“ProSomnus”), RedOne Investment Limited, a British Virgin Islands company (the “Sponsor”), and the investor named therein (the “Investor”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”)Disclosure.

~~Pursuant~~The toinformation ~~the~~included ~~Note Purchase Agreement, the Company and the Investor have agreed, subject to the terms and conditions set forth~~ in ~~the~~Item ~~Note Purchase Agreement, that the Company shall issue and sell to the Investor a promissory note (the “Note”) of $310,000 in aggregate principal amount (the “Principal Amount”)~~1.01 Onis ~~the closing date of the purchase and sale of the Note, the Investor delivered the~~incorporated ~~Note reflecting the Principal Amount and the Investor deposited $300,000~~ by ~~wire~~reference ~~transfer~~ into ~~the~~this ~~specified Company account~~item. Pursuant to the terms of the Note Purchase Agreement, the Sponsor agreed to transfer, and the Company agreed to ensure that the Sponsor shall transfer, to the Investor at the closing of the Company’s initial business combination (as defined in the Company’s initial public offering prospectus (the “Prospectus”), 50,000 founder shares (as defined in the Prospectus)). The transfer of founder shares shall occur, in whole or in part, exclusively upon the sole election of the Investor. The founder shares will be subject to similar registration rights as the founder shares held by the Sponsor.

~~The foregoing description is qualified in its entirety by reference to the Note Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.~~SIGNATURES

~~Item~~Pursuant ~~2.03~~to ~~Creation~~the requirements of athe ~~Direct~~Securities Exchange ~~Financial~~Act ~~Obligation~~of or1934, anthe ~~Obligation~~Registrant ~~under~~has anduly ~~Off-Balance~~caused ~~Sheet~~this ~~Arrangement~~report ofto abe ~~Registrant~~signed on its behalf by the undersigned hereunto duly authorized.

OnDated: ~~September~~November 1530, 2022, the Company issued the Note to the Investor in accordance with the terms of the Note Purchase Agreement. The Note does not bear interest and the Principal Amount may not be prepaid. The repayment of the Note shall take priority over and be made prior to the repayment of any other loans made by the Company. In accordance with the terms of the Note, the repayment of the Note shall be accelerated upon the occurrence of an Event of Default (as defined in the Note), whereupon the unpaid Principal Amount, and all other amounts payable under the Note, shall become immediately due and payable. The Note may not be assigned or transferred without the prior written consent of the other party thereto. The Company’s obligations under the Note shall survive after the consummation of the Company’s initial business combination and shall be binding on any successors or assigns of the Company following the consummation of any such business combination.

~~The~~LAKESHORE ~~foregoing~~ACQUISITION ~~description is~~I ~~qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10~~CORP.~~2 hereto and is incorporated herein by reference.~~

~~Item~~By: ~~9.01.~~/s/ ~~Financial~~Bill ~~Statements~~Chen ~~and~~Name: ~~Exhibits~~Bill Chen Title: Chief Executive Officer

Exhibit No.		Description
10.1		Form of Note Purchase Agreement.
10.2		Form of Promissory Note.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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 15, 2022

LAKESHORE ACQUISITION I CORP.

By: /s/ Bill Chen Name: Bill Chen Title: Chief Executive Officer

Filing Compare · Lakeshore Acquisition I Corp.