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

~~November~~December 282, 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~~Item ~~NOTICES~~5.07. Submissions of Matters to a Vote of Security Holders

~~Important~~As ~~Notice~~previously ~~Regarding~~reported, ~~Forward~~on May 9, 2022, Lakeshore Acquisition I Corp., a Cayman Islands exempted company (together with its successors, including after the Reincorporation (as defined below), the “Purchaser”), LAAA Merger Sub Inc., a Delaware corporation and wholly-~~Looking~~owned subsidiary of Purchaser (the ~~Statements~~“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, entered into a Merger Agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, ProSomnus will merge with Merger Sub (the “Merger”), with ProSomnus surviving and the Purchaser acquiring 100% of the equity securities of ProSomnus. Immediately prior to the Merger, the Purchaser shall reincorporate into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger of Purchaser with and into a newly formed Delaware corporation (the “Reincorporation”), and subject to the receipt of the approval of the shareholders of the Purchaser to the Reincorporation terms, the Purchaser shall adopt Delaware organizational documents, which will provide, among other things, that the name of the Purchaser shall be amended to be “ProSomnus, Inc.” The transactions contemplated under the Merger Agreement relating to the Reincorporation Merger and the Merger are referred to in this current report as the “Business Combination.”

~~This~~On ~~Current~~December ~~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~~2, ~~both as~~2022 ~~amended.~~at ~~Statements~~10:00 ~~that are not historical facts, including statements about the pending transactions among Lakeshore Acquisition I Corp~~a.m. ~~(together with its successors~~EST, the ~~“Purchaser”), LAAA Merger Sub Inc.,~~Company aheld ~~Delaware~~an ~~corporation~~extraordinary ~~and~~general ~~wholly-owned~~meeting ~~subsidiary of Purchaser~~ (the “~~Merger Sub~~Meeting”)~~, ProSomnus~~ ~~Holdings~~at ~~Inc.,~~which athe ~~Delaware~~Company’s ~~corporation~~shareholders ~~(“ProSomnus”),~~voted ~~HGP~~on ~~II,~~the ~~LLC,~~following ~~a Delaware limited liability company~~proposals, as ~~the~~set ~~representative~~forth ~~of the stockholders of ProSomnus~~below, ~~and~~each ~~RedOne Investment Limited, a British Virgin Islands company, as the representative~~ of ~~the~~which ~~stockholders~~is ofdescribed ~~Purchaser,~~in ~~and~~detail ~~the~~in ~~transactions contemplated thereby, and~~ the ~~parties’ perspectives~~definitive ~~and~~proxy ~~expectations,~~statement ~~are forward-looking statements. Such statements include, but are not limited to, statements regarding~~ (the ~~proposed~~ ~~transaction,~~“Proxy ~~including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction,~~Statement”) ~~integration~~filed ~~plans,~~with ~~expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth,~~ the ~~expected~~Securities ~~management~~ and ~~governance~~Exchange ofCommission (the ~~combined company, and the expected timing of the transactions. The words~~ “~~expect,~~SEC”) ~~“believe,”~~on ~~“estimate~~November 15,” ~~“intend~~2022,” ~~“plan”~~which ~~and~~was ~~similar~~first ~~expressions indicate~~mailed ~~forward-looking~~by ~~statements.~~the ~~These forward-looking statements are not guarantees of future performance and are subject~~ Company to ~~various risks~~its ~~and~~shareholders ~~uncertainties,~~on ~~assumptions~~or ~~(including assumptions~~ about ~~general~~November ~~economic~~14, ~~market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated~~2022.

~~Such~~As ~~risks and uncertainties include, but are not limited to: (i) the occurrence~~ of ~~any~~November ~~event~~10, 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 Purchaser2022, ~~or other conditions to closing in~~ the ~~merger~~record ~~agreement;~~date ~~(iv)~~for 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 combinationMeeting, ~~which~~there ~~may~~were ~~be affected by~~4, ~~among other things~~489, ~~competition~~308 ~~and~~ordinary ~~the~~shares ~~ability~~issued ~~of ProSomnus to grow~~ and ~~manage~~outstanding ~~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~~entitled ~~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 factorsvote. AThere ~~further~~were ~~list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated June 10~~3, ~~2021~~ 9097,678 inordinary ~~Purchaser’s~~shares ~~quarterly reports on Form 10-Q and annual reports on Form 10-K filed with~~presented ~~the Securities and Exchange Commission (the “SEC”) subsequent thereto and~~ in ~~the~~person ~~Registration~~or ~~Statement~~represented onby ~~Form S-4 and~~ proxy ~~statement~~ ~~filed~~at ~~with~~ the ~~SEC by LAAA Merger Sub Inc~~Meeting. inThe ~~connection~~final ~~with~~voting ~~the~~results ~~proposed~~for ~~transactions,~~each ~~and~~proposal ~~other~~submitted ~~documents~~to ~~that~~ the ~~parties may~~shareholders ~~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~~Company ~~forward-looking~~at ~~statements to reflect events or circumstances after~~ the ~~date~~Meeting ~~they~~are ~~were~~included ~~made except as required by law or applicable regulation~~below.

~~Additional~~Each ~~Information~~of ~~and~~the ~~Where~~proposals todescribed ~~Find~~below Itwas approved by the Company’s shareholders.

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.PROPOSALS:

~~INVESTORS~~PROPOSAL 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.1:

~~Participants~~To inapprove ~~Solicitation~~by special resolution the merger of Lakeshore with and into PubCo, its wholly owned Delaware subsidiary, with PubCo surviving the merger. The merger will change Lakeshore’s place of incorporation from Cayman Islands to Delaware.

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.

For				Against				Abstain
	3,617,767				289,911				0

~~Item~~PROPOSAL ~~1.01 Entry into a Material definitive Agreement.~~2:

OnTo ~~November~~approve ~~28,~~by ~~2022,~~special ~~Lakeshore~~resolution ~~Acquisition~~each Imaterial ~~Corp.,~~difference abetween ~~Cayman~~the ~~Islands~~proposed ~~exempted company (“Purchaser” or “Lakeshore”), and ProSomnus Holdings Inc., a Delaware corporation (“ProSomnus”), entered into an~~ Amended and Restated ~~Purchaser~~Certificate ~~Support~~of ~~Agreement~~Incorporation ~~(the “Amended and Restated Purchaser Support Agreement”), with the initial shareholders~~ of ~~the~~PubCo ~~Purchaser (the “Supporters”), which amends~~ and ~~restates~~ the ~~Purchaser~~amended ~~Support Agreement, dated May 9, 2022. Pursuant to the Amended~~ and ~~Restated~~restated ~~Purchaser~~memorandum ~~Support Agreement, the Supporters agreed to automatically (~~and ~~with no further action by the Supporters) transfer an additional 12% of the Founder Shares (as defined in the Purchaser~~ ~~Support~~articles ~~Agreement) to Equity Investors (as defined in the Purchaser Support Agreement) for no consideration. As a result the Supporters will transfer up to an aggregate~~ of ~~42%~~association of the ~~Founder Shares held by each Supporter to Equity Investors. If the aggregate number of transferred Founder Shares is equal to or greater than 273~~Company,~~350~~ ~~Founder~~as ~~Shares~~described ~~(the “20% Threshold”), Purchaser shall issue a full warrant to the Supporters for each transferred Founder Share transferred above the 20% Threshold; provided that~~ in ~~no event shall~~ the ~~aggregate~~ ~~number~~Proxy ofStatement ~~transferred~~previously ~~Founder~~mailed ~~Shares~~to ~~be greater than 574~~shareholders,~~035.~~ Aenumerated ~~copy~~as ~~of the Amended and Restated Purchaser Support Agreement~~Proposals is2A ~~filed as Exhibit 10.1~~ to ~~this~~2I ~~Current Report on Form 8-K and incorporated herein by reference.~~below:

~~On November 30, 2022, Lakeshore also entered into~~Proposal ~~non-redemption~~Number ~~agreements~~2A ~~with~~was ~~certain~~to ~~institutional~~change ~~investors for an aggregate of 200,339 shares of~~ the ~~Purchaser,~~name ~~and such investors will also receive an aggregate~~ of ~~172,368~~PubCo ~~additional shares from the Purchaser. Altogether, there are 395,339 shares subject~~ to ~~non-redemption agreements and~~“ProSomnus, ~~in connection therewith, the investors will receive an aggregate of 340,085 additional shares of the Purchaser~~Inc.”

Item 7.01. Regulation FD Disclosure.

For				Against				Abstain
	3,617,767				289,911				0

~~The~~Proposal Number ~~information~~2B1 ~~included~~was to require an affirmative vote of at least 75% of the total voting power of the then-outstanding shares of stock entitled to vote generally in ~~Item~~the ~~1.01~~election isof ~~incorporated~~directors, voting together as a single class, in order to amend, alter, repeal or byrescind ~~reference~~certain ~~into~~provisions ~~this~~of ~~item~~the proposed charter, including provisions relating to staggering the board of directors, appointing directors, removing directors, amending certain provisions of the proposed bylaws, eliminating written consents of stockholders, calling meetings of the stockholders, limiting liability of directors and indemnifying directors and officers, and selecting the forum for certain actions involving the company.

Item 9.01. Financial Statements and Exhibits.

For				Against				Abstain
	3,259,692				647,986				0

Exhibit No.	Description
10.1	Form of Amended and Restated Purchaser Support Agreement,
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal Number 2B2 was to provide that the proposed charter may be amended by the affirmative vote of the holders of at least a majority of the total voting power of all the then-outstanding shares of our stock entitled to vote generally in the election of directors, voting together as a single class.

SIGNATURES

For				Against				Abstain
	3,262,563				645,115				0

~~Pursuant~~Proposal Number 2C was to provide that the ~~requirements~~bylaws of PubCo may be altered, amended, repealed or directors or the ~~Securities~~affirmative vote of ~~Exchange~~at ~~Act~~least 75% of ~~1934,~~the total voting power of all the ~~Registrant~~then-outstanding ~~has~~shares ~~duly~~of ~~caused~~stock ~~this~~of ~~report~~PubCo entitled to bevote ~~signed~~generally onin ~~its~~the ~~behalf~~election of bydirectors, ~~the~~voting ~~undersigned~~together ~~hereunto~~as ~~duly~~a ~~authorized~~single class.

Dated: December 1, 2022

For				Against				Abstain
	3,259,692				647,986				0

~~LAKESHORE~~Proposal Number ~~ACQUISITION~~2D Iwas ~~CORP~~to provide that PubCo’s board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.

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

For				Against				Abstain
	3,614,895				292,783				0

Proposal Number 2E was to provide that (i) directors shall be elected by the affirmative vote of at least a plurality of the total voting power of all the then-outstanding shares of our stock entitled to vote generally in the election of directors (other than those directors elected by the holders of any series of preferred stock, who shall be elected pursuant to the terms of such preferred stock) and that (ii) newly created directorships (including those created by the board) or any vacancy on the board of directors may be filled by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.

For				Against				Abstain
	3,262,563				645,115				0

Proposal Number 2F was to provide for the removal of directors only with cause and by the affirmative vote of at least 75% of the total voting power of all the then outstanding shares of our stock entitled to vote generally in the election of directors, voting together as a single class (other than those directors elected by the holders of any series of Preferred Stock, who shall be removed pursuant to the terms of such Preferred Stock).

For				Against				Abstain
	3,614,895				292,783				0

Proposal Number 2G was to provide that special meetings of the stockholders of PubCo may be called only by or at the direction of the board of directors of PubCo.

For				Against				Abstain
	3,268,658				639,020				0

Proposal Number 2H was to provide that actions of stockholders must be taken at a duly called annual or special meeting of stockholders and may not be effected by written consent.

For				Against				Abstain
	3,611,672				296,006				0

Proposal Number 2I was to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.

For				Against				Abstain
	3,611,672				296,006				0

PROPOSAL 3:

To approve by ordinary resolution the merger of LAAA Merger Sub, Inc., a wholly-owned subsidiary of PubCo, with and into ProSomnus, with ProSomnus surviving the merger as a wholly-owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger.

For				Against				Abstain
	3,611,672				296,006				0

PROPOSAL 4:

To approve by ordinary resolution (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Lakeshore ordinary shares and the resulting change in control in connection with the Acquisition Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of an aggregate of more than 20% of PubCo Common Stock in connection with the Equity Investment and the shares of PubCo Common Stock underlying the convertible notes to be issued in connection with the Business Combination.

For				Against				Abstain
	3,611,672				296,006				0

PROPOSAL 5:

To approve by ordinary resolution the appointment of Steven Pacelli and Leonard Hedge as Class A directors serving until PubCo’s 2023 annual meeting of stockholders; Jason Orchard, Heather Rider, and Laing Rikkers as Class B directors serving until PubCo’s 2024 annual meeting of stockholders; and William Johnson and Leonard Liptak as Class C directors serving until PubCo’s 2025 annual meeting of stockholders; and in each case, effective as of the closing of the Business Combination in accordance with the Merger Agreement.

For				Withheld
	3,611,672				0

PROPOSAL 6:

To approve the Incentive Plan to be effective after consummation of the Business Combination.

For				Against				Abstain
	3,189,665				717,399				614

Item 8.01. Other Events

On December 2, 2022, the Company issued a press release announcing that its shareholders have voted to approve the previously announced Business Combination with ProSomnus Holdings Inc. at the Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

The Company’s shareholders elected to redeem an aggregate of 2,402,027 ordinary shares in connection with the Meeting. The unaudited pro forma condensed combined financial statements of the Company as of September 30, 2022 reflecting the effect of the redemptions in connection with the Meeting, equity investments in the form of non-redeeming public shares and PIPE investments has been issued by the Company and is included as Exhibit 99.2 hereto. The unaudited pro forma condensed combined financial statements are subject to change as additional information becomes available and analyses are performed.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.		Description
99.1		Press Release, dated December 2, 2022
99.2		Unaudited Pro Forma Condensed Combined Financial Information as of September 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 2, 2022

LAKESHORE ACQUISITION I CORP.

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

Filing Compare · Lakeshore Acquisition I Corp.