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Lakeshore Acquisition I Corp. - LAAA

  • Commons

    $9.82

    -0.10%

    LAAA Vol: 107.0

  • Warrants

    $0.56

    -0.34%

    LAAAW Vol: 0.0

  • Units

    $10.15

    +0.59%

    LAAAU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 69.7M
Average Volume: 31.7K
52W Range: $9.58 - $9.90
Weekly %: -0.10%
Monthly %: +0.00%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 169
Unit composition:
Each unit consists of one ordinary share and three-quarters of one warrant, which we refer to throughout this prospectus as the “public warrants.” Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this
Trust Size: 5000000.0M

Management

Officers and Directors Our amended and restated memorandum and articles of association provides that, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the amended and restated memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in our amended and restated memorandum and articles of association. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. 82 We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. 83 PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: •each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; •each of our officers and directors that beneficially owns ordinary shares; and •all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of warrants, including the private units, as these warrants are not exercisable within 60 days of the date of this prospectus. Prior to Offering After Offering(2) Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Ownership Approximate Percentage of Issued and outstanding ordinary shares(3) Amount and Nature of Beneficial Ownership Approximate Percentage of Issued and outstanding ordinary shares RedOne Investment Limited(3) 844,186 58.73 % 728,857 11.66 % Polar Multi-Strategy Master Fund(4) 191,977 13.35 % 166,936 2.67 % CR Financial Holdings, Inc.(5) 71,876 5.00 % 62,501 1.00 % John Lipman(6) 71,875 5.00 % 62,500 1.00 % Bill Chen(3) 844,186 58.73 % 728,857 11.66 % Laura Li 5,000 * 5,000 * H. David Sherman 20,000 1.39 % 20,000 * Jianzhong Lu 5,000 * 5,000 * Yan Zhu 10,000 * 10,000 * All directors and officers (5 individuals) as a group 1,219,914 85.01 % 1,060,794 16.97 % *Less than one percent. (1)Unless otherwise indicated, the business address of each of the individuals is Suite A-2F, 555 Shihui Road, Songjiang District, Shanghai, China 201100. (2)Assumes (i) no exercise of the over-allotment option and (ii) an aggregate of 187,500 ordinary shares have been forfeited by our initial shareholders as a result thereof. (3) Represents shares held by our sponsor. Mr. Chen has voting and dispositive power over the shares held of record by our sponsor. Mr. Chen disclaims any beneficial ownership of the shares held by our sponsor, except to the extent of his pecuniary interest therein. (4) The business address of Polar Multi-Strategy Master Fund is 401 Bay Street, Suite 1900, Toronto, Ontario M5H 2Y4, Canada. (5) Byron Roth and Gordon Roth have voting and dispositive power over the shares held by CR Financial Holdings, Inc.The business address of CR Financial Holdings, Inc. is 1601 Washington Avenue, #320, Miami Beach, FL 33139. (6) Mr. Lipman’s business address is 222 South 9th Street, Suite 350, Minneapolis, MN 55402. 84 Immediately after this offering (without the exercise of the underwriters’ over-allotment option), our initial shareholders will beneficially own 20% of the then issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any units in this offering). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including the appointment of directors, amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions. To the extent the underwriters do not exercise the over-allotment option, up to an aggregate of 187,500 founder shares held by our initial shareholders will be subject to forfeiture. Our sponsor will be required to forfeit only a number of founder shares necessary to maintain our initial shareholders’ 20% ownership interest in our ordinary shares (assuming our initial shareholders do not purchase any units in this offering) after giving effect to the offering and without giving effect to the exercise, if any, of the underwriters’ over-allotment option. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. During the lock-up period, the holders of these shares will not be able to sell or transfer their securities except (1) to our officers, directors, shareholders, employees and members of our sponsor and their affiliates, (2) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (3) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death, (5) pursuant to a qualified domestic relations order, (6) by certain pledges to secure obligations incurred in connection with purchases of our securities, (7) by private sales at prices no greater than the price at which the shares were originally purchased or (8) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause 8 or with our prior consent) where the transferee agrees to the terms of the insider letter. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. Our initial shareholders have committed to purchase from us an aggregate of 250,000 private units (or up to 268,750 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit. Such purchases will take place on a private placement basis simultaneously with the consummation of this offering. The private units are identical to the warrants included in the units sold in this offering except the private units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial shareholders or their permitted transferees. The holders have agreed not to transfer, assign or sell any of the private units until after the completion of our initial business combination. 85 Registration Rights Our initial shareholders and their permitted transferees can demand that we register the founder shares, the private units and the underlying private shares and private warrants, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and warrants, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of such securities are entitled to demand that we register these securities at any time after we consummate an initial business combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in this offering may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination; provided that any holder that is affiliated with an underwriter participating in this offering may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Prior to this offering, we issued an aggregate of 1,437,500 founder shares (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) to our sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. Our sponsor thereafter transferred certain shares to our independent directors for the same price paid for such shares. If the underwriters determine the size of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our initial shareholders’ ownership at a percentage of the number of shares to be sold in this offering. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Our initial shareholders have committed to purchase an aggregate of 250,000 private units (or up to 268,750 private units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering. Our initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until after the completion of our initial business combination. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Other than reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our sponsor, officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will be responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties. 86 As of the date of this prospectus, our sponsor advanced us, pursuant to a promissory note, a total of $450,000 to be used for a portion of the expenses of this offering. The loan is, at the discretion of the sponsor, due on the earlier of December 31, 2021, the consummation of this offering or the abandonment of this offering. The promissory note will be payable without interest. The promissory note will be repaid out of the proceeds of this offering available to us for payment of offering expenses. In addition, in order to finance transaction costs in connection with an intended initial business combination, our initial shareholders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes. In the event that we are unable to consummate an initial business combination, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. If we consummate an initial business combination, the notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 50,000 units if the full amount of notes are issued and converted). After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our initial shareholders, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or shareholders) from a financial point of view. We have entered into a registration rights agreement with respect to the founder shares and private units, among other securities, which is described under the heading “Principal Shareholders — Registration Rights.” 87 DESCRIPTION OF SECURITIES As of the date of this prospectus, we will be authorized to issue 500,000,000 ordinary shares, par value of US$0.0001 per share. As of the date of this prospectus, 1,437,500 ordinary shares are issued and outstanding. The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated memorandum and articles of association and the form of warrant agreement, which are filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of Cayman Islands law. Public Units Each unit consists of one ordinary share and three-quarters of one warrant. Each whole warrant entitles the holder to purchase one ordinary share exercisable at $11.50 per share, subject to adjustment as described in this prospectus. In no event will the ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the private units. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. If th

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-17 Altium Capital Management LP 200,000 $1,970,000 0.4% 0 2.819%
2021-11-16 Whitebox Advisors LLC 60,000 $590,000 0.0% 0 0.846%
2021-11-16 Millennium Management LLC 12,500 $120,000 0.0% 0 0.176%
2021-11-16 CNH Partners LLC 37,500 $370,000 0.0% 0 0.529%
2021-11-16 CVI Holdings LLC 200,000 $1,950,000 0.1% 0 2.819%
2021-11-15 Polar Asset Management Partners Inc. 246,800 $2,430,000 0.0% 0 3.479%
2021-11-15 Rivernorth Capital Management LLC 79,992 $780,000 0.0% 0 1.127%
2021-11-15 Dark Forest Capital Management LP 164,263 $1,620,000 0.6% 0 2.315%
2021-11-12 GABELLI & Co INVESTMENT ADVISERS INC. 92,400 $900,000 0.1% 0 1.302%
2021-11-12 Gabelli Funds LLC 107,600 $1,050,000 0.0% 0 1.517%
2021-11-12 Periscope Capital Inc. 269,358 $2,640,000 0.1% 0 3.796%
2021-11-12 Arena Capital Advisors LLC CA 250,000 $2,450,000 0.2% 0 3.524%
2021-11-12 Weiss Asset Management LP 102,950 $1,010,000 0.0% 0 1.451%
2021-11-12 Wolverine Asset Management LLC 126,469 $1,240,000 0.0% 0 1.783%
2021-11-12 MYDA Advisors LLC 175,000 $1,710,000 0.5% 0 2.467%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-15 https://www.sec.gov/Archives/edgar/data/1848000/000141057821000271/laaau-20210930x10q.htm
10-Q FORM 10-Q 2021-08-23 https://www.sec.gov/Archives/edgar/data/1848000/000110465921108449/laaau-20210630x10q.htm
NT 10-Q NT 10-Q 2021-08-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921106658/tm2123940d2_nt10q.htm
4/A OWNERSHIP DOCUMENT 2021-07-27 https://www.sec.gov/Archives/edgar/data/1848000/000110465921096526/xslF345X03/tm2123350-2_4aseq1.xml
4/A OWNERSHIP DOCUMENT 2021-07-27 https://www.sec.gov/Archives/edgar/data/1848000/000110465921096525/xslF345X03/tm2123350-1_4aseq1.xml
10-Q FORM 10-Q 2021-07-23 https://www.sec.gov/Archives/edgar/data/1848000/000110465921095384/laaau-20210331x10q.htm
4/A OWNERSHIP DOCUMENT 2021-07-19 https://www.sec.gov/Archives/edgar/data/1848000/000110465921093210/xslF345X03/tm2122411-1_4seq1.xml
4/A OWNERSHIP DOCUMENT 2021-07-19 https://www.sec.gov/Archives/edgar/data/1848000/000110465921093206/xslF345X03/tm2122408-1_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-07-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921090464/xslF345X03/tm2121825-1_4seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921090436/xslF345X02/tm2119114-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921090426/xslF345X02/tm2119114-1_3seq1.xml
8-K FORM 8-K 2021-07-02 https://www.sec.gov/Archives/edgar/data/1848000/000110465921088947/tm2120987d1_8k.htm
8-K FORM 8-K 2021-06-22 https://www.sec.gov/Archives/edgar/data/1848000/000110465921084080/tm2120068d1_8k.htm
4 FORM 4 2021-06-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082842/xslF345X03/tm2119114d7_4.xml
3 OWNERSHIP DOCUMENT 2021-06-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082840/xslF345X02/tm2119114-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082839/xslF345X02/tm2119114-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082838/xslF345X02/tm2119114-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-17 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082837/xslF345X02/tm2119114-2_3seq1.xml
8-K FORM 8-K 2021-06-16 https://www.sec.gov/Archives/edgar/data/1848000/000110465921082080/tm2119840d1_8k.htm
424B4 424B4 2021-06-14 https://www.sec.gov/Archives/edgar/data/1848000/000110465921080641/tm2119589d1_424b4.htm
CERT 2021-06-11 https://www.sec.gov/Archives/edgar/data/1848000/000135445721000644/8A_Cert_LAAA.pdf
EFFECT 2021-06-10 https://www.sec.gov/Archives/edgar/data/1848000/999999999521002297/xslEFFECTX01/primary_doc.xml
CORRESP 2021-06-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921078755/filename1.htm
8-A12B 8-A12B 2021-06-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921078704/tm2118998-1_8a12b.htm
CORRESP 2021-06-08 https://www.sec.gov/Archives/edgar/data/1848000/000110465921078248/filename1.htm
S-1/A S-1/A 2021-06-07 https://www.sec.gov/Archives/edgar/data/1848000/000110465921077747/tm2119011d1_s1a.htm
CORRESP 2021-06-04 https://www.sec.gov/Archives/edgar/data/1848000/000110465921077112/filename1.htm
CORRESP 2021-06-04 https://www.sec.gov/Archives/edgar/data/1848000/000110465921077111/filename1.htm
S-1/A S-1/A 2021-06-04 https://www.sec.gov/Archives/edgar/data/1848000/000110465921077106/tm2116678d3_s1a.htm
S-1/A S-1/A 2021-05-21 https://www.sec.gov/Archives/edgar/data/1848000/000110465921070573/tm2116678-1_s1a.htm
CORRESP 2021-05-21 https://www.sec.gov/Archives/edgar/data/1848000/000110465921070574/filename1.htm
UPLOAD 2021-05-12 https://www.sec.gov/Archives/edgar/data/1848000/000000000021006049/filename1.pdf
CORRESP 2021-05-05 https://www.sec.gov/Archives/edgar/data/1848000/000110465921061331/filename1.htm
S-1/A S-1/A 2021-05-05 https://www.sec.gov/Archives/edgar/data/1848000/000110465921061220/tm218691d4_s1a.htm
UPLOAD 2021-04-28 https://www.sec.gov/Archives/edgar/data/1848000/000000000021005415/filename1.pdf
S-1/A S-1/A 2021-04-22 https://www.sec.gov/Archives/edgar/data/1848000/000110465921053912/tm218691d3_s1a.htm
S-1 FORM S-1 2021-04-12 https://www.sec.gov/Archives/edgar/data/1848000/000110465921049048/tm218691d2_s1.htm
DRS 2021-03-09 https://www.sec.gov/Archives/edgar/data/1848000/000110465921033493/filename1.htm