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

February 615, 2024

Date of Report (Date of earliest event reported)

Lakeshore Acquisition II Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-41317

N/A

(State or other jurisdiction
of incorporation)

(Commission File Number)

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

667 Madison Avenue,

New York, NY

10065

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 327-9933

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:

☒☐ 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	LBBB	The Nasdaq Stock Market LLC
Warrants	LBBBW	The Nasdaq Stock Market LLC
Rights	LBBBR	The Nasdaq Stock Market LLC
Units	LBBBU	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 ☒

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 September 9, 2022, Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, including after the Reincorporation (as defined below), the “Purchaser”), LBBB Merger Sub Inc., a Delaware corporation and wholly-~~Looking~~owned subsidiary of Purchaser ~~Statements~~(the “Merger Sub”), Nature’s Miracle Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as the representative of the stockholders of Nature’s Miracle, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the stockholders of Purchaser, entered into a Merger Agreement (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Nature’s Miracle will merge with Merger Sub (the “Merger”), with Nature’s Miracle surviving and the Purchaser acquiring 100% of the equity securities of Nature’s Miracle. 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 “Nature’s Miracle Holding 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~~February ~~Report~~15, on2024 ~~Form 8-K~~at ~~contains certain~~10:00 ~~“forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended~~a.m. ~~Statements that are not historical facts~~EST, ~~including statements about~~ the ~~pending transactions among Lakeshore Acquisition~~Company IIheld ~~Corp.~~an ~~(together~~extraordinary ~~with~~general ~~its~~meeting ~~successors, the “Purchaser”), LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser~~ (the “~~Merger Sub~~Meeting”), ~~Nature’s~~at ~~Miracle~~which ~~Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as~~ the ~~representative of the stockholders of Nature~~Company’s ~~Miracle, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the~~ shareholders ofvoted ~~Purchaser,~~on ~~and~~ the ~~transactions contemplated thereby, and~~following ~~the parties’ perspectives and expectations~~proposals, ~~are~~as ~~forward-looking~~set ~~statements.~~forth ~~Such statements include~~below, ~~but~~each ~~are~~of ~~not~~which ~~limited~~is ~~to,~~described ~~statements regarding~~in ~~the~~detail ~~proposed~~in ~~transaction, including~~ the ~~anticipated~~definitive ~~initial~~proxy ~~enterprise~~statement ~~value and post-closing equity value,~~ (the ~~benefits~~“Proxy ofStatement”) ~~the~~filed ~~proposed~~with ~~transaction, integration plans, 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~~February 1,” ~~“intend~~2024,” ~~“plan” and~~which ~~similar~~was ~~expressions~~first ~~indicate~~mailed ~~forward-looking~~by ~~statements.~~the ~~These forward-looking statements are not guarantees of future performance~~Company ~~and are subject~~ to ~~various~~its ~~risks~~shareholders ~~and~~on ~~uncertainties,~~or ~~assumptions (including assumptions~~ about ~~general~~February ~~economic~~2, ~~market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated~~2024.

~~Such~~As ~~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~~January 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 transaction10, ~~including the approval of the business combination agreement by the stockholders of Purchaser~~2024, the ~~satisfaction~~record ofdate ~~the~~for ~~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~~Meeting, ~~change~~there orwere other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Nature’s Miracle’s business relationships3, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Nature’s Miracle; (viii) the outcome of any legal proceedings that may be instituted against Nature’s Miracle or Purchaser related to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Purchaser’s securities on a national securities exchange; (x) changes in the competitive industry in which Nature’s Miracle operates588,160 ~~variations~~ordinary inshares ~~operating~~issued ~~performance across competitors, changes in laws~~ and ~~regulations~~outstanding ~~affecting Nature’s Miracle’s business~~ and ~~changes~~entitled ~~in the combined capital structure; (xi) the ability~~ to ~~implement~~vote. ~~business~~There ~~plans, forecasts~~were ~~and other expectations after the completion of the proposed transaction~~3, ~~and identify and realize additional opportunities; (xii) the risk of downturns in the market and Nature’s Miracle’s industry including~~050,605 ~~but~~ordinary ~~not~~shares ~~limited to, as a result~~presented of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xiv) the inability to complete its convertible debt financing; (xv) the risk of potential future significant dilution to stockholders resulting from lender conversions under the convertible debt financing; and (xvi) risks and uncertainties related to Nature’s Miracle’s business, including, but not limited to, risks relating to the uncertainty of the projected financial information with respect to Nature’s Miracle; risks related to Nature’s Miracle’s limited operating history, the roll-out of Nature’s Miracle’s business and the timing of expected business milestones; Nature’s Miracle’s ability to implement its business plan and scale its business; Nature’s Miracle’s ability to develop products and technologies that are more effective or commercially attractive than competitors’ products; Nature’s Miracle’s ability to maintain accelerate rate of growth recently due to lifestyle changes in ~~the~~person wake of COVID-19 pandemic; risks of increased costs as a result of being a public company; risks relating to Nature’s Miracle’s being unable to renew the leases of their facilities and warehouses; Nature’s Miracle’s ability to grow the size of its organization and management in response of the increase of sales and marketing infrastructure; risks relating to potential tariffs or arepresented global trade war that could increase the cost of Nature’s Miracle’s products; risks relating to product liability lawsuits that could be brought against Nature’s Miracle;; Nature’s Miracle’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; Nature’s Miracle’s ability to expand internationally; acceptance by the marketplace of the products and services that Nature’s Miracle markets; and government regulations and Nature’s Miracle’s ability to obtain applicable regulatory approvals and comply with government regulations. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated March 8, 2022 and in the Registration Statement on Form S-4 and proxy ~~statement~~at ~~initially filed with~~ the Securities and Exchange Commission (“SEC”) on November 14, 2022 (as amended and as may be further amended) 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 readMeeting. ~~Should~~The ~~one~~final orvoting ~~more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual~~ results ~~may~~for ~~vary~~each ~~materially~~proposal ~~from~~submitted ~~those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not~~ to ~~place~~the ~~undue~~shareholders ~~reliance~~of ~~on these forward-looking statements. Forward-looking statements relate only to~~ the ~~date they were made, and Purchaser, Merger Sub, Nature’s Miracle, and their subsidiaries undertake~~Company noat ~~obligation to update forward-looking statements to reflect events or circumstances after~~ the ~~date~~Meeting ~~they~~are ~~were~~included ~~made except as required by law or applicable regulation~~below.

1Each of the proposals described below was approved by the Company’s shareholders.

~~Additional Information and Where to Find It~~PROPOSALS:

InPROPOSAL connection with the proposed business combination, Purchaser has filed relevant materials with the SEC, including the Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card have been mailed to shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. Shareholders 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, as available, 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 10065.1:

~~INVESTORS~~To ~~AND~~approve ~~SECURITY~~by ~~HOLDERS~~special OFresolution ~~PURCHASER ARE~~the ~~URGED~~merger ~~TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH~~of ~~THE~~Lakeshore ~~TRANSACTIONS~~with ~~THAT~~and ~~PURCHASER~~into ~~WILL~~PubCo, ~~FILE~~its ~~WITH~~wholly ~~THE~~owned ~~SEC~~Delaware ~~WHEN~~subsidiary, ~~THEY~~with ~~BECOME~~PubCo ~~AVAILABLE~~surviving ~~BECAUSE~~the ~~THEY~~merger. ~~WILL~~The ~~CONTAIN~~merger ~~IMPORTANT~~will ~~INFORMATION~~change ~~ABOUT~~Lakeshore’s ~~PURCHASER,~~place ~~NATURE’S~~of ~~MIRACLE~~incorporation ~~AND~~from ~~THE~~Cayman ~~TRANSACTIONS~~Islands to Delaware.

Participants in Solicitation

For		Against		Abstain
3,049,605		1,000		0

~~Purchaser,~~PROPOSAL Merger Sub, Nature’s Miracle, certain stockholders of Nature’s Miracle, 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 ordinary shares 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 initial public offering prospectus dated March 8, 2022 and other filings by the Purchaser filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation are included in the proxy statement pertaining to the proposed transaction. These documents can be obtained free of charge from the sources indicated above.2:

NoTo ~~Offer~~approve orby ~~Solicitation~~special resolution each material difference between the proposed Amended and Restated Certificate of Incorporation of PubCo and the amended and restated memorandum and articles of association of the Company, as described in the Proxy Statement previously mailed to shareholders, enumerated as Proposals 2A to 2J below:

~~This~~Proposal ~~Current~~Number ~~Report~~2A onwas ~~Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect~~ to ~~any~~change ~~securities or in respect of~~ the ~~potential business~~name ~~combination or any other matter and will not constitute an offer to sell or a solicitation~~ of anPubCo ~~offer~~ to ~~buy the securities of Purchaser,~~ “Nature’s Miracle orHolding the combined company, nor will there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdictionInc. ~~No offer of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.~~”

Item 1.01 Entry into a Material definitive Agreement.

For		Against		Abstain
3,049,605		1,000		0

~~Promissory Note~~ 1

~~The~~Proposal ~~disclosure~~Number ~~contained~~2B was to require an affirmative vote of a majority in ~~Item~~voting ~~2.03~~power isof ~~incorporated~~the stock entitled to vote thereon, to amend, alter, change or repeal any provision of PubCo’s proposed charter, byor ~~reference~~to adopt any new provision of PubCo’s proposed charter; provided, however, that the affirmative vote of the holders of at least 66% in ~~this~~voting ~~Item~~power 1of the stock entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt provisions relating to management, director’s personal liability, indemnification, stockholders meetings modality, call of stockholders meetings, amending bylaws, forum selection and personal jurisdiction.~~01.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

For		Against		Abstain
3,049,605		1,000		0

OnProposal ~~February~~Number 6,2C ~~2024,~~was ~~Lakeshore~~to ~~Acquisition~~provide IIthat ~~Corp., a Cayman Islands exempted company (~~the ~~“Company”~~bylaws ~~or “Lakeshore”) issued an unsecured promissory note dated February 6, 2024, in the aggregate principal amount~~ of ~~$20,000~~PubCo ~~(the~~may ~~“Note”)~~be ~~to Nature’s Miracle~~adopted, ~~the counterparty to the previously announced Merger Agreement~~amended, ~~dated~~and ~~September~~repealed ~~9, 2022,~~ by ~~and~~either ~~between Lakeshore, Merger Sub, Nature’s Miracle, and~~ the ~~other~~affirmative ~~parties~~vote thereto (as amended to date, the “Merger Agreement”), pursuant to which a proposed business combination (the “Business Combination”) would occur in which Lakeshore will reincorporate to the State of ~~Delaware by merging with and into LBBB Merger Corp.,~~ a ~~Delaware~~majority ~~corporation and wholly-owned subsidiary~~ of ~~Lakeshore~~the ~~(“PubCo”),~~board ~~Merger Sub would merge into Nature’s Miracle, and Nature’s Miracle would become a wholly-owned subsidiary~~ of PubCo. ~~The~~without ~~Note does not bear interest~~any ~~and~~action ~~matures~~on ~~upon~~ the ~~earlier~~part of ~~(i)~~ the ~~closing~~stockholders ofor the ~~Company’s~~affirmative ~~initial~~vote ~~business~~of ~~combination and (ii) March 11, 2024. In~~ the ~~event that~~holders ~~the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside~~ of ~~the~~at ~~Company’s trust~~least ~~account,~~66% ifin ~~any.~~voting ~~The~~power ~~proceeds~~ of the ~~Note~~stock ~~have~~entitled ~~been deposited in the Company’s trust account in connection with extending~~to ~~the~~vote ~~business combination completion window until March 11, 2024~~thereon.

In consideration of making the loan, Lakeshore also agreed to cause 2,000 shares of Class A common stock of PubCo to be issued to Nature’s Miracle or its designee following the closing of the Business Combination.

For		Against		Abstain
3,049,605		1,000		0

~~The~~Proposal ~~foregoing~~Number ~~description~~2D ofwas ~~the~~to ~~Note~~provide ~~is qualified~~that inPubCo’s ~~its~~board ~~entirety~~of bydirectors ~~reference~~be todivided ~~the~~into ~~full~~three ~~text~~classes ofwith ~~the~~only ~~Note,~~one aclass ~~copy~~ of ~~which~~directors isbeing ~~filed~~elected ~~with~~in ~~this~~each ~~Current~~year ~~Report~~and oneach ~~Form 8-K as Exhibit 10.1~~class ~~and~~serving isa ~~incorporated~~three-year ~~herein by reference~~term.

For		Against		Abstain
3,049,605		1,000		0

~~Item~~Proposal ~~3.02~~Number ~~Unregistered~~2E ~~Sales~~was to provide that directors shall be elected by the affirmative vote of ~~Equity~~at ~~Securities~~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 newly created directorships (including those created by the board) or any vacancy on the board of directors shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, or by a sole remaining director.

The information set forth above in Item 1.01 of this Report is incorporated by reference herein. The shares of Class A common stock are being issued and sold by the Company to Nature’s Miracle, or their designees, in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

For		Against		Abstain
3,049,605		1,000		0

~~Item~~Proposal ~~8.01.~~Number ~~Other~~2F ~~Events~~was to provide that any director or the entire board of PubCo may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66% in voting power of the stock entitled to vote thereon.

Funding of Trust Account and Monthly Extension

For		Against		Abstain
3,049,605		1,000		0

OnProposal ~~February~~Number 6,2G ~~2024, $20,000~~ was ~~deposited~~to ~~into~~provide that special meetings of the ~~Company’s~~stockholders ~~trust~~of ~~account~~PubCo tomay ~~extend~~be called only by the ~~period~~majority of ~~time~~the whole board of PubCo, the ~~Company~~Chairman ~~will~~of ~~have~~the toboard, or ~~consummate~~the ~~its~~chief ~~initial~~executive ~~business~~officer ~~combination~~of byPubCo. We believe this achieves a reasonable balance between enhancing stockholder rights and adequately ~~one~~protecting ~~month,~~the orlong-term ~~until~~interests ~~March~~of ~~11,~~PubCo ~~2024~~and its stockholders.

Capital Markets Advisory Agreement

For		Against		Abstain
3,049,605		1,000		0

OnProposal ~~February~~Number 7,2H ~~2024,~~was ~~Lakeshore~~to ~~entered~~provide ~~into a~~that ~~capital~~that ~~markets~~any ~~advisory~~action ~~agreement~~required ~~with~~or ~~Benjamin~~permitted ~~Securities, Inc. (“Benjamin”), pursuant~~ to ~~which~~be ~~Lakeshore~~taken ~~engaged~~by ~~Benjamin as~~the ~~its~~stockholders ~~capital~~must ~~markets~~be ~~advisor~~effected inat ~~connection~~an ~~with~~annual ~~the~~or ~~Business~~special ~~Combination.~~meeting ~~Pursuant~~of to the ~~agreement, Benjamin will provide various capital~~stockholders ~~markets~~and ~~services.~~may Innot ~~consideration~~be ofeffected ~~such~~by ~~services,~~written ~~Lakeshore~~consent ~~will~~in ~~pay~~lieu ~~Benjamin a service fee~~ of ~~$400,000,~~ a ~~discount payment of $250,000 for the benefit of the holders of the purchased shares, as well as certain expenses~~meeting.

Item 9.01. Financial Statements and Exhibits

For		Against		Abstain
3,049,605		1,000		0

~~(d) Exhibits:~~2

Exhibit No.		Description
10.1		Promissory Note, dated February 6, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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, federal district court for the District of Delaware, shall be the sole and exclusive forum for certain actions and claims.

For		Against		Abstain
3,049,605		1,000		0

~~SIGNATURES~~Proposal Number 2J was to eliminate certain provisions related to the Company’s status as a blank check company.

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.

For		Against		Abstain
3,049,605		1,000		0

~~Dated~~PROPOSAL ~~February 9, 2024~~3:

~~LAKESHORE~~To ~~ACQUISITION~~approve IIby ~~CORP.~~special ~~By:~~resolution /a proposal to amend the Company’s/ ~~Deyin~~amended ~~(Bill)~~and ~~Chen~~restated ~~Name:~~memorandum ~~Deyin~~and ~~(Bill)~~articles ~~Chen~~of ~~Title:~~association ~~Chief~~to ~~Executive~~expand ~~Officer~~the methods that the Company may employ to not become subject to the SEC’s “penny stock” rules by removing the net tangible asset requirement therein and by deleting the relevant provisions of the amended and restated memorandum and articles of association and substituting it with the amendment to the amended and restated memorandum and articles of association of the Company.

For		Against		Abstain
3,050,605		0		0

PROPOSAL 4:

To approve by ordinary resolution the merger of LBBB Merger Sub, Inc., a wholly-owned subsidiary of PubCo, with and into Nature’s Miracle, with Nature’s Miracle surviving the merger as a wholly-owned subsidiary of PubCo. We refer to the merger as the Merger.

For		Against		Abstain
3,049,605		1,000		0

PROPOSAL 5:

To approve by ordinary resolution 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.

For		Against		Abstain
3,049,605		1,000		0

PROPOSAL 6:

To approve by ordinary resolution the appointment of Charles Jourdan Hausman as a Class I director serving until PubCo’s 2024 annual meeting of stockholders; Zhiyi (Jonathan) Zhang and H. David Sherman as Class II directors serving until PubCo’s 2025 annual meeting of stockholders; and Tie (James) Li and Jon M. Montgomery as Class III directors serving until PubCo’s 2026 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
3,049,605		1,000

PROPOSAL 7:

To approve PubCo’s 2024 Incentive Plan to be effective after consummation of the Business Combination.

For		Against		Abstain
3,049,605		1,000		614

Item 8.01. Other Events

As of the time of this filing, the Company’s shareholders had elected to redeem an aggregate of 1,246,563 ordinary shares in connection with the Meeting, leaving approximately 100,097 public ordinary shares outstanding following redemptions and approximately $1.12 million remaining in the Company’s trust account.

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 II Corp. (together with its successors, the “Purchaser”), LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nature’s Miracle Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as the representative of the stockholders of Nature’s Miracle, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the shareholders 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; (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 that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Nature’s Miracle’s business relationships, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Nature’s Miracle; (viii) the outcome of any legal proceedings that may be instituted against Nature’s Miracle or Purchaser related to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Purchaser’s securities on a national securities exchange; (x) changes in the competitive industry in which Nature’s Miracle operates, variations in operating performance across competitors, changes in laws and regulations affecting Nature’s Miracle’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and Nature’s Miracle’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xiv) the inability to complete its convertible debt financing; (xv) the risk of potential future significant dilution to stockholders resulting from lender conversions under the convertible debt financing; and (xvi) risks and uncertainties related to Nature’s Miracle’s business, including, but not limited to, risks relating to the uncertainty of the projected financial information with respect to Nature’s Miracle; risks related to Nature’s Miracle’s limited operating history, the roll-out of Nature’s Miracle’s business and the timing of expected business milestones; Nature’s Miracle’s ability to implement its business plan and scale its business; Nature’s Miracle’s ability to develop products and technologies that are more effective or commercially attractive than competitors’ products; Nature’s Miracle’s ability to maintain accelerate rate of growth recently due to lifestyle changes in the wake of COVID-19 pandemic; risks of increased costs as a result of being a public company; risks relating to Nature’s Miracle’s being unable to renew the leases of their facilities and warehouses; Nature’s Miracle’s ability to grow the size of its organization and management in response of the increase of sales and marketing infrastructure; risks relating to potential tariffs or a global trade war that could increase the cost of Nature’s Miracle’s products; risks relating to product liability lawsuits that could be brought against Nature’s Miracle;; Nature’s Miracle’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; Nature’s Miracle’s ability to expand internationally; acceptance by the marketplace of the products and services that Nature’s Miracle markets; and government regulations and Nature’s Miracle’s ability to obtain applicable regulatory approvals and comply with government regulations. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated March 8, 2022 and in the Registration Statement on Form S-4 and proxy statement initially filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (as amended and as may be further amended) 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, Nature’s Miracle, 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.

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 February 15, 2024

LAKESHORE ACQUISITION II CORP.

By:	/s/ Deyin (Bill) Chen
Name:	Deyin (Bill) Chen
Title:	Chief Executive Officer

Filing Compare · Lakeshore Acquisition II Corp.