424B3 1 f424b30124_lbbbcorp.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268343

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF LAKESHORE ACQUISITION II CORP.

AND

PROSPECTUS FOR COMMON STOCK AND WARRANTS OF
LBBB MERGER CORP.

Proxy Statement/Prospectus dated January 31, 2024

and first mailed to the shareholders of Lakeshore
Acquisition II Corp. on or about February 2, 2024

To the Shareholders of Lakeshore Acquisition II Corp.:

You are cordially invited to attend the extraordinary general meeting of Lakeshore Acquisition II Corp. (“Lakeshore,” “LBBB,” “we,” “our,” or “us”), which will be held at 667 Madison Avenue, New York, NY 10065 on February 15, 2024 at 10:00 a.m. Eastern Time (the “Extraordinary General Meeting”). Due to the coronavirus (“COVID-19”) pandemic, we are encouraging our shareholders to attend the Extraordinary General Meeting virtually by means of a teleconference by visiting https://www.cstproxy.com/lakeshoreacquisitionii/2024. We are a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.”

On September 9, 2022, we entered into a merger agreement and plan of merger (as amended on June 7, 2023 by Amendment No. 1 and on December 8, 2023 by Amendment No. 2, and as may be further amended or supplemented, the “Merger Agreement”), which provides for a business combination between Lakeshore and Nature’s Miracle, Inc., a Delaware corporation (“Nature’s Miracle” or “NMI”). Pursuant to the Merger Agreement, the business combination will be effected in two steps: subject to the approval and adoption of the Merger Agreement by the shareholders of Lakeshore, Lakeshore will reincorporate to the State of Delaware by merging with and into LBBB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Lakeshore (“PubCo”), with PubCo surviving as the publicly traded entity (the “Reincorporation”); and (ii) immediately after the Reincorporation, LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into Nature’s Miracle, with Nature’s Miracle surviving as a wholly-owned subsidiary of PubCo (the “Merger”). The Merger Agreement is by and among Lakeshore, Merger Sub, Nature’s Miracle and Tie (James) Li, or “James Li”, as the representative of the stockholders of Nature’s Miracle (“Stockholders’ Representative”), and RedOne Investment Limited, as the representative of the shareholders of Lakeshore. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Reincorporation and the Merger are collectively referred to herein as the “Business Combination.”

Upon closing of the Merger, PubCo will acquire 100% of the equity securities of Nature’s Miracle. In exchange for their equity securities, the stockholders of Nature’s Miracle (the “Nature’s Miracle Stockholders”) will receive shares of PubCo Common (the “Merger Consideration”) with an aggregate value equal to: (a) two hundred thirty million U.S. dollars ($230,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement). The Closing Net Indebtedness as of December 31, 2023 was $7,275,224, which may be higher or lower than the actual Closing Net Indebtedness immediately after the closing of the transactions contemplated by the Merger Agreement (the “Closing”).

The Merger Consideration otherwise payable to Nature’s Miracle Stockholders is subject to the withholding of a number of shares of PubCo Common Stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration, in accordance with the terms of the Merger Agreement following the Closing.

Maxim Group, the financial advisor to Lakeshore will receive fees in connection with the Business Combination of an estimated $4,300,000 in cash or 430,000 shares of PubCo Common Stock. The financial advisor introduced Lakeshore to Nature’s Miracle, assisted with the structure of the transaction, and provided advice on the transaction process to Lakeshore.

 

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It is anticipated that, immediately after consummation of the Business Combination, Lakeshore’s shareholders, including the initial shareholders, will own 15.0% of the issued PubCo Common Stock, and Nature’s Miracle’s stockholders will own 80.9% of the issued PubCo Common Stock. These relative percentages assume that (i) none of Lakeshore’s existing public shareholders exercise their redemption rights as discussed herein and (ii) no PubCo Warrants are exercised. If any of Lakeshore’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Lakeshore’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

At the Extraordinary General Meeting, Lakeshore shareholders will be asked to consider and vote upon the following proposals:

1.      approval by special resolution of the Reincorporation, which we refer to as the “Reincorporation Proposal” or “Proposal No. 1”;

2.      approval by special resolution of each material difference between the proposed Amended and Restated Certificate of Incorporation of PubCo (the “proposed charter”), a copy of which is attached to this proxy statement/prospectus as Annex C, and the amended and restated memorandum and articles of association of Lakeshore, which we refer to as the “Charter Proposals” or “Proposal No. 2”;

3.      approval to amend Lakeshore’s amended and restated memorandum and articles of association to remove the net tangible asset requirement in order to expand the methods that Lakeshore may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission (“NTA Requirement Amendment”), which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 3.”

4.      approval by ordinary resolution of the Merger, which we refer to as the “Merger Proposal” or “Proposal No. 4”;

5.      approval 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 LBBB Ordinary Shares and the resulting change in control in connection with the Merger, which we refer to as the “Nasdaq Proposal” or “Proposal No. 5”;

6.      approval by ordinary resolution of the appointment of Tie (James) Li, Zhiyi (Jonathan) Zhang, Charles Jourdan Hausman, H. David Sherman, and Jon M. Montgomery to serve on PubCo’s board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement, which we refer to as the “Director Election Proposal” or “Proposal No. 6”;

7.      approval by ordinary resolution of PubCo’s 2022 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 7”; and

8.      approval by ordinary resolution to adjourn the Extraordinary General Meeting under certain circumstances, as more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 8” and, together with the Reincorporation Proposal, the Charter Proposals, the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the NTA Requirement Proposal, the “Proposals.”

The ordinary shares of Lakeshore (the “LBBB Ordinary Shares”), the warrants of Lakeshore (the “LBBB Warrants”), the rights of Lakeshore (the “LBBB Rights”) and Lakeshore’s units, each consisting of one LBBB Ordinary Share, one-half of one LBBB Warrant, and one LBBB Right (the “LBBB Units”), are currently listed on the Nasdaq Global Market under the symbols “LBBB,” “LBBBW,” “LBBBR” and “LBBBU,” respectively. PubCo intends to apply to list the PubCo Common Stock and PubCo Warrants on the Nasdaq Global Market (“Nasdaq”) under the symbols “NMHI” and “NMHIW,” respectively, in connection with the closing of the Business Combination. Lakeshore cannot assure you that the PubCo Common Stock and PubCo Warrants will be approved for listing on Nasdaq.

 

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Pursuant to Lakeshore’s amended and restated memorandum and articles of association, Lakeshore is providing its public shareholders with the opportunity to redeem all or a portion of their LBBB Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Lakeshore’s trust account (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding LBBB Ordinary Shares that were sold as part of the LBBB Units in Lakeshore’s initial public offering (“IPO”), subject to the limitations described herein. Lakeshore estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.15 at the time of the Extraordinary General Meeting (based on the balance in the Trust Account of approximately $15.0 million as of January 30, 2024). On January 30, 2024, the last sale price of LBBB Ordinary Shares on Nasdaq was $11.02 per share.

Lakeshore’s public shareholders may elect to redeem their shares even if they vote for the Reincorporation or do not vote at all. Lakeshore has no specified maximum redemption threshold under its amended and restated memorandum and articles of association. Under its amended and restated memorandum and articles of association, Lakeshore cannot redeem public shares that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon the consummation of the Business Combination. Following the NTA Requirement Amendment, Lakeshore’s amended and restated memorandum and articles of association will be permitted to redeem public shares even if that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon the consummation of the Business Combination.

Lakeshore is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements thereof. Lakeshore’s initial shareholders, including RedOne Investment Limited (“Sponsor”), the Representative, and its officers and directors, who own approximately 62.47% of LBBB Ordinary Shares outstanding as of the record date, have agreed to vote their LBBB Ordinary Shares in favor of the Reincorporation Proposal and the Merger Proposal, which transactions comprise the Business Combination, and for the Charter Proposals, the NTA Requirement Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Each Lakeshore shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person or virtually, please submit your proxy card without delay. Lakeshore shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person or through the virtual meeting platform if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or through the virtual meeting platform. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have no effect on any of the Proposals.

Lakeshore is requiring public shareholders who wish to redeem their ordinary shares to either tender their certificates to Lakeshore’s transfer agent or deliver their shares to the transfer agent electronically using DTC’s DWAC System two (2) business days before the Extraordinary General Meeting. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Lakeshore’s transfer agent will need to act to facilitate this request. It is Lakeshore’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Lakeshore does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Lakeshore has been advised that it takes a short time to deliver shares through the DWAC System, Lakeshore cannot assure you of this fact. Accordingly, if it takes

 

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longer than Lakeshore anticipates for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

Investing in PubCo securities involves a high degree of risk. We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 41.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Lakeshore’s board of directors has unanimously approved the Merger Agreement and the Plans of Merger, and unanimously recommends that Lakeshore shareholders vote “FOR” approval of each of the Proposals.

When you consider Lakeshore’s board of director’s recommendation of these Proposals, you should keep in mind that Lakeshore’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder.    See “Proposal No. 4 The Merger Proposal — Interests of Certain Persons in the Business Combination.”

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Lakeshore with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902
Toll-Free (800) 662-5200 or (203) 658-9400

Email: LBBB.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than February 8, 2024 (one week prior to the date of the Extraordinary General Meeting) to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about Lakeshore, PubCo and Nature’s Miracle.

On behalf of Lakeshore’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

Sincerely,

   

/s/ Bill Chen

   

Bill Chen

   

Chairman and Chief Executive Officer

   

Lakeshore Acquisition II Corp.

   

January 31, 2024

 

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Lakeshore Acquisition II Corp.

667 Madison Avenue
New York, NY

Tel: +1(917)327-9933

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON FEBRUARY 15, 2024

TO THE SHAREHOLDERS OF LAKESHORE ACQUISITION II CORP.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“Lakeshore”), will be held at 667 Madison Avenue, New York, NY 10065 on February 15, 2024 at 10:00 a.m. Eastern Time. Due to public health concerns relating to the coronavirus pandemic and our concerns about protecting the health and well-being of our shareholders and employees, we encourage shareholders to attend the Extraordinary General Meeting virtually. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://www.cstproxy.com/lakeshoreacquisitionii/2024. You can participate in the Extraordinary General Meeting as described in “Questions and Answers About the Proposals.”

The Extraordinary General Meeting will be held for the following purposes:

1.      To consider and vote upon a proposal to approve 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. We refer to the merger as the Reincorporation. This proposal is referred to as the “Reincorporation Proposal” or “Proposal No. 1.”

2.      To consider and vote upon a set of separate proposals to approve by 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 Lakeshore. These proposals are collectively referred to as the “Charter Proposals” or “Proposal No. 2.”

3.      To consider and vote upon a proposal to amend Lakeshore’s amended and restated memorandum and articles of association to remove the net tangible asset requirement in order to expand the methods that Lakeshore may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission (“NTA Requirement Amendment”). This proposal is called the “NTA Requirement Amendment Proposal” or “Proposal No. 3.”

4.      To consider and vote upon a proposal to approve by ordinary resolution the merger of Merger Sub, 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. This proposal is referred to as the “Merger Proposal” or “Proposal No. 4.”

5.      To consider and vote upon a proposal 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 LBBB Ordinary Shares and the resulting change in control in connection with the Merger, which we refer to as the “Nasdaq Proposal” or “Proposal No. 5.”

6.      To consider and vote upon a proposal to approve by ordinary resolution the appointment of Charles Jourdan Hausman as 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. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 6.”

7.      To consider and vote upon a proposal to approve by ordinary resolution the 2024 Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 7.

 

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8.      To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting under certain circumstances, as more fully described in the accompanying proxy statement/prospectus. This proposal is called the “Adjournment Proposal” or “Proposal No. 8.”

The proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Business Combination is conditioned upon the approval of the Reincorporation Proposal, the Merger Proposal, the Charter Proposals, the NTA Requirement Amendment Proposal, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal. The Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal are dependent upon the consummation of the Business Combination. It is important for you to note that in the event that either of the Reincorporation Proposal or the Merger Proposal is not approved, or if any of the Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal or the NTA Requirement Amendment Proposal is not approved and the applicable condition in the Merger Agreement is not waived, then Lakeshore will not consummate the Business Combination. In the absence of shareholder approval for an extension, if Lakeshore does not consummate the Business Combination and fails to complete another initial business combination by March 11, 2024, Lakeshore will be required to dissolve and liquidate.

As of January 10, 2024, the record date, there were 3,588,160 LBBB Ordinary Shares issued and outstanding and entitled to vote. Only Lakeshore shareholders who hold shares of record as of the close of business on the record date are entitled to vote on the Proposals at the Extraordinary General Meeting or any adjournment thereof. This proxy statement/prospectus is first being mailed to Lakeshore shareholders on or about February 2, 2024. Approval of each of the Reincorporation Proposal, the Charter Proposals and the NTA Requirement Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of each of the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

Whether or not you plan to attend the Extraordinary General Meeting in person or virtually, please submit your proxy card without delay to our transfer agent, Continental Stock Transfer & Trust Company, not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person or through the virtual meeting platform if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the meeting in person or virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a written revocation to Morrow Sodali LLC, the Company’s proxy solicitor, at 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: LBBB.info@investor.morrowsodali.com that is received by our proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Lakeshore’s board of directors unanimously recommends that you vote “FOR” approval of each of the Proposals.

 

By Order of the Board of Directors,

   

/s/ Bill Chen

   

Bill Chen

   

Chairman and Chief Executive Officer

   

Lakeshore Acquisition II Corp.

   

January 31, 2024

 

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Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

WHERE YOU CAN FIND MORE INFORMATION

 

1

FREQUENTLY USED TERMS

 

2

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 

4

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

 

8

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

21

SELECTED FINANCIAL INFORMATION OF NATURE’S MIRACLE

 

32

SELECTED HISTORICAL FINANCIAL INFORMATION OF LAKESHORE

 

34

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

35

COMPARATIVE PER SHARE INFORMATION

 

38

SECURITIES AND DIVIDENDS

 

40

RISK FACTORS

 

41

THE EXTRAORDINARY GENERAL MEETING

 

70

PROPOSAL NO. 1 THE REINCORPORATION PROPOSAL

 

76

PROPOSAL NO. 2 THE CHARTER PROPOSALS

 

78

PROPOSAL NO. 3 THE NTA REQUIREMENT AMENDMENT PROPOSAL

 

84

PROPOSAL NO. 4 THE MERGER PROPOSAL

 

86

PROPOSAL NO. 5 THE NASDAQ PROPOSAL

 

108

PROPOSAL NO. 6 THE DIRECTOR ELECTION PROPOSAL

 

110

PROPOSAL NO. 7 THE INCENTIVE PLAN PROPOSAL

 

111

PROPOSAL NO. 8 THE ADJOURNMENT PROPOSAL

 

116

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION

 

117

BUSINESS OF NATURE’S MIRACLE

 

130

NATURE’S MIRACLE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

147

LAKESHORE’S BUSINESS

 

157

LAKESHORE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

160

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

170

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE AFTER THE BUSINESS COMBINATION

 

182

CURRENT DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF LAKESHORE

 

189

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

 

193

BENEFICIAL OWNERSHIP OF SECURITIES

 

196

CERTAIN TRANSACTIONS

 

198

SHARES ELIGIBLE FOR FUTURE SALE

 

203

DESCRIPTION OF PUBCO’S SECURITIES

 

205

LEGAL MATTERS

 

208

EXPERTS

 

208

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

210

OTHER STOCKHOLDER COMMUNICATIONS

 

210

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

210

INDEX TO FINANCIAL STATEMENTS

 

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Page

ANNEX A — MERGER AGREEMENT AND PLAN OF MERGER

 

A-1

ANNEX B — FAIRNESS OPINION OF NEWBRIDGE SECURITIES CORPORATION

 

B-1

ANNEX C — PUBCO’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

C-1

ANNEX D — PUBCO’S AMENDED AND RESTATED BYLAWS.

 

D-1

ANNEX E — PUBCO’S 2022 EQUITY INCENTIVE PLAN

 

E-1

ANNEX F — SECTION 262 OF THE DGCL — APPRAISAL RIGHTS

 

F-1

ANNEX G — NTA REQUIREMENT AMENDMENT

 

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You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Lakeshore, PubCo or Nature’s Miracle has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

Nature’s Miracle has proprietary rights to trademarks used in this prospectus. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “” symbols, but such references are not intended to indicate, in any way, that Nature’s Miracle will not assert, to the fullest extent possible under applicable law, its rights to these trademarks and trade names.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed by PubCo (File No. 333-268343) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Common Stock to Lakeshore’s shareholders, (ii) the PubCo Common Stock to Lakeshore’s rights holders (iii) the PubCo Warrants to Lakeshore’s warrant holders, (iv) the PubCo Common Stock underlying the PubCo Warrants, and (v) the PubCo Common Stock to Nature’s Miracle’s stockholders. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Lakeshore’s shareholders will be asked to consider and vote upon the Proposals to approve the Reincorporation, the Charter Proposals, the NTA Requirement Amendment Proposal, the Merger, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

PubCo has filed this proxy statement/prospectus as part of the registration statement on Form S-4 with the SEC under the Securities Act. The registration statement contains exhibits and other information that are not contained in this proxy statement/prospectus. The descriptions in this proxy statement/prospectus of the provisions of documents filed as exhibits to the registration statement are only summaries of those documents’ material terms. In addition, Lakeshore files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read copies of the registration statement and Lakeshore’s SEC filings over the Internet at the SEC’s website at www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

All information contained in this proxy statement/prospectus relating to Lakeshore, PubCo and Merger Sub has been supplied by Lakeshore, and all information relating to Nature’s Miracle has been supplied by Nature’s Miracle. Information provided by either of Lakeshore or Nature’s Miracle does not constitute any representation, estimate or projection of the other party.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Lakeshore’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: LBBB.info@investor.morrowsodali.com.

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus:

        Business Combination” refers to the transactions contemplated by the Merger Agreement.

        Closing Date” refers to the date on which the Business Combination is consummated.

        Companies Law” refers to the Companies Law (2022 Revision) of the Cayman Islands as the same may be amended from time to time.

        Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

        Extraordinary General Meeting” refers to the meeting of Lakeshore, to be held at 667 Madison Avenue, New York, NY 10065 and utilizing a virtual shareholder meeting format on February 15, 2024 at 10:00 a.m. Eastern Time, and any adjournments thereof.

        initial shareholders” refers to the shareholders of Lakeshore immediately prior to the IPO.

        insider shares” refer to 1,725,000 LBBB Ordinary Shares issued to the Sponsor and directors of the Company at a price of approximately $0.014 per share for an aggregate amount of $25,000 prior to the IPO.

        IPO” refers to the initial public offering of 6,900,000 units of Lakeshore consummated on March 11, 2022, including the full exercise of the underwriter’s over-allotment option.

        LBBB Ordinary Shares” refer to means the ordinary shares of Lakeshore, par value $0.0001 per share.

        LBBB Rights” refer to rights to receive one-tenth (1/10) of one (1) LBBB Ordinary Shares upon consummation of Lakeshore’s initial business combination.

        LBBB Units” refer to the units of Lakeshore sold in the IPO, each comprising one Lakeshore Ordinary Share, one-half of one Lakeshore Warrant and one Lakeshore Right.

        LBBB Warrants” refer to warrants to purchase LBBB Ordinary Shares as contemplated under the Lakeshore Warrant Agreement, with each whole warrant exercisable for one Lakeshore Ordinary Share at an exercise price of $11.50 per whole share.

        Loeb” refers to Loeb & Loeb LLP.

        LOI” refers to a letter of intent.

        Merger Agreement” refers to that certain Agreement and Plan of Merger, dated September 9, 2022, and as amended on June 7, 2023 by Amendment No. 1 and on December 8, 2023 by Amendment No. 2, by and among Lakeshore, Merger Sub, Sponsor, Tie (James) Li, as representative of the Lakeshore public shareholders, and Nature’s Miracle, as may be amended from time to time.

        Plan of Merger” refers to a plan of merger by and between Lakeshore and PubCo.

        PubCo” refers to LBBB Merger Corp. for all times prior to consummation of the Merger, and Nature’s Miracle Holding Inc. for all times after the consummation of the Merger.

        PubCo Common Stock” refers to the common stock, par value $0.0001, of PubCo.

        PubCo Preferred Stock” refers to the preferred stock, par value $0.0001, of PubCo.

        PubCo’s Proposed Charter” refers to the Second Amended and Restated Certificate of Incorporation, in the form attached to this proxy statement/prospectus as Annex C, which, if approved, would take effect upon the Closing

        PubCo Warrants” refers to warrants to purchase shares of PubCo Common Stock, with each whole warrant exercisable for one share of PubCo Common Stock.

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        public shareholders” means the holders of the LBBB Ordinary Shares which were sold as part of the IPO, or “public shares,” whether they were purchased in the IPO or in the open market, including any of our initial shareholders to the extent that they purchase such public shares (except that our initial shareholders will not have conversion or tender rights with respect to any public shares they own);

        Reincorporation” refers to the transaction whereby Lakeshore will reincorporate to the State of Delaware by merging with and into PubCo, with PubCo surviving as the publicly traded entity.

        Representative” refers to Network 1 Financial Securities, Inc., the representative of the underwriters in the IPO.

        Securities Act” refers to the Securities Act of 1933, as amended.

        Sponsor” refers to RedOne Investment Limited, a British Virgin Islands entity that is owned and controlled by Bill Chen, Lakeshore’s chairman and chief executive officer.

        US Dollars,” “$” and “USD$” refer to the legal currency of the United States.

        U.S. GAAP” refers to accounting principles generally accepted in the United States.

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FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of PubCo, Lakeshore and/or Nature’s Miracle and other statements about the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Nature’s Miracle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business of Nature’s Miracle.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Lakeshore and Nature’s Miracle, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those relating to:

        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the agreements related thereto;

        the outcome of any legal proceedings that may be instituted against Lakeshore or Nature’s Miracle following announcement of the transactions;

        the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Lakeshore, or other conditions to closing in the merger agreement;

        disruption of Nature’s Miracle’s current plans and operations as a result of the announcement of the transactions;

        Nature’s Miracle’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Nature’s Miracle to grow and manage growth profitably following the Business Combination;

        diversion of management attention from ongoing business operations due to the proposed Business Combination;

        costs related to the Business Combination; and

        the possibility that Nature’s Miracle may be adversely affected by other economic, business and/or competitive factors.

The section in this proxy/statement prospectus entitled “Risk Factors” and the other cautionary language discussed in this proxy statement/prospectus provide examples of other risks, uncertainties and potential events that may cause actual developments to differ materially from those expressed or implied by the forward-looking statements, including those relating to:

Risks Related to Nature’s Miracle’s Business and Industry

        Our competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products, and we may not successfully develop new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles.

        Negative economic conditions, specifically in the United States and Canada, could adversely affect our business.

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        We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability, an ongoing military conflict between Russia and Ukraine, and record inflation, any of which could have a material adverse effect on our business, financial condition and results of operations.

        Our business has experienced an accelerated rate of growth which may be due in part to lifestyle changes in the wake of the COVID-19 pandemic; if so, our recent accelerated rate of growth may not be sustainable.

        Our international operations make us susceptible to the costs and risks associated with operating internationally.

        If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet its reporting obligations or be unable to accurately report its results of operations or prevent fraud, and investor confidence and the market price of our Common Stock may be materially and adversely affected.

        Our limited operating history in CEA industry makes it difficult to accurately forecast our future operating results and evaluate our business prospects.

        Our marketing activities may not be successful.

        We typically do not enter into long term contracts with our customers and all the orders are placed on an as-needed base, and any failure to keep the recurring customers or develop new customers could result in a material adverse impact on our financial performance and business prospects.

        In order to increase our sales and marketing infrastructure, we will need to grow the size of our organization and carefully manage our expanding operations to achieve sustainable growth, and we may experience difficulties in managing this growth.

        Our estimates of the CEA products market opportunity and forecasts of the market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

        We occupy many of our warehouses under long-term leases, and we may be unable to renew our leases at the end of their terms.

        Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.

        We may require additional financing to achieve our business goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our operations and future growth.

        We currently rely on a limited number of distributing centers, and our facility has not been in operation at a commercial capacity yet.

        If product liability lawsuits are brought against us, we may incur substantial liabilities.

        Our top suppliers are principally located in regions that are subject to earthquakes and other natural and man-made disasters.

        Our reliance on a limited base of suppliers for our products may result in disruptions to our business and adversely affect our financial results.

        A significant interruption in the operation of our suppliers’ facilities could impact our capacity to produce products and service our customers, which could adversely affect revenues and earnings.

        If our suppliers are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to sell our products may be harmed.

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        Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations.

        We may not be able to adequately obtain, maintain, protect or enforce our intellectual property and other proprietary rights that are material to our business.

        We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

        Intellectual property disputes could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

        If our owned trademark is not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Risks Related to Government and Regulation

        Certain state and other regulations pertaining to the use of certain ingredients in growing media could adversely impact us by restricting our ability to sell such products.

        Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, which are commonly used in grow media products, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.

        Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

General Risk Factors

        We may acquire other greenhouses or other indoor farming manufacturing operations, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

        Our success depends on employing a skilled local labor force, and failure to attract and retain qualified employees could negatively impact our business, results of operations and financial condition.

        Litigation may adversely affect our business, financial condition and results of operations.

        Damage to our reputation or our brand could negatively impact our business, financial condition, and results of operations.

        Members of our board of directors will have other business interests and obligations to other entities.

        Our actual operating results may differ significantly from our guidance.

        We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

The Ownership of PubCo’s Securities

        PubCo’s ability to meet the initial and continued listing requirements of Nasdaq;

        concentration of ownership among PubCo’s officers, directors and their affiliates;

        future sales of a substantial number of shares of PubCo Common Stock in the public market;

        Nature’s Miracle’s ability to issue common and preferred stock without further stockholder approval;

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        the absence of cash dividends in the future;

        volatility in the trading price of PubCo’s securities;

        analyst coverage of PubCo’s securities; and

        anti-takeover provisions in PubCo’s governing documents.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Lakeshore, Nature’s Miracle and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Nature’s Miracle, Lakeshore, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Nature’s Miracle, Lakeshore and PubCo undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT
THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Questions and Answers About the Merger

Q:     Why are Lakeshore and Nature’s Miracle proposing to enter into the Business Combination?

A:     Lakeshore is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more target businesses. In the course of Lakeshore’s search for a Business Combination partner, Lakeshore investigated the potential acquisition of many entities in various industries, including Nature’s Miracle, and concluded that Nature’s Miracle was the best candidate for a Business Combination with Lakeshore. For more details on Lakeshore’s search for a Business Combination partner and the board’s reasons for selecting Nature’s Miracle as Lakeshore’s Business Combination partner, see “Proposal No. 4 The Merger Proposal — Background of the Business Combination” and “Proposal No. 4 The Merger Proposal — Lakeshore’s Board of Director’s Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Lakeshore and Nature’s Miracle have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement also is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Business Combination consists of the Reincorporation and the Merger, each of which is described in this proxy statement/prospectus. Lakeshore’s shareholders are being asked to consider and vote upon a proposal to approve each of the Reincorporation and the Merger. Lakeshore’s shareholders are also being asked to consider and vote upon the Charter Proposals, the NTA Requirement Amendment Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this proxy statement/ prospectus, including “Risk Factors,” and all the annexes hereto.

Approval of each of the Reincorporation Proposal, the Charter Proposals, and the NTA Requirement Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof.

Q:     I am a Lakeshore warrant holder. Why am I receiving this proxy statement/prospectus?

A:     The holders of LBBB Warrants will receive PubCo Warrants entitling them to purchase PubCo Common Stock at a purchase price of $11.50 per share after the closing of the Business Combination. This proxy statement/prospectus includes important information about PubCo and the business of PubCo and its subsidiaries following the closing of the Business Combination. Because holders of PubCo Warrants will be entitled to purchase PubCo Common Stock after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Business Combination is conditioned upon the approval of the Reincorporation Proposal, the Merger Proposal, the Charter Proposals, the NTA Requirement Amendment Proposal, Nasdaq Proposal, Director Election Proposal, and Incentive Plan Proposal. The Charter Proposals, the NTA Requirement Amendment Proposal, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal are dependent upon the consummation of the Business Combination. It is important for you to note that in the event that either of the Reincorporation Proposal or the Merger Proposal is not approved, or if the Charter Proposals,

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the NTA Requirement Amendment Proposal, Nasdaq Proposal, Director Election Proposal, or Incentive Plan Proposal are not approved and the applicable condition in the Merger Agreement is not waived, then Lakeshore will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Lakeshore does not consummate the Business Combination and fails to complete an initial business combination by March 11, 2024, Lakeshore will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, Lakeshore expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than March 11, 2024.

Q:     Who will manage PubCo?

A:     The current management team of Nature’s Miracle, including Tie (James) Li, as the Chairman, the Chief Executive Officer (the “CEO”), George Yutuc as the Chief Financial Officer (the “CFO”), Darin Carpenter as the Chief Operating Officer (the “COO”), Zhiyi (Jonathan) Zhang, as the President and a director, and Varto Levon Doudakian, as a VP. See “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Lakeshore may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Lakeshore does not consummate a business combination by March 11, 2024, then pursuant to Lakeshore’s amended and restated memorandum and articles of association, Lakeshore’s officers must take all actions necessary in accordance with the Companies Law to dissolve and liquidate Lakeshore as promptly as reasonably possible. Following dissolution, Lakeshore will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of LBBB Ordinary Shares who acquired such shares in Lakeshore’s IPO or in the open market. The estimated consideration that each LBBB Ordinary Share would be paid at liquidation would be approximately $11.15 per share for shareholders based on amounts on deposit in the Trust Account as of January 30, 2024. The closing price of LBBB Ordinary Shares on Nasdaq as of January 30, 2024, was $11.02. Our initial shareholders and the Sponsor have waived the right to any liquidation distribution with respect to any LBBB Ordinary Shares held by them. There will be no distribution from the Trust Account with respect to the LBBB Warrants, which will expire worthless.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of LBBB Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to PubCo and utilized to pay transaction expenses. As of January 30, 2024, there was approximately $15.0 million in Lakeshore’s Trust Account. Lakeshore estimates that approximately $11.15 per outstanding share issued in Lakeshore’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such payments will be used for working capital and other general corporate purposes of the combined company.

Q:     Did Lakeshore’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Lakeshore obtained a fairness opinion from Newbridge Securities Corporation in connection with its determination to proceed with the Business Combination and recommendation of the Business Combination to the shareholders. See “Proposal No. 4 — The Merger Proposal — Opinion of Lakeshore’s Financial Advisor” and the opinion (as described below) attached to the joint proxy statement/prospectus as Annex B.

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Q:     Do any of Lakeshore’s directors or officers have interests that may conflict with the interests of Lakeshore’s shareholders with respect to the Business Combination?

A:     Lakeshore’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder.

For example, on February 19, 2021, an aggregate of 1,437,500 LBBB Ordinary Shares were issued to the Sponsor and the directors at a price of approximately $0.017 per share for an aggregate amount of $25,000. We refer to these shares as “insider shares.” In connection with the increase in the size of the IPO, on December 20, 2021, Lakeshore declared a 20% share dividend on each insider share thereby increasing the number of issued and outstanding insider shares to 1,725,000 so as to maintain the number of insider shares at 20% of the outstanding LBBB Ordinary Shares upon the consummation of the IPO, resulting in an effective purchase price per insider share after the share dividend of approximately $0.014. Simultaneously with the closing of the IPO, Lakeshore consummated a private placement with the Sponsor of 351,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,515,000. Lakeshore’s initial shareholders, officers and directors will not have redemption rights with respect to any LBBB Ordinary Shares owned by them, directly or indirectly, whether acquired prior to the IPO, in the IPO or in the open market. In the absence of shareholder approval for a further extension, if Lakeshore does not consummate the Business Combination or another initial business combination by March 11, 2024, Lakeshore will be required to dissolve and liquidate and the securities held by its initial shareholders, including the Sponsor, will be worthless because the initial shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions. H. David Sherman and Jon M. Montgomery, directors of Lakeshore, will continue as directors of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, these directors will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors.

Lakeshore’s directors and officers have additional interests that differ from yours as a shareholder. See “Proposal No. 4 — The Merger — Interests of Certain Persons in the Business Combination.”

The exercise of Lakeshore’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Lakeshore shareholders’ best interests.

Q:     Do any of Nature’s Miracle’s directors or officers have interests that may conflict with the interests of Nature’s Miracle’s other stockholders with respect to the Business Combination?

A:     Nature’s Miracle’s directors and officers may have interests in the Business Combination that are different from the interests of Nature’s Miracle’s other stockholders.

The current management team of Nature’s Miracle, including Tie (James) Li, George Yutuc, Darin Carpenter, Zhiyi (Jonathan) Zhang, and Varto Levon Doudakian, who currently serve as Nature’s Miracle’s Chairman, CFO, CEO, COO, President and director, and VP, respectively, will serve as PubCo’s Chairman & CEO, CFO, COO, President, and VP, respectively, following the consummation of the Business Combination, and certain current directors of Nature’s Miracle, will continue as directors of PubCo (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). All members of the current management team of Nature’s Miracle will enter into an employment agreement with PubCo providing for increased compensation, including a base salary, and performance and discretionary bonuses, the amounts of which are to be decided, as more fully described in “Executive Officer and Director Compensation” below. Additionally, Tie (James) Li, Zhiyi (Jonathan) Zhang, and Charles Jourdan Hausman, directors of Nature’s Miracle, will continue as directors of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, these directors will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors. See “Proposal No. 4 The Merger — Interests of Certain Persons in the Business Combination.”

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The exercise of Nature’s Miracle’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the other Nature’s Miracle stockholders’ best interests.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, Lakeshore shareholders who hold shares issued in the IPO own approximately 37.53% of the issued and outstanding LBBB Ordinary Shares as of January 10, 2024. After giving effect to the Business Combination, including the issuance of (i) 22,362,706 shares of PubCo Common Stock in the Merger, and (ii) 4,148,310 shares of PubCo Common Stock to Lakeshore shareholders in connection with the Reincorporation (which assumes no Lakeshore shareholders exercise their redemption rights), and further assuming no exercise of the PubCo Warrants, Lakeshore’s current public shareholders will own approximately 15.0% of the issued and outstanding PubCo Common Stock.

Q:     What happens if a substantial number of public shareholders vote in favor of the business combination proposal and exercise their redemption rights?

A:     Lakeshore’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote for or against the Business Combination, or vote at all, in order to exercise such rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of PubCo stockholders are substantially reduced as a result of redemptions by public shareholders.

If the Business Combination is completed, the immediate per share value of PubCo’s ordinary shares will be significantly reduced when redemptions increase.

The book value per share of PubCo’s ordinary shares after the Business Combination would be $0.34 under the no further redemption scenario (which excludes an aggregate of 5,553,340 public shares already redeemed in connection with three extraordinary general meetings for extension of Lakeshore’s life held on March 9, 2023, June 5, 2023 and December 6, 2023, respectively), $0.22 at 85% redemptions, $0.08 at 90% redemptions and $(0.20) under the full redemption scenario. Under the full redemption scenario, all the 6,900,000 shares of public shares will be redeemed.

A summary calculation table is as follows:

 

Assuming
No Further
Redemptions

 

Assuming
85%
Redemptions

 

Assuming
90%
Redemptions

 

Assuming
Full
Redemptions

Book value (deficit) per share of PubCo’s ordinary shares after business combination

 

$

0.34

 

$

0.22

 

$

0.08

 

$

(0.20

)

   

 

   

 

   

 

   

 

 

 

Numerator:

 

 

   

 

   

 

   

 

 

 

Shareholders’ equity attributable to common stockholders(1)

 

$

9,270,310

 

$

5,907,308

 

$

2,184,548

 

$

(5,260,973

)

   

 

   

 

   

 

   

 

 

 

Denominator:

 

 

   

 

   

 

   

 

 

 

Lakeshore public shares

 

 

1,346,660

 

 

1,035,000

 

 

690,000

 

 

 

Lakeshore public rights

 

 

690,000

 

 

690,000

 

 

690,000

 

 

690,000

 

Lakeshore founder shares, private shares and private rights

 

 

2,111,650

 

 

2,111,650

 

 

2,111,650

 

 

2,111,650

 

Former Nature’s Miracle shareholders

 

 

22,362,706

 

 

22,362,706

 

 

22,362,706

 

 

22,362,706

 

Bonus shares issued to investors

 

 

164,000

 

 

164,000

 

 

164,000

 

 

164,000

 

Shares issued to underwriter and M&A advisor

 

 

966,539

 

 

966,539

 

 

966,539

 

 

966,539

 

Total number of shares outstanding

 

 

27,641,555

 

 

27,329,895

 

 

26,984,895

 

 

26,294,895

 

____________

Notes:

(1)      Based on “Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023”, which assumes the consummation of a business combination.

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The trading markets for PubCo Common Stock and PubCo Warrants following the closing of the Business Combination may be less liquid than the markets for LBBB Ordinary Shares and LBBB Warrants were prior to the Business Combination, and PubCo may not be able to meet the listing standards of the Nasdaq or an alternative national securities exchange. In addition, with less funds available from the Trust Account, the capital infusion from the Trust Account into Nature’s Miracle’s business will be reduced and Nature’s Miracle may not be able to fully achieve its business plans or goals.

Q:     Are Nature’s Miracle’s stockholders required to approve the Merger?

A:     Yes. Nature’s Miracle’s stockholders’ adoption and approval of the Merger Agreement and the Merger is required to consummate the Business Combination. Concurrently with the execution of the Merger Agreement, all of the stockholders of more than 5% of its voting stock Nature’s Miracle entered into support agreements, pursuant to which each such holder agreed to vote in favor of the Business Combination, subject to the terms of such shareholder support agreements. The vote of the Nature’s Miracle stockholders who are party to the support agreements is sufficient to approve the Business Combination, including the Merger. Nature’s Miracle’s stockholders are not required to approve the Reincorporation Proposal or the other Proposals.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Lakeshore, Nature’s Miracle, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Will holders of LBBB Ordinary Shares, LBBB Rights or LBBB Warrants be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Reincorporation?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders of Lakeshore Securities,” the Reincorporation should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a reincorporation merger of a corporation holding only investment-type assets such as Lakeshore, the qualification of the Reincorporation as an “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Reincorporation Merger so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

        a U.S. Holder whose LBBB Ordinary Shares have a fair market value of less than $50,000 on the date of the Reincorporation and who on the date of the Reincorporation owns (actually and constructively) less than 10% of the total combined voting power of all classes of Lakeshore stock entitled to vote and less than 10% of the total value of all classes of Lakeshore stock will generally not recognize any gain or loss and will generally not be required to include any part of Lakeshore’s earnings in income pursuant to the Reincorporation;

        a U.S. Holder whose LBBB Ordinary Shares have a fair market value of $50,000 or more on the date of the Reincorporation, but who on the date of the Reincorporation owns (actually and constructively) less than 10% of the total combined voting power of all classes of Lakeshore stock entitled to vote and less than 10% of the total value of all classes of Lakeshore stock will generally recognize gain (but not loss) on the exchange of LBBB Ordinary Shares for PubCo Common Stock pursuant to the Reincorporation. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their LBBB Ordinary Shares, provided certain other requirements are satisfied. Lakeshore does not expect to have significant cumulative earnings and profits on the date of the Reincorporation; and

        a U.S. Holder who on the date of the Reincorporation owns (actually and constructively) 10% or more of the total combined voting power of all classes of Lakeshore stock entitled to vote or 10% or more of the total value of all classes of Lakeshore stock will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))

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attributable to its LBBB Ordinary Shares, provided certain other requirements are satisfied. Any U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Lakeshore does not expect to have significant cumulative earnings and profits on the date of the Reincorporation.

Furthermore, even if the Reincorporation qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of Lakeshore securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Lakeshore securities for PubCo securities pursuant to the Reincorporation under the PFIC rules of the Code equal to the excess, if any, of the fair market value of PubCo securities received in the Reincorporation and the U.S. Holder’s adjusted tax basis in the corresponding Lakeshore securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Reincorporation, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders of Lakeshore Securities — Passive Foreign Investment Company Status.”

If the Reincorporation does not qualify as a reorganization, then a U.S. Holder that exchanges its Lakeshore securities for PubCo securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Common Stock and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the LBBB Ordinary Shares, LBBB Rights and LBBB Warrants exchanged.

For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders of Lakeshore Securities” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation.

Q:     Will holders of LBBB Ordinary Shares or LBBB Warrants be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Reincorporation?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences,” it is intended that the Reincorporation qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a merger of a corporation holding only investment-type assets such as Lakeshore, the qualification of the Reincorporation as an “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Reincorporation so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

        a U.S. Holder whose LBBB Ordinary Shares have a fair market value of less than $50,000 on the date of the Reincorporation and who on the date of the Reincorporation owns (actually and constructively) less than 10% of the total combined voting power of all classes of Lakeshore stock entitled to vote and less than 10% of the total value of all classes of Lakeshore stock will generally not recognize any gain or loss and will generally not be required to include any part of Lakeshore’s earnings in income pursuant to the Reincorporation;

        a U.S. Holder whose LBBB Ordinary Shares have a fair market value of $50,000 or more on the date of the Reincorporation, but who on the date of the Reincorporation owns (actually and constructively) less than 10% of the total combined voting power of all classes of Lakeshore stock entitled to vote and less than 10% of the total value of all classes of Lakeshore stock will generally recognize gain (but not loss) on the exchange of LBBB Ordinary Shares for PubCo Common Stock pursuant to the Reincorporation. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their LBBB Ordinary Shares, provided certain other requirements are satisfied. Lakeshore does not expect to have significant cumulative earnings and profits on the date of the Reincorporation; and

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        a U.S. Holder who on the date of the Reincorporation owns (actually and constructively) 10% or more of the total combined voting power of all classes of Lakeshore stock entitled to vote or 10% or more of the total value of all classes of Lakeshore stock will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its LBBB Ordinary Shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Lakeshore does not expect to have significant cumulative earnings and profits on the date of the Reincorporation.

Furthermore, even if the Reincorporation qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of Lakeshore securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Lakeshore securities for PubCo securities pursuant to the Reincorporation under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of PubCo securities received in the Reincorporation and the U.S. Holder’s adjusted tax basis in the corresponding Lakeshore securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Reincorporation, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders of Lakeshore Securities — Passive Foreign Investment Company Status.”

If the Reincorporation does not qualify as a reorganization, then a U.S. Holder that exchanges its Lakeshore securities for PubCo securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Common Stock and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the LBBB Ordinary Shares and LBBB Warrants exchanged.

Additionally, the Reincorporation may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of LBBB Ordinary Shares after the Reincorporation.

For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation and the Business Combination, see “Material U.S. Federal Income Tax Consequences” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation or Business Combination.

Questions and Answers About the Extraordinary General Meeting

Q:     What is being voted on at the Extraordinary General Meeting?

A:     Below are the Proposals that Lakeshore’s shareholders are being asked to vote on:

        The Reincorporation Proposal to approve the Reincorporation;

        The Charter Proposals to approve the material differences between PubCo’s Proposed Charter and Lakeshore’s amended and restated memorandum and articles of association;

        The NTA Requirement Amendment Proposal to approve the NTA Requirement Amendment;

        The Merger Proposal to approve the Merger;

        The Nasdaq Proposal 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 LBBB Ordinary Shares and the resulting change in control in connection with the Merger;

        The Director Election Proposal to approve the appointment of PubCo’s Board of Directors effective as of the closing of the Business Combination in accordance with the Merger Agreement;

        The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

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        The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting if it is determined by the officer presiding over the Extraordinary General Meeting that more time is necessary for Lakeshore to consummate the Business Combination and the other transactions contemplated by the Merger Agreement.

Approval of each of the Reincorporation Proposal, the Charter Proposals and the NTA Requirement Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. As of the record date, 2,241,500 shares held by our initial shareholders including the Sponsor, the Representative and our officers and directors, or approximately 62.47% of the outstanding LBBB Ordinary Shares, intend to vote in favor of each of the Proposals.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will take place at 667 Madison Avenue, New York, NY 10065 on February 15, 2024 at 10:00 a.m. Eastern Time, and virtually by means of a teleconference by visiting https://www.cstproxy.com/lakeshoreacquisitionii/2024.

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of LBBB Ordinary Shares as of the close of business on January 10, 2024, the record date, may vote at the Extraordinary General Meeting. As of the record date, there were 3,588,160 LBBB Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting?

A:     Lakeshore shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or virtually or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. LBBB Ordinary Shares will be counted for purposes of determining the existence of a quorum if the shareholder (i) is present in person or virtually and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary General Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Reincorporation Proposal, the Charter Proposals and the NTA Requirement Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

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Q:     How will the initial shareholders vote?

A:     Lakeshore’s initial shareholder, including the Sponsor, the Representative, and our officers and directors, who as of the record date, owned 2,241,500 LBBB Ordinary Shares, or approximately 62.47% of the issued and outstanding LBBB Ordinary Shares, have agreed to vote their respective ordinary shares acquired by them prior to the IPO, any shares they purchase in the open market in or after the IPO, in favor of the Reincorporation Proposal and Merger Proposal and intend to vote such shares in favor of other Proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Lakeshore shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Extraordinary General Meeting to vote my shares?

A:     No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus in person or through the virtual meeting platform. Due to the COVID-19 pandemic, however, we are encouraging our shareholders to attend the Extraordinary General Meeting virtually by means of a teleconference. However, you do not need to attend the Extraordinary General Meeting to vote your LBBB Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. We encourage you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Reincorporation and the Merger Proposal in order to have my LBBB Ordinary Shares redeemed?

A:     No. You are not required to vote against the Reincorporation Proposal and the Merger Proposal, nor do you have to be a holder of LBBB Ordinary Shares as of the record date, in order to have the right to demand that Lakeshore redeem your LBBB Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable). These redemption rights in respect of the LBBB Ordinary Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of LBBB Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their LBBB Ordinary Shares will be returned to them.

Q:     How do LBBB shareholders exercise their redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on February 13, 2024 (two business days before the Extraordinary General Meeting), that Lakeshore redeem your shares for cash, and (ii) submit your request in writing to Lakeshore’s transfer agent, at the address listed at the end of this section and deliver your shares to Lakeshore’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

Any corrected or changed written demand of redemption rights must be received by Lakeshore’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of LBBB Ordinary Shares as of the record date. Lakeshore is requiring public shareholders who wish to redeem their LBBB Ordinary Shares for a pro rata share of the aggregate amount then on deposit in the Trust Account at the consummation of the Business Combination, less any taxes then due but not yet paid, to either tender their certificates to Lakeshore’s transfer agent or deliver their shares to the transfer agent electronically using DTC’s DWAC System on or before February 13, 2024 (two business days before the Extraordinary General Meeting). In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Lakeshore’s transfer agent will need to

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act to facilitate this request. It is Lakeshore’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Lakeshore does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Lakeshore has been advised that it takes a short time to deliver shares through the DWAC System, Lakeshore cannot assure you of this fact. Accordingly, if it takes longer than Lakeshore anticipates for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their LBBB Ordinary Shares.

If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor

New York, NY 10004
Attn: Mark Zimkind

E-mail: spacredemptions@continentalstock.com

Q:     If I am a holder of warrants, can I exercise redemption rights with respect to my warrants?

A:     No. Holders of LBBB Warrants will not have redemption rights with respect to such warrants and all warrants will remain outstanding regardless of the number of redemptions. The aggregate fair value of PubCo Warrants that can be retained by redeeming shareholders is approximately $69,000 (based on the closing price of $0.02 of Lakeshore’s warrants on Nasdaq on January 30, 2024). The actual market price of the warrants may be higher or lower on the date that warrant holders seek to sell such warrants. Additionally, PubCo cannot assure the holders of PubCo Warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the warrant holders who exercises such warrants will ultimately own a greater interest in PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Sales of a substantial number of shares of PubCo’s securities in the public market could cause the price of its securities to fall.

Q:     How can I vote?

A:     If you were a holder of record of LBBB Ordinary Shares on January 10, 2024, the record date for the Extraordinary General Meeting, you may vote by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a proxy by mail so that it is received prior to 10:00 a.m., Eastern Time, on February 15, 2024, in accordance with the instructions provided to you under “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee. You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. Your broker or bank or other nominee may provide you with a form of voting instruction card (including any telephone or Internet voting instructions) for this purpose. Alternatively, if you wish to attend the Extraordinary General Meeting and vote in person or through the virtual meeting platform, you must obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under applicable rules, your broker, bank or nominee cannot vote your LBBB Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote your shares in accordance with the procedures communicated to you by your broker, bank or nominee. Lakeshore believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your LBBB Ordinary Shares without your voting instructions. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your LBBB Ordinary Shares; this indication that a bank, broker or nominee is not voting your LBBB Ordinary Shares is referred to as a

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broker non-vote.” Under Cayman Islands law, broker non-votes will be considered present for the purposes of establishing a quorum but will have no effect on any of the Proposals. Because your bank, broker or other nominee can vote your LBBB Ordinary Shares only if you provide voting instructions, it is important that you instruct your broker how to vote.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Lakeshore will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting. For purposes of approval under Cayman Islands law, an abstention on any Proposal will have no effect on such Proposal.

If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have no effect on any of the Proposals.

Q:     May I seek statutory dissenter rights with respect to my LBBB shares?

A:     No. Dissenter rights are not available to holders of LBBB Ordinary Shares under the Companies Law or under the governing documents of Lakeshore in connection with the Proposals.

Q:     What happens if I sell my LBBB Ordinary Shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your LBBB Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting. However, you would not be entitled to receive any shares of PubCo Common Stock following the consummation of the Business Combination because only Lakeshore shareholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Common Stock in connection with the Business Combination. In addition, you will not be entitled to exercise redemption rights.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting and casting your vote in person or through the virtual meeting platform or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your LBBB Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: LBBB.info@investor.morrowsodali.com.

Q:     Should I send in my share certificates now?

A:     Shareholders who do not elect to have their shares redeemed for a pro rata share of the Trust Account need not submit their certificates at this time. If you intend to have your shares redeemed, you should send your certificates or tender your shares electronically no later than two business days before the Extraordinary General Meeting. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its LBBB Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the LBBB Ordinary

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Shares under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”), or is treated as a distribution under Section 301 of the Code and whether Lakeshore would be characterized as a passive foreign investment company (“PFIC”).

Additionally, because the Reincorporation will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to LBBB Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(b) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences.” All holders of LBBB Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     Will U.S. Holders of Nature’s Miracle common stock be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Merger?

A.     As discussed more fully under “Material U.S. Federal Income Tax Consequences,” it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a). Nature’s Miracle intends to receive an opinion from its tax counsel to that effect. The opinion will be based on certain assumptions and representations as to factual matters from Nature’s Miracle, Lakeshore, PubCo and Merger Sub, as well as certain covenants by those parties. In addition, the opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. The opinion of counsel is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Nature’s Miracle and Lakeshore do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Merger. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nature’s Miracle Securities,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Nature’s Miracle common stock will generally not recognize any gain or loss as a result of the Merger. For more information on the material U.S. federal income tax consequences of the Merger to U.S. Holders of Nature’s Miracle common stock, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nature’s Miracle Securities” in this proxy statement/ prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Lakeshore’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902
Toll-Free (800) 662-5200 or (203) 658-9400

Email: LBBB.info@investor.morrowsodali.com

You may also obtain additional information about Lakeshore from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

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DELIVERY OF DOCUMENTS TO LAKESHORE’S SHAREHOLDERS

Pursuant to the rules of the SEC, Lakeshore and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless Lakeshore has received contrary instructions from one or more of such shareholders. Upon written or oral request, Lakeshore will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement/prospectus may likewise request that Lakeshore deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify Lakeshore of their requests by contacting our proxy solicitor as follows:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902
Toll-Free (800) 662-5200 or (203) 658-9400

Email: LBBB.info@investor.morrowsodali.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement and the Plan of Merger attached as Annex A, the PubCo’s Amended and Restated Certificate of Incorporation attached as Annex C and the 2022 Incentive Plan attached as Annex E. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Lakeshore’s shareholders.

The Parties to the Business Combination

Lakeshore Acquisition II Corp.

Lakeshore was incorporated in the Cayman Islands on February 19, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Lakeshore’s efforts to identify a prospective target business is not limited to any particular industry or geographic region except that according to the Company’s amended and restated memorandum and articles of association, Lakeshore will not effectuate its initial Business Combination with a company that is headquartered in the People’s Republic of China (“China”), the Hong Kong Special Administrative Region of China (“Hong Kong”) or the Macau Special Administrative Region of China (“Macau”) or conducts a majority of its operations in China, Hong Kong or Macau.

On February 19, 2021, an aggregate of 1,437,500 LBBB Ordinary Shares were issued to the Sponsor and the directors at a price of approximately $0.017 per share for an aggregate amount of $25,000. In connection with the increase in the size of the IPO, on December 20, 2021, Lakeshore declared a 20% share dividend on each insider share thereby increasing the number of issued and outstanding insider shares to 1,725,000 so as to maintain the number of insider shares at 20% of the outstanding LBBB Ordinary Shares upon the consummation of the IPO, resulting in an effective purchase price per insider share after the share dividend of approximately $0.014.

On March 11, 2022, Lakeshore consummated the IPO of 6,900,000 Lakeshore Units, which includes the full exercise of the over-allotment option by the underwriter in the IPO, at a price of $10.00 per Lakeshore Unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the IPO, Lakeshore consummated a private placement with the Sponsor of 351,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,515,000. Lakeshore’s initial shareholders, officers and directors will not have redemption rights with respect to any LBBB Ordinary Shares owned by them, directly or indirectly, whether acquired prior to the IPO, in the IPO or in the open market.

Upon the consummation of the IPO and the underwriters’ full exercise of the over-allotment option, and associated private placement, $70,035,000 of cash was placed in the Trust Account. This amount equals 6,900,000 LBBB Ordinary Shares subject to possible redemption multiplied by redemption value at the time of the IPO of $10.15 per share. None of the funds held in Trust Account will be released, other than interest income to pay any tax obligations, until the earlier of (i) the consummation of Lakeshore’s initial business combination and (ii) Lakeshore’s failure to consummate a business combination by March 11, 2024.

Lakeshore Units, LBBB Ordinary Shares, LBBB Rights and LBBB Warrants are each quoted on Nasdaq, under the symbols “LBBBU,” “LBBB,” “LBBBR” and “LBBBW,” respectively. Lakeshore Units commenced trading on Nasdaq on March 9, 2022, and LBBB Ordinary Shares, LBBB Rights and LBBB Warrants commenced separate trading on Nasdaq on April 14, 2022.

Nature’s Miracle, Inc.

Nature’s Miracle was incorporated under Delaware law on March 31, 2022 under the name “Nature’s Miracle, Inc.” Nature’s Miracle is a growing agriculture technology company providing services to growers in controlled environment agriculture industry (“CEA”) setting in North America. Nature’s Miracle provides hardware to operate

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various indoor growing settings, including greenhouse and indoor growing spaces. Through its two wholly-owned subsidiaries, Visiontech Group Inc. (“Visiontech”) and Hydroman, Inc. (“Hydroman”), it provides grow lights as well as other hydroponic products to indoor growers in North America. It is also setting up a manufacturing facility of grow lights in Manitoba, Canada and may set up additional manufacturing and assembly facilities in North America.

Nature’s Miracle’s principal executive offices are located at 4695 MacArthur Court, Suite 1105, Newport Beach, CA 92660, USA, and Nature’s Miracle’s telephone number is (949) 798-6260.

LBBB Merger Corp.

LBBB Merger Corp., or PubCo, was incorporated under Delaware law on August 1, 2022, as a wholly-owned subsidiary of Lakeshore for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Nature’s Miracle following the Business Combination.

LBBB Merger Sub Inc.

LBBB Merger Sub Inc., or Merger Sub, was incorporated under Delaware law on August 1, 2022, as a wholly-owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Nature’s Miracle pursuant to the Merger.

The Business Combination and the Merger Agreement

The Merger Agreement was entered into by and among Lakeshore, PubCo, Merger Sub, Nature’s Miracle and certain other parties on September 9, 2022, and was later amended on June 7, 2023 and December 8, 2023. Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the Reincorporation and the Merger.

The Reincorporation

Lakeshore will reincorporate to Delaware by merging with and into the PubCo, a Delaware corporation and wholly-owned subsidiary of Lakeshore. The separate corporate existence of Lakeshore will cease and PubCo will continue as the surviving corporation and the public entity. At the closing of the Reincorporation, which will occur immediately prior to the Merger, Lakeshore’s outstanding securities will be converted into equivalent securities of PubCo, as follows:

        each LBBB Unit will be automatically separated into its constituent securities, with each constituent security being automatically converted into a security of PubCo as described in the preceding bullet points;

        each LBBB Ordinary Share outstanding immediately prior to the Reincorporation (other than any redeemed shares) will be converted automatically into one share of PubCo Common Stock;

        each LBBB Right outstanding immediately prior to the Reincorporation will be converted automatically into one-tenth of one share of PubCo Common Stock; and

        each LBBB Warrant outstanding immediately prior to the Reincorporation will be converted automatically into one PubCo Warrant.

Upon the closing of the Reincorporation, assuming none of Lakeshore’s existing public shareholders exercise their redemption rights as discussed herein, 3,588,160 shares of PubCo Common Stock will be issued to Lakeshore shareholders, and 3,625,750 PubCo Warrants will be issued to Lakeshore warrant holders.

The Merger

Immediately after the Reincorporation, Nature’s Miracle will merge with Merger Sub, with Nature’s Miracle surviving and PubCo acquiring 100% of the equity securities of Nature’s Miracle. In exchange for their equity securities, the Nature’s Miracle stockholders will receive an aggregate number of shares of PubCo Common Stock (the “Merger Consideration”) with an aggregate value equal to: (a) two hundred thirty million U.S. dollars

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($230,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement). The Closing Net Indebtedness as of December 31, 2023 was $7,275,224, which may be higher or lower than the actual Closing Net Indebtedness immediately after the Closing.

The Merger Consideration otherwise payable to Nature’s Miracle stockholders is subject to the withholding of a number of shares of PubCo Common Stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration, in accordance with the terms of the Merger Agreement following the Closing.

Post-Business Combination Ownership and Impact on the Public Float

It is anticipated that, immediately after consummation of the Business Combination, Lakeshore’s shareholders, including the initial shareholders, will own 15.0% of the issued PubCo Common Stock, and Nature’s Miracle’s stockholders will own 80.9% of the issued PubCo Common Stock on a fully diluted basis. These relative percentages assume that (i) none of Lakeshore’s existing public shareholders exercise their redemption rights as discussed herein and (ii) no PubCo Warrants are exercised.

Assuming that (i) Lakeshore’s existing shareholders redeem all 1,346,660 public LBBB Ordinary Shares, and (ii) the exercise of all Public Warrants, the Sponsor and its affiliates will own 10.6% of the issued PubCo Common Stock, Lakeshore’s public shareholders will own none of the issued PubCo Common Stock, and Nature’s Miracle’s stockholders will own 85.1% of the issued PubCo Common Stock immediately after consummation of the Business Combination.

If the actual facts are different than these assumptions, the percentage ownership retained by our public shareholders following the business combination will be different. If any of Lakeshore’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Lakeshore’s existing shareholders will be reduced. The PubCo Warrants will become exercisable 30 days following the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

For more information about the Business Combination, please see “Proposal No. 1 The Reincorporation Proposal” and “Proposal No. 4 The Merger Proposal.” A copy of the Merger Agreement and the Plan of Merger is attached to this proxy statement/prospectus as Annex A.

Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of five directors, with the identity of six of those individuals and allocation of all individuals among the staggered tiers of the post-business combination company’s board of directors (and the appointment of such persons to committees of the board) to be determined by Nature’s Miracle’s current board of directors, and the remaining individual to be appointed by the Sponsor, subject to Nature’s Miracle’s approval (which approval will not be unreasonably withheld). A majority of the directors will qualify as independent directors under Nasdaq rules. If the nominees identified in this proxy statement/prospectus are elected, and Charles Jourdan Hausman will be Class I directors serving until PubCo’s 2024 annual meeting of stockholders; Zhiyi (Jonathan) Zhang and H. David Sherman will be Class II directors serving until PubCo’s 2025 annual meeting of stockholders; Tie (James) Li and Jon M. Montgomery will be Class III directors serving until PubCo’s 2026 annual meeting of stockholders, and in each case, until their successors are elected and qualified. See “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Other Agreements Relating to the Business Combination

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement but does not purport to describe all of the terms thereof.

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Escrow Agreement

Pursuant to the Merger Agreement, PubCo, Tie (James) Li, as the representative of the Nature’s Miracle stockholders, and an escrow agent will enter into an Escrow Agreement pursuant to which PubCo will deposit a number of shares of PubCo Common Stock equal to three percent (3.0%) of the Merger Consideration in escrow for post-closing adjustments (if any) to the Merger Consideration as contemplated under the Merger Agreement.

Purchaser Support Agreement

In connection with their entry into the Merger Agreement, Lakeshore and Nature’s Miracle entered into the Purchaser Support Agreement, dated as of September 9, 2022 (the “Purchaser Support Agreement”), with the initial shareholders of Lakeshore (the “Supporters”), pursuant to which the Supporters agreed (i) to vote LBBB Ordinary Shares held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) to not transfer, during the term of the Purchaser Support Agreement, any Lakeshore Common Stock owned by them, and (iii) to not transfer any Lakeshore Common Stock held by them in accordance with the lock-up provisions set forth in Lakeshore’s final prospectus filed with the U.S. Securities and Exchange Commission on March 8, 2022.

Voting and Support Agreement

In connection with their entry into the Merger Agreement, Lakeshore and Nature’s Miracle entered into a Voting and Support Agreement, dated as of September 9, 2022 (the “Voting and Support Agreement”), with certain Company Stockholders, pursuant to which such Company Stockholders agreed, among other things, (i) to vote the Company Stock (as defined in the Merger Agreement) held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) authorize and approve any amendment to the Company’s Organizational Documents (as defined in the Merger Agreement) that is deemed necessary or advisable by Nature’s Miracle for purposes of effecting the transactions contemplated under the Merger Agreement, and (iii) to not transfer, during the term of the Voting and Support Agreement, any Company Stock owned by them, except as permitted under the terms of the Voting and Support Agreement.

Lock-up Agreement

In connection with their entry into the Merger Agreement, Lakeshore and Nature’s Miracle entered into a Lock-Up Agreement (the “Lock-up Agreement”) with certain Company Stockholders whose names appear on the signature pages thereto (such stockholders, the “Company Holders”), pursuant to which each Company Holder agreed that each such holder will not, during the Lock-up Period (as defined below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection with the Merger (the “Lock-up Shares”), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. As used herein, “Lock-Up Period” means the period commencing on the closing date of the Merger and ending on the earlier of: (i) six months after the Closing; and (ii) with respect to Lock-up Shares not held by a Significant Company Stockholder (as defined in the Merger Agreement) only, if the volume weighted average price of the Lakeshore Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30 consecutive trading days beginning 90 days after the Closing.

Non-Competition and Non-Solicitation Agreement

At Closing, Lakeshore, Nature’s Miracle and each of Tie (James) Li and Zhiyi (Jonathan) Zhang (the “Key Management Members”) will enter into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”), pursuant to which the Key Management Members and their affiliates will agree not to compete with Lakeshore during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers or clients of such entities. The agreements also contain customary non-disparagement and confidentiality provisions.

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Voting Agreement

At Closing, Lakeshore and certain Company Stockholders will enter into a voting agreement (the “Voting Agreement”), pursuant to which, among other things, the Sponsor will be granted a right to nominate a director to the post-business combination board of directors.

Registration Rights Agreement

At Closing, Lakeshore, the Supporters and certain Company Stockholders (collectively, the “Subject Parties”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Lakeshore will be obligated to file a registration statement to register the resale of certain securities of Lakeshore held by the Subject Parties. The Registration Rights Agreement will also provide the Subject Parties with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Employment Agreement with Tie “James” Li

In connection with entry into the Merger Agreement, Lakeshore and Tie “James” Li entered into an Employment Agreement, dated as of September 9, 2022 (the “Employment Agreement”), subject to and effective upon closing of the business combination. Pursuant to the Employment Agreement, Lakeshore agreed to employ Mr. Li as Chief Executive Officer of the post-business combination company. The term of employment is a period of five years, with automatic one-year extensions unless either party gives the other party one-month prior written notice. The Employment Agreement provides for payment of $300,000 per annum in cash compensation and Mr. Li will be eligible to participate in the 2022 Equity Incentive Plan or any other future incentive plan of the post-business combination company, as well as any standard employee benefit plan of the post-business combination company, including, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan. Lakeshore may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, or engages or in any manner participates in any activity which is competitive with or intentionally injurious to the post-business combination company, or any of its affiliates or subsidiaries. Mr. Li may resign at any time with one-month prior written notice. Mr. Li has agreed to hold, both during and after the Employment Agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

Standby Equity Purchase Agreement

On April 10, 2023, Lakeshore entered into a Standby Equity Purchase Agreement (as amended by Amendment No 1 to the Agreement dated June 12, 2023 and Amendment No 2 to the Agreement dated December 11, 2023, the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, Lakeshore has the right, but not the obligation, to sell to Yorkville up to $60,000,000 of shares of PubCo Common Stock, at Lakeshore’s request any time during the commitment period commencing on the sixth (6th) trading day following the date (the “Effective Date”) of closing of the Business Combination and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the Effective Date and (ii) the date on which Yorkville will have made payment of any Advances (as defined below) requested pursuant to the SEPA for the shares of PubCo Common Stock equal to the commitment amount of $60,000,000. Each issuance and sale by Lakeshore to Yorkville under the SEPA (an “Advance”) is subject to a maximum limit equal to the greater of: (i) an amount equal to one hundred percent (100%) of the daily trading volume of the shares of PubCo Common Stock on Nasdaq during regular trading hours for the five trading days immediately preceding an Advance notice, or (ii) $5,000,000, which amount may be increased upon mutual consent. The shares will be issued and sold to Yorkville at a per share price equal to, at the election of Lakeshore as specified in the relevant Advance notice: (i) 95% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”), and (ii) 97% of the Market Price for any three (3) consecutive trading days commencing on the Advance notice date (the “Option 2 Pricing Period,” and each of the Option 1 Pricing Period and the Option 2 Pricing Period, a “Pricing Period”). “Market Price” is defined as, for any Option 1 Pricing Period, the daily volume weighted average price (“VWAP”) of the shares of PubCo Common Stock on Nasdaq, and for any Option 2 Pricing Period, the VWAP of the shares of PubCo Common Stock on the Nasdaq during the Option 2 Pricing Period.

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The Advances are subject to certain limitations, including that Yorkville cannot purchase any shares that would result in it owning more than 9.99% of Lakeshore’s outstanding shares of PubCo Common Stock at the time of an Advance (the “Ownership Limitation”) or 19.99% of Lakeshore’s outstanding shares of PubCo Common Stock as of the date of the closing of the Business Combination (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including where Lakeshore has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq. Additionally, if the total number of shares of PubCo Common Stock traded on Nasdaq during the applicable Pricing Period is less than the Volume Threshold (as defined below), then the number of shares of PubCo Common Stock issued and sold pursuant to such Advance notice will be reduced to the greater of (a) 30% of the trading volume of the shares of PubCo Common Stock on Nasdaq during the relevant Pricing Period as reported by Bloomberg L.P., or (b) the number of shares of PubCo Common Stock sold by Yorkville during such Pricing Period, but in each case not to exceed the amount requested in the Advance notice. “Volume Threshold” is defined as a number of shares of PubCo Common Stock equal to the quotient of (a) the number of shares in the Advance notice requested by Lakeshore divided by (b) 0.30.

The Company has paid YA Global II SPV, LLC, a subsidiary of Yorkville, a structuring fee in the amount of $25,000. In addition, no later than ten trading days following the closing of the Business Combination, Lakeshore will pay a commitment fee in an amount equal to $300,000 (the “Commitment Fee”) by the issuance to Yorkville of such number of shares of PubCo Common Stock that is equal to the Commitment Fee divided by the lower of (i) the average VWAP for the seven consecutive trading days immediately after the close of the Business Combination or (ii) $10.00 per share.

Redemption Rights

Pursuant to Lakeshore’s amended and restated memorandum and articles of association, Lakeshore’s public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of January 30, 2024, this would have amounted to approximately $11.15 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (x) hold public LBBB Ordinary Shares or (y) hold public LBBB Ordinary Shares through LBBB Units and you elect to separate your LBBB Units into the underlying public LBBB Ordinary Shares, LBBB Rights and public LBBB Warrants prior to exercising your redemption rights with respect to the public LBBB Ordinary Shares; and

(ii)    prior to 5:00 p.m., Eastern Time, on February 13, 2024, (a) submit a written request to the transfer agent that Lakeshore redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through the Depository Trust Company, or DTC.

Holders of outstanding LBBB Units must separate the underlying LBBB Ordinary Shares, LBBB Rights and LBBB Warrants prior to exercising redemption rights with respect to the LBBB Ordinary Shares. If LBBB Units are registered in a holder’s own name, the holder must deliver the certificate for its LBBB Units to the transfer agent with written instructions to separate the LBBB Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the LBBB Ordinary Shares from the LBBB Units.

If a broker, dealer, commercial bank, trust company or other nominee holds LBBB Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s LBBB Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of LBBB Units to be separated and the nominee holding such LBBB Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant LBBB Units and a deposit of an equal number of LBBB Ordinary Shares and LBBB Warrants. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the LBBB Ordinary Shares from the

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LBBB Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their LBBB Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to the closing of the Business Combination. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided, at any time up the closing of the Business Combination, not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Lakeshore will promptly return the share certificates to the public shareholder.

The Proposals

At the Extraordinary General Meeting, Lakeshore’s shareholders will be asked to vote on the following:

        the Reincorporation Proposal;

        the Charter Proposals;

        the NTA Requirement Amendment Proposal;

        the Merger Proposal;

        the Nasdaq Proposal;

        the Director Election Proposal;

        the Incentive Plan Proposal; and

        the Adjournment Proposal.

Please see “The Extraordinary General Meeting” on page 70 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of January 10, 2024, the record date, there were 3,588,160 LBBB Ordinary Shares issued and outstanding. Only Lakeshore’s shareholders who hold LBBB Ordinary Shares of record as of the close of business on the record date are entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Reincorporation Proposal, the Charter Proposals and the NTA Requirement Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of each of the Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding LBBB Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting.

As of the record date, the initial shareholders collectively owned and were entitled to vote 2,241,500 LBBB Ordinary Shares, or approximately 62.47% of Lakeshore’s issued and outstanding shares. With respect to the Business Combination, the initial shareholders including the Sponsor, the Representative and our officers and

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directors, which own approximately 62.47% of Lakeshore’s issued and outstanding shares as of the record date, have agreed pursuant to the Purchaser Support Agreement to vote their LBBB Ordinary Shares in favor of the Reincorporation Proposal, the Merger Proposal, and the other Proposals.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding Lakeshore or its securities, the Sponsor, Lakeshore’s officers and directors, Nature’s Miracle or Nature’s Miracle’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire LBBB Ordinary Shares or vote their shares in favor of the business combination proposal or not elect to convert their shares into a pro rata portion of the Trust Account. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the Extraordinary General Meeting to approve the business combination proposal vote in its favor and that the conditions to the closing of the Business Combination (such as the condition that PubCo Common Stock be listed on the Nasdaq) otherwise will be met, where it appears that such requirements or conditions would otherwise not be met, and to maximize the net proceeds available to PubCo from the Trust Account following the consummation of the Business Combination. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by Lakeshore initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Lakeshore’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Extraordinary General Meeting.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Lakeshore will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, Lakeshore will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Nature’s Miracle’s stockholders are expected to have 80.9% of the voting power of the combined company (assuming that (i) none of Lakeshore’s existing public shareholders exercise their redemption rights as discussed herein and (ii) no PubCo Warrants are exercised), Nature’s Miracle will comprise all of the ongoing operations of the combined entity, Nature’s Miracle will comprise a majority of the governing body of the combined company, and Nature’s Miracle’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Nature’s Miracle issuing shares for the net assets of Lakeshore, accompanied by a recapitalization. The net assets of Lakeshore will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Nature’s Miracle.

Regulatory Approvals

The Reincorporation, the Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional material U.S. federal or state regulatory requirements or approvals, or any material regulatory requirements or approvals under the laws of the Cayman Islands.

Dissenter Rights

Dissenter rights are not available to holders of LBBB Ordinary Shares under the Companies Law or under the governing documents of Lakeshore in connection with the Proposals.

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Interests of Certain Persons in the Business Combination

Certain of Lakeshore’s directors and executive officers may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from, or in addition to, those of Lakeshore’s shareholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Business Combination and in unanimously approving, as members of the Lakeshore Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination (as described in the section entitled “Proposal No. 4 — The Merger Proposal — Lakeshore’s Board of Director’s Reasons for Approving the Business Combination” beginning on page 98). The Board concluded that the potential benefits that it expected Lakeshore and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination.

Although none of the directors or officers of LBBB, or LBBB’s Sponsor, have an interest in Nature’s Miracle, when Lakeshore shareholders consider the recommendation of Lakeshore’s board of directors in favor of adoption of the Reincorporation Proposal, the Merger Proposal and the other related Proposals, they should keep in mind that Lakeshore’s directors and officers have the following interests in the Business Combination that are different from, or in addition to, their interests as shareholders:

        If the proposed Business Combination is not completed by March 11, 2024, Lakeshore will be required to dissolve and liquidate. In such event, 1,725,000 LBBB Ordinary Shares held by the initial shareholders which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless because the initial shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions. Such shares had an aggregate market value of approximately $19,009,500 based on the closing price of LBBB Ordinary Shares of $11.02 on Nasdaq as of January 30, 2024.

        If the proposed Business Combination is not completed by March 11, 2024, 351,500 Private Units purchased by the Sponsor for a total purchase price of $3,515,000, will be worthless because the Sponsor has agreed to waive its rights to any liquidation distributions. Such Private Units had an aggregate market value of approximately $3,866,500 based on the closing price of LBBB Units of $11.00 on Nasdaq as of January 30, 2024.

        If the proposed Business Combination is not completed by March 11, 2024, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Lakeshore for services rendered or contracted for or products sold to Lakeshore. If Lakeshore consummates a business combination, on the other hand, PubCo will be liable for all such claims.

        The Sponsor and Lakeshore’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Lakeshore’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by March 11, 2024, they will not have any claim against the Trust Account for reimbursement. Accordingly, Lakeshore may not be able to reimburse these expenses if the Business Combination or another business combination is not completed within the allotted time period. As of the record date, the Sponsor and Lakeshore’s officers and directors and their affiliates had incurred approximately $495,000 of unpaid reimbursable expenses.

        The Merger Agreement provides for the continued indemnification of Lakeshore’s current directors and officers and the continuation of directors and officers liability insurance covering Lakeshore’s current directors and officers.

        Lakeshore’s officers and directors (or their affiliates) may make loans from time to time to Lakeshore to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Lakeshore outside of the Trust Account.

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        The initial shareholders will benefit from the completion of a Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate.

        Given the differential in purchase price that the initial shareholders paid for the founder shares as compared to the price of the LBBB Units sold in the IPO and the substantial number of shares of PubCo Common Stock that will be issued in connection with the Business Combination, the initial shareholders may realize a positive rate of return on such investments even if the public shareholders experience a negative rate of return following the Business Combination.

        H. David Sherman and Jon M. Montgomery, directors of Lakeshore, will continue as directors of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, these directors will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors.

Because of the existence of these interests, the exercise of Lakeshore’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest. In addition to the foregoing, Lakeshore’s amended and restated memorandum and articles of association excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of Lakeshore unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of Lakeshore and such opportunity is one Lakeshore is legally and contractually permitted to undertake and would otherwise be reasonable for Lakeshore to pursue. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Lakeshore’s amended and restated memorandum and articles of association did not impact its search for an acquisition target and Lakeshore was not prevented from reviewing any opportunities as a result of such waiver. Lakeshore’s Sponsor and certain members of Lakeshore’s management team and board of directors, including Bill Chen and H. David Sherman, were on the board of directors and management team of Lakeshore Acquisition I Corp., a special purpose acquisition company that merged with ProSomnus Inc. (Nasdaq: OSA) on December 6, 2022. Lakeshore Acquisition I signed a letter of intent on March 3, 2022, with ProSomnus, one week prior to Lakeshore’s initial public offering which commenced the search for a target company. The business combination with ProSomnus closed on December 6, 2022. In light of these factors, there were no related interests or conflicting duties with respect to Lakeshore’s search for an acquisition target.

In addition, the Nature’s Miracle stockholders should be aware that aside from their interests as stockholders, Nature’s Miracle’s officers and members of Nature’s Miracle’s board of directors have interests in the Business Combination that are different from, or in addition to, those of other Nature’s Miracle stockholders generally. Nature’s Miracle stockholders should take these interests into account in evaluating the Business Combination. These interests include, among other things:

        The current management team of Nature’s Miracle, including Tie (James) Li, George Yutuc, Darin Carpenter, Zhiyi (Jonathan) Zhang, and Varto Levon Doudakian, who currently serve as Nature’s Miracle’s Chairman, CFO, CEO, COO, President and director, and VP, respectively, will serve as PubCo’s Chairman, CFO, CEO, COO, President, and VP, respectively, following the consummation of the Business Combination, and certain current directors of Nature’s Miracle, will continue as directors of PubCo (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). All members of the current management team of Nature’s Miracle will enter into an employment agreement with PubCo providing for increased compensation to him, including a base salary, and performance and discretionary bonuses, the amounts of which are to be decided, as more fully described in “Executive Officer and Director Compensation” below. Additionally, Tie (James) Li, Zhiyi (Jonathan) Zhang, and Charles Jourdan Hausman, directors of Nature’s Miracle, will continue as directors of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, these directors will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors.

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Recommendations of Lakeshore’s Board of Directors to Lakeshore’s Shareholders

After careful consideration of the terms and conditions of the Merger Agreement, Lakeshore’s board of directors has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of Lakeshore and its shareholders and also concluded that Nature’s Miracle’s fair market value was at least 80% of the balance in Lakeshore’s Trust Account (excluding any taxes payable on the income earned on the Trust Account). In reaching its decision with respect to the Reincorporation and the Merger, Lakeshore’s board of directors reviewed various industry and financial data and the due diligence and evaluation materials provided by Nature’s Miracle. Lakeshore’s board of directors did not obtain a fairness opinion on which to base its assessment. Lakeshore’s board of directors recommends that Lakeshore’s shareholders vote:

        FOR the Reincorporation Proposal;

        FOR the Charter Proposals;

        FOR the NTA Requirement Amendment Proposal;

        FOR the Merger Proposal;

        FOR the Nasdaq Proposal;

        FOR each of the director nominees in the Director Election Proposal;

        FOR the Incentive Plan Proposal; and

        FOR the Adjournment Proposal.

Opinion of Newbridge Securities Corporation

Lakeshore’s board of directors retained Newbridge Securities Corporation (“Newbridge”), to act as a financial advisor to the board in connection with the Business Combination to render to the board an opinion as to the fairness to Lakeshore’s shareholders, from a financial point of view, of the consideration to be paid in the Business Combination. On September 8, 2022, Newbridge delivered a written opinion and final supporting analysis presentation to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Business Combination pursuant to the Merger Agreement is fair to Lakeshore’s shareholders from a financial point of view.

The full text of the written opinion, dated September 8, 2022, of Newbridge, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

See “Proposal No. 4 — The Merger Proposal — Opinion of Lakeshore’s Financial Advisor” on page 102 of this proxy statement/prospectus for more information.

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors” beginning on page 41 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Lakeshore’s ability to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination.

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SELECTED FINANCIAL INFORMATION OF NATURE’S MIRACLE

The following tables show selected historical consolidated financial data of NMI for the periods ended and as of the dates indicated. The selected historical consolidated statements of operations data of NMI for the years ended December 31, 2022 and 2021 and the historical consolidated balance sheet data at December 31, 2022 and 2021 are derived from NMI’s audited consolidated financial statements included elsewhere in this proxy statement. The selected historical consolidated statements of operations data of NMI for the nine months ended September 30, 2023 and 2022 and the historical consolidated balance sheet data at September 30, 2023 are derived from NMI’s unaudited interim consolidated financial statements included elsewhere in this proxy statement. In the opinion of NMI’s management, the unaudited interim consolidated financial statements include all adjustments necessary to state fairly NMI’s financial position at September 30, 2023 and the results of operations for the nine months ended September 30, 2023.

The financial information contained in this section relates to NMI, prior to and without giving pro forma effect to the impact of the Business Combination. The results reflected in this section may not be indicative of the results of the post-combination company going forward. See “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

The following selected historical consolidated financial information should be read together with the consolidated financial statements and accompanying notes and “NMI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement. The selected historical financial information in this section is not intended to replace NMI’s consolidated financial statements and the related notes. NMI’s historical results are not necessarily indicative of the results that may be expected in the future, and NMI’s results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023 or any other period.

**Note: The following weighted average shares of common stock outstanding (basic and diluted) reflect the total shares issued and outstanding when NMI executed Share Exchange Agreements on June 1, 2022 with the shareholders of Visiontech Group, Inc. (“Visiontech”, a California corporation) and Hydroman, Inc. (“Hydroman”, a California corporation), resulting in the shareholders of Visiontech and Hydroman becoming the shareholders of NMI and NMI becoming the 100% shareholder of Visiontech and Hydroman.

Consolidated Statements of Operations Data

 

Year Ended
December 31,

 

Nine Months Ended
September 30,

   

2022

 

2021

 

2023

 

2022

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

18,621,344

 

 

$

14,359,871

 

 

$

7,600,890

 

 

$

15,872,631

 

Cost of Revenue

 

$

16,952,201

 

 

$

12,178,291

 

 

$

7,044,591

 

 

$

15,040,593

 

Gross Profit

 

$

1,669,143

 

 

$

2,181,580

 

 

$

556,299

 

 

$

832,038

 

Total operating expenses

 

$

3,442,257

 

 

$

659,876

 

 

$

1,594,873

 

 

$

1,585,281

 

(Loss) Income from operations

 

$

(1,773,114

)

 

$

1,521,704

 

 

$

(1,038,574

)

 

$

(753,243

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense, net

 

$

(742,715

)

 

$

(1,056

)

 

$

(493,067

)

 

$

(139,486

)

Loss on loan extinguishment

 

$

 

 

$

 

 

$

(233,450

)

 

$

 

Loss from short-term investment

 

$

(41,143

)

 

$

 

 

$

 

 

$

(41,157

)

Other Income

 

$

27,403

 

 

$

56,798

 

 

$

1,323

 

 

$

31,180

 

(Loss) Income Before Income Taxes

 

$

(2,529,569

)

 

$

1,577,446

 

 

$

(1,763,768

)

 

$

(902,706

)

Income Tax (Benefit) Expenses

 

$

(68,444

)

 

$

441,782

 

 

$

(385,853

)

 

$

72,359

 

Net (loss) income

 

$

(2,461,125

)

 

$

1,135,664

 

 

$

(1,377,915

)

 

$

(975,065

)

Comprehensive Income (Loss)

 

$

(2,462,988

)

 

$

1,135,664

 

 

$

(1,378,902

)

 

$

(977,651

)

Basic and diluted (loss) earning per share

 

$

(0.140

)

 

$

0.120

 

 

$

(0.060

)

 

$

(0.060

)

Weighted average shares of common stock outstanding – basic and diluted**

 

 

17,703,233

 

 

 

9,440,000

 

 

 

23,600,000

 

 

 

15,716,044

 

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Consolidated Balance Sheet Data

 


December 31,

 

September 30,
2023

   

2022

 

2021

 
           

(Unaudited)

Consolidated Balance Sheet Data:

 

 

   

 

   

 

 

 

Cash

 

$

810,371

 

$

1,312,597

 

$

723,067

 

Total current assets

 

$

13,447,632

 

$

10,418,028

 

$

9,801,122

 

Total assets

 

$

20,849,015

 

$

11,798,399

 

$

18,468,607

 

Total liabilities

 

$

20,231,569

 

$

10,027,912

 

$

19,228,200

 

Total stockholders’ equity (deficit)

 

$

617,446

 

$

1,770,487

 

$

(759,593

)

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SELECTED HISTORICAL FINANCIAL INFORMATION OF LAKESHORE

Lakeshore’s balance sheet data as of December 31, 2022, is derived from Lakeshore’s audited financial statements included elsewhere in this proxy statement/prospectus. Lakeshore’s statement of operations data for the nine months ended September 30, 2023 and 2022, and balance sheet data as of September 30, 2023, are derived from Lakeshore’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Lakeshore’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Lakeshore’s historical financial statements and accompanying footnotes, included elsewhere in this proxy statement/prospectus.

 

For The 
Nine Months
Ended
September 30,
2023

 

For The
Nine Months Ended
September 30,
2022

Statements of Operations:

 

 

 

 

 

 

 

 

Formation, general and administrative expenses

 

$

482,410

 

 

$

445,256

 

Loss from operations

 

 

(482,410

)

 

 

(445,256

)

Other income

 

 

 

 

 

 

 

 

Interest income on marketable securities held in trust account

 

 

1,698,916

 

 

 

415,703

 

Net Income (Loss)

 

$

1,215,479

 

 

$

(29,553

)

Basic and diluted weighted average shares outstanding

 

 

 

 

 

 

 

 

Redeemable ordinary shares – basic and diluted

 

 

4,533,123

 

 

 

5,156,044

 

Non-redeemable ordinary shares – basic and diluted

 

 

2,241,500

 

 

 

2,110,956

 

Basic and diluted net loss per share

 

 

 

 

 

 

 

 

Redeemable ordinary shares – basic and diluted

 

$

0.35

 

 

$

0.72

 

Non-redeemable ordinary shares – basic and diluted

 

$

(0.16

)

 

$

(1.76

)

 

As of
September 30,
2023

 

As of December 31, 2022

Balance Sheet Data:

 

 

 

 

 

 

 

 

Trust Account

 

$

37,797,355

 

 

$

71,043,126

 

Total assets

 

 

37,844,905

 

 

 

71,098,044

 

Total liabilities

 

 

3,788,336

 

 

 

2,742,266

 

Ordinary shares subject to possible redemption

 

 

37,797,355

 

 

 

71,043,126

 

Stockholders’ deficit

 

 

(3,740,786

)

 

 

(2,687,348

)

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information is derived from the unaudited pro forma condensed combined balance sheet and statements of operations.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the unaudited consolidated historical balance sheet of Lakeshore as of September 30, 2023 with the unaudited historical consolidated balance sheet of Nature’s Miracle as of September 30, 2023, giving effect to the Business Combination as if it had been consummated as of that date.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and for the year ended December 31, 2022 combines the unaudited consolidated historical statement of operations of Lakeshore for the nine months ended September 30, 2023 and the audited historical statement of operations of Lakeshore for the year ended December 31, 2022 with the unaudited historical consolidated statement of operations of Nature’s Miracle for the nine months ended September 30, 2023 and the audited historical consolidated statement of operations of Nature’s Miracle for the year ended December 31, 2022, giving effect to the Business Combination as if it had occurred as of January 1, 2022.

Notwithstanding the legal form of the Business Combination, the Business Combination will be accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Lakeshore will be treated as the acquired company and Nature’s Miracle will be treated as the acquirer for financial statement reporting purposes.

The historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions consummated after September 30, 2023 through the date hereof. The pro forma adjustments that are directly attributable to the Business Combination are factually supportable and, with respect to the unaudited pro forma condensed combined statement of operations, are expected to have a continuing impact on the results of the combined company.

The unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios as following:

        Assuming No Further Redemptions: This scenario assumes that excluding the redemption of 5,553,340 shares in connection with three extraordinary general meetings for extension of Lakeshore’s life held on March 9, 2023, June 5, 2023 and December 6, 2023, respectively, which resulted in an aggregate payment of $58.98 million from the trust account, no Lakeshore ordinary shares are further redeemed and funds held in trust accounts will be fully retained and released to PubCo at closing;

        Assuming Full Redemptions: This scenario assumes that all of Lakeshore’s remaining 1,346,660 shares of public shares subject to redemption are all redeemed, and the total amount distributed are based on the pro forma balance amount of trust account as of September 30, 2023 net of $ 23.47 million distributed in connection with redemptions at the third extraordinary general meeting held on December 6, 2023, plus an extra deposit of $180,000 in connection with (i) the monthly extension fee of $80,000 multiplied by 2 months (October and November) so that the Business Combination was allowed to complete by December 11, 2023, and (ii) extension fee of $20,000 multiplied by 2 months ( December 2023 and January 2024) so that the Business Combination will be allowed to complete by February 11, 2024.

The pro forma outstanding shares of PubCo’s common stock immediately after the Business Combination under two redemption scenarios (which amounts are based on information as of September 30, 2023, as adjusted for events that relate to material financing transactions consummated after such date through the date hereof) is as follows:

 

Pro Forma Combined

Assuming No Further
Redemptions

 

Assuming Full
Redemptions

Number of Shares

 

%

 

Number of Shares

 

%

Lakeshore public shares

 

1,346,660

 

4.9

%

 

 

0.0

%

Lakeshore public rights

 

690,000

 

2.5

%