Item 1.01 Entry into a Material definitive Agreement.
On November 28, 2022, Lakeshore Acquisition I Corp., a Cayman Islands exempted
company ("Purchaser" or "Lakeshore"), and ProSomnus Holdings Inc., a Delaware
corporation ("ProSomnus"), entered into an Amended and Restated Purchaser
Support Agreement (the "Amended and Restated Purchaser Support Agreement"), with
the initial shareholders of the Purchaser (the "Supporters"), which amends and
restates the Purchaser Support Agreement, dated May 9, 2022. Pursuant to the
Amended and Restated Purchaser Support Agreement, the Supporters agreed to
automatically (and with no further action by the Supporters) transfer an
additional 12% of the Founder Shares (as defined in the Purchaser Support
Agreement) to Equity Investors (as defined in the Purchaser Support Agreement)
for no consideration. As a result the Supporters will transfer up to an
aggregate of 42% of the Founder Shares held by each Supporter to Equity
Investors. If the aggregate number of transferred Founder Shares is equal to or
greater than 273,350 Founder Shares (the "20% Threshold"), Purchaser shall issue
a full warrant to the Supporters for each transferred Founder Share transferred
above the 20% Threshold; provided that in no event shall the aggregate number of
transferred Founder Shares be greater than 574,035. A copy of the Amended and
Restated Purchaser Support Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
On November 30, 2022, Lakeshore also entered into non-redemption agreements with
certain institutional investors for an aggregate of 200,339 shares of the
Purchaser, and such investors will also receive an aggregate of 172,368
additional shares from the Purchaser. Altogether, there are 395,339 shares
subject to non-redemption agreements and, in connection therewith, the investors
will receive an aggregate of 340,085 additional shares of the Purchaser.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Amended and Restated Purchaser Support Agreement,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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