0001213900-23-012265.txt : 20230216 0001213900-23-012265.hdr.sgml : 20230216 20230215214348 ACCESSION NUMBER: 0001213900-23-012265 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230215 GROUP MEMBERS: DEYIN CHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lakeshore Acquisition II Corp. CENTRAL INDEX KEY: 0001867287 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93592 FILM NUMBER: 23636990 BUSINESS ADDRESS: STREET 1: SUITE A-2F, 555 SHIHUI ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 2001100 BUSINESS PHONE: 86 13816100700 MAIL ADDRESS: STREET 1: SUITE A-2F, 555 SHIHUI ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 2001100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RedOne Investment Ltd CENTRAL INDEX KEY: 0001867283 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SUITE A-2F, 555 SHIHUI ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 2001100 BUSINESS PHONE: 86 13816100700 MAIL ADDRESS: STREET 1: SUITE A-2F, 555 SHIHUI ROAD STREET 2: SONGJIANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 2001100 SC 13G 1 ea173800-13gredone_lakesh2.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Lakeshore Acquisition II Corp.

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G5352N105 (CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G5352N105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) REDONE INVESTMENT LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,046,500⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,046,500⁽¹⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,046,500 ⁽¹⁾
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒⁽²⁾
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.39%⁽³⁾
12.	TYPE OF REPORTING PERSON (see instructions) OO

(1)	Redone Investment Limited is the record holder of the ordinary shares reported herein. Deyin Chen is the managing member of Redone Investment Limited. Accordingly, Deyin Chen may be deemed to have or share beneficial ownership of the ordinary shares held directly by Redone Investment Limited.
(2)	Excludes 175,750 ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Redone Investment Limited that are not presently exercisable. Also excludes 35,150 ordinary shares of the Issuer which will be issued upon conversion of rights at consummation of the Issuer’s initial business combination.
(3)	The percentage set forth in Row 11 of this Cover Page is based on 9,141,500 ordinary shares of the Issuer outstanding as of November 15, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the Securities and Exchange Commission on November 15, 2022.

CUSIP No. G5352N105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deyin Chen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,046,500⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,046,500⁽¹⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,046,500 ⁽¹⁾
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒⁽²⁾
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.39%⁽³⁾
12.	TYPE OF REPORTING PERSON (see instructions) IN

(1)	Redone Investment Limited is the record holder of the ordinary shares reported herein. Deyin Chen is the managing member of Redone Investment Limited. Accordingly, Deyin Chen may be deemed to have or share beneficial ownership of the ordinary shares held directly by Redone Investment Limited.
(2)	Excludes 175,750 ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Redone Investment Limited that are not presently exercisable. Also excludes 35,150 ordinary shares of the Issuer which will be issued upon conversion of rights at consummation of the Issuer’s initial business combination.
(3)	The percentage set forth in Row 11 of this Cover Page is based on 9,141,500 ordinary shares of the Issuer outstanding as of November 15, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the Securities and Exchange Commission on November 15, 2022.

CUSIP No. G5352N105

Item 1.

(a)

Name of Issuer

Lakeshore Acquisition II Corp., a Cayman Islands exempted company

(b)

Address of Issuer’s Principal Executive Offices

667 Madison Avenue,

New York, NY, 10065

Item 2.

This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

	(a)	Name of Person Filing: (i) Redone Investment Limited (ii) Deyin Chen
		Redone Investment Limited is the record holder of the ordinary shares reported herein. Deyin Chen is the managing member of Redone Investment Limited. Accordingly, Deyin Chen may be deemed to have or share beneficial ownership of the ordinary shares held directly by Redone Investment Limited. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.

	(b)	Address of the Principal Office or, if none, residence c/o Lakeshore Acquisition II Corp. 667 Madison Avenue, New York, NY, 10065

	(c)	Citizenship (i) Redone Investment Limited – British Virgin Islands (ii) Deyin Chen – Canada

	(d)	Title of Class of Securities Ordinary Shares, par value $0.0001

	(e)	CUSIP Number G5352N105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A

CUSIP No. G5352N105

Item 4. Ownership.

The information required by Items 4(a) - (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

N/A

CUSIP No. G5352N105

EXHIBIT INDEX

Exhibit Number		Description

99.1		Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13G, dated February 15, 2023.

CUSIP No. G5352N105

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 15, 2023

	REDONE INVESTMENT LIMITED

	By:	/s/ Deyin Chen
		Deyin Chen, Managing Member

	DEYIN CHEN

	By:	/s/ Deyin Chen
		Deyin Chen

EX-99.1 2 ea173800ex99-1_lakesh.htm JOINT FILING AGREEMENT AMONG THE REPORTING PERSONS REGARDING FILING OF SCHEDULE 13G, DATED FEBRUARY 15, 2023

Exhibit 99.1

CUSIP No. G5352N105

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares of Lakeshore Acquisition II Corp. together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: February 15, 2023

	REDONE INVESTMENT LIMITED

	By:	/s/ Deyin Chen
		Deyin Chen, Managing Member

	DEYIN CHEN

	By:	/s/ Deyin Chen
		Deyin Chen