United States securities and exchange commission logo





                             November 15, 2021

       Bill Chen
       Chairman and Chief Executive Officer
       Lakeshore Acquisition II Corp.
       555 Shihui Road, Songjiang District
       Shanghai, China, 201100

                                                        Re: Lakeshore
Acquisition II Corp.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
8, 2021
                                                            CIK No. 0001867287

       Dear Mr. Chen:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 filed
October 8, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that your principal executive
                                                        offices are located in
China and that you may be seeking to acquire a company that may
                                                        be based in China in an
initial business combination. Your cover page disclosure also
                                                        should describe the
legal and operational risks associated with being based in or acquiring
                                                        a company that does
business in China, and not only provide a cross-reference to
                                                        disclosure elsewhere in
the document. Please also expand your cover page disclosure to
                                                        address how recent
statements and regulatory actions by China   s government, such as
                                                        those related to the
use of variable interest entities and data security or anti-monopoly
 Bill Chen
FirstName LastNameBill   Chen
Lakeshore Acquisition II Corp.
Comapany 15,
November  NameLakeshore
              2021         Acquisition II Corp.
November
Page  2   15, 2021 Page 2
FirstName LastName
         concerns, has or may impact the company   s ability to conduct its
business, accept foreign
         investments, or list on an U.S. or other foreign exchange. Your
prospectus summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
2.       Provide on the cover page a clear description of how cash will be
transferred through the
         postcombination organization if you acquire a company based in China
and whether any
         cash transfers, dividends or distributions have been made to date.
Summary, page 1

3.       We note your disclosure in the first paragraph following the
bullet-point list on page 20.
         Please expand to include cross-references to the more detailed
discussion of significant
         regulatory, liquidity, and enforcement risks posed to investors for
being based in or
         acquiring a company in China.
4.       We note your disclosure on page 20 that you believe you are not
required to obtain
         material licenses or approvals to operate, and that you are not
required to obtain approvals
         to issue your ordinary shares to foreign investors. Please expand your
disclosure to
         address the consequences to you and your investors if you
inadvertently conclude that
         approvals are not required, or applicable laws, regulations, or
interpretations change and
         you are required to obtain approval in the future.
5.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China. Describe any
restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors that may apply after a business combination with a
company based in
         China. Describe any restrictions and limitations on your ability to
distribute earnings from
         your businesses, including subsidiaries and/or consolidated VIEs, to
the parent company
         and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
Risk Factors
We may be liable for improper use or appropriation of personal information
provided by
others..., page 55

6.       Please expand your disclosure on page 55, where you discuss the
uncertainty in
         cybersecurity laws and regulations and note that you or the combined
company following
         a business combination could be subject to cybersecurity review, to
describe how the
         oversight of the Cyberspace Administration of China could impact the
process of
         searching for a target and completing an initial business combination.
The Chinese government may intervene or influence the operations of a target
business that we
acquire at any time..., page 56

7.       Please expand your disclosure to describe the recent statements by the
Chinese
         government indicating an intent to exert more oversight and control
over offerings that are
 Bill Chen
Lakeshore Acquisition II Corp.
November 15, 2021
Page 3
      conducted overseas and/or foreign investment in China-based issuers.
U.S. laws and regulations, including the Holding Foreign Companies Accountable
Act, may
restrict..., page 57

8.    We note from the audit opinion that you have a U.S. based auditor that is
registered with
      the PCAOB and subject to PCAOB inspection. Please disclose any material
risks to the
      company and investors if it is later determined that the PCAOB is unable
to inspect or
      investigate completely your auditor because of a position taken by an
authority in a
      foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
      trading in your securities to be prohibited under the Holding Foreign
Companies
      Accountable Act and as a result an exchange may determine to delist your
securities.
      Please also discuss that the United States Senate passed the Accelerating
Holding Foreign
      Companies Accountable Act, which, if enacted, would decrease the number
of non-
      inspection years from three years to two, thus reducing the time period
before your
      securities may be prohibited from trading or delisted.
       You may contact Frank Knapp 202-551-3805 at or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Gregory Herbers at 202-551-8028 or Mary Beth Breslin at 202-551-3625
with any other
questions.



                                                          Sincerely,
FirstName LastNameBill Chen
                                                          Division of
Corporation Finance
Comapany NameLakeshore Acquisition II Corp.
                                                          Office of Real Estate
& Construction
November 15, 2021 Page 3
cc:       Giovanni Caruso
FirstName LastName