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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

March 5, 2024

Date of Report (Date of earliest event reported)

 

Lakeshore Acquisition II Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-41317   N/A
(State or other jurisdiction
of incorporation)
 

(Commission File Number)

 

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

 

667 Madison Avenue,

New York, NY

  10065
(Address of Principal Executive Offices)   (Zip Code)

 

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

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares   LBBB   The Nasdaq Stock Market LLC
Warrants   LBBBW   The Nasdaq Stock Market LLC
Rights   LBBBR   The Nasdaq Stock Market LLC
Units   LBBBU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On March 5, 2024, Lakeshore Acquisition II Corp. (“Lakeshore”) filed an Amendment (the “Charter Amendment”) to Lakeshore’s Amended and Restated Memorandum and Articles of Association to expand the methods that Lakeshore may employ to not become subject to the Securities and Exchange Commission’s “penny stock” rules by removing the net tangible asset requirement therein. As previously reported, the Charter Amendment was approved at an extraordinary general meeting of shareholders of Lakeshore held on February 15, 2024.

 

The foregoing description of the Charter Amendment is not complete and is subject to and qualified in its entirety by reference to the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and the provisions of which are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.   Description
3.1   Amendment to the Amended and Restated Memorandum and Articles of Association, dated March 5, 2024
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated March 7, 2024

 

LAKESHORE ACQUISITION II CORP.  
     
By: /s/ Deyin (Bill) Chen  
Name:  Deyin (Bill) Chen  
Title: Chief Executive Officer  

 

 

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