LAKESHORE ACQUISITION I CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material definitive Agreement.

On September 15, 2022, Lakeshore Acquisition I Corp., a Cayman Islands exempted company (together with its successors, the "Company"), ProSomnus Holdings Inc., a Delaware corporation ("ProSomnus"), RedOne Investment Limited, a British Virgin Islands company (the "Sponsor"), and the investor named therein (the "Investor") entered into a Note Purchase Agreement (the "Note Purchase Agreement").

Pursuant to the Note Purchase Agreement, the Company and the Investor have agreed, subject to the terms and conditions set forth in the Note Purchase Agreement, that the Company shall issue and sell to the Investor a promissory note (the "Note") of $310,000 in aggregate principal amount (the "Principal Amount"). On the closing date of the purchase and sale of the Note, the Investor delivered the Note reflecting the Principal Amount and the Investor deposited $300,000 by wire transfer into the specified Company account. Pursuant to the terms of the Note Purchase Agreement, the Sponsor agreed to transfer, and the Company agreed to ensure that the Sponsor shall transfer, to the Investor at the closing of the Company's initial business combination (as defined in the Company's initial public offering prospectus (the "Prospectus"), 50,000 founder shares (as defined in the Prospectus)). The transfer of founder shares shall occur, in whole or in part, exclusively upon the sole election of the Investor. The founder shares will be subject to similar registration rights as the founder shares held by the Sponsor.

The foregoing description is qualified in its entirety by reference to the Note Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 15, 2022, the Company issued the Note to the Investor in accordance with the terms of the Note Purchase Agreement. The Note does not bear interest and the Principal Amount may not be prepaid. The repayment of the Note shall take priority over and be made prior to the repayment of any other loans made by the Company. In accordance with the terms of the Note, the repayment of the Note shall be accelerated upon the occurrence of an Event of Default (as defined in the Note), whereupon the unpaid Principal Amount, and all other amounts payable under the Note, shall become immediately due and payable. The Note may not be assigned or transferred without the prior written consent of the other party thereto. The Company's obligations under the Note shall survive after the consummation of the Company's initial business combination and shall be binding on any successors or assigns of the Company following the consummation of any such business combination.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:




Exhibit
No.        Description
  10.1       Form of Note Purchase Agreement.
  10.2       Form of Promissory Note.
104        Cover Page Interactive Data File (formatted as Inline XBRL and contained
           in Exhibit 101)

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