Item 5.07. Submissions of Matters to a Vote of Security Holders
As previously reported, on May 9, 2022, Lakeshore Acquisition I Corp., a Cayman
Islands exempted company (together with its successors, including after the
Reincorporation (as defined below), the "Purchaser"), LAAA Merger Sub Inc., a
Delaware corporation and wholly-owned subsidiary of Purchaser (the "Merger
Sub"), ProSomnus Holdings Inc., a Delaware corporation ("ProSomnus"), HGP II,
LLC, a Delaware limited liability company, as the representative of the
stockholders of ProSomnus, and RedOne Investment Limited, a British Virgin
Islands company, as the representative of the stockholders of Purchaser, entered
into a Merger Agreement (the "Merger Agreement"). Pursuant to the Merger
Agreement, ProSomnus will merge with Merger Sub (the "Merger"), with ProSomnus
surviving and the Purchaser acquiring 100% of the equity securities of
ProSomnus. Immediately prior to the Merger, the Purchaser shall reincorporate
into the State of Delaware so as to re-domicile as and become a Delaware
corporation by means of a merger of Purchaser with and into a newly formed
Delaware corporation (the "Reincorporation"), and subject to the receipt of the
approval of the shareholders of the Purchaser to the Reincorporation terms, the
Purchaser shall adopt Delaware organizational documents, which will provide,
among other things, that the name of the Purchaser shall be amended to be
"ProSomnus, Inc." The transactions contemplated under the Merger Agreement
relating to the Reincorporation Merger and the Merger are referred to in this
current report as the "Business Combination."
On December 2, 2022 at 10:00 a.m. EST, the Company held an extraordinary general
meeting (the "Meeting") at which the Company's shareholders voted on the
following proposals, as set forth below, each of which is described in detail in
the definitive proxy statement (the "Proxy Statement") filed with the Securities
and Exchange Commission (the "SEC") on November 15, 2022, which was first mailed
by the Company to its shareholders on or about November 14, 2022.
As of November 10, 2022, the record date for the Meeting, there were 4,489,308
ordinary shares issued and outstanding and entitled to vote. There were
3,9097,678 ordinary shares presented in person or represented by proxy at the
Meeting. The final voting results for each proposal submitted to the
shareholders of the Company at the Meeting are included below.
Each of the proposals described below was approved by the Company's
shareholders.
PROPOSALS:
PROPOSAL 1:
To approve by special resolution the merger of Lakeshore with and into PubCo,
its wholly owned Delaware subsidiary, with PubCo surviving the merger. The
merger will change Lakeshore's place of incorporation from Cayman Islands to
Delaware.
For Against Abstain
3,617,767 289,911 0
PROPOSAL 2:
To approve by special resolution each material difference between the proposed
Amended and Restated Certificate of Incorporation of PubCo and the amended and
restated memorandum and articles of association of the Company, as described in
the Proxy Statement previously mailed to shareholders, enumerated as Proposals
2A to 2I below:
Proposal Number 2A was to change the name of PubCo to "ProSomnus, Inc."
For Against Abstain
3,617,767 289,911 0
Proposal Number 2B1 was to require an affirmative vote of at least 75% of the
total voting power of the then-outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class, in
order to amend, alter, repeal or rescind certain provisions of the proposed
charter, including provisions relating to staggering the board of directors,
appointing directors, removing directors, amending certain provisions of the
proposed bylaws, eliminating written consents of stockholders, calling meetings
of the stockholders, limiting liability of directors and indemnifying directors
and officers, and selecting the forum for certain actions involving the company.
For Against Abstain
3,259,692 647,986 0
Proposal Number 2B2 was to provide that the proposed charter may be amended by
the affirmative vote of the holders of at least a majority of the total voting
power of all the then-outstanding shares of our stock entitled to vote generally
in the election of directors, voting together as a single class.
For Against Abstain
3,262,563 645,115 0
Proposal Number 2C was to provide that the bylaws of PubCo may be altered,
amended, repealed or directors or the affirmative vote of at least 75% of the
total voting power of all the then-outstanding shares of stock of PubCo entitled
to vote generally in the election of directors, voting together as a single
class.
For Against Abstain
3,259,692 647,986 0
Proposal Number 2D was to provide that PubCo's board of directors be divided
into three classes with only one class of directors being elected in each year
and each class serving a three-year term.
For Against Abstain
3,614,895 292,783 0
Proposal Number 2E was to provide that (i) directors shall be elected by the
affirmative vote of at least a plurality of the total voting power of all the
then-outstanding shares of our stock entitled to vote generally in the election
of directors (other than those directors elected by the holders of any series of
preferred stock, who shall be elected pursuant to the terms of such preferred
stock) and that (ii) newly created directorships (including those created by the
board) or any vacancy on the board of directors may be filled by a majority vote
of the remaining directors then in office, even if less than a quorum, or by a
sole remaining director.
For Against Abstain
3,262,563 645,115 0
Proposal Number 2F was to provide for the removal of directors only with cause
and by the affirmative vote of at least 75% of the total voting power of all the
then outstanding shares of our stock entitled to vote generally in the election
of directors, voting together as a single class (other than those directors
elected by the holders of any series of Preferred Stock, who shall be removed
pursuant to the terms of such Preferred Stock).
For Against Abstain
3,614,895 292,783 0
Proposal Number 2G was to provide that special meetings of the stockholders of
PubCo may be called only by or at the direction of the board of directors of
PubCo.
For Against Abstain
3,268,658 639,020 0
Proposal Number 2H was to provide that actions of stockholders must be taken at
a duly called annual or special meeting of stockholders and may not be effected
by written consent.
For Against Abstain
3,611,672 296,006 0
Proposal Number 2I was to provide that the Court of Chancery of the State of
Delaware or, if such court does not have subject matter jurisdiction thereof,
another state or federal court located within the State of Delaware, shall be
the exclusive forum for certain actions and claims.
For Against Abstain
3,611,672 296,006 0
PROPOSAL 3:
To approve by ordinary resolution the merger of LAAA Merger Sub, Inc., a
wholly-owned subsidiary of PubCo, with and into ProSomnus, with ProSomnus
surviving the merger as a wholly-owned subsidiary of PubCo. We refer to the
merger as the Acquisition Merger.
For Against Abstain
3,611,672 296,006 0
PROPOSAL 4:
To approve by ordinary resolution (i) for purposes of complying with Nasdaq
Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and
outstanding Lakeshore ordinary shares and the resulting change in control in
connection with the Acquisition Merger, and (ii) for purposes of complying with
Nasdaq Listing Rule 5635(d), the issuance of an aggregate of more than 20% of
PubCo Common Stock in connection with the Equity Investment and the shares of
PubCo Common Stock underlying the convertible notes to be issued in connection
with the Business Combination.
For Against Abstain
3,611,672 296,006 0
PROPOSAL 5:
To approve by ordinary resolution the appointment of Steven Pacelli and Leonard
Hedge as Class A directors serving until PubCo's 2023 annual meeting of
stockholders; Jason Orchard, Heather Rider, and Laing Rikkers as Class B
directors serving until PubCo's 2024 annual meeting of stockholders; and William
Johnson and Leonard Liptak as Class C directors serving until PubCo's 2025
annual meeting of stockholders; and in each case, effective as of the closing of
the Business Combination in accordance with the Merger Agreement.
For Withheld
3,611,672 0
PROPOSAL 6:
To approve the Incentive Plan to be effective after consummation of the Business
Combination.
For Against Abstain
3,189,665 717,399 614
Item 8.01. Other Events
On December 2, 2022, the Company issued a press release announcing that its
shareholders have voted to approve the previously announced Business Combination
with ProSomnus Holdings Inc. at the Meeting. A copy of the press release is
filed as Exhibit 99.1 hereto.
The Company's shareholders elected to redeem an aggregate of 2,402,027 ordinary
shares in connection with the Meeting. The unaudited pro forma condensed
combined financial statements of the Company as of September 30, 2022 reflecting
the effect of the redemptions in connection with the Meeting, equity investments
in the form of non-redeeming public shares and PIPE investments has been issued
by the Company and is included as Exhibit 99.2 hereto. The unaudited pro forma
condensed combined financial statements are subject to change as additional
information becomes available and analyses are performed.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
No. Description
99.1 Press Release, dated December 2, 2022
99.2 Unaudited Pro Forma Condensed Combined Financial Information as of
September 30, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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