LAAA SEC filings, in plain English
Everything Lakeshore Acquisition I Corp. has filed with the SEC that we hold — 40 filings, newest first, 1 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Definitive proxy statement/prospectus of Lakeshore Acquisition I Corp., dated November 14, 2022 and first mailed on or about that date, for an extraordinary general meeting on December 2, 2022 at 10 a.m. Eastern Time. The merger agreement dated May 9, 2022 effects the ProSomnus Holdings Inc. business combination in two steps: Lakeshore reincorporates into Delaware by merging into LAAA Merger Corp. (PubCo), then LAAA Merger Sub Inc. merges into ProSomnus. The Merger Consideration is $113,000,000 in PubCo stock, less the amount by which Closing Net Indebtedness exceeds $12,000,000. Why it matters: Closing Net Indebtedness as of October 31, 2022 was $14.9 million, so on that measure the deduction is already live and the consideration is below the headline. Lakeshore must make at least $40,000,000 available to ProSomnus immediately after closing, but the document states ProSomnus has the right to waive the Minimum Cash Condition, so there is no guarantee PubCo holds some or all of it. Shares equal to 3.0% of the Merger Consideration are escrowed for post-closing adjustments, and up to 3.0 million earn-out shares vest in three tranches at VWAP thresholds of $12.50, $15.00 and $17.50.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- not previously extracted$40.0M
- Outside date
- not previously extracted2022-12-10
SpacBrain reads this as the min-cash condition binds at $40,000,000.
The clause “22, the board of directors of ProSomnus insisted that the transaction include a Minimum Cash Condition of $40 million in order to meet ProSomnus’s balance sheet needs and better facilitate its continued operations. On March 4, 2022,”…
SpacBrain reads this as the agreement may be terminated from 2022-12-10.
The clause …“to the Closing set forth in ARTICLE VII have not been satisfied or waived by December 10, 2022 (the “ Outside Date ”) ( provided , that if Purchaser seeks and obtains an Extension, Purchaser shall have the right by providing written”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-08-15trust $54.8M → $29.1M -47%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $54.8M$29.1M
- Combination deadline
- not previously extracted2022-12-15
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.47Mnot matched in this filing
SpacBrain reads this as $25,606,760 left the trust between the two filings.
The clause …“ — 63,708 Other current assets 135,000 — Marketable securities held in trust account 29,144,536 54,671,966 Total Current Assets 29,430,459 55,174,587 Total Assets $ 29,430,459 $ 55,174,587 ”…
The clause “Company not continuing as a going concern, as a result of failing to consummate business combination before December 15, 2022. Management plans to continue its efforts to consummate a business combination within the required period.”…
The clause …“obligations under applicable laws or regulations. This uncertainty raises substantial doubt about the Company’s ability as a going concern one year from the date the financial statement is issued. No adjustments have been made to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-05-16trust $54.7M → $54.8M +0%
trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $54.7M$54.8M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.47M · unchanged
SpacBrain reads this as $73,825 was added to the trust between the two filings.
The clause …“ — 63,708 Other current assets 135,000 — Marketable securities held in trust account 54,751,296 54,671,966 Total Current Assets 55,017,723 55,174,587 Total Assets $ 55,017,723 $ 55,174,587 ”…
The clause …“obligations under applicable laws or regulations. This uncertainty raises substantial doubt about the Company’s ability as a going concern one year from the date the financial statement is issued. No adjustments have been made to”…
The clause “0,000,000 shares authorized; 1,628,425 shares issued and outstanding (excluding 5,467,000 shares subject to possible redemption) 163 163 Additional paid-in capital 697,753 779,049 Accumulated deficit ( 449,527 ) ( 299,625 )”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-11-15trust $54.7M → $54.7M +0%going concern APPEARED
trust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $54.7M$54.7M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 5.47M · unchanged
SpacBrain reads this as $6,660 was added to the trust between the two filings.
The clause “34,367 $ 438,913 Prepaid expenses 25,483 63,708 Marketable securities held in trust account 54,677,471 54,671,966 Total Current Assets 55,037,321 55,174,587 Total Assets $ 55,037,321 $ 55,174,587 ”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“obligations under applicable laws or regulations. This uncertainty raises substantial doubt about the Company’s ability as a going concern one year from the date the financial statement is issued. No adjustments have been made to”…
The clause …“were 1,628,425 shares of ordinary shares issued and outstanding excluding 5,467,000 shares subject to possible redemption. Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2022-12-10
SpacBrain reads this as the agreement may be terminated from 2022-12-10.
The clause …“or by: ● either Purchaser or ProSomnus, if the Closing has not occurred by December 10, 2022 (the “ Outside Date ”), provided that no material breach of the Merger Agreement by the party seeking to terminate the Merger Agreement”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2022-12-10 · unchanged
The clause …“or by: ● either Purchaser or ProSomnus, if the Closing has not occurred by December 10, 2022 (the “ Outside Date ”), provided that no material breach of the Merger Agreement by the party seeking to terminate the Merger Agreement”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-08-23trust $54.7M → $54.7M +0%
trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $54.7M$54.7M
- Redeemable shares
- 5.47M · unchanged
SpacBrain reads this as $705 was added to the trust between the two filings.
The clause …“ 101,933 Amount due from related party 30,000 Marketable securities held in trust account 54,670,811 Total Current Assets 55,292,060 Total Assets $ 55,292,060 LIABILITIES AND SHAREHOLDER’S EQUITY ”…
The clause …“were 1,628,425 shares of ordinary shares issued and outstanding excluding 5,467,000 shares subject to possible redemption. Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
trust account, redeemable sharesnothing moved · 2 with no prior record of ours
- Trust account
- not previously extracted$54.7M
- Redeemable shares
- not previously extracted5.47M
The clause …“Cash $ 863,500 Total Current Assets 863,500 Marketable securities held in trust account 54,670,106 Total Assets $ 55,533,606 LIABILITIES AND SHAREHOLDER’S EQUITY Current Liabilities Advances for private”…
The clause …“were 1,628,425 shares of ordinary shares issued and outstanding excluding 5,467,000 shares subject to possible redemption. Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.