New Risk • Mar 11
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$7.02m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Share price has been highly volatile over the past 3 months (27% average weekly change). Negative equity (-US$3.7m). Revenue is less than US$1m. Market cap is less than US$10m (US$7.02m market cap). Valuation Update With 7 Day Price Move • Feb 29
Investor sentiment deteriorates as stock falls 24% After last week's 24% share price decline to US$5.02, the stock trades at a trailing P/E ratio of 7.8x. Average trailing P/E is 19x in the Capital Markets industry in the US. Total loss to shareholders of 52% over the past year. Valuation Update With 7 Day Price Move • Feb 13
Investor sentiment deteriorates as stock falls 21% After last week's 21% share price decline to US$8.75, the stock trades at a trailing P/E ratio of 33.5x. Average trailing P/E is 19x in the Capital Markets industry in the US. Total loss to shareholders of 15% over the past year. 공시 • Jan 10
Lakeshore Acquisition II Corp. announced that it has received $0.02 million in funding Lakeshore Acquisition II Corp. announced a private placement of an unsecured promissory note in the aggregate principal amount of $20,000 on January 8, 2024. The transaction included participation from returning investor Nature's Miracle Inc. The note does not bear interest and matures upon the earlier of (i) the closing of the company’s initial business combination and (ii) March 11, 2024. In the event that the company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the company’s trust account, if any. The company will also issue 2,000 shares of Class A common stock of PubCo to the investor or its designee following the closing of the Business Combination. Board Change • Dec 31
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. No experienced directors. No highly experienced directors. Independent Director Michael Li is the most experienced director on the board, commencing their role in 2022. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. 공시 • Nov 10
Lakeshore Acquisition II Corp. announced that it has received $0.08 million in funding from Nature's Miracle Inc. Lakeshore Acquisition II Corp. announced a private placement of an unsecured promissory note in the aggregate principal amount of $80,000 on November 9, 2023. The transaction included participation from returning investor Nature's Miracle Inc. The note does not bear interest and matures upon the earlier of (i) the closing of the company’s initial business combination and (ii) December 11, 2023. In the event that the company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the company’s trust account, if any. The company will also issue 2,000 shares of Class A common stock of PubCo to the investor or its designee following the closing of the Business Combination. 공시 • Sep 12
Lakeshore Acquisition II Corp. announced that it has received $0.08 million in funding from Nature's Miracle Inc. Lakeshore Acquisition II Corp. announced a private placement of an unsecured promissory note in the aggregate principal amount of $80,000 on September 11, 2023. The transaction included participation from returning investor Nature's Miracle Inc. The note does not bear interest and matures upon the earlier of (i) the closing of the company’s initial business combination and (ii) December 11, 2023. In the event that the company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the company’s trust account, if any. The company will also issue 2,000 shares of Class A common stock of PubCo to the investor or its designee following the closing of the Business Combination. 공시 • Nov 16
Lakeshore Acquisition II Corp. announced delayed 10-Q filing On 11/15/2022, Lakeshore Acquisition II Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Sep 12
Nature's Miracle Inc. entered into a definitive business combination agreement to acquire Lakeshore Acquisition II Corp. (NasdaqGM : LBBB) for approximately $230 million in a reverse merger transaction. Nature's Miracle Inc. entered into a definitive business combination agreement to acquire Lakeshore Acquisition II Corp. (NasdaqGM : LBBB) for approximately $230 million in a reverse merger transaction on September 9, 2022. Pursuant to the Merger Agreement, Nature's Miracle will merge with LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Lakeshore, with Nature's Miracle surviving and Lakeshore acquiring 100% of the equity securities of Nature's Miracle. In exchange for their equity securities, the stockholders of Nature's Miracle will receive an aggregate number of shares of common stock of Lakeshore with an aggregate value equal to: (a) $230 million minus (b) any Closing Net Indebtedness. The implied pro-forma enterprise value of the combined company is approximately $265 million, assuming no redemptions from the trust account. Upon closing, the combined company is expected to change its name to Nature's Miracle Holding Inc. and its common stock is expected to be traded on the Nasdaq Global Market.
The Merger will require the approval of the stockholders of Lakeshore and Nature's Miracle and is subject to other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission. The Merger has been approved by the boards of directors of each of Lakeshore and Nature's Miracle. The transaction is expected to close in the first quarter of 2023. Hunter Taubman Fischer & Li LLC. is acting as legal advisor to Nature's Miracle and Loeb & Loeb is acting as legal advisor to Lakeshore. Maxim Group is acting as M&A advisor to Lakeshore.