Filed by Lakeshore Acquisition I Corp.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Lakeshore Acquisition I Corp.
Commission File No. 001-40474
ProSomnus Investor Update, Q2:22
Dear ProSomnus Investor,
The purpose of this letter is to update you on the pending business
combination between ProSomnus and Lakeshore Acquisition Corp. I (NASDAQ: LAAA, LAAAU, LAAAW). As a reminder, Lakeshore Acquisition I
Corp. is a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination with one or more businesses or entities. Upon closing of the merger,
ProSomnus will be a publicly traded company on the NASDAQ exchange with the ticker symbol “OSA”.
As you may have read in the press, ProSomnus recently signed definitive
agreements for $30 million in convertible financing. This financing was an important milestone toward the completion of our business combination,
as it helps to provide the minimum cash necessary to complete the transaction.
ProSomnus and our capital markets advisors will now enter another phase
of the business combination, targeting large public equity investors to invest in ProSomnus. We will also be working with our legal, accounting,
and other advisors to complete the S-4 filing with the SEC, which is necessary to complete the transaction. We anticipate closing the
business combination in the fourth quarter of 2022.
For more information, please refer to publicly available materials,
including the company presentation, that are available in the Investor Relations section of the ProSomnus website at https://prosomnus.com/investor-relations/,
and Lakeshore’s filings which are available on the SEC website at https://www.sec.gov/edgar/browse/?CIK=1848000&owner=exclude.
Thank you for your continued support of ProSomnus as we transition
into a public company.
Sincerely,
Len Liptak
Chief Executive Officer
ProSomnus Sleep Technologies
1.844.537-5337 | 5860 West Las Positas Blvd., Suite 25,
Pleasanton, CA 94588 | ProSomnus.com
Important Information About the Proposed Business Combination and
Where to Find It
This letterrelates to a proposed business combination between Lakeshore
and ProSomnus. A full description of the terms of the business combination has and will be provided in a Registration Statement on Form S-4
and proxy statement to be filed with the SEC by Lakeshore. The proxy statement will be mailed to Lakeshore’s shareholders as of
a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. This letter does
not contain all the information that should be considered concerning the proposed business combination and is not intended to form the
basis of any investment decision or any other decision in respect of the proposed business combination. Lakeshore’s shareholders
and other interested persons are advised to read, when available, the Registration Statement on Form S-4 and proxy statement and
the amendments thereto and other documents filed in connection with the proposed business combination, as these materials will contain
important information about ProSomnus, Lakeshore and the proposed business combination. The Registration Statement on Form S-4 and
the proxy statement and other documents filed with the SEC, once available, may be obtained without charge at the SEC’s website
at www.sec.gov, or by directing a written request to Lakeshore Acquisition I Corp., 667 Madison Avenue, New York, NY 10065.
Participants in the Solicitation
Lakeshore, certain shareholders of Lakeshore, and their respective
directors and executive officers may be deemed participants in the solicitation of proxies from Lakeshore’s shareholders with respect
to the proposed business combination. A list of the names of Lakeshore’s directors and executive officers and a description of their
interests in Lakeshore is contained in Lakeshore’s registration statement on Form S-1, which was filed with the SEC and is
available free of charge at the SEC’s web site at www.sec.gov, or by directing a written request to Lakeshore Acquisition
I Corp., 667 Madison Avenue, New York, NY 10065. Additional information regarding the interests of such participants will be contained
in the Registration Statement on Form S-4 and proxy statement for the proposed business combination when available. ProSomnus and
its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Lakeshore
in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding
their interests in the proposed business combination will be included in the proxy statement for the proposed business combination when
available.
1.844.537-5337 | 5860 West Las Positas Blvd., Suite 25,
Pleasanton, CA 94588 | ProSomnus.com
Forward-looking Statements
Except for historical information contained herein, this letter
contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the
proposed business combination between Lakeshore and ProSomnus, the benefits of the transaction, the amount of cash the transaction
will provide ProSomnus, the anticipated timing of the transaction, the services and markets of ProSomnus, our expectations regarding
future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects
and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future
events. These forward-looking statements generally are identified by words such as “anticipate,” “believe,”
“expect,” “may,” “could,” “will,” “potential,” “intend,”
“estimate,” “should,” “plan,” “predict,” or the negative or other variations of such
statements, reflect our management’s current beliefs and assumptions and are based on the information currently available to
our management. Forward-looking statements are predictions, projections and other statements about future events that are based on
current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual
results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not
limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of Lakeshore’s securities; (ii) the risk that the transaction may not be completed by Lakeshore’s business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Lakeshore;
(iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business
combination agreement by the stockholders of Lakeshore, the satisfaction of the minimum cash amount following any redemptions by
Lakeshore’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a
third-party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the
announcement or pendency of the transaction on ProSomnus’s business relationships, operating results and business generally;
(vii) risks that the proposed transaction disrupts current plans and operations of ProSomnus; (viii) the outcome of any
legal proceedings that may be instituted against ProSomnus or Lakeshore related to the business combination agreement or the
proposed transaction; (ix) the ability to maintain the listing of Lakeshore’s securities on a national securities
exchange; (x) changes in the competitive industries in which ProSomnus operates, variations in operating performance across
competitors, changes in laws and regulations affecting ProSomnus’s business and changes in the combined capital structure;
(xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and ProSomnus’s
industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions; (xiv) the inability to complete its debt financing; and
(xv) risks and uncertainties related to ProSomnus’s business, including, but not limited to, risks relating to the
uncertainty of the projected financial information with respect to ProSomnus; risks related to ProSomnus’s limited operating
history, the roll-out of ProSomnus’s business and the timing of expected business milestones; ProSomnus’s ability to
implement its business plan and scale its business, which includes the recruitment of healthcare professionals to prescribe and
dentists to deliver ProSomnus oral devices; the understanding and adoption by dentists and other healthcare professionals of
ProSomnus oral devices for mild-to-moderate OSA; expectations concerning the effectiveness of OSA treatment using ProSomnus oral
devices and the potential for patient relapse after completion of treatment; the potential financial benefits to dentists and other
healthcare professionals from treating patients with ProSomnus oral devices and using ProSomnus’s
monitoring tools; ProSomnus’s potential profit margin from sales of ProSomnus oral devices; ProSomnus’s ability to
properly train dentists in the use of the ProSomnus oral devices and other services it offers in their dental practices;
ProSomnus’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to
drive revenue growth; ProSomnus’s ability to expand internationally; the viability of ProSomnus’s intellectual property
and intellectual property created in the future; acceptance by the marketplace of the products and services that ProSomnus markets;
government regulations and ProSomnus’s ability to obtain applicable regulatory approvals and comply with government
regulations, including under healthcare laws and the rules and regulations of the U.S. Food and Drug Administration; and the
extent of patient reimbursement by medical insurance in the United States and internationally. The foregoing list of factors is not
exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of proxy statement, when available, and other documents filed by Lakeshore from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date on which
they are made, and neither ProSomnus nor Lakeshore assume any obligation to update or revise any forward-looking statements or other
information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue
reliance on these forward-looking statements. Neither Lakeshore nor ProSomnus gives any assurance that either Lakeshore or
ProSomnus, or the combined company, will achieve its expectations.
1.844.537-5337 | 5860 West Las Positas Blvd., Suite 25,
Pleasanton, CA 94588 | ProSomnus.com
Non-solicitation
This letter is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential business combination or any other matter and shall not
constitute an offer to sell or a solicitation of an offer to buy the securities of Lakeshore, ProSomnus or the combined company, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
1.844.537-5337 | 5860 West Las Positas Blvd., Suite 25,
Pleasanton, CA 94588 | ProSomnus.com
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