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

On March 10, 2023, Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the "Company"), the lender named therein (the "Lender"), and RedOne Investment Limited, a British Virgin Islands company (the "Sponsor") and Nature's Miracle, Inc., a Delaware corporation ("Nature's Miracle") as guarantors (collectively, the "Guarantors"), entered into a Loan Agreement (the "Loan Agreement").

Pursuant to the Loan Agreement, the Lender agreed, subject to the terms and conditions set forth in the Loan Agreement, to loan the Company an aggregate amount of $250,000 (the "Loan"). The Loan does not bear interest; provided that, if the Loan is not repaid by the maturity date on June 11, 2023, then the outstanding amount will bear interest at the London Interbank Offered Rate (LIBOR) Index Rate in effect at the time with accrued interest. If the Lender does not receive repayment of the Loan amount by the maturity date, the Lender may, at its option, declare all outstanding sums owed under the Loan Agreement to be immediately due and payable.

The Guarantors have jointly and severally guaranteed the repayment of the Loan to the Lender and the performance by the Company of all of its duties and obligations under the Loan Agreement. The Loan is secured by a first-priority security interest in the 1,725,000 ordinary shares of the Company held by the Sponsor, up to the amount of the Loan.

The proceeds of the Loan have been deposited in the Company's trust account in connection with extending the business combination completion window until June 11, 2023.

The Loan Agreement also provides for the issuance to the Lender of 25,000 shares of common stock of the post-business combination company no later than the maturity date, and also provides for customary registration rights for such shares.

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

Item 9.01. Financial Statements and Exhibits





(d) Exhibits:



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




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