Item 1.01 Entry into a Material definitive Agreement.

On September 9, 2022, Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, including after the Reincorporation (as defined below), the "Purchaser"), LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the "Merger Sub"), Nature's Miracle, Inc., a Delaware corporation ("Nature's Miracle" or the "Company"), Tie (James) Li, as the representative of the stockholders of Nature's Miracle, and RedOne Investment Limited, a British Virgin Islands company, the Purchaser's sponsor (the "Sponsor"), acting as the representative of the stockholders of Purchaser, entered into a Merger Agreement (the "Merger Agreement").

The Merger and Merger Consideration

Pursuant to the Merger Agreement, Nature's Miracle will merge with Merger Sub (the "Merger"), with Nature's Miracle surviving and the Purchaser acquiring 100% of the equity securities of Nature's Miracle. In exchange for their equity securities, the stockholders of Nature's Miracle (the "Company Stockholders") will receive an aggregate number of shares of common stock (the "Purchaser Common Stock") of the Purchaser (the "Merger Consideration") with an aggregate value equal to: (a) two hundred thirty million U.S. dollars ($230,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement).

At the effective time, each share of the Company's Common Stock issued and outstanding immediately prior to the effective time (other than the dissenting shares to be canceled) will be canceled and automatically converted into the right to receive, without interest, the applicable pro rata portion of the Closing Payment Shares (as defined below) for such number of shares of Company Common Stock. Under the Merger Agreement, "Closing Payment Shares" means such number of Purchaser Common Stock equal to $230,000,000, divided by $10.00.

The Merger Consideration otherwise payable to Company Stockholders is subject to the withholding of a number of shares of Purchaser Common Stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration, in accordance with the terms of the Merger Agreement following the Closing.

The parties agreed that immediately following the Closing, Purchaser's board of directors will consist of seven (7) individuals, with the identity of six of those individuals and allocation of all individuals among the staggered tiers of the post-business combination company's board of directors (and the appointment of such persons to committees of the board) to be determined by Nature's Miracle's current board of directors, and the remaining individual to be appointed by the Sponsor, subject to Nature's Miracle's approval (which approval will not be unreasonably withheld).

Reincorporation of the Purchaser

Immediately prior to the Merger, the Purchaser will 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 will adopt Delaware organizational documents, which will provide, among other things, that the name of the Purchaser will be amended to be "Nature's Miracle Holding Inc."

Immediately prior to the effective time of the Reincorporation, every issued and outstanding unit of the Purchaser ("Purchaser Unit") will separate into their individual components of one ordinary share of the Purchaser (the "Purchaser Ordinary Share"), one-half of one warrant of the Purchaser entitling the holder thereof to purchase one Purchaser Ordinary Share at a purchase price of $11.50 per share (the "Purchaser Warrants") and one right of the Purchaser entitling the holder thereof to receive one-tenth of one Purchaser Ordinary Share (the "Purchaser Rights"), and all Purchaser Units will cease to be outstanding and will automatically be canceled and retired and cease to exist. At the Reincorporation effective time, each Purchaser Ordinary Share will be converted into one share of Purchaser Common Stock and each Purchaser Warrant will remain outstanding but will be automatically adjusted to become one Purchaser Warrant under Delaware law. At the Closing, all Purchaser Rights will cease to be outstanding and will automatically be canceled and retired and will cease to exist. The holders of Purchaser Rights instead will receive one-tenth of one share of Purchaser Common Stock in exchange for the cancellation of each Purchaser Right; provided that no fractional shares will be issued and all fractional shares will be rounded down to the nearest whole share.

Representations and Warranties

In the Merger Agreement, Nature's Miracle makes certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Merger Agreement) relating to, among other things: (a) proper corporate organization of Nature's Miracle and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter documents and corporate records; (f) required consents and approvals; (g) financial information; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) ownership of real property; (l) licenses and permits; (m) compliance with laws, including those relating to foreign corrupt practices and money laundering; (n) ownership of intellectual property; (o) customers and suppliers; (p) employment and labor matters; (q) taxes and audits; (r) brokers and finders; (s) that Nature's Miracle is not an investment company; (t) absence of litigation; and (u) other customary representations and warranties.

In the Merger Agreement, Purchaser and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) litigation; (d) brokers and finders; (e) capital structure; (f) validity of share issuance; (g) validity of Nasdaq listing; (h) SEC filing requirements and financial statements; (i) that Purchaser is not an investment company; and (j) compliance with laws, including those relating to money laundering.

Conduct Prior to Closing; Covenants

Each of Nature's Miracle and Purchaser has agreed to, and cause its subsidiaries to, operate the business in the ordinary course, consistent with past practices, prior to the Closing (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains, among other things, covenants providing for:





    ?   Each party providing access to their books and records and providing
        information relating to their respective business to the other party, its
        legal counsel and other representatives;
. . .


Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

The information set forth above in Item 1.01 of this Report under the heading "Employment Agreement with Tie "James" Li" is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On September 9, 2022, Purchaser and Nature's Miracle issued a joint press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Purchaser and Nature's Miracle have prepared for use in connection with the announcement of the execution of the Merger Agreement.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
  2.1           Merger Agreement dated September 9, 2022
  10.1          Form of Purchaser Support Agreement
  10.2          Form of Voting and Support Agreement
  10.3          Form of Lock-up Agreement
  10.4          Form of Non-Competition and Non-Solicitation Agreement
  10.5          Form of Voting Agreement
  10.6          Form of 2022 Equity Incentive Plan
  10.7          Employment Agreement
  99.1          Press Release dated September 9, 2022
  99.2          Investor Presentation
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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