Item 1.01 Entry into a Material definitive Agreement.

On April 10, 2023, Lakeshore Acquisition II Corp. (the "Company") entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"). The SEPA is being entered into in connection with the previously announced proposed Business Combination (the "Business Combination") between the Company, Nature's Miracle, Inc. ("Nature's Miracle"), and certain other parties thereto. Pursuant to the related merger agreement and plan of merger, dated as of September 9, 2022 (as may be amended from time to time, the "Merger Agreement"), the Company's ordinary shares, par value of US$0.0001 per share will be exchanged for shares of common stock, par value $0.0001 per share, of the post-Business Combination Company (the "Common Shares").

Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $60,000,000 of the Common Shares, at the Company's request any time during the commitment period commencing on the sixth (6th) trading day following the date (the "Effective Date") of closing of the Business Combination and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the Effective Date and (ii) the date on which Yorkville will have made payment of any Advances (as defined below) requested pursuant to the SEPA for the Common Shares equal to the commitment amount of $60,000,000. Each issuance and sale by the Company to Yorkville under the SEPA (an "Advance") is subject to a maximum limit equal to the greater of: (i) an amount equal to one hundred percent (100%) of the daily trading volume of the Company's Common Shares on the Nasdaq Stock Market ("Nasdaq") during regular trading hours for the five trading days immediately preceding an Advance notice, or (ii) $5,000,000, which amount may be increased upon mutual consent. The shares will be issued and sold to Yorkville at a per share price equal to, at the election of the Company as specified in the relevant Advance notice: (i) 95% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the "Option 1 Pricing Period"), and (ii) 97% of the Market Price for any three (3) consecutive trading days commencing on the Advance notice date (the "Option 2 Pricing Period," and each of the Option 1 Pricing Period and the Option 2 Pricing Period, a "Pricing Period"). "Market Price" is defined as, for any Option 1 Pricing Period, the daily volume weighted average price ("VWAP") of the Common Shares on Nasdaq, and for any Option 2 Pricing Period, the VWAP of the Common Shares on the Nasdaq during the Option 2 Pricing Period.





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The Advances are subject to certain limitations, including that Yorkville cannot purchase any shares that would result in it owning more than 9.99% of the Company's outstanding Common Shares at the time of an Advance (the "Ownership Limitation") or 19.99% of the Company's outstanding Common Shares as of the date of the closing of the Business Combination (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq. Additionally, if the total number of Common Shares traded on Nasdaq during the applicable Pricing Period is less than the Volume Threshold (as defined below), then the number of Common Shares issued and sold pursuant to such Advance notice will be reduced to the greater of (a) 30% of the trading volume of the Common Shares on Nasdaq during the relevant Pricing Period as reported by Bloomberg L.P., or (b) the number of Common Shares sold by Yorkville during such Pricing Period, but in each case not to exceed the amount requested in the Advance notice. "Volume Threshold" is defined as a number of Common Shares equal to the quotient of (a) the number of shares in the Advance notice requested by the Company divided by (b) 0.30.

Pursuant to the SEPA, the Company is required to register all shares which Yorkville may acquire. The Company agreed to file with the Securities and Exchange Commission (the "SEC") a Registration Statement (as defined in the SEPA) registering all of the Common Shares that are to be offered and sold to Yorkville pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can sell any shares to Yorkville pursuant to the SEPA.

The Company has paid YA Global II SPV, LLC, a subsidiary of Yorkville, a structuring fee in the amount of $25,000. In addition, no later than ten trading days following the closing of the Business Combination, the Company will pay a commitment fee in an amount equal to $300,000 (the "Commitment Fee") by the issuance to Yorkville of such number of Common Shares that is equal to the Commitment Fee divided by the lower of (i) the average VWAP for the seven consecutive trading days immediately after the close of the Business Combination or (ii) $10.00 per share.

Yorkville has agreed that neither it nor any of its affiliates will engage in any short-selling or hedging of the Company's Common Shares during the term of the SEPA.

The foregoing is a summary description of certain terms of the SEPA. For a full description of all terms, please refer to the copy of the SEPA that is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Report is incorporated by reference herein. The Common Shares are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits:



Exhibit No.   Description
10.1            Standby Equity Purchase Agreement dated April 10, 2023.
104           Cover Page Interactive Data File (formatted as Inline XBRL and contained
              in Exhibit 101)




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