Lakeshore Acquisition III Corp美股招股说明书(2025-04-30版)

Lakeshore Acquisition III Corp. 6,000,000Units Lakeshore Acquisition III Corp. is a blank check company newly incorporated as a Cayman Islands exempted company for the pentering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combinone or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Our efforts toprospective target business will not be limited to a particular industry, while we intend to focus on identifying a prospective target bNorth America, South America, Europe, or Asia. We do not have any specific business combination under consideration and we havhas anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,otherwise, with respect to such a transaction with our company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share andEach right entitles the holder thereof to receive one-sixth of one ordinary share upon the consummation of an initial business combidescribed in more detail in this prospectus. No fractional shares will be issued upon conversion of the rights. As a result, you must harights to receive one ordinary share at the closing of the initial business combination. We have also granted the underwriters a 45-dfrom the date of this prospectus to purchase up to an additional 900,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completiinitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust accountbelow calculated as of two business days prior to the consummation of our initial business combination, including interest (net owithdrawn to pay our taxes), divided by the number of then issued and outstanding ordinary shares that were sold as part of the unoffering, which we refer to collectively as our public shares, subject to the limitations described herein. If we seek shareholder approinitial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the terules, our amended and restated memorandum and articles of association (our “memorandum and articles of association”) provide thashareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregaof the shares sold in this offering, without our prior consent, as described in more detail in this prospectus. Our public shareholdepermitted to redeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposedcombination. We have until the date that is 15 months from the closing of this offering, or until such earlier liquidation date as our board of direapprove, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initialcombination within such 15-month period, we may seek shareholder approval to amend our memorandum and articles of associationthe date by which we must consummate our initial business combination (as well as to modify the substance or timing of our oblredeem 100% of our public shares if we have not consummated an initial business combination within the time periods described hererespect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity). If we seek shapproval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payablequal to the aggregate amount then on deposit in the trust account, including interest (net of funds withdrawn to pay our taxes), dividnumber of then issued and outstanding public shares, subject to applicable law. We refer to the time period we have to completebusiness combination, as it may be extended as described above, as the “completion window.” If we have not completed our initiacombination within the completion window, we will redeem 100% of the issued and outstanding public shares at a per-share price, pcash, equal to the aggregate amount then on deposit in the trust account, including interest (net of funds withdrawn to pay our taxes$50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to appliand as further described herein. Our sponsor, RedOne Investment Limited, a BVI business company (which we refer to as our “sponsor” throughout this prospecommitted to purchase 266,500 units, or “private units” (or 280,000 private units if the underwriters’ option to purchase additionexercised in f