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 exemptedcompanyfor the purpose of entering into a merger,share exchange,asset acquisition,share purchase,recapitalization, reorganization or similar business combination with one or more businesses or entities, which werefer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective targetbusiness will not be limited to a particular industry, while we intend to focus on identifying a prospective targetbusiness in North America, South America, Europe, or Asia. We do not have any specific business combinationunder consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted anyprospective target business or had any substantive discussions, formal or otherwise, with respect to such atransaction with our company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneordinary share and one right. Each right entitles the holder thereof to receive one-sixth of one ordinary share uponthe consummation of an initial business combination, as described in more detail in this prospectus. No fractionalshares will be issued upon conversion of the rights. As a result, you must have six (6) rights to receive one ordinaryshare at the closing of the initial business combination. We have also granted the underwriters a 45-day option fromthe 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 uponthe completion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below calculated as of two business days prior to theconsummation of our initial business combination, including interest (net of amounts withdrawn to pay our taxes),divided by the number of then issued and outstanding ordinary shares that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, subject to the limitations described herein. If we seekshareholder approval of our initial business combination and we do not conduct redemptions in connection with ourinitial business combination pursuant to the tender offer rules, our amended and restated memorandum and articlesof association (our “memorandum and articles of association”) provide that a public shareholder, together with anyaffiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to morethan an aggregate of 20% of the shares sold in this offering, without our prior consent, as described in more detail inthis prospectus. Our public shareholders will be permitted to redeem their shares regardless of whether they abstain,vote for, vote against, or vote at all with respect to the proposed business combination. We have until the date that is 15 months from the closing of this offering, or until such earlier liquidation date as ourboard of directors may approve, to consummate our initial business combination. If we anticipate that we may beunable to consummate our initial business combination within such 15-month period, we may seek shareholderapproval to amend our memorandum and articles of association to extend the date by which we must consummateour initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% ofour public shares if we have not consummated an initial business combination within the time periods describedherein or with respect to any other material provisions relating to shareholders’ rights or pre-initial businesscombination activity). If we seek shareholder approval for an extension, holders of public shares will be offered anopportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, including interest (net of funds withdrawn to pay our taxes), divided by the number ofthen issued and outstanding public shares, subject to applicable law. We refer to the time period we have tocomplete an initial business combination, as it may be extended as described above, as the “completion window.” If we have not completed our initial business combination within the completion window, we will redeem 100% of theissued and outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, including interest (net of funds withdrawn to pay our taxes and up to $50,000 of interestto pay dissolution expenses), divided by the number of then issued and outstanding public shares, su