Nature's Miracle Inc. signed a letter of intent to acquire Lakeshore Acquisition II Corp. (NasdaqGM:LBBB) from a group of shareholders in a reverse merger transaction on July 15, 2022. Nature's Miracle Inc. entered into a definitive business combination agreement to acquire Lakeshore Acquisition II Corp. from a group of shareholders for approximately $230 million in a reverse merger transaction on September 9, 2022. Pursuant to the merger agreement, Nature's Miracle will merge with LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Lakeshore, with Nature's Miracle surviving and Lakeshore acquiring 100% of the equity securities of Nature's Miracle. In exchange for their equity securities, the stockholders of Nature's Miracle will receive 23 million shares of common stock of Lakeshore with an aggregate value equal to: (a) $230 million minus (b) any Closing Net Indebtedness. The implied pro-forma enterprise value of the combined company is approximately $265 million, assuming no redemptions from the trust account. Upon closing, the combined company is expected to change its name to Nature's Miracle Holding Inc. and its common stock is expected to be traded on the Nasdaq Global Market. The parties agreed that immediately following the Closing, Lakeshore?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 Nature?s Miracle?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).

The transaction is subject to the approval of the stockholders of Lakeshore and Nature's Miracle; the consents required to be obtained from or made with any third person have each been obtained or made; upon the closing, after giving effect to the Redemption, Lakeshore shall have net tangible assets of at least $5,000,001; the members of the Post-Closing Lakeshore Board shall have been elected or appointed as of the closing consistent with the requirement; the Registration Statement shall have been declared effective by the SEC; Lakeshore common stock issued as merger consideration shall have been approved for listing on Nasdaq; execution and delivery of Escrow agreement, registration rights agreement, employment agreements, non-competition agreement; Lakeshore shall have received written resignations, effective as of the Closing, of each of the directors and officers of Nature's Miracle as requested; and other customary closing conditions. The merger has been unanimously approved by the boards of directors of each of Lakeshore and Nature's Miracle. Lakeshore Board unanimously recommends that Lakeshore shareholders vote for the merger. The transaction is expected to close in the first quarter of 2023. As per filling on July 11, 2023, $80,000 was deposited into Lakeshore Acquisition trust account to extend the period of time the company will have to consummate its initial business combination by one month, or until August 11, 2023. As of August 10, 2023, $0.08 million was deposited into the Company?s trust account to extend the period of time the Company will have to consummate its initial business combination by one month, or until September 11, 2023. As of September 11, 2023, $0.08 million was deposited into the company?s trust account to extend the period of time the company will have to consummate its initial business combination by one month, or until October 11, 2023. The Company may further extend the period of time it will have to consummate its initial business combination up to an additional three (3) months, or until up to December 11, 2023, by depositing $0.08 million into the Company?s trust account for each one month extension. On November 9, 2023, $80,000 was deposited into the Lakeshore?s trust account to extend the period of time Lakeshore will have to consummate its initial business combination by one month, or until December 11, 2023. On December 8, 2023, the outside date is extended from December 11, 2023 to March 11, 2024. As of February 15, 2024, the transaction has been approved by the shareholders of Lakeshore.

Joan Wu and Ying Li of Hunter Taubman Fischer & Li LLC. is acting as legal advisors to Nature's Miracle and Giovanni Caruso and Terry Bokosha of Loeb & Loeb LLP is acting as legal advisors to Lakeshore and RedOne Investment Limited. Loeb & Loeb LLP also provided due diligence services. Maxim Group LLC is acting as financial advisor to Lakeshore and also provided due diligence services. Newbridge Securities Corporation acted as financial advisor and rendered fairness opinion to Lakeshore Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Lakeshore. Morrow Sodali LLC acted as proxy solicitor to Lakeshore for a fee of $25,000, plus disbursements. As compensation for Newbridge?s services in connection with the rendering of its opinion to Lakeshore?s board of directors, Lakeshore agreed to pay Newbridge a fee of $150,000, $60,000 of the fee was paid upon delivery of the opinion and the remaining $90,000 is payable upon consummation of the business combination. Maxim Group will receive fees in connection with the Business Combination of an estimated $4,300,000 in cash or 430,000 shares of PubCo Common Stock.

Nature's Miracle Inc. completed the acquisition of Lakeshore Acquisition II Corp. (NasdaqGM:LBBB) from a group of shareholders in a reverse merger transaction on March 11, 2024. The Company will be led by Tie (James) Li, the Chairman of the Board and Chief Executive Officer, along with George Yutuc as the Chief Financial Officer. The Board of the combined company will consist of Tie (James) Li, Zhiyi (Jonathan) Zhang, Charles Jourdan Hausman, H. David Sherman, and Jon M. Montgomery. Nature?s Miracle Holding Inc. are expected to begin trading under the new ticker symbol ?NMHI? on the Nasdaq Global Market, and the warrants are expected to begin trading under the new ticker symbol ?NMHIW? on the Nasdaq Capital Market, on March 12, 2024. Sichenzia Ross Ference Carmel LLP acted as legal counsel to Nature?s Miracle.