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  4. [8-K] Lakeshore Acquisition III Corp. Reports Material Event

Lakeshore Acquisition III (NASDAQ: LCCC) holders back merger deadline extension

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lakeshore Acquisition III Corp. extended its timeline to complete an initial business combination after shareholders approved amendments to its charter and trust agreement at a July 27, 2026 extraordinary general meeting. The new framework allows up to twelve one-month extensions from August 1, 2026 to August 1, 2027, with $67,500 deposited into the trust account for each extension.

The company filed a Second Amended and Restated Memorandum and Articles of Association, effective July 27, 2026, giving it up to 27 months from its initial public offering, or until August 1, 2027, to close a deal. Of 8,905,000 ordinary shares outstanding as of the record date, 7,295,014 were represented at the meeting, and shareholders tendered 5,082,213 ordinary shares for redemption. On July 27, 2026, CPRO Electronics Co. Ltd. wired the first $67,500 extension payment, moving the current merger deadline from August 1, 2026 to September 1, 2026.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding at record date 8,905,000 ordinary shares Outstanding and entitled to vote as of July 1, 2026 record date
Shares represented at EGM 7,295,014 ordinary shares Approximately 81.92% of outstanding shares present or represented by proxy
Charter amendment votes for 5,702,758 shares Votes in favor of Charter Amendment Proposal at extraordinary general meeting
Trust amendment votes for 5,446,677 shares Votes in favor of Trust Amendment Proposal at extraordinary general meeting
Shares redeemed 5,082,213 ordinary shares Aggregate ordinary shares tendered for redemption in connection with the EGM
Monthly extension payment $67,500 per one-month extension Amount to be deposited into trust account for each of up to 12 extensions
Maximum extension period 27 months from IPO (until August 1, 2027) Outer limit to consummate an initial business combination under Amended Charter
extraordinary general meeting regulatory
"held its extraordinary general meeting (the “EGM”)"
Investment Management Trust Agreement financial
"Amendment No. 1 to the Investment Management Trust Agreement"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
trust account financial
"by depositing into the trust account $67,500 per one-month extension"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
special resolution regulatory
"required approval by a special resolution, being at least two-thirds"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
ordinary resolution regulatory
"required approval by an ordinary resolution, being a majority"
An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.
Second Amended and Restated Memorandum and Articles of Association regulatory
"filed the Second Amended and Restated Memorandum and Articles of Association"

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FAQ

What did Lakeshore Acquisition III Corp. (LCCC) shareholders approve at the July 27, 2026 EGM?
Shareholders approved charter and trust agreement amendments allowing Lakeshore Acquisition III Corp. to extend its business combination deadline. The new structure permits up to twelve one-month extensions from August 1, 2026 to August 1, 2027, each funded by a trust account deposit.

How long can Lakeshore Acquisition III Corp. (LCCC) now take to complete its initial business combination?
The company now has up to 27 months from its IPO, or until August 1, 2027, to complete an initial business combination. This reflects the Second Amended and Restated Memorandum and Articles of Association filed on July 29, 2026, effective July 27, 2026.

What are the financial terms of each extension for Lakeshore Acquisition III Corp. (LCCC)?
Each one-month extension requires a $67,500 deposit into the company’s trust account. The trust agreement amendment permits up to twelve such monthly extensions, providing additional time to close a business combination while adding cash to the trust for public shareholders.

How many Lakeshore Acquisition III Corp. (LCCC) shares were redeemed in connection with the EGM?
In connection with the extraordinary general meeting, holders tendered 5,082,213 ordinary shares for redemption. The record date base was 8,905,000 ordinary shares outstanding, giving context for the scale of redemptions relative to the eligible voting pool.

What was the shareholder turnout and voting outcome for LCCC’s proposals?
A total of 7,295,014 ordinary shares, or approximately 81.92% of shares outstanding as of the record date, were represented. The charter amendment received 5,702,758 votes for and 1,592,192 against; the trust amendment received 5,446,677 for and 1,848,273 against.

Who funded the first extension payment for Lakeshore Acquisition III Corp. (LCCC) and what was the impact?
On July 27, 2026, CPRO Electronics Co. Ltd. wired the first $67,500 extension payment to the trust account. This payment extended the company’s initial business combination deadline by one month, shifting it from August 1, 2026 to September 1, 2026.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 27, 2026

 

Lakeshore Acquisition III Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

001-42623

 

N/A

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

667 Madison Avenue

New York, NY

 

10065

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (917) 327-9933

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Units, each consisting of one ordinary share and one right to receive one-sixth of one ordinary share

 

LCCCU

 

The Nasdaq Stock Market LLC

Ordinary shares

 

LCCC

 

The Nasdaq Stock Market LLC

Rights

 

LCCCR

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 27, 2026, Lakeshore Acquisition III Corp. (the “Company”) held its extraordinary general meeting (the “EGM”), at which the shareholders voted on (i) the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which it has to consummate a business combination for an additional twelve (12) months from August 1, 2026 to August 1, 2027, on a month-to-month basis (the “Charter Amendment Proposal”), and (ii) a proposal to approve the Amendment No. 1 to the Investment Management Trust Agreement (the “Trust Amendment”) with Wilmington Trust, N.A. (the “Trustee”), amending the Investment Management Trust Agreement, dated April 29, 2025, between the Company and the Trustee, to allow the Company to extend the date by which it must consummate a business combination up to twelve (12) times, for an additional one (1) month each time, by depositing into the trust account $67,500 per one-month extension (the “Trust Amendment Proposal”). For more information on the proposals, please refer to the definitive proxy statement filed by the Company with the Securities and Exchange Commission on July 7, 2026, as supplemented by the proxy supplement filed by the Company with the Securities and Exchange Commission on July 9, 2026. The Company’s shareholders approved the Charter Amendment Proposal and the Trust Amendment Proposal at the EGM.

 

On July 27, 2026, following approval by the Company’s shareholders at the EGM, the Company entered into the Trust Amendment with the Trustee. The foregoing description of the Trust Amendment is not complete and is subject to and qualified in its entirety by reference to the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the provisions of which are incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Following approval by the Company’s shareholders at the EGM, on July 29, 2026, the Company filed the Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), which is effective as of July 27, 2026, with the Registrar of Companies of the Cayman Islands, under which the Company has up to 27 months from its initial public offering (i.e., until August 1, 2027) to consummate an initial business combination.

 

The foregoing description of the Amended Charter is not complete and is subject to and qualified in its entirety by reference to the Amended Charter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and the provisions of which are incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

As of July 1, 2026, the record date for the EGM, there were 8,905,000 ordinary shares outstanding and entitled to vote. At the EGM, 7,295,014 ordinary shares, representing approximately 81.92% of the total outstanding ordinary shares as of the record date, were present in person or by virtual attendance or represented by proxy, constituting a quorum for the transaction of business. Adoption of the Charter Amendment Proposal required approval by a special resolution, being at least two-thirds of the ordinary shares present in person or by virtual attendance or represented by proxy which were present at the EGM and were voted. Adoption of the Trust Amendment Proposal required approval by an ordinary resolution, being a majority of the ordinary shares present in person or by virtual attendance or represented by proxy which were present at the EGM and were voted. The voting results were as follows:

 

Proposal

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

BROKER

NON-VOTE

 

Charter Amendment Proposal

 

 

5,702,758

 

 

 

1,592,192

 

 

 

0

 

 

 

64

 

Trust Amendment Proposal

 

 

5,446,677

 

 

 

1,848,273

 

 

 

0

 

 

 

64

 

 

Redemption of Ordinary Shares

 

In connection with the shareholders’ vote at the EGM, an aggregate of 5,082,213 ordinary shares were tendered for redemption.

 

Item 8.01 Other Events.

 

On July 27, 2026, CPRO Electronics Co. Ltd. (“CPRO Korea”) wired the first extension payment of $67,500 to the Company’s trust account pursuant to the merger agreement dated May 22, 2026 by and among the Company, CPRO Korea, and certain other parties thereto. As a result, the Company elected to extend the deadline by which it must consummate its initial business combination by one (1) month, from August 1, 2026 to September 1, 2026.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1

 

Second Amended and Restated Memorandum and Articles of Association.

10.1

 

Amendment No. 1 to the Investment Management Trust Agreement, dated as of July 27, 2026, by and between the Company and Wilmington Trust, N.A.

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 
2

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Lakeshore Acquisition III Corp.

 

 

 

 

 

 

By:

/s/ Deyin (Bill) Chen

 

 

Name:

Deyin (Bill) Chen

 

 

Title:

Chief Executive Officer

 

 

 

 

 

Dated: July 30, 2026

 

 

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

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