LakeShore Biopharma buyer group halts merger

LakeShore Biopharma’s buyer group has determined that recent arbitration awards mean its planned merger cannot proceed on current terms.

Rhea-AI Filing Summary

LakeShore Biopharma’s buyer group has determined that recent arbitration awards mean its planned merger cannot proceed on current terms. Three awards from the Kaifeng Arbitration Commission require certain PRC subsidiaries to pay about RMB576.5 million, which the group believes causes a “Company Material Adverse Effect” under the merger agreement.

Because this condition to closing can no longer be met, the buyer group has notified the company it will not proceed with closing and its members will not attend or vote at the February 12, 2026 extraordinary general meeting. The group, however, plans to discuss potential amended transaction terms with the issuer.

Positive

• None.

Negative

• Buyer group declares a Company Material Adverse Effect and will not close the merger on current terms, stating that the condition requiring no such effect cannot be satisfied, so closing cannot reasonably be expected even with shareholder approval.
• Kaifeng Arbitration Commission awards impose approximately RMB576.5 million of liabilities on PRC subsidiaries, which the buyer group believes could leave the issuer unable to pay debts as they come due, materially worsening its overall financial condition.

Insights

M&A and special situations analyst

Large arbitration awards lead the buyer group to walk away from LakeShore’s current merger terms.

The buyer group cites three Kaifeng Arbitration Commission awards totaling about RMB576.5 million against certain PRC subsidiaries as creating a “Company Material Adverse Effect.” Under the merger agreement, this lets the buyer group refuse to close if such an effect has occurred and is continuing.

They state that, given these liabilities, the condition requiring no Company Material Adverse Effect cannot be satisfied, so closing the merger cannot reasonably be expected even if shareholders approve it at the February 12, 2026 meeting. Instead, they will not attend or vote, and will consider whether revised terms are acceptable after good faith discussions with the issuer.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does LakeShore Biopharma (LSB) disclose about the planned merger?

The buyer group now believes the merger cannot close on current terms. They state that a Company Material Adverse Effect has occurred, so a key closing condition cannot be satisfied and closing cannot reasonably be expected, even if shareholders approve the deal at the extraordinary general meeting.

How large are the arbitration awards mentioned in the LakeShore Biopharma (LSB) filing?

The filing reports total awards of approximately RMB576.5 million. Three arbitral awards from the Kaifeng Arbitration Commission require certain PRC subsidiaries to pay this amount for alleged financial liabilities, which the buyer group views as materially harming the issuer’s financial condition.

Why does the buyer group see a Company Material Adverse Effect at LakeShore Biopharma (LSB)?

The group cites substantial new monetary liabilities from the arbitration awards. It believes these liabilities materially damage the issuer’s business and financial condition and could make it unable to pay debts, fitting the merger agreement’s definition of a Company Material Adverse Effect.

Will the LakeShore Biopharma (LSB) buyer group vote at the extraordinary general meeting?

The buyer group says its members will not attend or vote. After concluding that the closing condition tied to absence of a Company Material Adverse Effect cannot be met, they informed the issuer they will not participate in the February 12, 2026 extraordinary general meeting.

Is the LakeShore Biopharma (LSB) merger completely abandoned or still negotiable?

The current terms are rejected, but revised terms remain possible. The buyer group has decided not to close the merger on existing terms but intends to engage in good faith discussions with the issuer to explore amended transactions acceptable to the buyer group.

What ownership stake do key LakeShore Biopharma (LSB) reporting persons hold?

One reporting person beneficially owns 21,021,332 ordinary shares, or 51.0%. Percentages are calculated using 41,212,693 ordinary shares outstanding as of June 30, 2025, as disclosed in the issuer’s Form 20-F filed on July 31, 2025.

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Accepted by SEC EDGAR 02/05/2026 - 07:42 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

LakeShore Biopharma Co., Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0002 per share

(Title of Class of Securities)

G9845F208

(CUSIP Number)

Huaqin Xue
c/o Kingston Chambers, PO Box 173, Road Town
Tortola, D8, VG1110
86 133 3571 1066

Oceanpine Capital Inc.
c/o Suite 2207-9, 22/F, Tower Two, Lippo Centre, 89 Queensway
Admiralty, K3, 000000
86 (10) 6195 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Huaqin Xue

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment (as defined below). Each ordinary share is entitled to one vote. Crystal Investment is a wholly owned subsidiary of Crystal Holdings (as defined below). Huaqin Xue is a director of both Crystal Investment and Crystal Holdings and is the sole shareholder of Crystal Holdings. Based on the foregoing, Huaqin Xue may be deemed to be the beneficial owner of the ordinary shares held by Crystal Investment. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Crystal Peak Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment, which is wholly owned by Crystal Holdings. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Crystal Peak Investment Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Dave Liguang Chenn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 462,760.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 462,760.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

462,760.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents (i) 410,560 ordinary shares held by Oceanpine Investment (as defined below), and (ii) 52,200 ordinary shares held by Oceanpine Capital (as defined below). Each ordinary share is entitled to one vote. As Dave Liguang Chenn is the managing partner of both Oceanpine Investment and Oceanpine Capital, he may be deemed to be the beneficial owner of the ordinary shares held by Oceanpine Investment and Oceanpine Capital. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Oceanpine Investment Fund II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 410,560.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 410,560.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

410,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 410,560 ordinary shares held by Oceanpine Investment. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Oceanpine Capital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 52,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 52,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

52,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 52,200 ordinary shares held by Oceanpine Capital. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Adjuvant Capital Management, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 290,298.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 290,298.00

11

Aggregate amount beneficially owned by each reporting person

290,298.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.70 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents (i) 243,630 ordinary shares held by Adjuvant Fund (as defined below) and (ii) 46,668 ordinary shares held by Adjuvant Fund DE (as defined below). Each ordinary share is entitled to one vote. Adjuvant GP (as defined below) is the sole general partner of Adjuvant Fund and Adjuvant Fund DE. Adjuvant Management (as defined below) is the sole general partner of Adjuvant GP. Therefore, Adjuvant Management may be deemed to be the beneficial owner of the ordinary shares held by Adjuvant Fund and Adjuvant Fund DE. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Adjuvant Capital GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 290,298.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 290,298.00

11

Aggregate amount beneficially owned by each reporting person

290,298.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.70 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents (i) 243,630 ordinary shares held by Adjuvant Fund and (ii) 46,668 ordinary shares held by Adjuvant Fund DE. Each ordinary share is entitled to one vote. Adjuvant GP is the sole general partner of Adjuvant Fund and Adjuvant Fund DE, and may be deemed to beneficially own the ordinary shares held by Adjuvant Fund and Adjuvant Fund DE. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Adjuvant Global Health Technology Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 243,630.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 243,630.00

11

Aggregate amount beneficially owned by each reporting person

243,630.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.59 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents 243,630 ordinary shares held by Adjuvant Fund. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Adjuvant Global Health Technology Fund DE, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 46,668.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 46,668.00

11

Aggregate amount beneficially owned by each reporting person

46,668.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.11 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents 46,668 ordinary shares held by Adjuvant Fund DE. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

MSA China Growth Fund II GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.27 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 112,904 ordinary shares held by MSA Growth (as defined below). Each ordinary share is entitled to one vote. MSA China Growth (as defined below) is the general partner of MSA Growth, and may be deemed to beneficially own the ordinary shares held by MSA Growth. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

MSA Growth Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.27 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 112,904 ordinary shares held by MSA Growth. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Superstring Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,792.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,792.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

30,792.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.07 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 30,792 ordinary shares held by Superstring Capital (as defined below). Each ordinary share is entitled to one vote. Superstring Management (as defined below) serves as the investment manager of Superstring Capital, and may be deemed to beneficially own the ordinary shares held by Superstring Capital. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Superstring Capital Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,792.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,792.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

30,792.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.07 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 30,792 ordinary shares held by Superstring Capital. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP No. G9845F208

1

Name of reporting person

Epiphron Capital (Hong Kong) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 70,083.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 70,083.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

70,083.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.17 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 70,083 ordinary shares held by Epiphron Capital (as defined below). Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0002 per share
(b)	Name of Issuer: LakeShore Biopharma Co., Ltd
(c)	Address of Issuer's Principal Executive Offices: Building No. 2, 38 Yongda Road, Daxing Biomedical Industry Park, Daxing, Beijing, CHINA , 102629.
Item 1 Comment: This statement on Schedule 13D constitutes Amendment No. 4 to the initial Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission as of July 22, 2025, as amended by Amendment No. 1 to the Original Schedule 13D filed as of August 27, 2025, Amendment No. 2 to the Original Schedule 13D filed as of October 29, 2025, and Amendment No. 3 to the Original Schedule 13D filed as of November 4, 2025 (together with the Original Schedule 13D, the "Original Filings"), with respect to the ordinary shares, par value $0.0002 per share (the "Ordinary Shares") of the Issuer. Except as amended and supplemented herein, the Original Filings are unmodified and remain in full force and effect as to the applicable reporting persons thereof.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by adding the following at the end thereof: On January 20, 2026, the Issuer announced that it had called an extraordinary general meeting of shareholders (the "EGM"), to be held on February 12, 2026, to consider and vote on, among other matters, the proposal to authorize and approve the Merger Agreement and the Transactions contemplated thereby, including the Merger. On January 29, 2026, the Issuer announced that it had received three arbitral awards (the "Awards") issued by the Kaifeng Arbitration Commission on January 21, 2026 and January 22, 2026, which require certain PRC subsidiaries of the Issuer involved in the Awards to pay a total amount of approximately RMB576.5 million for alleged financial liabilities. Following the Issuer's announcement of the Awards, the Buyer Group has carefully assessed the associated risks and implications based on currently available information. The Buyer Group has determined that the financial liabilities imposed by the Awards would have a material adverse impact on the Issuer's overall financial condition, including potentially rendering the Issuer unable to pay its debts as they become due and payable. Accordingly, the Buyer Group believes that such circumstances constitute a "Company Material Adverse Effect" as defined in the Merger Agreement. Pursuant to the Merger Agreement, a "Company Material Adverse Effect" includes, among other things, any event or change that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets, liabilities, or results of operations of the group companies of the Issuer, taken as a whole, or that prevents or materially delays or would reasonably be expected to prevent or materially delay the consummation of the Merger by the Issuer or otherwise be material adverse to the Issuer's ability to perform its material obligations under the Merger Agreement. As previously disclosed in this Schedule 13D, completion of the Merger is subject to various conditions, including, among other things: (i) no Company Material Adverse Effect having occurred and being continuing since the date of the Merger Agreement, and (ii) the approval of at least two-thirds of the voting power of the outstanding Ordinary Shares present and voting together as a single class. Pursuant to Section 8.2(c) of the Merger Agreement, if a Company Material Adverse Effect has occurred and is continuing following the date of the Merger Agreement, Parent and Merger Sub have the right not to consummate the Merger. Based on the foregoing, the Buyer Group has determined that a Company Material Adverse Effect has occurred and may reasonably be expected to continue as a result of the substantial monetary liabilities imposed by the Awards. Consequently, the closing condition relating to the absence of a Company Material Adverse Effect cannot reasonably be expected to be satisfied. As a result, the closing of the Merger cannot reasonably be expected to occur, regardless of whether the shareholders of the Company approve the Merger at the EGM. Accordingly, on February 4, 2026, the Buyer Group notified the Issuer in writing of (i) its determination that a Company Material Adverse Effect has occurred, (ii) its decision not to proceed with the closing of the Merger on the current terms, and (iii) its determination that the members of the Buyer Group will not attend or vote at the EGM in light of these developments and uncertainty surrounding the closing of the Merger. Notwithstanding the foregoing, the Buyer Group intends to engage in good faith discussions with the Issuer to explore potential solutions to address the aforementioned Company Material Adverse Effect and to evaluate whether the Transactions may be amended on terms and conditions acceptable to the Buyer Group. The Reporting Persons intend to continue to review and assess their positions on an ongoing basis, and reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above as circumstances warrant. Any material changes to the Reporting Persons' plans or proposals will be promptly disclosed in an amendment to this Schedule 13D to the extent required by law. Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 41,212,693 Ordinary Shares outstanding as of June 30, 2025 as disclosed in the Issuer's Form 20-F, filed on July 31, 2025. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.
(b)	See Item 5(a) above.
(c)	Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.
(d)	Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons' Response to Item 4 of this Amendment No. 4 to Schedule 13D is incorporated by reference to this Item 6. To the best knowledge of the Reporting Persons, except as provided herein or incorporated by reference in this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.16 Joint Filing Agreement dated February 5, 2026 by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Huaqin Xue

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue
Date:	02/05/2026

Crystal Peak Holdings Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue/Director
Date:	02/05/2026

Crystal Peak Investment Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue/Director
Date:	02/05/2026

Dave Liguang Chenn

Signature:	/s/ Dave Liguang Chenn
Name/Title:	Dave Liguang Chenn
Date:	02/05/2026

Oceanpine Investment Fund II LP

Signature:	/s/ Dave Liguang Chenn
Name/Title:	Dave Liguang Chenn/Director
Date:	02/05/2026

Oceanpine Capital Inc.

Signature:	/s/ Jiayu Yang
Name/Title:	Jiayu Yang/Director
Date:	02/05/2026

Adjuvant Capital Management, L.L.C.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	02/05/2026

Adjuvant Capital GP, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	02/05/2026

Adjuvant Global Health Technology Fund, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	02/05/2026

Adjuvant Global Health Technology Fund DE, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	02/05/2026

MSA China Growth Fund II GP, LLC

Signature:	/s/ Yu (Jenny) Zeng
Name/Title:	Yu (Jenny) Zeng/Manager
Date:	02/05/2026

MSA Growth Fund II, L.P.

Signature:	/s/ Yu (Jenny) Zeng
Name/Title:	Yu (Jenny) Zeng/Managing Partner
Date:	02/05/2026

Superstring Capital Management LP

Signature:	/s/ Ting Guo
Name/Title:	Ting Guo/Managing Partner
Date:	02/05/2026

Superstring Capital Master Fund LP

Signature:	/s/ Ting Guo
Name/Title:	Ting Guo/General Partner
Date:	02/05/2026

Epiphron Capital (Hong Kong) Limited

Signature:	/s/ Sherry Xiaoyu Liu
Name/Title:	Sherry Xiaoyu Liu/Director
Date:	02/05/2026