Lakeshore Acquisition III Corp.
For the period ended Jul 27, 2026. Filed Jul 7, 2026.
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Jul 27, 2026 · Filed Jul 7, 2026
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Contents
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Lakeshore Acquisition III Corp.
(Name of Registrant as Specified in its Charter)
** **(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
667 Madison Avenue,
July 7, 2026
Dear Shareholders:
On behalf of the Board of Directors of Lakeshore Acquisition III Corp. (the “Company,” “LCCC,” or “we”), I invite you to attend our Extraordinary General Meeting of Shareholders at 10:00 a.m. Eastern Time on July 27, 2026 (the “Extraordinary General Meeting”). We hope you can join us and participate by virtual attendance or in person. LCCC will be holding the Extraordinary General Meeting at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually viahttps://loeb.zoom.us/j/97886391179.
The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter are also available on SEC’s website at www.sec.gov., or may be obtained by contacting the Company. We are first mailing these materials to our shareholders on or about July 9, 2026.
As discussed in the enclosed Proxy Statement, the Extraordinary General Meeting will be devoted to:
| (i) | As a special resolution, a proposal to amend and restate (the “Charter Amendment”) the Company’s current amended and restated memorandum and articles of association (the “Charter”) to extend the date by which it has to consummate a business combination from August 1, 2026 (the “Current Termination Date”) to August 1, 2027, for an additional twelve months on a month-to-month basis (each an “Extension” and each such date, as so extended, the “Extended Termination Date”), by deleting the Charter in its entirety and substituting it by the adoption of the second amended and restated memorandum and articles of association in the form set forth in Annex A to the accompanying Proxy Statement (the “Amended Charter”) (we refer to this proposal as the “Charter Amendment Proposal”); |
| (ii) | As an ordinary resolution, a proposal to approve an amendment to the Investment Trust Agreement dated April 29, 2025 by and between the Company and Wilmington Trust, N.A. (the “Trustee”) in the form set forth in Annex B to the accompanying Proxy Statement (the “Trust Amendment”), to allow the Company to extend the Current Termination Date up to twelve (12) times for an additional one (1) month each time by depositing into the trust account (the “Trust Account”) an amount equal to $0.033 multiplied by the number of ordinary shares sold to the public (the “Public Shares”) in the Company’s initial public offering (the “IPO”) which remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Charter Amendment Proposal for each one-month extended, up to $67,500 per one-month extension (each, a “Monthly Extension Fee”) (we refer to this proposal as the “Trust Amendment Proposal”); and |
| (iii) | As an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Charter Amendment Proposal and the Trust Amendment Proposal (we refer to this proposal as the “Adjournment Proposal”). |
The purpose of the Charter Amendment Proposal, the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal is to allow the Company additional time to complete a business combination (the “Combination Period”). Pursuant to the Company’s current Charter, the Company has 15 months from the closing of the IPO to complete a business combination.
As previously announced, on May 22, 2026, the Company entered into a merger agreement (the “Merger Agreement,” and the transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”) with (i) CPRO Electronics Holding Limited, a British Virgin Islands business company (“CPRO”); (ii) CPRO Electronics Co., Ltd., a South Korean company, which will become a wholly-owned subsidiary of CPRO prior to closing of the transactions contemplated in the Merger Agreement (“CPRO Korea”); (iii) CPRO Holding Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Purchaser”); and (iv) LCCC Merger Sub Inc., a British Virgin Islands business company and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, upon the closing of the transactions contemplated in the Merger Agreement, among other things, (i) the Company will be merged with and into the Purchaser, the separate corporate existence of the Company will cease and the Purchaser will continue as the surviving corporation (the “Reincorporation Merger”) and the Merger Sub will become a wholly owned subsidiary of the Purchaser as a consequence of the Reincorporation Merger; and (ii) at least one business day following the Reincorporation Merger, the Merger Sub will merge with and into CPRO, the separate corporate existence of the Merger Sub will cease and CPRO will continue as the surviving company under the laws of the British Virgin Islands and become a wholly owned subsidiary of the Purchaser. Our Board of Directors has unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by our shareholders. The Company will hold a separate meeting of shareholders to consider and approve the proposed Business Combination and a proxy statement/prospectus will be sent to all its shareholders.
If the Charter Amendment Proposal and Trust Amendment Proposal are approved, the Company will have the right to extend the Combination Period from August 1, 2026 (i.e., 15 months from the consummation of the IPO) to August 1, 2027 (i.e., 27 months from the consummation of the IPO) on a month-to-month basis by depositing the Monthly Extension Fee to the Trust Account. The first Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by August 1, 2026, while the subsequent New Extension Fee must be deposited into the Trust Account by the first of each succeeding month until August 1, 2027.
Each of the Charter Amendment Proposal and Trust Amendment Proposal is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other Proposal. Each of the Proposals is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.
The Company and other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the Business Combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before August 1, 2026, the Current Termination Date, to consummate the Business Combination.
Our Board of Directors has determined that it is in the best interests of our shareholders to allow the Company to extend the period of time 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 by depositing the Monthly Extension Fee to the Trust Account, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date. If the Charter Amendment Proposal and Trust Amendment Proposal are not approved and we have not consummated a business combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than five (5) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our board of directors, dissolve and liquidate. In the event we wind up, there will be no redemption rights or liquidating distributions with respect to our public rights or private placement rights (collectively, the “Rights”) and the Rights will expire worthless.
The Company wants to allow shareholders to redeem early, give itself more time to complete a business combination, and expects that there will be significant redemptions at the Extraordinary General Meeting.
You are not being asked to vote on any business combination at this time. If the Charter Amendment is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on the Business Combination when it is submitted to a vote by the shareholders and the right to redeem your Public Shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought in connection with the Business Combination) or the Company has not consummated the Business Combination by the applicable termination date.
In connection with the Charter Amendment, public shareholders may elect (the “Election”) to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), regardless of whether such public shareholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date for the Extraordinary General Meeting. If the Charter Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when the Business Combination is submitted to a vote by the shareholders, subject to any limitations set forth in the Charter Amendment. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account, which held approximately $72.1 million as of July 6, 2026. In addition, public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Termination Date. As of the date of this Proxy Statement, the Sponsor owns (i) an aggregate of 1,725,000 of the Company’s ordinary shares (“Founder Shares”) that were issued prior to our IPO and (ii) 280,000 units purchased in a private placement which occurred simultaneously with the completion of the IPO (“Private Placement Units”). If a business combination is not completed by the Extended Termination Date, the Founder Shares and the Private Placement Units held by the Sponsor will become worthless.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting (or July 23, 2026). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker, or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
As of July 6, 2026, there was approximately $72.1 million in the Trust Account. If the Charter Amendment Proposal is approved and the Company extends the Combination Period fully to August 1, 2027, the redemption price per share at the meeting for the Business Combination or the Company’s subsequent liquidation, as applicable, will be approximately $10.44 per share.
Our Board has fixed the close of business on July 1, 2026, as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.
We are soliciting proxies so that each shareholder of record has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Extraordinary General Meeting. Whether or not you plan to participate at the Extraordinary General Meeting in person or virtually, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Extraordinary General Meeting. Regardless of the number of LCCC shares you own, your attendance in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.
After careful consideration of all relevant factors, the Board of Directors has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Enclosed is the Proxy Statement containing detailed information concerning the proposals at the Extraordinary General Meeting. Whether or not you plan to participate at the Extraordinary General Meeting in person or virtually, we urge you to read this material carefully and vote your shares. Thank you for your continuing interest in Lakeshore Acquisition III Corp.
Sincerely,
/s/ Deyin (Bill) Chen
Deyin (Bill) Chen Chairman, Chief Executive Officer and Chief Financial Officer
** 667 Madison Avenue,**
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