Skip to main content

Lakeshore Acquisition III Corp.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

LCCC$10.55-0.1%Stored close · as of Nov 4, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-23.

0001929980-26-000180

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001929980-26-000419

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 52 previous paragraphs and 67 current paragraphs.

33 unchanged; 17 reworded; 17 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

On May 22, 2026, the Company entered into a merger agreement (the “Merger Agreement”) 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”).

Current report

Prior to the closing of the transactions contemplated in the Merger Agreement, and subject to the terms and conditions set forth therein, 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 under the Cayman Companies Act (the “Reincorporation Merger”). Merger Sub will become a wholly owned subsidiary of the Purchaser as a consequence of the Reincorporation Merger. In connection with the Reincorporation Merger, at the effective time of the Reincorporation Merger:

Current report

At least one business day following the Reincorporation Merger, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into CPRO (the “Acquisition Merger”). Following the Acquisition Merger, the separate corporate existence of Merger Sub will cease, and CPRO will continue as the surviving company in the Acquisition Merger under the laws of the British Virgin Islands and a wholly owned subsidiary of the Purchaser.

Current report

Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing shareholders of CPRO is $185,000,000 (the “Base Purchase Price”), which will be paid entirely in stock, consisting of newly issued Purchaser ordinary shares valued at $10.00 per share. Upon the effectiveness of the Acquisition Merger, all issued and outstanding ordinary shares of CPRO will be cancelled and automatically converted into the right to receive, without interest, the applicable number of Purchaser ordinary shares.

Current report

Pursuant to the terms of the Merger Agreement, the Base Purchase Price will be automatically adjusted downwards dollar-for-dollar to the extent the indebtedness of CPRO and its subsidiaries as of immediately prior to the closing of the transaction exceeds $26,000,000.

Current report

On July 27, 2026, the Company held an extraordinary general meeting (the “EGM”) at which shareholders approved (i) a 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 months from August 1, 2026 to August 1, 2027, on a month-to-month basis, and (ii) a proposal to amend the Investment Management Trust Agreement with Wilmington Trust, N.A., to allow the Company to extend the date by which it must consummate a business combination on the same month-to month basis from August 1, 2026 to August 1, 2027, by depositing $67,500 into the Trust Account per one-month extension. In connection with the shareholders’ vote at the EGM, an aggregate of 5,082,213 ordinary shares were tendered for redemption.

Current report

On July 27, 2026, pursuant to the Merger Agreement, CPRO Korea wired the first extension payment of $67,500 to the Trust Account, extending the deadline by which the Company must consummate its initial business combination by one (1) month, from August 1, 2026 to September 1, 2026.

Current report

For the three months ended June 30, 2026, we had a net income of $339,107. We incurred $287,368 of general and administrative expenses and earned $626,475 of interest income from investments in our Trust Account.

Current report

For the six months ended June 30, 2026, we had a net income of $848,952. We incurred $396,012 of general and administrative expenses and earned $1,244,964 of interest income from investments in our Trust Account.

Current report

For the three months ended June 30, 2025, we had a net income of $216,467. We incurred $250,844 of general and administrative expenses and earned $467,311 of interest income from investments in our Trust Account.

Current report

For the six months ended June 30, 2025, we had a net income of $181,779. We incurred $285,532 of general and administrative expenses and earned $467,311 of interest income from investments in our Trust Account.

Current report

We have entered into an engagement agreement with our Cayman Islands counsel with respect to the proposed initial business combination. Except for $30,000 paid following the execution of the engagement agreement during the three months ended June 30, 2026, the remaining of $30,000 will be due upon the closing of the business combination.
Removed paragraphs (2)

Previous report

For the three months ended March 31, 2026, we had a net income of $509,845. We incurred $108,644 of general and administrative expenses and earned $618,489 of interest income from investments in our Trust Account.

Previous report

For the three months ended March 31, 2025, we had a net loss of $34,688, which consisted of $34,688 in formation, general and administrative expenses.
Reworded paragraphs (17)

Previous wording

References to “we”, “us”, “our” or the “Company” are to Lakeshore Acquisition III Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.

Current wording

References to “we”, “us”, “our” or the “Company” are to Lakeshore Acquisition III Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.

Previous wording

As indicated in the accompanying unaudited condensed, as of March 31, 2026, we had $590,198 in cash held outside the Trust Account available for working capital purposes.

Current wording

As indicated in the accompanying unaudited condensed consolidated financial statements, as of June 30, 2026, we had $252,080 in cash held outside the Trust Account available for working capital purposes.

Previous wording

We cannot assure you that our plans to complete our initial business combination will be successful. If we are unable to complete our initial business combination within 15 months from the date of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares at a price pro rata to the amount held in the Trust Account (less taxes payable and up to $50,000 of interest to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and our board of directors, liquidate and dissolve. In the event of liquidation, the holders of the founder shares and Private Units will not participate in any redemption distribution with respect to their founder shares or Private Units, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account).

Current wording

We cannot assure you that our plans to complete our initial business combination will be successful. If we are unable to complete our initial business combination within 27 months from the consummation of the IPO (if we extend the period of time to consummate an initial business combination by the full amount of time), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares at a price pro rata to the amount held in the Trust Account (less taxes payable and up to $50,000 of interest to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and our board of directors, liquidate and dissolve. In the event of liquidation, the holders of the founder shares and Private Units will not participate in any redemption distribution with respect to their founder shares or Private Units, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account).

Previous wording

Our all activities from October 21, 2024 (inception) up to the consummation of the IPO was in preparation for the IPO.

Current wording

All activities from October 21, 2024 (inception) up to the consummation of the IPO was in preparation for the IPO.

Previous wording

Since the consummation of the IPO, our activities have been primarily focused on evaluating potential business combination candidates. We do not anticipate generating any operating revenues until the consummation of our initial business combination. We expect to generate non-operating income in the form of interest income from the proceeds derived from the IPO. We will incur expenses associated with being a public company, as well as costs related to the search for suitable business combination targets.

Current wording

Since the consummation of the IPO, our activities have been primarily focused on evaluating potential business combination candidates and consummating a business combination. We do not anticipate generating any operating revenues until the consummation of our initial business combination. We expect to generate non-operating income in the form of interest income from the proceeds derived from the IPO. We will incur expenses associated with being a public company, as well as costs related to the search for suitable business combination targets and consummating a business combination.

Previous wording

As of March 31, 2026, we had $590,198 in cash held outside the Trust Account available for our working capital purposes.

Current wording

As of June 30, 2026, we had $252,080 in cash held outside the Trust Account available for our working capital purposes.

Previous wording

We consummated the IPO and private placement on May 1, 2025. Upon the consummation of the IPO and the private placement, $69,000,000 of cash was placed in the Trust Account with Wilmington Trust, National Association acting as trustee. As of March 31, 2026, an aggregate of $70,858,017 was held in the Trust Account invested in U.S. treasury bills, notes or bonds having a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amend.

Current wording

We consummated the IPO and private placement on May 1, 2025. Upon the consummation of the IPO and the private placement, $69,000,000 of cash was placed in the Trust Account with Wilmington Trust, National Association acting as trustee. As of June 30, 2026, an aggregate of $70,858,017 was held in the Trust Account invested in U.S. treasury bills, notes or bonds having a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended.

Previous wording

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Current wording

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, staying as a public company and consummating the business combination.

Previous wording

We performed an assessment on our ability to continue as a going concern in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. As of March 31, 2026, we had $590,198 cash, working capital of $581,948, and will continue to incur significant costs in pursuit of an acquisition. That raises substantial doubt about our ability to continue as a going concern. In addition, there is no assurance that we will be able to consummate the initial business combination within 15 months from the date of the IPO. In the event that we fail to consummate a business combination within the required period, we will face mandatory liquidation and dissolution subject to certain obligations under applicable laws or regulations. No adjustments have been made to the carrying amounts of assets or liabilities regarding the possibility of us not continuing as a going concern, as a result of cash shortage or failing to consummate a business combination within 15 months from the date of the IPO. Management plans to continue its efforts to consummate a business combination within 15 months from the date of the IPO.

Current wording

We performed an assessment on our ability to continue as a going concern in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. As of June 30, 2026, we had $252,080 cash, working capital of $294,580, and will continue to incur significant costs in pursuit of an acquisition. That raises substantial doubt about our ability to continue as a going concern. In addition, there is no assurance that we will be able to consummate the initial business combination within 27 months from the consummation of the IPO (if we extend the period of time to consummate an initial business combination by the full amount of time) or obtain an extension for time allowed to consummate a business combination. In the event that we fail to consummate a business combination within the required period, we will face mandatory liquidation and dissolution subject to certain obligations under applicable laws or regulations. No adjustments have been made to the carrying amounts of assets or liabilities regarding the possibility of us not continuing as a going concern, as a result of cash shortage or failing to consummate a business combination within 27 months from the consummation of the IPO. Management plans to continue its efforts to consummate a business combination within 27 months from the consummation of the IPO.

Previous wording

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 - Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this report. The preparation of our unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Current wording

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 - Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements included in this report. The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the summary of reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Previous wording

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the date of the closing of the IPO that are directly related to the IPO. As of May 1, 2025, offering costs totaled $3,934,900. The amount was consisted of $1,035,000 of underwriting commissions, $2,415,000 of deferred underwriting commissions (payment shall be in the form of ordinary shares at $10.00 per share deferred until consummation of the Company’s initial business combination), and $484,900 of other offering costs. We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs were charged to shareholders’ equity upon the completion of the IPO. We allocated offering costs between public shares and public rights based on the estimated fair values of them at the date of issuance. Accordingly, $3,820,394 was allocated to public shares and was charged to temporary equity; $114,506 was allocated to public rights and was charged to shareholders’ equity.

Current wording

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the date of the closing of the IPO that are directly related to the IPO. As of May 1, 2025, offering costs totaled $3,934,900. The amount consisted of $1,035,000 of underwriting commissions, $2,415,000 of deferred underwriting commissions (payment shall be in the form of ordinary shares at $10.00 per share deferred until consummation of the Company’s initial business combination), and $484,900 of other offering costs. We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs were charged to shareholders’ equity upon the completion of the IPO. We allocated offering costs between public shares and public rights based on the estimated fair values of them at the date of issuance. Accordingly, $3,820,394 was allocated to public shares and was charged to temporary equity; $114,506 was allocated to public rights and was charged to shareholders’ equity.

Previous wording

For the three months ended March 31, 2026 and March 31, 2025, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of us. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the IPO and the private placement since the conversion of rights to ordinary shares will be contingent on the occurrence of future events.

Current wording

For the six months ended June 30, 2026 and June 30, 2025, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of us. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the IPO and the private placement since the conversion of rights to ordinary shares will be contingent on the occurrence of future events.

Previous wording

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Current wording

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Previous wording

A deferred underwriting commission of $0.35 per Public Unit sold, totalling $2,415,000 will be in the form of representative shares at $10.00 per share deferred until consummation of the initial business combination.

Current wording

A deferred underwriting commission of $0.35 per Public Unit sold, totaling $2,415,000 will be in the form of representative shares at $10.00 per share deferred until consummation of the initial business combination.

Previous wording

We have entered into an engagement agreement with its legal counsel with respect to the initial business combination. The fee will be based on the number of hours spent. An aggregate of $150,000 will be paid prior to the closing of the business combination, and the balance will be due upon the closing of the business combination.

Current wording

We have entered into an engagement agreement with our legal counsel with respect to the initial business combination. The fee will be based on the number of hours spent. An aggregate of $150,000 will be paid prior to the closing of the business combination, and the balance will be due upon the closing of the business combination.

Previous wording

An aggregate of $30,000 will be paid prior to and upon the effectiveness of the registration statement of the initial business combination, based on an engagement agreement entered into by us with the provider of fairness opinion for the initial business combination.

Current wording

Except for $30,000 paid following the appointment during the fiscal year ended December 31, 2025, an aggregate of $45,000 will be paid prior to and upon the effectiveness of the registration statement of the initial business combination, based on an engagement agreement entered into by us with the provider of fairness opinion for the initial business combination.

Previous wording

We have retained a financial advisor with respect to the initial business combination. We agreed to pay 500,000 newly issued shares of common stock at $10.00 per share at the closing of the business combination if we complete the initial business combination within 30 months from the engagement date.

Current wording

We have retained a financial advisor with respect to the initial business combination. An initial retainer of $150,000 was paid during the fiscal year ended December 31, 2025, a second retainer of $150,000 was paid during the three months ended June 30, 2026, and we agreed to pay 500,000 newly issued shares of common stock at $10.00 per share at the closing of the business combination if we complete the initial business combination within 30 months from the engagement date.