- Nature’s Miracle provides hardware as well as software to design, build and operate various indoor growing settings including greenhouse, vertical farming and indoor-growing spaces;
- Nature’s Miracle, through its two wholly-owned subsidiaries, Visiontech Group, Inc. and Hydroman, Inc., provides grow lights as well as other hydroponic products to hundreds of indoor growers in North America;
- Nature’s Miracle has also developed a robust pipeline to build commercial-scale greenhouse in the U.S. and Canada to meet the growing needs of fresh and local vegetable products. The Company offers turnkey solutions to its operating partners by providing design, construction and hardware installment services;
- Nature’s Miracle has established its first manufacturing footprint in North America with its grow-light assembly plant in Manitoba, Canada and is expecting to set up additional manufacturing/assembly facilities in North America;
- The implied pro-forma enterprise value of the combined company is approximately $265 million, assuming no redemptions from the trust account. The business combination is expected to be completed in the first quarter of 2023;
- This transaction is expected to accelerate Nature’s Miracle’s development of commercial greenhouse in the U.S. and Canada.
Nature’s Miracle Inc. and Lakeshore Acquisition II Corp. ( Nasdaq: LBBB) announced in a press release, that they have entered into a definitive business combination agreement. Upon closing, the combined company is expected to change its name to Nature’s Miracle Holding Inc. and its common stock is expected to be traded on the Nasdaq Global Market.
Management Comments
“In the face of global energy shortage, food security, drought and life-style change, Nature’s Miracle is excited to offer an alternative farming mode which saves transportation cost, reduces irrigation water requirements by up to 90% and ensures fresh and local supply of produces for health-conscious consumers. We have developed a robust pipeline of greenhouse projects in the U.S. and Canada for the next twenty-four months,” said Tie “James” Li, Founder, Chairman and Chief Executive Officer of Nature’s Miracle. “By combining with Lakeshore, Nature’s Miracle will be able to tap into the public equity and debt market to fund its aggressive growth plan going forward. We look forward to working with Lakeshore team to complete the transaction and to list on Nasdaq.”
“We are thrilled to partner with Nature’s Miracle on its public company journey,” said Bill Chen, Chairman and Chief Executive Officer of Lakeshore. “After learning of Nature’s Miracle’s business model and its position in the rapidly growing Controlled Environment Agriculture market, we immediately realized the vast potential for the Company’s growth in this very important market segment.”
Key Transaction Terms of Nature’s Miracle SPAC
Pursuant to the Merger Agreement, Nature’s Miracle will merge with LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Lakeshore (the “Merger”), with Nature’s Miracle surviving and Lakeshore acquiring 100% of the equity securities of Nature’s Miracle. In exchange for their equity securities, the stockholders of Nature’s Miracle (the “Company Stockholders”) will receive an aggregate number of shares of common stock of Lakeshore (the “Merger Consideration”) with an aggregate value equal to: (a) two hundred thirty million U.S. dollars ($230,000,000), minus (b) any Closing Net Indebtedness (as defined in the Merger Agreement).
The Merger has been approved by the boards of directors of each of Lakeshore and Nature’s Miracle. The Merger will require the approval of the stockholders of Lakeshore and Nature’s Miracle and is subject to other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission. The transaction is expected to close in the first quarter of 2023.
Advisors
Hunter Taubman Fischer & Li LLC. is acting as legal advisor to Nature’s Miracle and Loeb & Loeb is acting as legal advisor to Lakeshore. Maxim Group is acting as M&A advisor to Lakeshore.
Management Presentation of Nature’s Miracle SPAC
A presentation made by the management teams of both Nature’s Miracle and Lakeshore regarding the transaction will be available on the websites of Nature’s Miracle at https: //www.Nature-Miracle.com and Lakeshore at https://www.lakeshoreacquisition.com/tzzy. Lakeshore will also file the presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.
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