Lakeshore Acquisition III Corp

This proposal asks shareholders to approve a special resolution to replace the Company’s current memorandum and articles of association with the form of Second Amended and Restated Memorandum and Articles of Association included as Annex A, thereby extending the Company’s deadline to consummate an initial business combination from August 1, 2026 to August 1, 2027 on a month‑to‑month basis. Management is seeking shareholder approval because under the current Charter the Company would be required to liquidate if it does not complete a business combination by the Current Termination Date; the Board believes additional time is necessary to prepare documentation, complete required SEC filings, obtain shareholder approvals for the announced merger agreement with CPRO and satisfy closing conditions. The amendment is cross‑conditioned with the Trust Amendment (Proposal 2), meaning both must be approved for the extensions to be implemented; this is intended to ensure both the charter and the trust mechanics permit the monthly fee-based extensions. The proposal carries risks to public shareholders: exercising the extension mechanism will require monthly deposits into the Trust Account which reduces the funds available for redemption and the separate redemption window associated with the Charter Amendment (and later the Business Combination vote) could result in significant redemptions that impair the Company’s ability to consummate a transaction. The Board emphasizes that even if the Charter Amendment is approved, there is no guarantee a business combination will close prior to the Extended Termination Date, and that approval would not obligate the Company to pursue or consummate the announced transaction. The vote required is a special resolution (not less than two‑thirds of votes cast) under the Company’s Charter, and broker discretionary votes are not allowed, making shareholder participation important. The Board’s recommendation to vote FOR is premised on the view that successfully completing a business combination would likely provide greater value to public shareholders than liquidation at the current trust account per‑share value, and that the limited monthly fee mechanism balances the need for time with a capped cost per month. Investors should weigh the potential dilution and liquidity impact from redemptions, the Sponsor and insiders’ economic incentives to complete a business combination, and regulatory or CFIUS and Investment Company Act risks that could delay or prevent closing when assessing the merits of this Charter Amendment.

This proposal requests shareholder approval to amend the Company’s Investment Trust Agreement to permit monthly one‑month extensions of the Combination Period—up to twelve times—by depositing a specified Monthly Extension Fee into the Trust Account equal to $0.033 per remaining Public Share (subject to a $67,500 cap per month). Management seeks this amendment because the Trust Agreement as drafted would otherwise require liquidation upon expiration of the Current Termination Date; the amendment creates the mechanism by which the Sponsor (or its designee) can fund time extensions without breaching the Trust Agreement. The Trust Amendment is cross‑conditioned with the Charter Amendment, so both must pass for extensions to be implementable; this linkage is critical because amending only the trust or only the charter alone would be ineffective. Economically, each monthly extension reduces the funds in the Trust Account available to redeeming public shareholders and therefore lowers the per‑share redemption value for those who elect to redeem at subsequent votes; the company estimates the cap and per‑share fee to limit sponsor cash outlay while preserving some economic deterrent to repeated extensions. The Board recommends FOR because it believes the limited, fee‑based extension mechanism provides a measured path to achieve the announced Business Combination with CPRO while capping the sponsor’s monthly contribution. Key risks include the potential for significant public redemptions (which both reduce cash available for a transaction and increase insider ownership proportionally), the erosion of the Trust Account through monthly fees, and the possibility that even with extensions regulatory reviews, CFIUS or other closing conditions could prevent consummation. From a governance perspective, shareholders should note that the initial shareholders and Sponsor will not be entitled to redemption in connection with these matters and that the proposals are cross‑conditioned; procedural approval requires a simple majority and broker discretionary votes are not allowed on this non‑routine matter.

This proposal asks shareholders to grant the meeting chairman authority to adjourn the Extraordinary General Meeting to a later date or dates for the purpose of additional solicitation if, based on the vote tally at the time of the meeting, there are insufficient votes to approve the Charter Amendment and Trust Amendment. Management presents this as a contingency procedural measure to enable continued outreach to shareholders and brokers to achieve the required votes for the extension proposals; it does not change substantive rights but affects timing and the Company’s ability to seek additional support. The Adjournment Proposal is not conditioned on other proposals and would only be presented if Proposals 1 and 2 do not have sufficient votes at the meeting. Approval requires a simple majority of votes cast and broker discretionary votes are allowed for this routine procedural matter, increasing the likelihood that brokered accounts may be represented. The board recommends FOR because without the ability to adjourn, the Company could be forced to conclude the meeting without obtaining necessary votes and thereby face imminent liquidation if the other proposals fail. Investors should note that an adjournment could prolong uncertainty and delay any redemption proceedings or the separate business combination vote, and that multiple adjournments could increase solicitation costs which ultimately may affect available working capital. While routine in form, the adjournment has practical significance for a SPAC on a tight timeline because each additional solicitation cycle consumes time relative to the Current Termination Date.