ProSomnus SPAC Presentation Deck
Transaction Summary(¹)(2)
OVERVIEW
▪ ProSomnus is being acquired by Lakeshore Acquisition I (“LAAA"), a publicly
listed special purpose acquisition company with $55M cash in trust
■ Consideration for ProSomnus includes 11.2M shares of LAAA common stock
- ProSomnus shareholders are eligible to receive 3M additional common
shares (the "earn-out shares") of the combined company across 3
different tranches if the stock trades at or above $12.50, $15.00 and
$17.50
▪ LAAA has signed a term sheet whereby $15M of Senior Secured Convertible
Notes and $15M of non-binding Junior Secured Convertible Notes are
expected to fund into LAAA at close of merger(³)
▪ Pro forma market cap of $199M and enterprise value of $168M
▪ Pro forma net cash of $64M after estimated fees and expenses
6%
1.
2%
5%
32%
56%
PRO FORMA OWNERSHIP
Existing ProSomnus Shareholders
Existing Lakeshore Shareholders (4)
Lakeshore Sponsor
Fees & Expenses (in stock)
Lenders (5)
Total Uses
Excludes 4.1M public warrants and 0.2M sponsor warrants at an $11.50 strike price as well as the impact of
any potential earn-out shares
2. Assumes no redemptions from LAAA trust
3.
Funding is subject to signing the definitive convertible debt agreements
4.
Includes up to 810k Additional Shares, comprised of up to 410k Sponsor promote shares, to be matched by
up to 410k of newly issued Company shares to incentivize non-redeemers or equity PIPE investors
5.
6.
56%
32%
6%
5%
2%
100%
PRO FORMA VALUATION SUMMARY
in millions (except per share data)
Shares Outstanding
Assumed Price Per Share
Market Capitalization
Plus: Debt
Less: Cash
Enterprise Value
EV / 2022E Revenue (6)
EV / 2023E Revenue (6)
SOURCES
Cash Remaining in Lakeshore Trust
ProSomnus Equity Roll
Convertible Debt Proceeds
Total Sources
USES
PROSOMNUS
SLEEP TECHNOLOGIES
ProSomnus Equity Roll
Debt Paydown
Fees & Expenses (Estimated)
Cash to Balance Sheet
Total Uses
Select lenders will receive up to 300k additional shares, subject to signing the definitive convertible debt
agreements; does not reflect potential future issuances of shares upon conversion of convertible debt,
which could be substantially dilutive
Assumes midpoint of revenue range
19.9
$10.00
$199
$34
$65
$168
8.2x
4.3x
$55
$112
$30
$196
$112
$13
$7
$64
$196
23
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