--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-126408" form_type: "8-K" ticker: null cik: "0001934064" company_name: "ProSomnus, Inc." filed_at: "2022-12-13T23:59:59+00:00" generated_at: "2026-06-21T05:44:52.676878+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # ProSomnus closes de-SPAC merger with Lakeshore; begins trading under OSA and OSAAW ## Summary - Total merger consideration of ~$113M; 11.3M shares issued to ProSomnus holders plus contingent earn-out shares. - PIPE raised $10.25M (1.025M shares); aggregate $34.41M in senior and subordinated convertible notes issued. - Post-closing ownership: former ProSomnus holders ~70.4%, HealthpointCapital 41.5%, PIPE ~13.5%, public ~3.0%. - Redemptions: 2.38M Lakeshore shares redeemed for ~$24.37M; trust balance at close ~$4.92M. - Lock-up agreements for ProSomnus equityholders with 6-month period; certain non-affiliates waived lock-up on ~1.9M shares. ## SEC filing metadata - accession: 0001104659-22-126408 - form_type: 8-K - cik: 0001934064 - company_name: ProSomnus, Inc. - filed_at: 2022-12-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 2.03, 3.03, 4.01, 5.01, 5.03, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/tm2232413d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-126408 - JSON: https://secwatch.observer/filing/0001104659-22-126408.json - Plain text: https://secwatch.observer/filing/0001104659-22-126408.txt ## Key facts - Auditor Changes ProSomnus, Inc. dismissed UHY LLP as its auditor. - Action: dismissal - Auditor: UHY LLP - Successor: Marcum LLP source text: UHY LLP (“UHY”), Lakeshore’s independent registered public accounting firm prior to the Business Combination, and SingerLewak LLP (“SingerLewak”), ProSomnus Holdings’ independent registered public accounting firm prior to the Business Combination, were dismissed and notified that they will not be engaged to audit Pubco’s consolidated financial statements for the year ending December 31, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Auditor Changes ProSomnus, Inc. dismissed SingerLewak LLP as its auditor. - Action: dismissal - Auditor: SingerLewak LLP - Successor: Marcum LLP source text: UHY LLP (“UHY”), Lakeshore’s independent registered public accounting firm prior to the Business Combination, and SingerLewak LLP (“SingerLewak”), ProSomnus Holdings’ independent registered public accounting firm prior to the Business Combination, were dismissed and notified that they will not be engaged to audit Pubco’s consolidated financial statements for the year ending December 31, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Auditor Changes ProSomnus, Inc. engaged Marcum LLP as its auditor. - Action: engagement - Auditor: Marcum LLP source text: the board approved the engagement of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Debt Financings ProSomnus, Inc. incurred convertible notes of $17.45 million with certain investors at Not disclosed maturing Not disclosed. - Instrument: convertible notes - Principal: $17.45 million - Counterparty: certain investors - Rate: Not disclosed - Maturity: Not disclosed - Event: incurrence source text: issuing an aggregate of $16.96 million principal value senior secured convertible notes and an aggregate of $17.45 million principal value subordinated secured convertible notes to certain investors pursuant to previously announced Senior Securities Purchase Agreement and Subordinated Securities Purchase Agreement, each dated August 26, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Debt Financings ProSomnus, Inc. incurred convertible notes of $16.96 million with certain investors at Not disclosed maturing Not disclosed. - Instrument: convertible notes - Principal: $16.96 million - Counterparty: certain investors - Rate: Not disclosed - Maturity: Not disclosed - Event: incurrence source text: issuing an aggregate of $16.96 million principal value senior secured convertible notes and an aggregate of $17.45 million principal value subordinated secured convertible notes to certain investors pursuant to previously announced Senior Securities Purchase Agreement and Subordinated Securities Purchase Agreement, each dated August 26, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Governance Changes ProSomnus, Inc.: Adoption of Amended and Restated Certificate of Incorporation effective as of the Closing Date. - Change: charter amendment source text: Surviving Pubco adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Governance Changes ProSomnus, Inc.: Lakeshore ceased being a shell company due to the Business Combination. - Change: shell status source text: As a result of the Business Combination, Lakeshore ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Governance Changes ProSomnus, Inc.: Adoption of Amended and Restated Bylaws effective as of the Closing Date. - Change: bylaw amendment source text: Surviving Pubco adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - Governance Changes ProSomnus, Inc.: Adoption of a new Code of Business Conduct and Ethics (effective 2022-12-06). - Change: code of ethics - Effective: 2022-12-06 source text: On December 6, 2022, the Boards of Lakeshore and LAAA Merger Corp. adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm - M&A Transactions ProSomnus, Inc. underwent a change of control involving ProSomnus Holdings, Inc. for Issuance of approximately 1.025 million shares of common stock, $16.96 million senior secured convertible notes, $17.45 million subordinated secured convertible (closed 2022-12-06). - Action: change of control - Counterparty: ProSomnus Holdings, Inc. - Consideration: Issuance of approximately 1.025 million shares of common stock, $16.96 million senior secured convertible notes, $17.45 million subordinated secured convertible - Closing: 2022-12-06 source text: by Lakeshore and LAAA Merger Corp. Simultaneous with the closing of the Business Combination, Surviving Pubco also completed a series of private financings, issuing and selling 1,025,000 shares of its common stock in a private placement to certain PIPE investors (the “ Equity PIPE Offering ”), entering into non-redemption agreements with holders of an aggregate of evidence_url: https://www.sec.gov/Archives/edgar/data/1934064/000110465922126408/0001104659-22-126408-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.