CPRO is a fast-growing physical artificial intelligence ("AI") company specifically focusing on AI security. Building on its 30 years of industry experience, CPRO is rapidly integrating AI technology into security to help make society safer. Using its own Edge AI cameras, CPRO analyzes customer preferences and movement patterns to provide store owners with customer-based data, enabling them to maximize sales growth and customer convenience. CPRO is committed to improving accident prevention by providing data on tasks, behavioral ranges, and material movement, which are essential for collaboration between robots and humans. The implied pro-forma enterprise value of the combined company is approximately $326 million, assuming no redemptions from the trust account. The business combination is expected to be completed in the fourth quarter of 2026. This transaction is expected to help accelerate CPRO's development in the U.S., Asia and other markets. SEOUL, South Korea , May 26, 2026 /PRNewswire/ -- CPRO Electronics Holding Limited ("CPRO"), a leader in the physical AI security industry, and Lakeshore Acquisition III Corp. (together with its successors, "Lakeshore") (Nasdaq: LCCC ) today announced that they have entered into a definitive business combination agreement (the "Merger Agreement"). Upon closing, the combined company is expected to operate under the name "CPRO Holding Limited" and its ordinary shares are expected to be traded on a U.S. national securities exchange. Management Comments "In the face of global AI competition, by combining with Lakeshore, CPRO will be able to tap into the public equity market to fund its aggressive growth plan going forward," said Mr. Young-Soo Lee, Founder, Chairman and Chief Executive Officer of CPRO. "We look forward to working with the Lakeshore team to complete the transaction and to list on a U.S. national securities exchange." "We are thrilled to partner with CPRO on its public company journey," said Bill Chen, Chairman and Chief Executive Officer of Lakeshore. "After learning of CPRO's business model and its position in the rapidly growing AI camera market, we immediately realized the vast potential for the Company's growth in this very important market segment." Key Transaction Terms Pursuant to the Merger Agreement, CPRO will merge with LCCC Merger Sub Inc., a BVI company and a wholly-owned subsidiary of Lakeshore (the "Merger"), with CPRO surviving and Lakeshore acquiring 100% of the equity securities of CPRO. In exchange for their equity securities, the shareholders of CPRO will receive an aggregate number of ordinary shares of the combined company (the "Merger Consideration") with an aggregate value equal to: (a) one hundred and eighty-five million U.S. dollars ($185,000,000), minus (b) any closing adjustment based on Indebtedness (as defined in the Merger Agreement). The Merger has been approved by the boards of directors of each of Lakeshore and CPRO. The Merger will require the approval of the shareholders of Lakeshore and CPRO and is subject to other customary closing conditions, including a registration statement on Form F-4 being declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The transaction is expected to close in the fourth quarter of 2026. Advisors Loeb & Loeb LLP is acting as legal advisor to Lakeshore. Hunter Taubman Fischer & Li LLC is acting as legal advisor to CPRO. Promotive Capital is acting as M&A advisor to Lakeshore. Maxim Group, AGBA & SME, and Year Champion Limited are acting as M&A advisors to CPRO. About Lakeshore Acquisition II I Corp. Lakeshore Acquisition III Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. About CPRO Electronics Holding Limited CPRO is a fast-growing AI camera company which integrates physical AI, AI-based retail tech and AI-driven data solutions to the market. As a company that researches, develops, manufactures, and sells AI security products, it sells devices equipped with various AI analysis technologies, including Edge AI cameras and AI bridges. Additionally, it sells data to business owners by linking various customer data detected by Edge AI cameras with the Cloud. CPRO is committed to serve large retail chains to provide differentiated solutions that enhance their operational efficiency. Important Information About the Proposed Business Combination and Where to Find It This press release relates to a proposed business combination between Lakeshore and CPRO. A full description of the terms of the business combination will be provided in a Registration Statement on Form F-4 and proxy statement to be filed with the SEC by Lakeshore, CPRO and the combined company. The proxy statement will be mailed to Lakeshore's shareholders as of a recor
