LSH Revises Private Placement Terms—Share Count and Price Corrected

Rhea-AI Filing Summary

Lakeside Holding Limited filed an amendment to its current report to correct the disclosed terms of a private placement. The amendment restates Item 1.01 and Item 9.01 to show that the aggregate number of shares issued was 2,000,000 (previously reported as 1,500,000) and that the purchase price per share was $0.75 (previously reported as $1.00). The amendment references an Amended Securities Purchase Agreement filed as Exhibit 10.1 (dated August 5, 2025).

Other than these corrections, the Original report filed on July 22, 2025 remains unchanged. The amendment is signed by CFO Long Yi on August 11, 2025. The filing identifies the companyas a Nasdaq-listed registrant under the ticker LSH and indicates it is an emerging growth company.

Positive

• Corrected disclosure clarifies the private placement share count and purchase price for investors.
• Amended Securities Purchase Agreement filed as Exhibit 10.1 (dated August 5, 2025), providing the executed agreement for the corrected terms.

Negative

• Aggregate shares increased from 1,500,000 to 2,000,000, changing the reported amount of equity issued.
• Purchase price reduced from $1.00 to $0.75 per share versus prior disclosure.
• Original filing contained inaccuracies that required an amendment, raising potential governance and disclosure control concerns.

Insights

Securities Analyst

TL;DR: Corrected terms increase disclosed share count and lower price, altering the reported private placement economics.

The amendment corrects two core deal terms: the aggregate shares issued were revised upward to 2,000,000 and the price per share was revised downward to $0.75. Those changes materially alter the reported structure and economics of the private placement as disclosed to investors. The company filed an Amended Securities Purchase Agreement as Exhibit 10.1, which provides the definitive contract language for the corrected terms. Because the amendment adjusts fundamental deal metrics, investors should rely on the amended disclosure as the accurate record of the transaction.

Corporate Governance Expert

TL;DR: Amendment restores accuracy to disclosure but highlights an initial misstatement that warrants governance attention.

The company has taken the appropriate remedial step of amending its current report and attaching the Amended Securities Purchase Agreement. While this corrects the public record, the need for an amendment to fix basic transactional facts—share count and purchase price—raises questions about internal controls over disclosure and the review process for material filings. The filing itself is clear about what was changed and confirms that, aside from these corrections, the Original report remains unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

July 16, 2025

LAKESIDE HOLDING LIMITED

(Exact name of registrant as specified in its charter)

Nevada		001-42140		82-1978491
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143

(Address of Principal Executive Offices and Zip Code)

(224) 446-9048

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value US$0.0001 per share		LSH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On July 22, 2025, Lakeside Holding Limited (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This amendment (this “Amendment”) to the Original Form 8-K restates and amends Item 1.01 and Item 9.01 of the Original Form 8-K, for the purpose of clarifying the correct number of shares of Common Stock (as each is defined therein) issued in the private placement and the correct purchase price for shares of Common Stock issued by the Company in the private placement. Except as set forth in this Amendment, the Original Form 8-K remains unchanged.

Item 1.01 Entry into Material Definitive Agreements.

This Amendment amends Item 1.01 of the Original Form 8-K to correct the aggregate number of shares of Common Stock issued from 1,500,000 shares to 2,000,000 shares, and the purchase price from $1.00 to $0.75 per share. The foregoing summary of the Amendment does not purport to be complete and is qualified in their entirety by reference to a copy of the Amended Securities Purchase Agreement filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

No.		Exhibit
10.1		Form of Amended Securities Purchase Agreement, dated as of August 5, 2025, between Lakeside Holding Limited and certain Investors
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2025

	Lakeside Holding Limited
	By:	/s/ Long Yi
		Long Yi
		Chief Financial Officer

2

FAQ

What did the Lakeside Holding (LSH) 8-K/A change?

The 8-K/A corrects the private placement terms: the aggregate shares issued were revised to 2,000,000 and the purchase price to $0.75 per share.

How many shares were issued in the private placement according to the amendment?

The amendment states that 2,000,000 shares of Common Stock were issued in the private placement.

What is the corrected purchase price per share in the private placement?

The corrected purchase price is $0.75 per share (previously reported as $1.00).

Was an amended Securities Purchase Agreement filed with the 8-K/A?

Yes. The Amended Securities Purchase Agreement is filed as Exhibit 10.1 and is dated August 5, 2025.

Does the amendment change any other parts of the Original report?

The amendment states that, except for the corrected Items 1.01 and 9.01, the Original report remains unchanged.

Who signed the amended report for Lakeside Holding?

The amendment is signed by Long Yi, Chief Financial Officer, dated August 11, 2025.