LSH completes $1.5M private placement; 1,807,229 unregistered shares issued

Rhea-AI Filing Summary

Lakeside Holding Limited entered into a Securities Purchase Agreement to issue an aggregate of 1,807,229 shares of common stock at $0.83 per share, producing gross proceeds of approximately $1,500,000.07. The agreement contains customary representations, warranties and covenants, and the company intends to use the net proceeds for general corporate purposes.

The offering was completed as a private placement relying on exemptions under Section 4(a)(2) and/or Regulation S of the Securities Act; the shares are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption. The form of the Securities Purchase Agreement is filed as Exhibit 10.1.

Positive

• Raised approximately $1,500,000.07 through the private placement of common stock
• Clear disclosure that proceeds will be used for general corporate purposes
• Definitive agreement filed as Exhibit 10.1, enabling investor review of full terms

Negative

• Securities were not registered under the Securities Act and carry resale restrictions in the United States
• Summary-only disclosure in the 8-K; material terms are not fully described in the filing itself

Insights

Securities Analyst

TL;DR: LSH completed a small private placement raising ~$1.5M via unregistered shares; proceeds earmarked for general corporate purposes.

The transaction documents a private placement of 1,807,229 shares at $0.83 per share for gross proceeds of $1,500,000.07. The filing confirms reliance on Section 4(a)(2) and/or Regulation S, indicating resale restrictions and the absence of registration. The Securities Purchase Agreement is filed as an exhibit, but the 8-K provides only a summary of terms. For investors, the primary takeaways are the capital raise size, the use of proceeds for general corporate purposes, and the unregistered status of the securities.

Corporate Governance Expert

TL;DR: Governance disclosure is standard: customary covenants noted and the definitive agreement is furnished as an exhibit for review.

The 8-K describes typical representations, warranties and covenants in the Securities Purchase Agreement and attaches the agreement as Exhibit 10.1. The company discloses the reliance on statutory exemptions for an unregistered offering, which is a common structure for private placements. The report is concise and directs readers to the full agreement for material terms and investor protections.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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):

August 4, 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. ☐

Item 1.01 Entry into Material Definitive Agreements.

 Private Placement

On August 4, 2025, Lakeside Holding Limited (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors named therein (the “Investors”), for the issuance and sale by the Company of an aggregate of 1,807,229 shares of Common Stock, par value $0.0001 per share (the “Shares”) in an offering (the “Private Placement”).

The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreements. Pursuant to the Securities Purchase Agreements, the Investors have agreed to purchase the Shares at a purchase price of $0.83 per share. The Company expects to use the net proceeds from the Private Placement for general corporate purposes.

The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of which is filed herewith as Exhibits 10.1 and incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above under Item 1.01, to the extent applicable, is incorporated by reference herein. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the placement and sale of the Shares was made in reliance on the exemption afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

None of the securities have been registered under the Securities Act and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

No.		Exhibit
10.1		Form of Securities Purchase Agreement, dated August 4, 2025, between Lakeside Holding Limited and certain Investors
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 8, 2025

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

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FAQ

What did Lakeside Holding (LSH) announce in this 8-K?

The company entered into a Securities Purchase Agreement to sell 1,807,229 shares at $0.83 per share, raising gross proceeds of approximately $1,500,000.07.

How will LSH use the proceeds from the private placement?

The company expects to use the net proceeds for general corporate purposes.

Were the shares registered with the SEC?

No. The placement was made relying on exemptions under Section 4(a)(2) and/or Regulation S, and the securities are unregistered.

Can the purchased shares be resold in the United States?

The filing states the shares may not be offered or sold in the United States absent registration with the Commission or an applicable exemption.

Where can I find the full terms of the Securities Purchase Agreement?

The form of the Securities Purchase Agreement is filed with the 8-K as Exhibit 10.1.

Who signed the 8-K for Lakeside Holding (LSH)?

The report was signed on behalf of the registrant by Long Yi, Chief Financial Officer.