[8-K] Lakeside Holding Limited Reports Material Event

Rhea-AI Filing Summary

Lakeside Holding (Nasdaq: LSH) filed a Form 8-K disclosing that on June 24 2025 it executed a Securities Purchase Agreement with several investors for a private placement of 3,000,000 common shares at $1.00 per share, generating approximately $3.0 million in gross proceeds.

The shares are being issued under the Section 4(a)(2)/Regulation S exemptions and therefore are unregistered securities subject to transfer restrictions. Proceeds are earmarked for general corporate purposes. The agreement contains customary representations, warranties and covenants and is included as Exhibit 10.1.

The filing also triggers Item 3.02 disclosure for unregistered sales of equity securities. No additional financial statements, pro-formas, or risk factors were provided, and no other material events were reported.

Positive

• $3.0 million in new capital enhances liquidity without increasing debt obligations

Negative

• Issuance of 3,000,000 new common shares increases share count, potentially diluting existing holders

Insights

Corporate Finance Analyst

TL;DR: $3M cash injection improves liquidity; dilution limited but signals reliance on private capital.

Liquidity boost: The $3.0 million raise, while modest, immediately augments cash for routine operations without incurring debt. Covenant-free cash gives management flexibility and avoids interest expense.

Cost of capital: Pricing at $1.00 per share suggests investors accepted current market valuation; however, the limited size implies constrained access to larger public offerings.

Dilution: Issuing 3 million new shares increases total shares outstanding; the economic impact depends on the pre-transaction float, not disclosed here.

Regulatory angle: Using 4(a)(2)/Reg S expedites funding but delays liquidity for new holders until registration. No registration-rights agreement is mentioned, potentially affecting secondary-market overhang.

Capital Markets Specialist

TL;DR: Small, unregistered placement reflects opportunistic funding with minimal market disruption.

The transaction’s private structure avoids underwriting fees and market-price volatility typical of shelf takedowns. Standard reps and warranties indicate low execution risk. Because the shares are restricted, immediate trading pressure is unlikely, lessening near-term volatility for existing shareholders.

On the flip side, absence of disclosed lock-ups or resale registration obligations could create an overhang once restrictions lapse. With no specific strategic use of proceeds beyond “general corporate purposes,” the raise appears maintenance-oriented rather than growth-driven. Overall impact is balanced: liquidity gain offset by incremental dilution.

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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):

June 24, 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 June 24, 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 [3,000,000] 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 $1.00 per share for an aggregate purchase price of approximately $3,000,000. 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 as of June 24, 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: June 25, 2025

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

2

FAQ

How many shares is LSH issuing in the June 2025 private placement?

The agreement covers 3,000,000 common shares.

What price per share are investors paying for LSH's new stock?

Investors agreed to pay $1.00 per share.

How much cash will LSH raise from the private placement?

Gross proceeds are expected to be approximately $3.0 million.

What will LSH use the private-placement proceeds for?

According to the filing, proceeds will be used for general corporate purposes.

Are the newly issued LSH shares registered with the SEC?

No. The shares are being issued under Section 4(a)(2) and/or Regulation S exemptions and are therefore unregistered.