S-1MEF

As filed with the Securities and Exchange Commission on June 27, 2024.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Lakeside Holding Limited
(Exact name of registrant as specified in its charter)

__________________________________________

Nevada	4731	82-1978491
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
(224) 446-9048(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Henry Liu
Chief Executive Officer
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
(224) 446-9048
(Name, address, including zip code, and telephone number, including area code, of agent for service)__________________________________________

Copies to:

Yang Ge, Esq.
DLA Piper UK LLP
20th Floor, South Tower, Kerry Center
No. 1 Guanghua Road, Chaoyang District
Beijing, China 100020 Tel: 86-10-8520-0616 Richard A. Friedman, Esq.
Stephen A. Cohen, Esq.
Sheppard, Mullin, Richter &
Hampton LLP
30 Rockefeller Plaza
New York, NY 10112-0015
Tel.: (212) 653-8700

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☒ (File No. 333-278416)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☐

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of additional securities of Lakeside Holding Limited (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-278416), initially filed by the Registrant on April1, 2024 and declared effective by the Securities and Exchange Commission on June27, 2024 (the “Prior Registration Statement”). This Registration Statement is filed for the sole purpose of increasing the maximum aggregate offering price of securities being offered. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

EXHIBIT INDEX

Exhibit Number	Exhibit Description
5.1	Opinion of Flangas Law Group
23.1	Consent of ZH CPA, LLC
23.2	Consent of Flangas Law Group (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
107	Filing Fee Table

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Itasca, State of Illinois, on this 27thday of June, 2024.

Lakeside Holding Limited
By:	/s/ Henry Liu
Name:	Henry Liu
Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

We the undersigned executive officers and directors of Lakeside Holding Limited, hereby severally constitute and appoint Henry Liu, our true and lawful attorney with full power to him, to sign for us and in our names in the capacities indicated below the registration statement on Form S-1 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as executive officers and directors to enable Lakeside Holding Limited to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Henry Liu	Chairman of the Board and Chief Executive Officer	June27, 2024
Henry Liu	(Principal Executive Officer)
/s/ Shuai Li	Director, President and Chief Operating Officer	June27, 2024
Shuai Li
/s/ Long (Leo) Yi	Chief Financial Officer	June27, 2024
Long (Leo) Yi	(Principal Financial and Accounting Officer)
/s/ Yiye Zhou	Independent Director	June27, 2024
Yiye Zhou
/s/ Zhengyi (Janice) Fang	Independent Director	June27, 2024
Zhengyi (Janice) Fang
/s/ Cynthia Vuong	Independent Director	June27, 2024
Cynthia Vuong

II-2

EX-5.1

Exhibit 5.1

Writer’s email: kps@fdlawlv.com

June 27, 2024

Board of Directors

Lakeside Holding Limited

1475 Thorndale Ave, Suite A,

Itasca, IL 60143

Re: Lakeside Holding Limited Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as Nevada counsel for Lakeside Holding Limited, a Nevada corporation (the “Company”), in connection with the proposed registration of up to (i) up to 1,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), (ii) an over-allotment by the underwriters to purchase up to an aggregate of 187,500 additional Shares of Common Stock, when exercised in full, and (iii) up to 71,875 Shares of Common Stock issuable to the underwriters upon exercise of warrants to be issued to the underwriters. The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially submitted with the Securities and Exchange Commission (the “Commission”) on October 31, 2023 (as amended at the effective date thereof, the “Initial Registration Statement”). On the date hereof, the Company has filed a registration statement supplement to the Initial Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933 (the “Rule 462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statement”), that incorporates by reference the Initial Registration Statement, which was declared effective on June 27, 2024. The Rule 462(b) Registration Statement relates to the registration of the offer and sale of an additional of (i) 250,000 Shares of Common Stock, (ii) an over-allotment by the underwriters to purchase up to an aggregate of 37,500 additional Shares of Common Stock, when exercised in full, and (iii) up to 14,375 Shares of Common Stock issuable to the underwriters upon exercise of warrants (collectively, the “Additional Shares”).

In connection with the opinion expressed herein, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, including the Registration Statement and the form of underwriting agreement filed as an exhibit to the Registration Statement. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the laws of the State of Nevada and we express no opinion with respect to any other laws

Based upon the foregoing, we are of the opinion that, when the Additional Shares have been delivered in accordance with a definitive underwriting agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein (not less than the par value of the Common Shares), such Common Shares will be duly authorized, validly issued, fully paid and nonassessable.

3275 South Jones Blvd., Suite 105 | Las Vegas, Nevada 89146 | Phone: (702) 307-9500 | Fax: (702) 382-9452

June 27, 2024

Page 2 of 2

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Additional Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ FLANGAS LAW GROUP

FLANGAS LAW GROUP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1(No.333-278416 ) of Lakeside Holding Limited and Subsidiaries (the “Company”) of our report dated October 30, 2023 (except for the effects of stock split disclosed in Note 1,10, 11, 12 and 15, as to which the date is April 1, 2024), relating to our audits of the consolidated financial statements of the Company as of and for the years ended June 30, 2023 and 2022, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

/s/ ZH CPA, LLC

Denver, Colorado

June 27, 2024

999 18th Street, Suite 3000, Denver, CO, 80202 USA. Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Lakeside Holding Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered			Offering Price Per Unit		Aggregate Offering Price(1)(2)		Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, par value $0.0001 per share	Rule 457(o)		1,725,000	(3)	$	4.50	$	7,762,500	$	0.0001476	$	1,145.74
Fees to Be Paid	Equity	Representatives’ Warrants(4)(5)	Rule 457(g)		-			-		-		-		-
Fees to Be Paid	Equity	Common Stock, par value $0.0001 per share, underlying the Representatives’ Warrants(4)	Rule 457(g)		86,250		$	4.50	$	388,125	$	0.0001476	$	57.29
	Total Offering Amounts								$	8,150,625			$	1203.03
	Total Fees Previously Paid													1,113.92
	Total Fee Offsets													-
	Net Fee Due												$	89.11

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes additional shares of common stock and related warrants that the underwriters have the option to purchase to cover any over-allotments.

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby such indeterminate number of additional shares of common stock of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

(3) Represents (i) the additional 287,500 shares of common stock of the Registrant being registered, including the Registrant’s shares of common stock which the underwriters have the option to purchase to cover over-allotment, and (ii) the 1,437,500 shares of common stock that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-278416) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on June 27, 2024.

(4) We have agreed to issue to The Benchmark Company, LLC and Axiom Capital Management, Inc., as representatives of the underwriters, warrants to purchase the number of shares equal to five percent (5%) of the shares to be sold in this offering, including any shares exercised under the over-allotment option (the “Representatives’ Warrants”). The Representatives’ Warrants shall carry a term of five (5) years and shall not be exercisable for a period of six months from the closing of this offering. The Representatives’ Warrants are exercisable at a price per share equal to 100% of the initial public offering price.

(5) No registration fee required pursuant to Rule 457(g).