Lakeside Holding Ltd

S-11 ea0201917-01.htm REGISTRATION STATEMENT

Asfiled with the Securities and Exchange Commission on April 1, 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)

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:

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.☐

If this Form is apost-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 apost-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, anon-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.

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 registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

1,250,000 Shares

This is an initial public offering of common stock of Lakeside Holding Limited. We areoffering 1,250,000 shares of our common stock, par value $0.0001 per share.

Prior to this offering there has been no public market for our common stock. It is currently estimated that the initial public offering price will be between$4.00 and$5.00 per share.

We intend to apply to list our common stock on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “LSH.” At this time, the Nasdaq has not yet approved our application to list our common stock. The completion of this offering is contingent upon the Nasdaq’s final approval of our listing application. There is no assurance that such application will be approved, and if our application is not approved by the Nasdaq, this offering will not be completed.

We are an “emerging growth company” and a “smaller reporting company” under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings after the closing of this offering. See the section titled “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 7 of this prospectus to read about factors you should consider before deciding to invest in shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase upto 187,500 additional shares of our common stock at the initial public offering price less the underwriting discounts and commissions.

Delivery of the shares is expected to be made on or about , 2024.

, 2024