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Lakeside Holding Ltd

For the period ended Feb 12, 2026. Filed Jan 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 12, 2026 · Filed Jan 30, 2026

Use the contents to explore the available documents and sections.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

LAKESIDE HOLDING LIMITED

(Name of Registrant as Specified In Its Charter)

**N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Lakeside Holding Limited

1475 Thorndale Avenue, Suite A

Itasca, Illinois 60143

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

February 12, 2026, 09:30 a.m. (Eastern Time)

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Lakeside Holding Limited (the “Company”), will be held on Thursday, February 12, 2026, at 09:30 a.m.(Eastern Time). The Annual Meeting will be held virtually via a live webcast at https://us05web.zoom.us/j/84260476823?pwd=AaFnx4grYPXSffH6ypIx9GbaaFnxPt.1.

Items of Business

1.To elect directors to hold office until the Company’s 2027 Annual meeting of stockholders and until their respective successors have been duly elected and qualified;
2.To approve an amendment to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”) to increase our authorized shares of common stock to 2,000,000,000 shares;
3.To approve an amendment to the Company’s Articles of Incorporation to authorize 1,000,000,000 shares of “blank check” preferred stock;
4.To approve an amendment to the voting thresholds required for stockholder proposals;
5.To ratify the issuance of 5,600,000 shares of common stock;
6.To approve the sale of 100% of the issued and outstanding shares of American Bear Logistics Corp.; and
7.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

Record Date

The record date for the Annual Meeting is January 5, 2026 (“Record Date”). Only holders of shares of common stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote on all business transacted at the Annual Meeting or any continuation, postponement, or adjournment thereof.

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at the Company’s principal executive office during regular business hours for a period of no less than ten days prior to the Annual Meeting.

Voting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Stockholders are encouraged to attend, participate in, and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important. Please promptly complete and return your signed proxy card in the enclosed envelope or submit your proxy by telephone or via the Internet as described on your proxy card or voting instruction form. As described in the 2026 Proxy Statement (the “Proxy Statement”), you may also vote electronically at the Annual Meeting if you attend and participate.

Please refer to the accompanying Proxy Statement for additional details and important information about the Annual Meeting.

/s/ Long (Leo) Yi

Long (Leo) Yi

Director and Chief Financial Officer

Dated: January 30, 2026

TABLE OF CONTENTS

Page
IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2
PROPOSAL 1 – ELECTION OF DIRECTORS6
PROPOSAL 2 – AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK7
PROPOSAL 3 – AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE 10,000,000 SHARES OF “BLANK CHECK” PREFERRED STOCK9
PROPOSAL 4 – AMENDMENT TO THE VOTING THRESHOLD IN ARTICLES OF INCORPORATION12
PROPOSAL 5 – RATIFICATION OF STOCK ISSUANCE14
PROPOSAL 6 – APPROVAL OF SALE OF SUBSIDIARY15
EXECUTIVE OFFICERS16
CORPORATE GOVERNANCE17
EXECUTIVE AND DIRECTOR COMPENSATION20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT22
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS25
STOCKHOLDERS’ PROPOSALS26
HOUSEHOLDING27
APPENDIX A - CERTIFICATE OF AMENDMENTA-1
APPENDIX B FORM OF THE AMENDMENT TO THE ARTICLES OF INCORPORATIONB-1
APPENDIX C CERTIFICATE OF AMENDMENTC-1
APPENDIX D – SHARE PURCHASE AGREEMENTD-1
APPENDIX E – UNAUDITED PRO FORMA FINANCIAL STATEMENTSE-1

i

**Lakeside Holding Limited

1475 Thorndale Avenue, Suite A

Itasca, Illinois 60143

(224) 446-9048

**PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

This 2026 proxy statement (the “Proxy Statement”) includes certain information about Lakeside Holding Limited (the “Company,” “Lakeside Holding Limited,” “we,” “us” or “our”), and is being solicited by the Company’s Board of Directors (the “Board”), in connection with our 2026 Annual Meeting of Stockholders to be held virtually on Thursday, February 12, 2026 at 09:30 a.m. (Eastern Time) and any continuation, postponement or adjournment thereof (the “Annual Meeting”). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information, you are encouraged to review the Company’s 2025 Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Form 10-K”).

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