Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 1, 2024

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)

(I.R.S. 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 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 2.02 Results of Operations and Financial Condition.

On October 1, 2024, Lakeside Holding Limited (the “Company”) announced its financial results for the fiscal year ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Report.

The information under this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release - Lakeside Holding Reports Impressive 42% Revenue Growth for Fiscal Year 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Date: October 1, 2024	Lakeside Holding Limited

	By:	/s/ Henry Liu
		Henry Liu
		Chairman and Chief Executive Officer

Exhibit 99.1

Lakeside Holding Reports Impressive 42% Revenue Growth for Fiscal Year 2024

Cross-Border Airfreight Solutions Surge by 117%, Driving Exceptional Financial Performance

Itasca, IL, October 1, 2024 -- Lakeside Holding Limited (“Lakeside” or the “Company”) (Nasdaq: LSH), a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market operating under the brand American Bear Logistics (“ABL”), today reported financial results for the fiscal year ended June 30, 2024.

Fiscal Year 2024 Highlights:

●

Total revenues increased by 42.3% to $18.3 million, driven by a 117.6% rise in airfreight revenues to $10.4 million, partially offset by a 2.5% decrease in ocean freight revenues to $7.9 million.

●

Cost of revenues increased by 41.6% to $14.6 million, primarily due to higher transportation costs, up 27.6% to $7.5 million; warehouse service charges, up 107.5% to $2.9 million; and custom declaration fees, up 50.2% to $2.4 million, as well as overhead costs also rose by 29.6%.

●

Gross profit increased by 44.9% to $3.7 million, with the profit margin rising slightly from 19.9% to 20.3%. This was driven by higher sales and offering a wider range of services, such as warehousing, distribution, and customs clearance, with higher mark-ups.

●

General and administrative expenses rose by 77.5% to $4.1 million, driven by increased staffing costs and higher professional fees for audit and legal services.

●

Net loss for the year ended June 30, 2024 was $0.2 million, compared with a net income of $1.0 million for the year ended June 30, 2023.

Operational Achievements:

●

In July, the Company successfully closed an upsized IPO, raising $6.75 million in gross proceeds, underscoring strong investor confidence in its growth potential.

●

The Company entered into a one-year renewable agreement in July with a leading Asia-based e-commerce platform to provide advanced cross-border fulfillment services, enhancing supply chain visibility for sellers through API integration.

●

In August, a strategic partnership was announced with a major social media and e-commerce platform to enhance customs brokerage services, offering real-time logistics data and streamlining customs clearance processes.

●

In September, a Pick & Pack Fulfillment service was launched for a major Chinese logistics company, optimizing inventory management and order processing across U.S. hubs to enhance fulfillment efficiency.

●

The Company expanded its Dallas-Fort Worth operations in September, more than doubling facility space to 46,657 sq. ft. and increasing staffing to support growing demand, while incorporating advanced logistics technology.

Management Commentary

Henry Liu, Chairman and Chief Executive Officer of Lakeside, commented, “We are pleased to report strong financial performance for fiscal year 2024, highlighted by a 42.3% increase in revenue to $18.3 million. This growth was driven primarily by the 117.6% surge in our cross-border airfreight solutions, as we capitalized on rising demand from the e-commerce sector. Expanding this segment has proven to be a key strategic move, with the volume of air freight processed doubling to over 26,000 tons this year, compared to fiscal year 2023.”

“We remain committed to providing flexible and competitive services that address the evolving needs of our customers. Our continued investment in workforce expansion and service capacity has allowed us to manage growing demand while maintaining exceptional service levels. With a 44.9% increase in gross profit and improvements in our gross margin, we are excited about the growth opportunities ahead. Our recent service launches, operational expansions, and partnerships with leading e-commerce platforms solidify our position as a trusted provider of seamless, technology-driven logistics solutions, setting the stage for continued success in fiscal year 2025 and beyond,” concluded Mr. Liu.

Fiscal Year 2024 Conference Call Details

The Company has scheduled a conference call and live webcast to discuss its financial results at 8:00 A.M. Eastern Time (8:00 P.M. Beijing Time) on Friday, October 4, 2024. Management will deliver prepared remarks.

The dial-in details for the conference call are as follows:

●

Toll-free dial-in number: +1-877-407-9716

●

International dial-in number: +1-201-493-6779

●

Webcast and replay: https://viavid.webcasts.com/starthere.jsp?ei=1691867&tp_key=a2ac91e949

The live audio webcast of the call can also be accessed by visiting Lakeside’s Investor Relations page on the Company's website at https://lakeside-holding.com. An archive of the webcast will be available on the Company's website following the live call.

About Lakeside Holding Limited

Lakeside Holding Limited, based in Itasca, IL, is a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market, including China and South Korea. Operating under the brand American Bear Logistics, we primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms, and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. For more information, please visit https://lakeside-holding.com.

Safe Harbor Statement

This press release contains forward-looking statements that reflect our current expectations and views of future events. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.

Investor Relations Contact:

Matthew Abenante, IRC

President

Strategic Investor Relations, LLC

Tel: 347-947-2093

Email: matthew@strategic-ir.com

*** tables follow ***

LAKESIDE HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS

	As of June 30, 2024			As of June 30, 2023
ASSETS
CURRENT ASSETS
Cash	$	123,550		$	174,018
Accounts receivable – third parties, net		2,082,152			1,373,676
Accounts receivable – related party, net		763,285			44,627
Prepayment and other receivable		-			52,623
Contract assets		129,506			44,740
Due from related parties		441,279			746,130
Total current assets		3,539,772			2,435,814

NON-CURRENT ASSETS
Investment in other entity		15,741			—
Property and equipment at cost, net of accumulated depreciation		344,883			489,520
Right of use operating lease assets		3,471,172			2,271,070
Right of use financing lease assets		37,476			48,206
Deferred tax asset		89,581			—
Deferred offering costs		1,492,798			90,000
Prepayment, deposit and other receivable		202,336			137,336
Total non-current assets		5,653,987			3,036,132
TOTAL ASSETS	$	9,193,759		$	5,471,946

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables – third parties	$	1,161,858		$	462,214
Accounts payables – related parties		227,722			365,413
Accrued liabilities and other payables		1,335,804			325,701
Current portion of obligations under operating leases		1,186,809			769,782
Current portion of obligations under financing leases		37,619			42,889
Loans payable, current		746,962			586,688
Dividend payable		98,850			98,850
Tax payable		79,825			32,829
Due to shareholders		1,018,281			90,000
Total current liabilities		5,893,730			2,774,366

NON-CURRENT LIABILITIES
Loans payable, non-current		136,375			231,599
Deferred tax liability		-			24,752
Obligations under operating leases, non-current		2,506,402			1,564,633
Obligations under financing leases, non-current		17,460			21,836
Total non-current liabilities		2,660,237			1,842,820
TOTAL LIABILITIES	$	8,553,967		$	4,617,186
Commitments and Contingencies

EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 6,000,000 and 6,000,000 issued and outstanding as of June 30, 2024 and 2023, respectively*		600			600
Subscription receivable		(600	)		(600	)
Additional paid-in capital		642,639			-
Accumulated other comprehensive income (loss)		2,972			(244	)
(Deficits) Retained earnings		(5,819	)		862,072
Total stockholders’ equity		639,792			861,828

Non-controlling interests in subsidiary		-			(7,068	)
Total equity		639,792			854,760
TOTAL LIABILITIES AND EQUITY	$	9,193,759		$	5,471,946

LAKESIDE HOLDING LIMITED
CONSOLIDATED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	For the Years Ended June 30,
	2024			2023
Revenue from third party	$	16,450,908		$	12,763,577
Revenue from related parties		1,864,247			109,314
Total revenue		18,315,155			12,872,891

Cost of revenue from third party		12,316,374			8,385,222
Cost of revenue from related parties		2,282,824			1,923,380
Total cost of revenue		14,599,198			10,308,602
Gross profit		3,715,957			2,564,289

Operating expenses:
Selling expense		2,500			79,822
General and administrative expenses		4,138,190			2,331,312
Loss from deconsolidation of a subsidiary		73,151			-
Provision (reversal) of allowance for expected credit loss		28,157			(93,742	)
Total operating expenses		4,241,998			2,317,392

(Loss) Income from operations		(526,041	)		246,897

Other income (expense):
Other income, net		338,435			885,501
Interest expense		(108,008	)		(123,600	)
Total other income, net		230,427			761,901

(Loss) Income before income taxes		(295,614	)		1,008,798

Credit (Provision) for income taxes		67,337			(65,068	)

Net (loss) income and comprehensive (loss) income		(228,277	)		943,730
Net loss attributable to non-controlling interest		(3,025	)		(39,872	)
Net (loss) income attributable to common stockholders		(225,252	)		983,602

Other comprehensive (loss) income
Foreign currency translation gain (loss)		3,122			(255	)
Comprehensive (loss) income		(225,155	)		943,475
Less: comprehensive loss attributable to non-controlling interest		(3,119	)		(39,883	)
Comprehensive (loss) income attributable to the Company	$	(222,036	)	$	983,358

(Loss) earnings per share – basic and diluted	$	(0.04	)	$	0.16
Weighted average shares outstanding – basic and diluted*		6,000,000			6,000,000

	For the Years Ended June 30,
	2024			2023
Pro Forma information Statement for Income Tax Provision as a C Corporation upon Reorganization
(Loss) Income before income taxes	$	(295,614	)	$	1,008,798
Credit (Provision) for income taxes		239,466			(307,683	)

Net (loss) income and comprehensive (loss) income	$	(56,148	)	$	701,115
Net loss attributable to non-controlling interests		(3,025	)		(39,872	)
Net (loss) income attributable to common stockholders		(53,123	)		740,987

Other Comprehensive income (loss)
Foreign currency translation (loss) gain		3,122			(255	)
Comprehensive (loss) income		(53,026	)		700,860
Less: net loss attributable to non-controlling interest		(3,119	)		(39,883	)
Comprehensive (loss) income attributable to the Company	$	(49,907	)	$	740,743
(Loss) Earnings per share – Basic and diluted*	$	(0.01	)	$	0.12
Weighted Average Shares Outstanding – Basic and diluted*		6,000,000			6,000,000

LAKESIDE HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended June 30,
	2024			2023 (Revised)
Cash flows from operating activities:
Net (loss) income	$	(228,277	)	$	943,730
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation – G&A		71,980			130,755
Depreciation – overhead cost		72,657			-
Non-cash operating lease expense		1,005,686			826,284
Depreciation of right-of-use finance assets		30,712			31,780
Provision (Reversal) of allowance for expected credit loss		28,157			(93,742	)
Deferred tax (benefit) expense		(114,333	)		32,239
Loss from derecognition of shares in subsidiary		73,151			—
Changes in operating assets and liabilities:
Accounts receivable – third parties		(722,522	)		(506,152	)
Accounts receivable – related parties		(732,769	)		(28,887	)
Contract assets		(84,766	)		54,441
Due from related party		328,820			(579,496	)
Prepayment, other deposit		(12,377	)		18,672
Accounts payables – third parties		699,644			54,410
Accounts payables – related parties		(137,691	)		(101,896	)
Accrued expense and other payables		468,284			57,701
Tax payable		46,996			32,829
Lease liabilities – Operating lease		(846,992	)		(833,365	)
Net cash (used in) provided by operating activities		(53,640	)		39,303

Cash flows from investing activities:
Payment made for investment in other entity		(29,906	)		—
Net cash outflow from deconsolidation of a subsidiary (Appendix A)		(48,893	)		—
Acquisition of property and equipment		—			(18,288	)
Net cash used in investing activities		(78,799	)		(18,288	)

Cash flows from financing activities:
Proceeds from loans		400,000			—
Repayment of loans		(214,986	)		(100,864	)
Repayment of equipment and vehicle loans		(119,964	)		(104,598	)
Principal payment of finance lease liabilities		(29,628	)		(20,640	)
Payment for deferred offering cost		(170,000	)		(90,000	)
Advance to related parties		(23,969	)		—
Proceeds from shareholders		237,302			110,550
Repayment to shareholders		—			(47,536	)
Net cash provided by (used in) financing activities		78,755			(253,088	)

Effect of exchange rate changes on cash and cash equivalents		3,216			32,560
Net decrease in cash		(50,468	)		(199,513	)
Cash, beginning of the year		174,018			373,531
Cash, end of the year	$	123,550		$	174,018

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	—
Cash paid for interest	$	31,161		$	26,474

SUPPLEMENTAL SCHEDULE OF NON-CASH IN FINANCING ACTIVITIES
Deferred offering costs within due to shareholders	$	860,979		$	90,000
Deferred offering costs within accrued expense and other payables	$	541,819		$	—

NON-CASH ACTIVITIES
Dividends declared	$	—		$	200,000
Dividends declared and offset against due from shareholders	$	—		$	101,150
Property and equipment additions included in loan payable	$	—		$	98,245
Right of use assets obtained in exchange for operating lease obligations	$	2,094,498		$	124,600
Right of use assets obtained in exchange for finance lease obligation	$	19,982		$	32,107

APPENDIX A – Net cash outflow from deconsolidation of a subsidiary
Working capital, net	$	29,812		$	—
Investment in other entity recognized		(15,741	)		—
Elimination of NCl at deconsolidation of a subsidiary		10,187			—
Loss from deconsolidation of a subsidiary		(73,151	)		—
Cash	$	(48,893	)	$	—

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-42140
Entity Registrant Name	LAKESIDE HOLDING LIMITED
Entity Central Index Key	0001996192
Entity Tax Identification Number	82-1978491
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1475 Thorndale Avenue
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Itasca
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60143
City Area Code	224
Local Phone Number	446-9048
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value US$0.0001 per share
Trading Symbol	LSH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false