8-K
Lakeside Holding Ltd (LSH)
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):
November15, 2024
LAKESIDE HOLDING LIMITED
(ExactName of Registrant as Specified in its Charter)
| Nevada | 001-42140 | 82-1978491 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1475 Thorndale Avenue, Suite A
Itasca, Illinois60143
(Addressof Principal Executive Offices and Zip Code)
(224) 446-9048
(Registrant’stelephone number, including area code)
Not
Applicable
(Formername 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<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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<br> 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. ☐
Item2.02. Results of Operations and Financial Condition.
On November 15, 2024, Lakeside Holding Limited (the “Company”) announced its financial results for the fiscal quarter ended September 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, except as will be expressly set forth by specific reference in such a filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release - Lakeside Holding Provides First Quarter of Fiscal Year 2025 Results |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: November 15, 2024 | ||
|---|---|---|
| Lakeside Holding Limited | ||
| By: | /s/<br> Henry Liu | |
| Henry<br> Liu | ||
| Chairman<br> and Chief Executive Officer |
2
Exhibit99.1
LakesideHolding Provides First Quarter of Fiscal Year 2025 Results
Itasca, IL, November 15, 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 announced financial results for the first quarter of fiscal 2025, ended September 30, 2024.
Q12025 Financial Results:
| ● | Total<br> revenues decreased by $66,922, or 1.6%, from $4,148,476 for the three months ended September<br> 30, 2023, to $4,081,554 for the three months ended September 30, 2024. The decrease was primarily<br> driven by a decrease in revenues from our cross-border airfreight solutions, partially offset<br> by an increase in revenues from our cross-border ocean freight solutions. |
|---|---|
| o | Revenue<br> from our cross-border airfreight solutions segment decreased by $0.2 million or 8.2%, from<br> $2.4 million in the three months ended September 30, 2023, to $2.2 million in the three months<br> ended September 30, 2024. The decrease was primarily due to a decrease in the volume of cross-border<br> air freight processed, from approximately 7,816 tons for the three months ended September<br> 30, 2023, to approximately 7,273 tons for the three months ended September 30, 2024. |
| --- | --- |
| o | Revenue<br> from our cross-border ocean freight solutions segment increased by $0.1 million, or 7.8%,<br> from $1.7 million in the three months ended September 30, 2023, to $1.8 million in the three<br> months ended September 30, 2024. This growth was primarily due to an increase in the volume<br> of cross-border ocean freights processed and forwarded, rising from 1,290 TEU in the three<br> months ended September 30, 2023, to 1,430 TEU in the three months ended September 30, 2024. |
| --- | --- |
Revenuesby Customer Geographic
| For<br> the three months ended September 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||||
| Revenues | Amount | %<br> of <br> total <br> Revenues | Amount | %<br> of <br> total <br> Revenues | Amount<br> <br> Increase <br> (Decrease) | Percentage<br> <br> Increase <br> (Decrease) | ||||||||||
| Asia-based<br> customers | $ | 2,809,636 | 68.8 | % | $ | 1,694,223 | 40.8 | % | $ | 1,115,413 | 65.8 | % | ||||
| U.S.-based customers | 1,271,918 | 31.2 | % | 2,454,253 | 59.2 | % | (1,182,335 | ) | (48.2 | )% | ||||||
| Total<br> revenues | $ | 4,081,554 | 100.0 | % | $ | 4,148,476 | 100.0 | % | $ | (66,922 | ) | (1.6 | )% | |||
| o | Revenues<br> from Asia-based customers increased by $1.1 million, or 65.8%, from $1.7 million in the three<br> months ended September 30, 2023, to $2.8 million in the three months ended September 30,<br> 2024. The increase in revenues from Asia-based customers was driven by a surge in volume<br> from these customers, particularly those serving large e-commerce platforms. This growth<br> reflects the rising demand for our services, a direct result of the overall expansion of<br> the U.S. e-commerce market. | |||||||||||||||
| --- | --- | |||||||||||||||
| o | Revenues<br> from U.S.-based customers decreased by $1.2 million, or 48.2%, from $2.5 million in<br> the three months ended September 30, 2023, to $1.3 million in the same period in 2024. | |||||||||||||||
| --- | --- | |||||||||||||||
| ● | Cost<br> of revenues increased by $0.1 million, or 1.7%, from $3.5 million in the three months ended<br> September 30, 2023, to $3.6 million in the three months ended September 30, 2024. | |||||||||||||||
| --- | --- | |||||||||||||||
| ● | Gross<br> profit decreased by $0.1 million, or 19.3%, from $0.6 million in the three months ended September<br> 30, 2023, to $0.5 million in the three months ended September 30, 2024. Our gross margin<br> was 12.8% for the three months ended September 30, 2024, compared to 15.6% for the three<br> months ended September 30, 2023. The decline in gross margin was primarily attributable to<br> reduced revenue from the airfreight solutions segment and 2) an increase in our cost of revenue<br> in warehouse services, customs declaration, and terminal charges. | |||||||||||||||
| --- | --- | |||||||||||||||
| ● | General<br> and administrative expenses increased by $1.0 million, or 114.7%, from $0.9 million in the<br> three months ended September 30, 2023, to $1.8 million in the three months ended September<br> 30, 2024. These expenses represented 45.0% and 20.6% of our total revenues for the three<br> months ended September 30, 2024 and 2023, respectively. The increase was primarily attributed<br> to higher salary and employee benefit expenses, professional fees, office and travel expenses,<br> insurance, and entertainment expenses. The increase was primarily attributed to the following: | |||||||||||||||
| --- | --- | |||||||||||||||
| o | Salaries<br> and employee benefits expenses increased by $0.3 million, or 116.9%, from $0.5 million in<br> the three months ended September 30, 2023, to $0.8 million in the three months ended September<br> 30, 2024. Our salaries and employee benefits expenses represented 50.3% and 66.8% of our<br> total general and administrative expenses for the three months ended September 30, 2024,<br> and 2023, respectively. The increase was mainly due to recruiting additional sales, customer<br> services, and back-office support personnel to support our business growth. | |||||||||||||||
| --- | --- | |||||||||||||||
| o | Professional<br> fees increased by $0.3 million, or 1,839.6%, from $17,535 in the three months ended September<br> 30, 2023, to $340,114 in the three months ended September 30, 2024. Our professional fee<br> represented 18.5% and 2.0% of our total general and administrative expenses for the three<br> months ended September 30, 2024 and 2023, respectively. The increase was primarily due to<br> audit fees, legal fees, consulting expenses, investor-related expenses, and financial reporting<br> service fees for the three months ended September 30, 2024. In the three months ended September<br> 30, 2023, most expenses directly related to the offering were not included in professional<br> fees, as they were accounted for as deferred initial public offering assets. | |||||||||||||||
| --- | --- | |||||||||||||||
| ● | Net<br> loss was $1.3 million and $0.3 million for the three months ended September 30, 2024 and<br> 2023, respectively. | |||||||||||||||
| --- | --- |
2
ManagementCommentary
Henry Liu, Chairman and Chief Executive Officer of Lakeside, commented, “Our first quarter results for fiscal year 2025 reflect both ongoing growth opportunities and some temporary challenges in our cross-border airfreight segment. Although total revenue declined slightly by 1.6% compared to the same quarter last year, we achieved solid gains in cross-border ocean freight, with segment revenues increasing by 7.8% due to stronger demand from Asia-based customers. This demand surge, particularly among large e-commerce clients, affirms our strategy to focus on expanding high-growth markets and highlights the success of our operational partnerships in the region.”
“As we look ahead, we anticipate a rebound in revenue for the next quarter, driven by increased air freight demand for the upcoming holiday season as online purchases ramp up. We have expanded our production capacity to accommodate higher volumes and are prepared to meet rising customer demand efficiently. Additionally, the continued decrease in ocean freight charges is fueling import and export activities, while the broader shift toward e-commerce underscores the need for timely and competitively priced deliveries. We are confident in our ability to deliver on these needs, backed by our investments in advanced logistics technology and strategic facility expansions, including our new Dallas-Fort Worth site. We believe these efforts position us well for the quarters ahead as we strive to enhance value for our shareholders and customers,” said Mr. Liu.
Q12025 Operational Highlights
| ● | In<br> July, we closed our upsized initial public offering of 1,500,000 shares of common stock at<br> a public offering price of $4.50 per share to the public for a total of $6,750,000 of gross<br> proceeds to the Company before deducting underwriting discounts and offering expenses. |
|---|---|
| ● | In<br> July, we entered into a one-year renewable agreement with a leading Asia-based e-commerce<br> platform to provide logistics services, including freight, customs, and parcel handling.<br> The partnership uses advanced API integration to offer real-time supply chain visibility<br> for sellers, enhancing the customer experience. |
| --- | --- |
| ● | In<br> August, we announced a partnership to provide customs brokerage services for a major social<br> media and e-commerce platform, offering real-time logistics data through API integration.<br> This deal streamlines customs clearance and enhances inventory and delivery visibility for<br> platform sellers. |
| --- | --- |
| ● | In<br> September, we announced the launch of a Pick & Pack Fulfillment service for a major Chinese<br> logistics company, offering inventory management and order processing across U.S. hubs. The<br> service improves lead times and optimizes fulfillment efficiency. |
| --- | --- |
| ● | In<br> September, we announced the expansion of our Dallas-Fort Worth operations, more than doubling<br> its space to 46,657 sq. ft. and increasing staff to meet growing demand. The new facility<br> is equipped with advanced technology to improve logistics efficiency and support business<br> growth. |
| --- | --- |
3
AboutLakeside 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.
SafeHarbor 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, including those listed under “Risk 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.
InvestorRelations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com
***tables follow ***
4
LAKESIDEHOLDING LIMITEDCONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| As of June 30, 2024<br> <br>(audited) | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalent | 2,739,275 | $ | 123,550 | ||
| Accounts receivable – third parties, net | 1,786,451 | 2,082,152 | |||
| Accounts receivable – related party, net | 505,361 | 763,285 | |||
| Prepayment and other receivable | 113,198 | - | |||
| Contract assets | 41,301 | 129,506 | |||
| Due from related parties | 645,318 | 441,279 | |||
| Total current assets | 5,830,904 | 3,539,772 | |||
| NON-CURRENT ASSETS | |||||
| Investment in other entity | 15,741 | 15,741 | |||
| Property and equipment at cost, net of accumulated depreciation | 314,496 | 344,883 | |||
| Right of use operating lease assets | 4,320,579 | 3,471,172 | |||
| Right of use financing lease assets | 29,881 | 37,476 | |||
| Deferred tax asset | - | 89,581 | |||
| Deferred offering costs | - | 1,492,798 | |||
| Deposit and repayment | 298,217 | 202,336 | |||
| Total non-current assets | 4,978,914 | 5,653,987 | |||
| TOTAL ASSETS | 10,809,818 | $ | 9,193,759 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payables – third parties | 758,963 | $ | 1,161,858 | ||
| Accounts payables – related parties | 70,872 | 227,722 | |||
| Accrued liabilities and other payables | 869,109 | 1,335,804 | |||
| Current portion of obligations under operating leases | 1,891,877 | 1,186,809 | |||
| Current portion of obligations under financing leases | 34,214 | 37,619 | |||
| Loans payable, current | 484,725 | 746,962 | |||
| Dividend payable | 98,850 | 98,850 | |||
| Tax payable | 79,825 | 79,825 | |||
| Due to shareholders | 138,107 | 1,018,281 | |||
| Total current liabilities | 4,426,542 | 5,893,730 | |||
| NON-CURRENT LIABILITIES | |||||
| Loans payable, non-current | 105,166 | 136,375 | |||
| Obligations under operating leases, non-current | 2,646,597 | 2,506,402 | |||
| Obligations under financing leases, non-current | 13,233 | 17,460 | |||
| Total non-current liabilities | 2,764,996 | 2,660,237 | |||
| TOTAL LIABILITIES | 7,191,538 | $ | 8,553,967 | ||
| Commitments and Contingencies | |||||
| EQUITY | |||||
| Common stocks, 0.0001 par value, 200,000,000 shares authorized, 7,500,000 and 6,000,000 issued and outstanding as of September 30, 2024 and June 30, 2024, respectively* | 750 | 600 | |||
| Subscription receivable | - | (600 | ) | ||
| Additional paid-in capital | 4,942,791 | 642,639 | |||
| Accumulated other comprehensive income | 15,965 | 2,972 | |||
| Deficits | (1,341,226 | ) | (5,819 | ) | |
| Total equity | 3,618,280 | 639,792 | |||
| TOTAL LIABILITIES AND EQUITY | 10,809,818 | $ | 9,193,759 |
All values are in US Dollars.
5
LAKESIDEHOLDING LIMITEDCONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| For the Three Months Ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue from third party | $ | 3,599,787 | $ | 4,054,287 | ||
| Revenue from related parties | 481,767 | 94,189 | ||||
| Total revenue | 4,081,554 | 4,148,476 | ||||
| Cost of revenue from third party | 2,994,285 | 2,905,597 | ||||
| Cost of revenue from related parties | 564,730 | 595,336 | ||||
| Total cost of revenue | 3,559,015 | 3,500,933 | ||||
| Gross profit | 522,539 | 647,543 | ||||
| Operating expenses: | ||||||
| General and administrative expenses | 1,837,206 | 855,778 | ||||
| Loss from deconsolidation of a subsidiary | - | 73,151 | ||||
| Provision of allowance for expected credit loss | 12,837 | 52,122 | ||||
| Total operating expenses | 1,850,043 | 981,051 | ||||
| Loss from operations | (1,327,504 | ) | (333,508 | ) | ||
| Other income (expense): | ||||||
| Other income, net | 109,788 | 46,949 | ||||
| Interest expense | (28,110 | ) | (22,785 | ) | ||
| Total other income, net | 81,678 | 24,164 | ||||
| Loss before income taxes | (1,245,826 | ) | (309,344 | ) | ||
| Income taxes expense (recovery) | 89,581 | (2,059 | ) | |||
| Net loss and comprehensive loss | (1,335,407 | ) | (307,285 | ) | ||
| Net loss attributable to non-controlling interest | - | (3,025 | ) | |||
| Net loss attributable to common stockholders | (1,335,407 | ) | (304,260 | ) | ||
| Other comprehensive loss | ||||||
| Foreign currency translation gain | 12,993 | 3,122 | ||||
| Comprehensive loss | (1,322,414 | ) | (304,163 | ) | ||
| Less: comprehensive loss attributable to non-controlling interest | - | (3,119 | ) | |||
| Comprehensive loss attributable to the common shareholders | $ | (1,322,414 | ) | $ | (301,044 | ) |
| Loss per share – basic and diluted | $ | (0.18 | ) | $ | (0.05 | ) |
| Weighted average shares outstanding – basic and diluted* | 7,500,000 | 6,000,000 |
6
LAKESIDEHOLDING LIMITED
CONDENSSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For<br> the Three Months Ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash<br> flows from operating activities: | ||||||
| Net<br> loss | $ | (1,335,407 | ) | $ | (307,285 | ) |
| Adjustments<br> to reconcile net loss to net cash provided by operating activities: | ||||||
| Depreciation<br> – G&A | 17,995 | 17,995 | ||||
| Depreciation<br> – cost of revenue | 18,164 | 18,165 | ||||
| Amortization<br> of operating lease assets | 466,723 | 219,571 | ||||
| Depreciation<br> of right-of-use finance assets | 7,595 | 7,332 | ||||
| Provision<br> of allowance for expected credit loss | 12,837 | 52,122 | ||||
| Deferred<br> tax expense (benefit) | 89,581 | (2,059 | ) | |||
| Loss<br> from derecognition of shares in subsidiary | - | 73,151 | ||||
| Changes<br> in operating assets and liabilities: | ||||||
| Accounts<br> receivable – third parties | 282,864 | (138,491 | ) | |||
| Accounts<br> receivable – related parties | 257,924 | (65,995 | ) | |||
| Contract<br> assets | 88,205 | 26,213 | ||||
| Due<br> from related parties | (77,812 | ) | 49,182 | |||
| Prepayment,<br> other deposit | (176,572 | ) | 2,623 | |||
| Accounts<br> payables – third parties | (402,895 | ) | 133,904 | |||
| Accounts<br> payables – related parties | (156,850 | ) | 141,213 | |||
| Accrued<br> expense and other payables | (24,876 | ) | 37,739 | |||
| Operating<br> lease liabilities | (470,260 | ) | (225,023 | ) | ||
| Net<br> cash (used in) provided by operating activities | (1,402,784 | ) | 40,357 | |||
| Cash<br> flows from investing activities: | ||||||
| Payment<br> made for investment in other entity | - | (29,906 | ) | |||
| Net<br> cash outflow from deconsolidation of a subsidiary (Appendix A) | - | (48,893 | ) | |||
| Prepayment<br> for system installation | (32,507 | ) | - | |||
| Acquisition<br> of property and equipment | (5,772 | ) | - | |||
| Net<br> cash used in investing activities | (38,279 | ) | (78,799 | ) | ||
| Cash<br> flows from financing activities: | ||||||
| Proceeds<br> from loans | - | 225,000 | ||||
| Repayment<br> of loans | (265,456 | ) | (122,137 | ) | ||
| Repayment<br> of equipment and vehicle loans | (27,990 | ) | (29,678 | ) | ||
| Principal<br> payment of finance lease liabilities | (7,632 | ) | (6,425 | ) | ||
| Proceeds<br> from initial public offering, net of share issuance costs | 5,351,281 | - | ||||
| Advanced<br> to related parties | (126,227 | ) | - | |||
| Repayment<br> to shareholders | (879,574 | ) | - | |||
| Net<br> cash provided by financing activities | 4,044,402 | 66,760 | ||||
| Effect<br> of exchange rate changes on cash and cash equivalents | 12,386 | 3,216 | ||||
| Net<br> decrease in cash and cash equivalent | 2,615,725 | 31,534 | ||||
| Cash<br> and cash equivalent, beginning of the period | 123,550 | 174,018 | ||||
| Cash<br> and cash equivalent, end of the period | $ | 2,739,275 | $ | 205,552 | ||
| SUPPLEMENTAL<br> DISCLOSURES OF CASH FLOW INFORMATION: | ||||||
| Cash<br> paid for income tax | $ | — | $ | — | ||
| Cash<br> paid for interest | $ | 6,274 | $ | 6,462 | ||
| SUPPLEMENTAL<br> SCHEDULE OF NON-CASH IN FINANCING ACTIVITIES | ||||||
| Deferred<br> offering costs within due to shareholders | $ | — | $ | 230,000 | ||
| NON-CASH<br> ACTIVITIES | ||||||
| Right<br> of use assets obtained in exchange for operating lease obligations | $ | 1,244,140 | $ | — | ||
| Right<br> of use assets obtained in exchange for finance lease obligation | $ | — | $ | — | ||
| APPENDIX<br> A – Net cash outflow from deconsolidation of a subsidiary | ||||||
| Working<br> capital, net | $ | 29,812 | ||||
| Investment<br> in other entity recognized | (15,741 | ) | ||||
| Elimination<br> of NCl at deconsolidation of a subsidiary | 10,187 | |||||
| Loss<br> from deconsolidation of a subsidiary | (73,151 | ) | ||||
| Cash | $ | (48,893 | ) |
7