SecProbe.io

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 April 1, 2025

Henry Liu
Chief Executive Officer
Lakeside Holding Limited
1475 Thorndale Avenue, Suite A
Itasca, IL 60143

 Re: Lakeside Holding Limited
 Registration Statement on Form S-1
 Filed March 19, 2025
 File No. 333-285931
Dear Henry Liu:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note there are inconsistencies throughout the registration statement
regarding
 the number of shares comprising the 7,967,331 shares of common stock
being
 registered and offered for sale by the selling shareholder. For example,
the prospectus
 cover page, footnote (3) to the selling shareholder table and the
opinion reflect that the
 7,967,331 shares to be registered consist of (i) up to 7,398,504 shares
of common
 stock underlying the Notes, which represents the 4,273,504 shares of
common stock
 issuable upon conversion of the Note issued in the initial first tranche
closing and an
 estimated 3,125,000 shares of common stock issuable upon conversion of
the Note
 issued in the subsequent first tranche closing at an assumed floor price
of $0.16 per
 share, and (ii) up to 568,827 shares issuable upon exercise of the
Warrants, including
 318,827 shares of common stock underlying the Warrant issued to the
selling
 April 1, 2025
Page 2

 shareholder in the initial closing of the first tranche exercisable at
the exercise price of
 $1.9098 per share, plus additional shares estimated for purposes of the
subsequent
 Warrant in the subsequent closing of the first tranche. However,
disclosure on page 6
 states that the 7,967,331 shares to be registered consist of (i) up to
4,273,504 shares of
 common stock issuable pursuant to the terms of the Notes and (ii) up to
568,827
 shares issuable upon exercise of the Warrants. In addition, footnotes
(3) and (4) to the
 calculation of filing fee table reflect that the (i) 7,398,504 shares of
common stock
 underlying the Notes represents 2,708,175 shares of common stock for the
Note
 issued in the initial first tranche closing and 3,125,000 share of
common stock for the
 Note issued in the subsequent first tranche closing, and (ii) 568,827
shares issuable
 upon exercise of the Warrants consist of 318,827 shares of common
issuable upon the
 exercise of Warrant issued in the initial first tranche closing, and
3,125,000 shares of
 common stock issuable upon the exercise of warrants issuable in the
subsequent first
 tranche closing. Please reconcile disclosures throughout the
registration statement
 relating to the number of shares of common stock being offered for sale
by the selling
 shareholder, and ensure that the disclosures are consistent throughout
the registration
 statement.
2. We note you are registering for resale 7,967,331 shares of common stock.
Given the
 size of the offering relative to the number of shares outstanding,
please provide us
 with a detailed analysis as to why you believe the transaction is
appropriately
 characterized as a secondary offering that is eligible to be made under
Rule
 415(a)(1)(i), rather than a primary offering in which the selling
shareholder is actually
 an underwriter selling on your behalf. For guidance, please see Question
612.09 of the
 Division s Securities Act Rules Compliance & Disclosure
Interpretations.
3. Please revise your disclosure to clarify whether the issuance of the
7,967,331 shares
 of common stock being registered is subject to shareholder approval in
accordance
 with Nasdaq Listing Rule 5635(d). Please also confirm that you will not
request
 acceleration of the effective date of your registration statement until
you have
 obtained shareholder approval. In that regard, we note the preliminary
information
 statement on Schedule 14C filed on March 19, 2025 states that the
written consent
 taken by your majority stockholders will become effective 20 calendar
days following
 the date the information statement is first mailed to your stockholders.
4. Please revise to provide the undertakings required by Item 17 of Form
S-1 and Item
 512(a) of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 April 1, 2025
Page 3

 Please contact Karina Dorin at 202-551-3763 or Daniel Morris at
202-551-3314 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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