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 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 BY EDGAR

 April 4, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 Washington, D.C. 20549

 Attn:
 Karina Dorin

 Daniel Morris

 RE:
 Lakeside Holding Limited

 Registration Statement on Form S-1

 Filed March 19, 2025

 File No. 333-285931

 Mr. Jones and Mr. Ingram:

 Lakeside Holding Limited (the " Company "),
a Nevada corporation, hereby submits this letter in response to the comments set forth in that certain letter dated April 1, 2025 from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") to the
Company, relating to the registration statement on Form S-1 that the Company filed with the Commission on March 19, 2025.

 The Company is responding to the Staff's
comments by filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 ") that addresses the Staff's
comments, as more fully set forth below. For your convenience, the Staff's comments have been retyped herein in bold.

 Comment 1
 General

 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 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.

 Response

 The Company submits that the shares of common
stock that are registered under the registration statement consist of:

 ● up to 7,398,504 shares of common stock issuable upon conversion of senior secured convertible promissory
notes, including:

 o 4,273,504 shares of common stock underlying the Note issued in the initial closing of the First Tranche;

 o an estimate of 3,125,000 shares of common stock for the subsequent Note issuable in the subsequent closing
of the First Tranche;

 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 ● up to 568,827 shares of common stock issuable upon exercise of warrants, including:

 o 318,827 shares of common stock underlying the Warrant issued in the initial closing of the First Tranche,
and

 o an estimate of 250,000 shares of common stock for the subsequent Warrant issuable in the subsequent closing
of the First Tranche.

 In response to the comment, we have revised the
disclosure on pages 6, page 44 and Exhibit 107.

 Comment 2
 General

 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.

 Response

 The Company acknowledges the Staff's comment.
For the reasons outlined below, the Company respectfully submits that the proposed offering of up to 7,967,331 shares (the "Underlying
Shares") of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), by L1 Capital Global Opportunities
Master Fund ("L1" or the "Investor"), as contemplated in the Form S-1, is appropriately characterized as a secondary
offering under Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the "Securities Act").

 Background of the Convertible Notes Transaction:

 On March 5, 2025, the Company entered into the
Purchase Agreement with the Investor to sell and issue senior secured convertible notes and accompanying warrants to the Investor. On
the same day, the initial closing of the first tranche occurred, pursuant to which the Company sold and issued to the Investor: (i) a
Note with a principal amount of $1,000,000, and (ii) a Warrant to purchase 318,827 shares of Common Stock at an initial exercise price
of $1.9098 per share, subject to certain adjustments set forth therein. For the subsequent closing of the first tranche, the Investor
agreed to purchase an additional Note with a principal amount of $500,000, contingent upon the satisfaction of certain closing conditions,
including the Equity Conditions (as defined in the Purchase Agreement), and the declaration of effectiveness by the Commission of a resale
registration statement for the Common Stock issuable upon conversion of the Note and the Warrant.

 2

 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 C&DI 612.09 Analysis:

 The Company has reviewed the guidance provided
in the Securities Act Rules Compliance and Disclosure Interpretations (C&DI) Question 612.09, which outlines six factors to be considered
when determining whether a purported secondary offering should be classified as a primary offering. These factors include:

 1. How long the selling shareholders have held the shares;

 2. The circumstances under which they received the shares;

 3. Their relationship to the issuer;

 4. The amount of shares involved;

 5. Whether the sellers are in the business of underwriting securities; and

 6. Whether, under all the circumstances, it appears that the seller is acting as a conduit for the issuer.

 Each factor is addressed in the analysis below:

 Factor 1: How long the selling stockholder
has held the securities

 L1 purchased and has held the Note and Warrant
issued in the initial closing of the first tranche since March 5, 2025. Since such investment, L1 has not converted the Note or exercised
the Warrant to acquire the Underlying Shares. Additionally, the Note and Warrant prohibits conversion or exercise into Common Stock if
it would result in L1 beneficially owning more than 4.99% of the Company's outstanding Common Stock. The issuance of the Note and
Warrant in the initial closing was not conditioned on the prior effectiveness of the Form S-1 or L1's ability to immediately resell
the Underlying Shares. In addition, in Section 3.2 the Securities Purchase Agreement for its investment L1 represented and warranted to
the Company that it was acquiring the Notes, Warrants and any Underlying Shares for its own account and not with a view to distribution.
These facts demonstrate that L1 acquired the securities for investment purposes, not with the intent to distribute the Underlying Shares
on behalf of the Company or act as a statutory underwriter.

 3

 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 While the holding period of a security is a factor
which could make it less likely that a selling shareholder may be deemed to be acquiring securities with a view to distribution or otherwise
acting as a conduit for a primary offering, this factor is not determinative. The Commission has specifically noted that a short holding
period does not automatically negate valid investment intent (see C&DI 116.19, which contemplates that a secondary offering may occur
immediately following a private placement).

 The Purchase Agreement includes registration rights
for the Underlying Shares, obligating the Company to file a registration statement for the resale of the Underlying Shares and use commercially
reasonable efforts to ensure the registration statement is effective promptly. The Company filed the Form S-1 to fulfill this obligation.
Thus, the Company respectfully submits that the registration of the Underlying Shares as contemplated in the Form S-1 aligns with typical
private placement transactions, where an issuer files a resale registration statement shortly after closing.

 Factor 2: The circumstances under which the
selling securityholder received the securities

 L1 acquired the Note and Warrant in a private
placement exempt from registration under Section 4(a)(2) of the Securities Act. L1 made representations in the Purchase Agreement affirming
that it was an "accredited investor" or a "qualified institutional buyer" and that it was acquiring the securities
for its own account and not for resale or distribution. L1 also understood that the Underlying Shares would be subject to transfer restrictions
if not registered or if an exemption from registration was unavailable.

 L1 has not entered into any underwriting arrangement
with the Company or received any commission or payment for reselling its securities. The Company will not receive proceeds from the resale
of the Underlying Shares by L1. These facts distinguish this situation from a primary offering by or on behalf of the Company.

 Rule 100 of Regulation M defines a "distribution"
as "an offering of securities that is distinguished from ordinary trading transactions by the magnitude of the offering and the
presence of special selling efforts." There is no evidence suggesting that any special selling efforts, such as investor presentations
or road shows, have occurred. Further L1, the only investor in the private placement, has advised us that it has no intent to engage in
any special selling efforts if it elects to sell the Underlying Shares.

 4

 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 Additionally, the Company submits that the filing
of the Registration Statement does not of itself indicate a present intent to distribute the Underlying Shares. Investors in PIPE transactions
often prefer that securities underlying their investment be registered allowing for shares to be freely tradable if and when the investor
determines to sell such shares which can only occur based on unknown future market conditions. Further, issuing free trading shares in
advance of any sale as contrasted to a Rule 144 post sale issuance has administrative advantages including avoiding delays that are present
with restricted securities. Additionally, many private investment funds are required to mark their portfolios to market, as unregistered
securities may require an illiquidity discount when marked to market. Furthermore, registered shares may be used as margin collateral
under Federal Reserve regulations, whereas restricted securities do not qualify.

 Factor 3: The selling securityholder's
relationship to the issuer

 L1 is not, and has never been, an affiliate of
the Company. L1 has no ability to control the Company, either directly or indirectly, through contract, management, or voting rights,
nor does it have special access to material non-public information about the Company. As disclosed in the Registration Statement under
"Selling Shareholder," L1 has not had any material relationship with the Company except for its investment in the Company's
securities on March 5, 2025.

 Based upon information supplied to the Company
by L1, it is an investment management firm that acquired the Note and Warrant for its own account, with no intention of resale or distribution.
As described in the "Plan of Distribution" section of the Form S-1, the timing and amount of any sale is at L1's discretion.
The Company will not pay any brokers' or underwriters' fees in connection with the sale of the shares and will receive no proceeds from
the resale of the Underlying Shares.

 Factor 4: The amount of securities involved

 The Registration Statement is registering L1's
resale of up to 7,967,331 shares of Common Stock, which it has the right to acquire upon conversion of the Note and exercise of the Warrant.
These shares represent 52% of the Company's outstanding shares, assuming full conversion of the Note and exercise of the Warrant.
As noted earlier, L1 is restricted from holding more than 4.99% of the Company's outstanding Common Stock under the 4.99% beneficial
ownership limits in the Note and Warrant.

 Although the number of shares involved is a factor
in determining whether an offering is primary or secondary, the Company submits that undue emphasis should not be placed on this single
factor. The primary distinction is whether the resale of the securities is a conduit for a sale by the Company, with underwriting involvement.
The Commission's interpretations support this position, stating that the number of shares is only one of several factors to consider
(C&DI 612.09 and 612.12). For example, CD&I 612.12 indicates that a control person's sale of a 73% block of shares can still
be deemed to be a secondary offering notwithstanding the large quantity of securities relative to all outstanding securities, as the determinative
factor is whether the offering is by or on behalf of the registrant. As we indicate elsewhere in this response, the resale by L1 of the
Underlying Shares is not an offering by or on behalf of the Company.

 5

 Lakeside Holding Limited

 1475 Thorndale Avenue, Suite A

 Itasca, IL 60143

 Factor 5: Whether the securityholder is in
the business of underwriting securities

 Based upon information supplied to the Company
by L1, L1 invests for its own account and is not in the business of underwriting securities. As noted, L1 acquired the securities for
its own account, and not with a view to distribute them. There is no evidence suggesting that L1 is acting as an underwriter given the
definition in Section 2(a)(3) of the Securities Act and L1's purchase for investment and not with a view to distribution. Rather,
the facts indicate that L1 made an investment in the Company's securities in the ordinary course of its business, and does not engage
in activities typically associated with underwriters. As further support for this, L1 represents and warrants in Section 3.2 of the Securities
Purchase Agreement that it is acquiring the Note and Warrant and any Underlying Shares in the ordinary course of its business.

 Factor 6: Whether, under all circumstances,
it appears that the selling securityholder is acting as a conduit for the issuer

 Based on the foregoing analysis, the Company respectfully
submits that the facts