SecProbe.io

CORRESP
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 LAKESIDE HOLDING LIMITED

 1475 THORNDALE AVENUE, SUITE A,

 ITASCA, ILLINOIS 60143

 April 16, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Lakeside Holding Limited

 Registration Statement on Form S-1, as amended

 Initially Filed on March 19, 2025

 File No. 333- 285931

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Lakeside Holding Limited (the "Company")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated and that
the Registration Statement become effective at 9:00 a.m., Eastern Time, on Monday, April 21, 2025, or as soon thereafter as practicable.

 The Company acknowledges that:
(1) should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 If you have any questions,
please do not hesitate to contact Elizabeth Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel:
212-326-0199).

 Very truly yours,

 LAKESIDE HOLDING LIMITED

 By:
 /s/ Long Yi

 Name:
 Long Yi

 Title:
 Chief Financial Officer

 Cc: Elizabeth
Fei Chen, Esq.

CORRESP
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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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

June 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Steve Lo

 Re: Lakeside Holding Limited

Registration Statement on Form S-1

Filed June 21, 2024

File No. 333-278416

Registration Statement on Form 8-A

Filed June 21, 2024

File No. 001-42140

Dear Mr. Lo:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of securities of Lakeside Holding Limited (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on Thursday, June 27, 2024, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

We, as representative of the underwriters,
also request that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the common stock of the Company,
be declared effective concurrently with the S-1 Registration Statement.

Pursuant to Rule 460 under
the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of
Page Intentionally Left Blank]

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ John J. Borer III

    Name:
    John J. Borer III

    Title:
    Senior Managing Director

cc: Henry Liu, Lakeside Holding Limited

Richard A. Friedman, Sheppard, Mullin,
Richter & Hampton LLP

Yang Ge, DLA Piper UK LLP

CORRESP
1
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June 26, 2024

VIA EDGAR

Mr. Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

Division of Corporate Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE Washington, D.C. 20549

    Re:
    Lakeside Holding Limited (CIK No. 0001996192)

    Registration Statement on Form S-1,
as amended (File No. 333-278416)

    Registration Statement on Form 8-A
(File No. 001-42140)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C
(“Rule 461”) promulgated under the Securities Act of 1933, as amended, Lakeside Holding Limited (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “S-1 Registration Statement”)
be accelerated to, and that the S-1 Registration Statement become effective at 5:00 p.m., Eastern Time, on Thursday, June 27, 2024, or
as soon as thereafter practicable.

The Company also requests that the Registration
Statement on Form 8-A under the Securities Exchange Act of 1934, covering the common stock of the Company, be declared effective concurrently
with the S-1 Registration Statement (the S-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration
Statements”).

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of
acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s counsel, DLA Piper UK LLP.

The Company understands that the underwriters have joined in this request
in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

    Very truly yours,

    Lakeside Holding Limited

    By:
     /s/ Henry Liu

    Name:
     Henry Liu

    Title:
    Chairman and Chief Executive Officer

[Signature Page — Acceleration Request Letter —
Company]

CORRESP
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    DLA Piper UK LLP Beijing Representative Office

    20th Floor, South Tower, Beijing Kerry Center

    1 Guanghua Road, Chaoyang District

    Beijing 100020, China

    T +86 10 8520 0600

    F +86 10 8520 0700

    www.dlapiper.com

June 26, 2024

Via EDGAR

Division of Corporate Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Mr. Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

    Re:
    Lakeside Holding Limited

Amendment No. 4 to Registration Statement on Form S-1

File No. 333-278416

Dear Mr. Lo, Ms. Buskirk, Ms. Rios and Ms. Nicholson:

On behalf of our client, Lakeside Holding Limited,
a Nevada corporation (the “Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchanges
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated June 25, 2024 on the Company’s registration statement on Form S-1 (File No. 333-278416) (the “Registration
Statement”).

Concurrently with the submission of this letter,
the Company is submitting the Amendment No. 4 to its Registration Statement on Form S-1 (the “Revised Registration Statement”)
via EDGAR to the Commission for review.

The Company has responded to the Staff’s
comments by revising the Registration Statement to address the comments, or by providing an explanation if the Company has not so revised
the Registration Statement. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We
have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

Exhibit 23.1, page 1

 1. Please obtain and file an updated consent from your auditor.

In response to the Staff’s comment, the Company has
updated the Exhibit 23.1 of the Revised Registration Statement accordingly.

Thank you for your assistance in this matter. You may contact
the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very truly yours,

    /s/ Yang Ge

    Yang Ge

    cc:

    Henry Liu, Chief Executive Officer, Lakeside Holding
    Limited

    Richard A. Friedman, Esq., Partner, Sheppard,
    Mullin, Richter & Hampton LLP

    Stephen A. Cohen, Esq., Partner, Sheppard, Mullin,
    Richter & Hampton LLP

United States securities and exchange commission logo
June 25, 2024
Henry Liu
Chief Executive Officer
Lakeside Holding Limited
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
Re:Lakeside Holding Limited
Amendment No. 3 to Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-278416
Dear Henry Liu:
            We have reviewed your amended registration statement and have the following comment.
            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.
Amendment No. 3 to Registration Statement on Form S-1
Exhibit 23.1, page 1
1.Please obtain and file an updated consent from your auditor.
            Please contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Yang Ge, Esq.

CORRESP
1
filename1.htm

June
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Steve Lo

 Re: Lakeside
                                            Holding Limited

    Registration
                                            Statement on Form S-1

    Filed
                                            June 21, 2024

    File
                                            No. 333-278416

    Registration
                                            Statement on Form 8-A

    Filed
                                            June 21, 2024

    File
                                            No. 001-42140

Dear
Mr. Lo:

We,
as representative of the underwriters of the proposed
initial public offering of securities of Lakeside Holding Limited (the “Company”), hereby respectfully withdraw our request
dated June 24, 2024, that the effective date of the above-referenced Registration Statement on Form S-1 (the “Form S-1”)
be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on Wednesday, June 26, 2024, or at such later time as
the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.

We,
as representative of the underwriters, also respectfully withdraw our request that the Registration Statement on Form 8-A under the Securities
Exchange Act of 1934 (the “Form 8-A”), covering the common stock of the Company, be declared effective concurrently with
the S-1 Registration Statement.

We
intend to submit a revised acceleration request with respect to the Form S-1 and the Form 8-A at a later date.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    The
    Benchmark Company, LLC

    By:
    /s/
John J. Borer III

    Name:
    John
    J. Borer III

    Title:
    Senior
    Managing Director

cc: Henry
                                            Liu, Lakeside Holding Limited

  Richard
                                            A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

  Yang
                                            Ge, DLA Piper UK LLP

CORRESP
1
filename1.htm

June
25, 2024

VIA
EDGAR

Mr.
Steve Lo

Ms.
Shannon Buskirk

Ms.
Claudia Rios

Ms.
Laura Nicholson

Division
of Corporate Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE Washington, D.C. 20549

 Re: Lakeside
                                            Holding Limited (CIK No. 0001996192)

    Registration
                                            Statement on Form S-1, as amended (File No. 333-278416)

    Registration
                                            Statement on Form 8-A (File No. 001-42140)

Dear
Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on June 24, 2024, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (the “S-1 Registration Statement”) and Registration Statement
on Form 8-A (the “8-A Registration Statement”, together with the S-1 Registration Statement, the “Registration
Statements”) for June 26, 2024 at 4:00 p.m., Eastern Time, or as soon as thereafter practicable in accordance with Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statements be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

The
Company understands that the underwriters have joined in this request in a separate letter filed with the Securities and Exchange Commission
today.

[Signature
page follows]

    Very
    truly yours,

    Lakeside
    Holding Limited

    By:

    /s/
    Henry Liu

    Name:
    Henry
    Liu

    Title:

    Chairman
    and Chief Executive Officer

[Signature
Page — Withdrawal of Acceleration Request Letter — Company]

CORRESP
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June 24, 2024

VIA EDGAR

Mr.
Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

Division of Corporate Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Lakeside Holding Limited (CIK No. 0001996192)

    Registration Statement on Form S-1,
as amended (File No. 333-278416)

    Registration Statement on Form 8-A
(File No. 001-42140)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation
C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Lakeside Holding Limited (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “S-1 Registration Statement”)
be accelerated to, and that the S-1 Registration Statement become effective at 4:00 p.m., Eastern Time, on Wednesday, June 26, 2024, or
as soon as thereafter practicable.

The Company also requests that
the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the common stock of the Company, be declared
effective concurrently with the S-1 Registration Statement (the S-1 Registration Statement, together with the Registration Statement on
Form 8-A, the “Registration Statements”).

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s counsel, DLA Piper UK LLP.

The Company understands that the underwriters have joined in this request
in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

    Very truly yours,

    Lakeside Holding Limited

    By:
    /s/ Henry Liu

    Name:
    Henry Liu

    Title:
    Chairman and Chief Executive Officer

[Signature Page — Acceleration Request Letter —
Company]

CORRESP
1
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June 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Steve Lo

    Re:
    Lakeside Holding Limited

    Registration Statement on Form S-1

    Filed June 21, 2024

    File No. 333-278416

    Registration Statement on Form 8-A

    Filed June 21, 2024

    File No. 001-42140

Dear Mr. Lo:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of securities of Lakeside Holding Limited (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 4:00 p.m., Eastern Time, on Wednesday, June 26, 2024, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

We, as representative of the underwriters,
also request that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the common stock of the Company,
be declared effective concurrently with the S-1 Registration Statement.

Pursuant to Rule 460 under
the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of
Page Intentionally Left Blank]

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ John J. Borer III

    Name:
     John J. Borer III

    Title:
     Senior Managing Director

    cc:
    Henry Liu, Lakeside Holding Limited

    Richard A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Yang Ge, DLA Piper UK LLP

CORRESP
1
filename1.htm

    DLA Piper UK LLP Beijing Representative Office

    20th Floor, South Tower, Beijing Kerry Center

    1 Guanghua Road, Chaoyang District

    Beijing 100020, China

    T +86 10 8520 0600

    F +86 10 8520 0700

    www.dlapiper.com

May 14, 2024

Via EDGAR

Division of Corporate Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Mr. Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

    Re:
    Lakeside Holding Limited

Amendment No. 2 to Registration Statement on Form S-1

File No. 333-278416

Dear Mr. Lo, Ms. Buskirk, Ms. Rios and Ms. Nicholson:

On behalf of our client, Lakeside Holding Limited,
a Nevada corporation (the “Company”), we are filing the Amendment No. 2 to the Company’s registration statement
on Form S-1 (File No. 333-278416) (the “Registration Statement”) and certain exhibits via EDGAR with the Securities
and Exchanges Commission.

The Company has included in the Registration
Statement an updated estimated price range for this offering and its unaudited condensed consolidated financial statements for the
three and nine months ended March 31, 2023 and 2024.

Thank you for your assistance in this matter.
You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very truly yours,

    /s/ Yang Ge

    Yang Ge

    cc:
    Henry Liu, Chief Executive Officer, Lakeside Holding Limited

Richard A. Friedman, Esq., Partner,
Sheppard, Mullin, Richter & Hampton LLP

Stephen A. Cohen, Esq., Partner, Sheppard,
Mullin, Richter & Hampton LLP

CORRESP
1
filename1.htm

    DLA Piper UK LLP Beijing Representative Office

    20th Floor, South Tower, Beijing Kerry Center

    1 Guanghua Road, Chaoyang District

    Beijing 100020, China

    T +86 10 8520 0600

    F +86 10 8520 0700

    www.dlapiper.com

April 12, 2024

Via EDGAR

Division of Corporate Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Mr. Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

    Re:
    Lakeside Holding Limited

Amendment No. 1 to Registration Statement on Form S-1

File No. 333-278416

Dear Mr. Lo, Ms. Buskirk, Ms. Rios and Ms. Nicholson:

On behalf of our client, Lakeside Holding Limited,
a Nevada corporation (the “Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchanges
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated April 11, 2024 on the Company’s registration statement on Form S-1 (File No. 333-278416) (the “Registration
Statement”).

Concurrently with the submission of this letter,
the Company is submitting the Amendment No. 1 to its Registration Statement on Form S-1 (the “Revised Registration Statement”)
via EDGAR to the Commission for review.

The Company has responded to the Staff’s
comments by revising the Registration Statement to address the comments, or by providing an explanation if the Company has not so revised
the Registration Statement. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We
have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

Registration Statement on Form S-1

Capitalization, page 37

 1. Please address the following points:

 ● Revise to disclose amounts of underwriting discounts and
commission and estimated offering expenses and show how the amount of net proceeds is derived;

 ● Tell us how you derived the amount of $4,305 for additional
paid-in capital presented under pro forma as adjusted column.

In response to the Staff’s comment, the Company has
revised the disclosure on page 37 of the Revised Registration Statement accordingly.

Dilution, page 38

 2. You
disclose the same amounts for both historical and pro forma for net tangible book value and net tangible book value per share as of as
of December 31, 2023 which are $0.6 million and $0.10, respectively. Please revise to explain what the pro forma entails.

In response to the Staff’s comment, the Company has
revised the disclosure on page 38 of the Revised Registration Statement by removing the disclosure of pro forma net tangible book value
to avoid any redundancy.

Thank you for your assistance in this matter. You may contact
the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very truly yours,

    /s/ Yang Ge

    Yang Ge

 cc: Henry Liu, Chief Executive Officer, Lakeside Holding Limited

    Richard A. Friedman, Esq., Partner, Sheppard,
    Mullin, Richter & Hampton LLP

    Stephen A. Cohen, Esq., Partner, Sheppard, Mullin,
    Richter & Hampton LLP

United States securities and exchange commission logo
April 11, 2024
Henry Liu
Chief Executive Officer
Lakeside Holding Limited
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
Re:Lakeside Holding Limited
Registration Statement on Form S-1
Filed April 1, 2024
File No. 333-278416
Dear Henry Liu:
            We have reviewed 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
Capitalization, page 37
1.Please address the following points:

•Revise to disclose amounts of underwriting discounts and commission and estimated
offering expenses and show how the amount of net proceeds is derived;

•Tell us how you derived the amount of $4,305 for additional paid-in capital presented
under pro forma as adjusted column.
Dilution, page 38
2.You disclose the same amounts for both historical and pro forma for net tangible book
value and net tangible book value per share as of as of December 31, 2023 which are $0.6
million and $0.10, respectively. Please revise to explain what the pro forma entails.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 April 11, 2024 Page 2
 FirstName LastName
Henry Liu
Lakeside Holding Limited
April 11, 2024
Page 2
            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.
            Please contact Steve Lo at 202-551-3394 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Yang Ge, Esq.

CORRESP
1
filename1.htm

    DLA Piper UK LLP Beijing Representative Office

    20th Floor, South Tower, Beijing Kerry Center

    1 Guanghua Road, Chaoyang District

    Beijing 100020, China

    T +86 10 8520 0600

    F +86 10 8520 0700

    www.dlapiper.com

April 1, 2024

Via EDGAR

Division of Corporate Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Mr. Steve Lo

Ms. Shannon Buskirk

Ms. Claudia Rios

Ms. Laura Nicholson

    Re:
    Lakeside Holding Limited

Registration Statement on Form S-1

CIK No. 0001996192

Dear Mr. Lo, Ms. Buskirk, Ms. Rios and Ms. Nicholson:

On behalf of our client, Lakeside Holding Limited,
a Nevada corporation (the “Company”), we are filing herewith the Company’s registration statement on Form S-1 (“Registration
Statement”) and certain exhibits via EDGAR with the Securities and Exchanges Commission (the “Commission”).

In accordance with the Jumpstart Our Business
Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all
amendments thereto that were previously submitted for the non-public review of the staff of the Commission (the “Staff”).

Concurrently with the filing of the Registration
Statement, the Company is hereby in this letter setting forth the Company’s responses to the verbal comments from the Staff received
on February 21 and 22, 2024. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

In addition to addressing the Staff’s
comments, the Company has included in this filing its unaudited condensed consolidated financial statements for the three and six
months ended December 31, 2022 and 2023.

Registration Statement on Form S-1

Comment Received on February 21, 2024

    1.
    We note a discrepancy between (i) the floor area of your Illinois facility disclosed in your business section (approximately 66,000 square feet) and (ii) the rentable floor area shown on the lease of your Illinois facility (57,143 square feet). Please double check and fix any discrepancy.

The Company notes the Staff’s comment and respectfully
clarifies to the Staff that, the lease which it holds for the facility in Illinois, covers 65,981 square feet of rentable space in aggregate,
including (i) 57,143 square feet for one of the Company’s regional warehousing and distribution centers (as shown on pages 1 and
14 of Exhibit 10.3) and (ii) 8,838 square feet for the Company’s U.S. headquarters (as shown on page 14 of Exhibit 10.3).

In addition, the Company respectfully advises the
Staff that, following an optimization of its operational strategies, the Company has ceased completely its prior use of a
regional warehousing and distribution center in California since November 2023. As a result, as of December 31, 2023, the Company
had operated a total of two regional warehousing and distribution centers in the U.S.

In response to the Staff’s comment, the Company
has revised the disclosure on pages 1, 13, 40, 58, 59, 62, 64 and 65 of the Registration Statement in relation to (i) the floor
area of its facility in Illinois and (ii) the two regional warehousing and distribution centers that it operates in the U.S.

Comment Received on February 22, 2024

    2.
    We note from your disclosure on page 63 that the size of the United States freight and logistics market is estimated to be $1,274.4 “billion” in 2023, while the source you quote measures such market size by “trillion.” Please double check and fix any difference.

The Company notes the Staff’s comment and has been
aware of an update made in February 2024 with respect to the market-related data contained in Mordor Intelligence’s report. In response
to the Staff’s comment, the Company has revised the disclosure on page 66 of the Registration Statement accordingly to reflect
the latest market-related data in Mordor Intelligence’s report.

Thank you for your assistance in this matter.
You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

    Very truly yours,

    /s/ Yang Ge

    Yang Ge

    cc:

    Henry Liu, Chief Executive Officer, Lakeside Holding
    Limited

    Richard A. Friedman, Esq., Partner, Sheppard,
    Mullin, Richter & Hampton LLP

    Stephen A. Cohen, Esq., Partner, Sheppard, Mullin,
    Richter & Hampton LLP

United States securities and exchange commission logo
January 29, 2024
Henry Liu
Chief Executive Officer
Lakeside Holding Limited
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
Re:Lakeside Holding Limited
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 11, 2024
CIK No. 0001996192
Dear Henry Liu:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
November 27, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and your revisions to the cover page, and we
re-issue such comment. Disclose whether your offering is contingent upon final approval
of your NASDAQ listing on your cover page.
Prospectus Summary, page 1
2.We note your response to prior comment 2, and your revised disclosure that you maintain
“in-depth” connections with over 150 warehouses and distribution terminals in almost all
transportation hubs in the U.S. Please revise to clarify the nature of such connections.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 January 29, 2024 Page 2
 FirstName LastNameHenry Liu
Lakeside Holding Limited
January 29, 2024
Page 2
Capitalization, page 37
3.Your revised disclosure states the pro forma and pro forma, as adjusted columns include
adjustments to reflect the issuance of 50,000 common shares in total in August and
October 2023. However, your interim financial statements as of September 30, 2023, as
presented in the filing, already include the issuance of these common shares, and
therefore, they should not require pro forma adjustment. Please reconcile the
inconsistencies in your disclosures and clarify whether additional shares were issued in
October 2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cash Flows
Operating Activities, page 51
4.We note from your revised discussions in response to prior comment 11 that you attribute
the increase in cash provided by operating activities between the interim periods on page
51, and the decrease in cash provided by operating activities between years on page 52, to
the changes in working capital due to timing of vendor payments, client payments and
related parties payment. Please further discuss your payment terms with vendors and
credit policies to your customers for each perspective period and what factors drive the
different terms between periods.
Business, page 55
5.Please disclose, to the extent material to an understanding of the registrant, the need for
any government approval of the registrant’s principal products or services and the effect
of existing or probable governmental regulations on the business. Refer to Item
101(h)(4)(viii)-(ix) of Regulation S-K. In that regard, we note your disclosure that you are
a cross-border supply chain solution provider with a primary focus on the Asian market
including China and South Korea, and we also note your ownership interest in ABL
Wuhan. However, we also note that your disclosure under “Government Regulations”
beginning on page 66 appears to be limited to U.S. laws and regulations.
Notes to Consolidated Financial Statements
Note 10 - Taxes, page F-25
6.We note your response to prior comment 18. In addition, we note from pages F-26 to F-29
that you provide pro forma information illustrating the potential tax implications if the
Company was to be treated as a C corporation rather than an S Corporation upon the
Reorganization. Please also reclassify the amounts of undistributed earnings or losses
from those periods being an S Corporation to additional paid in capital at the pro forma
consolidated statement of changes in stock holders’ equity on page F-29. In addition,
revise to provide footnotes to explain what adjustments you have made for the pro forma
information and how these adjustments were derived.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 January 29, 2024 Page 3
 FirstName LastName
Henry Liu
Lakeside Holding Limited
January 29, 2024
Page 3
Notes to Condensed Consolidated Financial Statements, page F-35
7.We note at the bottom of each page of condensed consolidated financial statements on
pages F-31, F-32 and F-33 that you state “retroactively restated for effect of the
reorganization.” Please expand your footnote disclosure to detail what you restated for the
effect of the reorganization and how these amounts were derived.
8.We note ABL Wuhan ceased to be a subsidiary after its deconsolidatation on August 4,
2023. However, we note several instances throughout your disclosures that continue to
refer to "our subsidiary" or otherwise have not been updated to clarify that ABL Wuhan is
no longer a subsidiary as of the end of the interim period ending September 30,
2023. Please revise and clarify your disclosures, as necessary.
Note 10 - Taxes, page F-53
9.For comparable periods presented prior to becoming a C Corporation, pro forma
presentations reflecting tax expense for earlier prior periods should continue to be
presented for periods prior to becoming taxable using statutory rates in effect for the
earlier period. Please revise your disclosures in your interim financial statements and
footnotes accordingly.
            Please contact Steve Lo at 202-551-3394 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Yang Ge, Esq.

United States securities and exchange commission logo
November 27, 2023
Henry Liu
Chief Executive Officer
Lakeside Holding Limited
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
Re:Lakeside Holding Limited
Draft Registration Statement on Form S-1
Submitted October 30, 2023
CIK No. 0001996192
Dear Henry Liu:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted October 30, 2023
Cover Page
1.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.
Prospectus Summary, page 1
2.We note your disclosure that you have established strategic “partnerships” with over 150
warehouses and distribution terminals in almost all transportation hubs in the U.S.  We
also note your disclosure that as of June 30, 2023, you had “partnerships” with over 200
domestic ground transportation carriers, including almost all major U.S. domestic ground
transportation carriers.  Please revise to describe the nature of such partnerships.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 November 27, 2023 Page 2
 FirstName LastNameHenry Liu
Lakeside Holding Limited
November 27, 2023
Page 2
Risk Factors
Our business is affected by rising inflation, page 23
3.Please update your disclosure to identify actions planned or taken, if any, to mitigate
inflationary pressures.
4.If material, please expand your discussion of interest rates to specifically identify the
impact of rate increases on your operations and how your business has been affected.  For
example, describe whether your borrowing costs have recently increased or are expected
to increase and your ability to pass along your increased costs to your customers.
The market price of our common stock may be volatile or may decline regardless of our
operating performance, page 27
5.We note your disclosure in this risk factor regarding the risk of price volatility.  We also
note recent instances of extreme stock price run-ups followed by rapid price declines and
stock price volatility seemingly unrelated to company performance following a number of
recent initial public offerings, particularly among companies with relatively smaller public
floats.  Revise to address the potential for rapid and substantial price volatility and any
known factors particular to your offering that may add to this risk and discuss the risks to
investors when investing in stock where the price is changing rapidly.  Clearly state that
such volatility, including any stock-run up, may be unrelated to your actual or expected
operating performance and financial condition or prospects, making it difficult for
prospective investors to assess the rapidly changing value of your stock.
Industry and Market Data, page 33
6.We note your use of market and industry data here and throughout the prospectus are
derived from industry sources such as McKinsey & Company, Spherical Insights
& Consulting, Research & Markets, and Mordor Intelligence.  Please revise to include the
names and dates of these studies or reports.  We also note you reference estimates
compiled by these sources in your Business section.  Please provide citations for this
information.  If any data in the registration statement relates to publications, surveys or
reports that were commissioned by you for use in connection with the registration
statement, please also file consents of such third parties pursuant to Rule 436 of the
Securities Act.
Capitalization, page 36
7.Disclose the basis for the cash and cash equivalents and capitalization presented in the pro
forma column.  Describe the pro forma effects reflected in this column, in comparison to
the actual basis and pro forma, as adjusted basis.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 November 27, 2023 Page 3
 FirstName LastNameHenry Liu
Lakeside Holding Limited
November 27, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations
Revenues, page 41
8.We note you identify several underlying reasons for the material increase of revenues
from 2022 to 2023.  Please also quantify each of these underlying reasons.  Refer to Item
303(b) of Regulation S-K, or Section III.D of SEC Release No. 33-6835 for guidance. In
addition, discuss to the extent how changes in prices you charge your customers or
changes in the volume of shipments contributed to the material increase of your revenues
between years. Refer to Item 303(b)(2)(iii) of Regulation S-K.
Cost of Revenues, page 42
9.Please explain what alliance costs are and tell us why these costs are appropriately
included in the cost of revenues.  In addition, quantify each of those underlying reasons
you disclose for the material increase of cost of revenues.  Refer to Item 303(b) of
Regulation S-K, or Section III.D of SEC Release No. 33-6835 for guidance.
Liquidity and Capital Resources, page 44
10.We note as of June 30, 2023 you had a working capital deficit of $338,552.  We also note
you state that you believe that your current cash and cash flow from operations will be
sufficient to meet your anticipated cash needs, including your cash needs for working
capital for the next 12 months from the date of this prospectus.  Considering you had cash
for $174,018 as of June 30, 2023 and generated $63,475 from operating activities for the
year ended June 30, 2023, please revise to provide robust analyses of your ability to
generate and obtain adequate amounts of cash to meet the cash requirements in the short-
term and separately in the long-term.  Refer to Item 303(b)(1) of Regulation S-K.
Cash Flows
Operating Activities, page 45
11.Your discussion of the decrease in net cash provided by operating activities merely
describes the items identified on the face of the consolidated statements of cash flows.
Please revise your discussion of net cash provided by operating activities to address the
underlying drivers for the material fluctuations between periods.  Refer to the Section
IV.B.1 of SEC Release No. 33-8350 for guidance.
Management, page 63
12.We note that it appears that certain of your director nominees reside in China.  Please
revise to disclose any material risks relating to the difficulties in effecting service of legal
process, enforcing judgments obtained in U.S. courts, and bringing claims against the
company or its directors and officers.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 November 27, 2023 Page 4
 FirstName LastNameHenry Liu
Lakeside Holding Limited
November 27, 2023
Page 4
13.We note your disclosure that Mr. Long (Leo) Yi will serve as your chief financial officer
upon the effectiveness of your registration statement.  We also note your disclosure that
your director nominees will serve as members of your board of directors upon the
effectiveness of your registration statement.  Please reconcile such disclosure with your
Signatures page, which appears to contemplate that each such party will sign the
registration statement prior to effectiveness.
Certain Relationships and Related Party Transactions, page 69
14.Please disclose in this section the amounts due from related parties as of June 30, 2023.
Similarly, please disclose the amounts payable to related parties as of such date.  For
example, we note your related disclosure on page F-24.
Principal Stockholders, page 71
15.Please provide the information required by Item 403 of Regulation S-K as of the most
recent practicable date.  In that regard, we note that the table in this section provides
information as of June 30, 2023.
Description of Capital Stock, page 73
16.We note your disclosure that you are authorized to issue up to 200,000,000 shares of
common stock.  However, this does not appear to be consistent with your articles of
incorporation filed as Exhibit 3.1.  Please revise.  In addition, we note that your articles of
incorporation provide that seventy-five percent of the voting shares outstanding shall be
required to amend, alter, change or repeal any provision contained in the articles of
incorporation.  Please disclose such provision in your prospectus, and included related risk
factor disclosure.  Similarly, please disclose in your prospectus the provisions in your
bylaws relating to the removal of directors and the acquisition of a controlling interest.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), page F-4
17.We note from page F-14 the cost of revenue does not appear to include the depreciation
expenses of your property plant and equipment.  Please tell us how you believe the
presentation of cost of revenues and gross profit is appropriate.  Please refer to SAB Topic
11B.
Consolidated Statements of Changes in Stockholders' Equity, page F-6
18.We note from page F-15 that before the Reorganization in August 2023, the Company has
elected to be taxed as an S Corporation for federal and state income tax purposes.  Please
clarify where you present the undistributed earnings or losses from those periods being an
S Corporation before the Reorganization.  Please refer to SAB Topic 4B.

 FirstName LastNameHenry Liu
 Comapany NameLakeside Holding Limited
 November 27, 2023 Page 5
 FirstName LastName
Henry Liu
Lakeside Holding Limited
November 27, 2023
Page 5
Notes to Financial Statements
Note 4 - Property and Equipment, Net, page F-18
19.We note from your disclosures throughout the document that you operate three massive
and hyper-busy regional warehousing and distribution centers in the U.S. and indicate
these regional centers are self-owned.  However, Note 4 to the consolidated financial
statements does not show these regional centers are recorded on the balance sheets within
Property, Plant and Equipment, rather these assets appear to be leased according to the
disclosure in Note 5.  Please clarify or revise accordingly.
Exhibits
20.Please file all agreements required by Item 601(b)(10) of Regulation S-K.  For example,
please file your lease agreements described on page 55, or tell us why you do not believe
that they are required to be filed.
General
21.Please clarify the extent of your operations and any assets held in China or Hong Kong,
and tell us whether the majority of your operations are in China or Hong Kong.  For
example, we note the following:

•American Bear Logistics appears, from its website, to maintain at least one office in
China;
•At least two of the independent director nominees appear to be based in China;
•You disclose that during the fiscal years ended June 30, 2022 and 2023, revenues
generated from the China market accounted for approximately 34.3% and 43.0% of
your revenues, respectively, and you disclose that you expect revenues from your
customers in Asia, particularly China, to continue to increase; and
•The registrant appears to own an interest in American Bear International Logistics
(Wuhan) Corp.
            Please contact Steve Lo, Staff Accountant, at 202-551-3394 or Shannon Buskirk, Staff
Accountant, at 202-551-3717 if you have questions regarding comments on the financial
statements and related matters. Please contact Claudia Rios, Staff Attorney, at 202-551-8770 or
Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Yang Ge, Esq.