湖畔控股有限公司美股招股说明书(2025-04-22版)

LAKESIDE HOLDING LIMITED Up to 7,398,504 shares of Common StockIssuable upon Conversion of Senior Secured Convertible Promissory Notes Up to 568,827 shares of Common StockIssuable upon Exercise of Warrants Offered by the Selling Stockholder This prospectus relates to the offer and resale of up to 7,967,331 shares of our common stock, par value $0.0001 per share by theselling stockholder named herein (the “Selling Stockholder” or “Investor”). The shares of common stock being offered by the SellingStockholder have been and may be issued pursuant to certain securities purchase agreement that we entered into with the SellingStockholder (the “Purchase Agreement”). The shares registered for resale include (a) up to 7,398,504 shares of common stock issuableupon the conversion of the Notes (as defined below), and (b) up to 568,827 shares of common stock, which the Selling Stockholdermay acquire upon the exercise of the Warrants (as defined below) issued to the Selling Stockholder under the Purchase Agreement in We are registering the offer and resale of the common stock held by the Selling Stockholder to satisfy the registration rightsgranted to the Selling Stockholder in connection with each of the Transactions (as defined below). The Selling Stockholder may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by thisprospectus from time to time on The Nasdaq Capital Market or any other stock exchange, market, or trading facility on which theshares are traded, or in private transactions. Sales of the shares of common stock by the Selling Stockholder may occur at fixed prices,at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the timeof sale, or at negotiated prices. The Selling Stockholder may sell the shares of the common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder, You should read this prospectus, the applicable prospectus supplement and any related free writing prospectus carefully, as well asany documents incorporated by reference, before you invest in any of the securities being offered. We are an “emerging growth company” and a “smaller reporting company” under the U.S. federal securities law and, as such, aresubject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LSH”. On April 3, 2025, theclosing price of our common stock was $1.08 per share. Our business and investment in our common stock involve significant risks. These risks are described in the section titled“Risk Factors” beginning on page 7 of this prospectus. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”).We incorporate by reference important information into this prospectus. You may obtain the information incorporated by referencewithout charge by following the instructions under “Where You Can Find More Information.” This prospectus contains summaries ofcertain provisions contained in some of the documents described herein, but reference is made to the actual documents for completeinformation. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred toherein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any freewriting prospectus in connection with the sale of the shares offered hereby that we may authorize to be delivered or made available toyou. We and the Selling Shareholder have not, authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus, any amendment or supplement to this prospectus or any such free writing prospectuses prepared byus or on our behalf. We and the Selling Shareholder take no responsibility for and can provide no assurance as to the reliability of, anyother information that others may give you. This prospectus, any amendment or supplement to this prospectus or any applicable freewriting prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful For investors outside the UnitedStates: we have not, and the Selling Shareholder have not, done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in theUnitedStates. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and PROSPECTUS SUMMAR