Form SC 13G - Statement of Beneficial Ownership by Certain Investors
October 24 2024 - 5:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
Lakeside Holding
Limited |
(Name of Issuer) |
|
Common stock, par value US$0.0001 per share |
(Title of Class of Securities) |
|
CUSIP No. G5383Q101 |
(CUSIP Number) |
|
September 30, 2024 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13G
CUSIP No. G5383Q101 |
|
1.
Names of Reporting Persons
Henry Liu |
2.
Check the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
3. SEC Use Only |
4. Citizenship or Place of Organization |
United States |
Number of Shares Beneficially
Owned by Each Reporting
Person With:
|
5. Sole Voting Power |
2,700,600(1) |
6. Shared Voting Power |
0 |
7. Sole Dispositive Power |
2,700,600(1) |
8. Shared Dispositive Power |
0 |
9. Aggregate
Amount Beneficially Owned by Each Reporting Person |
2,700,600(1) |
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
☐ |
11. Percent
of Class Represented by Amount in Row (9) |
36.0%(2) |
12. Type of Reporting Person |
IN |
(1) | Represents 2,700,600 shares of common stock held of
record by H&L LOGISTICS INTERNATIONAL LLC, a company wholly owned by Mr. Henry Liu organized under the laws of the State of
Illinois. The registered address of H&L LOGISTICS INTERNATIONAL LLC is 270 Hearthstone Drive, Bartlett, Illinois 60103. |
(2) | Percentage of ownership is calculated based on an aggregate
of 7,500,000 shares of common stock outstanding as of September 25, 2024, as reported by the Issuer on its annual report on Form 10-K
for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission on September 30, 2024 (the “Form 10-K”). |
CUSIP No. G5383Q101 |
|
1. Names of Reporting Persons
H&L LOGISTICS INTERNATIONAL LLC |
2.
Check the Appropriate Box if a Member of a Group
(c)
☐
(d)
☐ |
3. SEC Use Only |
4. Citizenship or Place of Organization |
United States |
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. Sole Voting Power |
2,700,600 |
6. Shared Voting Power |
0 |
7. Sole Dispositive Power |
2,700,600 |
8. Shared Dispositive Power |
0 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person |
2,700,600 |
10. Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
☐ |
11. Percent
of Class Represented by Amount in Row (9) |
36.0%(1) |
12. Type of Reporting Person |
CO |
(1) | Percentage of ownership is calculated based on an aggregate
of 7,500,000 shares of common stock outstanding as of September 25, 2024, as reported by the Issuer on its annual report on the Form
10-K. |
Item 1.
| (a) | Name of Issuer: Lakeside Holding Limited (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: 475 Thorndale Avenue, Suite A, Itasca, Illinois 60143 |
Item 2.
| (a) | Name of Person Filing: |
Henry
Liu
H&L LOGISTICS INTERNATIONAL LLC
(each a “Reporting Person”
and collectively, the “Reporting Persons”)
| (b) | Address of Principal Business Office or, if none, Residence: |
Henry
Liu: 1475 Thorndale Avenue, Suite A, Itasca, Illinois 60143
H&L LOGISTICS INTERNATIONAL LLC: 270 Hearthstone
Drive, Bartlett, Illinois 60103
Henry
Liu: United States
H&L LOGISTICS INTERNATIONAL LLC: State of
Illinois
| (d) | Title of Class of Securities: common stock, par value US$0.0001 per share |
| (e) | CUSIP Number: G5383Q101 |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is: |
| (a) | ☐
A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ A bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c). |
| (c) | ☐ An insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c). |
| (d) | ☐ An investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with
Rule 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with
Rule 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ A group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
Not applicable.
| (a) | Amount beneficially owned: |
See the response to Item 9 on each cover page.
See the responses to Item 11 on each cover page.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See the responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See the responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See the responses to Item 7 on each cover page.
| (iv) | Shared power to vote or to direct the disposition of: |
See the responses to Item 8 on each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact
that as of the date hereof any of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 24, 2024
|
Henry Liu |
|
|
|
By: |
/s/ Henry Liu |
|
|
|
|
H&L LOGISTICS INTERNATIONAL LLC |
|
|
|
By: |
/s/ Henry Liu |
|
|
Name: |
Henry Liu |
|
|
Title: |
Director |
Exhibit Index
7
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the common stock of Lakeside Holding Limited shall be filed on behalf
of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges
that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person,
and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person
knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all
of such counterparts taken together shall constitute one and the same instrument.
Date: October 24, 2024
|
Henry Liu |
|
|
|
By: |
/s/ Henry Liu |
|
|
|
|
H&L LOGISTICS INTERNATIONAL LLC |
|
|
|
By: |
/s/ Henry Liu |
|
|
Name: |
Henry Liu |
|
|
Title: |
Director |
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