Material Agreement, Private Placement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into Material Definitive Agreements.

Private Placement

On December 15, 2025, Lakeside Holding Limited (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain investors named therein (the "Investors"), for the issuance and sale by the Company of an aggregate of 8,400,000 shares of Common Stock, par value $0.0001 per share (the "Shares") in an offering (the "Private Placement").

The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreement. Pursuant to the Securities Purchase Agreement, the Investors have agreed to purchase the Shares at a purchase price of $0.70 per share. The Company expects to use the net proceeds from the Private Placement for general corporate purposes.

The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of which is filed herewith as Exhibits 10.1 and incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above under Item 1.01, to the extent applicable, is incorporated by reference herein. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the placement and sale of the Shares was made in reliance on the exemption afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (the "Securities Act").

None of the securities have been registered under the Securities Act and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective December 15, 2025, the Company appointed Mr. Yang Li, the Chief Operating Officer and a Director of the Company, to be the joint Chief Executive Officer of the Company.

Mr. Yang Li, 43, has served as the Company's Chief Operating Officer since August 2023. Mr. Li brings extensive leadership experience. Mr. Li served as Chief Executive Officer of Shanghai Nanchao Technology Inc. from 2014 to 2025, Managing Partner at Consensus Capital from 2017 to 2018, Chief Technology Officer of Dealuse Technology Inc. from 2010 to 2014, and began his career at TBA Digital Inc. from 2008 to 2010. Mr. Li holds a Bachelor of Arts in Computing Science from Simon Fraser University, and served as an Adjunct Lecturer at Fudan University's Master of Science in Engineering program from 2016 to 2018.

There are no family relationships between Mr. Li and any director or other executive officer of the Company. There are no transactions between Mr. Li or any member of his immediate families and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. Li and any other persons or entities pursuant to which Mr. Li were appointed to their respective positions at the Company.