UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM TO~~

For the transition period from to .

Commission File Number. 001-42140

Lakeside Holding Limited

(Exact name of registrant as specified in its charter)

Nevada		82-1978491
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143

(Address of principal executive offices, including zip code)

(224) 446-9048

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value US$0.0001 per share		LSH		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The Nasdaq Stock Market LLC on December 2930, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was $~~0.00. The Registrant’s shares of common stock began trading on June 28~~20, ~~2024~~250,000.

As of ~~September~~October 2510, ~~2024~~ 2025, the Registrant had 717,~~500~~427,~~000~~ 559 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		~~Page~~	Page
Explanatory Notes		ii	ii
Cautionary Note Regarding Forward-Looking Statements		~~iii~~	iii
PART I
Item 1.	~~Business~~	1Business	1
Item 1A.	~~Risk Factors~~	13Risk Factors	9
Item 1B.	~~Unresolved Staff Comments~~	13Unresolved Staff Comments	9
Item 1C.	~~Cybersecurity~~	13Cybersecurity	9
Item 2.	~~Properties~~	13Properties	9
Item 3.	~~Legal Proceedings~~	13Legal Proceedings	9
Item 4.	~~Mine Safety Disclosures~~	13Mine Safety Disclosures	9
PART II
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	14Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	~~Reserved~~	14Reserved	10
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	15Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	~~Quantitative and Qualitative Disclosures About Market Risk~~	26Quantitative and Qualitative Disclosures About Market Risk	23
Item 8.	~~Financial Statements and Supplementary Data~~	~~F-1~~Financial Statements and Supplementary Data	F-1
Item 9.	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~	27Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item 9A.	~~Controls and Procedures~~	27Controls and Procedures	24
Item 9B.	~~Other Information~~	27Other Information	24
Item 9C.	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~	27Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	24
PART III
Item 10.	~~Directors, Executive Officers and Corporate Governance~~	28Directors, Executive Officers and Corporate Governance	25
Item 11.	~~Executive Compensation~~	32Executive Compensation	29
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	34Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	34Certain Relationships and Related Transactions, and Director Independence	33
Item 14.	~~Principal Accounting Fees and Services~~	35Principal Accounting Fees and Services	34
PART IV
Item 15.	~~Exhibits, Financial Statement Schedules~~	36Exhibits, Financial Statement Schedules	35
Item 16.	~~Form 10-K Summary~~	36Form 10-K Summary	36
Signatures		37	37

EXPLANATORY NOTE

As used in this Annual Report on Form 10-K, unless otherwise indicated or the context otherwise requires, references to ~~“Lakeside,” “the Company,” “we,” “us,” and “our” refer to Lakeside Holding Limited together with its consolidated subsidiaries.~~:

●

“Lakeside,” “the Company,” “we,” “us,” and “our” refer to Lakeside Holding Limited together with its consolidated subsidiaries;

●

“ABL” refer to American Bear Logistics Corp.

●

“Sichuan Hupan” refer to Sichuan Hupan Jincheng Enterprise Management Co., Ltd., a PRC limited liability company in China and a wholly owned subsidiary of Lakeside;

●

“Hupan Pharmaceutical” refer to Hupan Pharmaceutical (Hubei) Co., Ltd., a PRC limited liability company in China and a wholly owned subsidiary of Sichuan Hupan;

●

“RMB” and “Renminbi” refer to the legal currency of China;

●

“US$,” “U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report, including statements regarding guidance, our future results of operations or financial condition, our future stock repurchase programs or stock dividends, business strategy and plans, user growth and engagement, product initiatives, objectives of management for future operations, and advertiser and partner offerings, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this report.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends, including our financial outlook, macroeconomic uncertainty, geo-political conflicts, and pandemics, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks, uncertainties, and other factors, including among other things:

●

changes in the competitive environment, due to macroeconomic conditions or otherwise, or damage to our reputation;

●

fluctuations in currency exchange, interest or inflation rates that could impact our financial condition or results;

●

changes in our accounting estimates and assumptions on our financial statements;

●

the impact of, and potential challenges in complying with, laws and regulations of the jurisdictions in which we operate, particularly given the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across such jurisdictions;

●

failure to protect intellectual property rights or allegations that we have infringed on the intellectual property rights of others;

●

the failure to retain, attract and develop experienced and qualified personnel;

●

the effects of natural or man-made disasters, including the effects of the COVID-19 and other health pandemics and the impacts of climate change;

●

any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation;

●

our ability to develop, implement, update and enhance new technology;

●

the actions taken by third parties that perform aspects of our business operations and client services; and

iii

●

our ability to continue, and the costs and risks associated with, growing and developing our business, and entering into new lines of business or products.

iii

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report on Form 10-K. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, including future developments related to geo-political conflicts, pandemics, and macroeconomic conditions, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, dispositions, joint ventures, restructurings, legal settlements, or investments.

Investors and others should note that we may announce material business and financial information to our investors using our filings with the U.S. Securities and Exchange Commission, or SEC, and press releases. We encourage investors and others interested in our company to review the information that we make available through the aforementioned channels.

PART I

Item 1. Business.

Overview

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily ~~provide~~ provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ ~~requirements~~ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services. For the year ended June 30, 2025, we also operate a new business segment through Hupan Pharmaceutical, a comprehensive pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China with verticals in brand promotion and healthcare technology support. We have partnered with some pharmaceutical manufacturers to supply infusion fluids, which are our major pharmaceutical products sold and distributed during this quarter.

Founded in Chicago, ~~Illinois~~ Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian ~~international~~ international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. ~~Since inception and as of June 30, 2024, we had served over 300 customers to fulfill over 41,000 cross-border supply chain solution orders.~~

We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. Since inception and as of June 30, 2024, we had collaborated with almost all major global ocean and air carriers to forward over 31,300 twenty-foot equivalent unit, or TEU, of container loads and 47,800 tons of air cargo. As of June 30, 2024, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

We operate ~~two~~three massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 98142,~~220~~484 square feet and 39 52 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 ~~cubic~~ cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with over 150 warehouses and distribution ~~terminals~~ terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing ~~services~~ services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in in states other than Illinois and Texas. As of June 30, ~~2024~~2025, we had assisted with the customs clearance, in conjunction with our other service offerings, of cross-border freight of an aggregate assessed value of over $3854.0 million.

Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian ~~markets~~market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. For the fiscal years ended June 30, 2024 and 2023, our revenues amounted to $18.3 million and $12.9 million, respectively, and our gross profit amounted to $3.7 million and $2.6 million during the same periods, respectively. As of June 30, ~~2024~~2025, we had fulfilled over 4155,000 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, among which, 14,000 orders were completed during the year ended June 30, 2025. Our orders were delivered to thousands of business and residential addresses in approximately 48 48 U.S. states.

~~Corporate~~During ~~History~~the year ended June 30, 2025, we had a new business segment through Hupan Pharmaceutical, a comprehensive pharmaceutical distribution and ~~Corporate~~supply chain ~~Structure~~service provider headquartered in Wuhan, China with verticals in brand promotion and healthcare technology support. We acquired the acquired 100% equity interest of Hupan Pharmaceutical in late 2024. We have partnered with some pharmaceutical manufacturers to supply infusion fluids, which are our major pharmaceutical products sold and distributed during the year.

We commenced our operations in February 2018 through American Bear Logistics Corp., a corporation established under the laws of the State of Illinois. From August to September 2023, we completed a reorganization and established our holding company, Lakeside Holding Limited, under the laws of the State of Nevada on August 28, 2023.

On July 1, 2024, we completed our initial public offering, or IPO, and listed our common stock on the Nasdaq Capital Market under the symbol “LSH.” We raised gross proceeds of approximately US$6.8 million from this offering. The gross proceeds were not reflected in our audited consolidated financial statements with respect to the fiscal year ended June 30, 2024 included elsewhere in this Report, and will be reflected in our audited consolidated financial statements with respect to the fiscal quarter ended September 30, 2024 upon the filing of our periodic report on Form 10-Q.

In July 2024, we established a wholly-owned subsidiary in the PRC with an aim to further expand our global footprints.

Our Solutions and Services

We primarily offer cross-border ocean freight solutions and airfreight solutions in the U.S. that are specifically tailored to our customers’ requirements and needs in transporting goods into the U.S.

Services under our cross-border ocean freight solutions and cross-border airfreight solutions typically include (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation.

Cross-border Freight Consolidation and Forwarding Services

As a licensed non-vessel ~~operating~~ operating common carrier, or NVOCC and indirect air carrier, we provide cross-border ocean and air freight consolidation and forwarding ~~services~~ services either as a freight consolidator or agent for an ocean or air shipping carrier. Solutions under our cross-border freight consolidation and forwarding services include: ocean freight consolidation and forwarding and airfreight consolidation and forwarding. We collaborate with major global ocean carriers and air to cater to their shipping and space needs throughout the year, including during peak periods.

Ocean freight consolidation and forwarding: As an ocean freight forwarder, we contract with ocean shipping carriers and/or other sizeable ocean freight forwarders to obtain transportation for a fixed number of containers between various points during a specific time period at agreed-upon rates. We handle both full container loads and less-than-container load freight, offering a wide range of shipping options and rates than available with carriers directly.

Airfreight consolidation and forwarding: As an airfreight forwarder, we purchase cargo capacity from airlines and/or other sizeable airfreight forwarders on a volume basis and resell the space to our customers. We determine the routing, consolidate individual, unconsolidated shipments bounds for a particular airport distribution point, and then select the airline for transportation to the distribution point, where we then arrange for the consolidated lot to be broken into its component shipments and for the transportation of each individual shipments to its final destination.

Through long-term cooperations with almost all major global ocean carriers and air carriers, we offer our freight consolidation and forwarding service customers a wide footprint globally to cater to their shipping and space needs throughout the year, including during peak periods. Since our inception and as of June 30, 2024, through cooperations with almost all major global ocean carriers and air carriers, we had served over 300 customers to forward cross-border shipments consisting of over 31,800 TEU of container loads and 47,800 tons of air cargo.

Customs Clearance Services

We provide customs clearance services to our customers in conjunction with our other service offerings. We typically collaborate with licensed customs brokerage experts to help our customers clear shipments importing into the U.S. through customs by preparing and filing required documentation, calculating and providing for payment of duties, taxes and fees on behalf of our customers as well as arranging for any required inspections by governmental agencies ~~such as the U~~.S. ~~Customs and Border Protection, or CBP.~~ Our customs clearance services include screening commercial documentation for assessed value, country of origin, application for special trade programs and classification. ~~Since our inception and as of June 30, 2024, we had assisted with the customs clearance of cross-border freight of an aggregate assessed value of over $38.0 million.~~

Warehousing and Distribution Services

For cross-border freight we pick up at ocean ports and airports that require storage, fulfilment, trans-loading, palletizing, packaging or distribution, we offer ancillary warehousing and distribution services at our two regional warehousing and distribution centers in Illinois and Texas, adjacent to the O’Hare International Airport and Dallas Fort Worth International Airport, respectively, and are connected to almost all major U.S. domestic railroads and/or ports. With an aggregate gross feet area of approximately 98,220 square feet and 39 docks, our regional warehousing and distribution centers have an aggregate daily operation capacity of up to 3,000 cubic meters of freight for storage, packaging and other fulfilment services. Our regional warehousing and distribution centers are generally utilized by multiple customers at a time so that such customers may benefit from cost savings related to shared space, labor, equipment and other efficiencies.

U.S. Domestic Ground Transportation Services

We provide ~~flexible, cost-competitive~~ full-truckload and less-than-truckload ground transportation of cross-border freight to businesses and residences in the U.S. either directly from port to door, or from our regional warehousing and distribution centers to such domestic addresses. Our U.S. domestic ground ~~transportation~~ transportation services are offered through an extensive network in collaboration with our ground transportation service providers.

AsPharmaceutical ofDistribution June 30, 2024, we had established a ground transportation network in collaboration with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, capable of delivering to thousands of business and residential addresses in approximately 48 U.S. states, on a long-term, short-term or order basis, as the case may be.Service

InWe ~~addition,~~also ~~through~~provide ~~establishing in-depth~~comprehensive ~~and~~pharmaceutical ~~long-standing~~distribution ~~partnerships~~and ~~with leading~~ supply chain ~~service~~services ~~providers~~through inour ~~Asia~~subsidiary, ~~for~~Hupan ~~domestic supply chain services in the U~~Pharmaceutical.~~S.,~~ weWe have ~~opened~~obtained ~~pathways~~a tospecialized ~~e-commerce~~license ~~and~~of ~~social~~pharmaceutical ~~commerce~~distribution ~~and~~in Mainland ~~have~~China. ~~empowered~~Partnering ~~several~~with ~~Asia-based~~pharmaceutical ~~e-commerce~~manufacturers and ~~social~~end ~~commerce platform~~customers, ~~giants~~we toorder, ~~sell~~purchase ~~into~~and ~~the~~pick ~~U.S.~~up ~~more~~pharmaceutical ~~easily~~products from manufacturers and todistribute ~~deliver~~such ~~small-package~~products ~~goods~~ to ~~end~~a ~~consumers~~variety inof ~~the~~customers ~~U.S.~~to ~~more~~their ~~smoothly~~designated locations.

~~Market~~Service ~~Opportunity~~Providers and Suppliers

~~The~~We ~~cross-border~~have ~~supply~~established ~~chain solutions~~an ~~industry~~extensive isand ~~highly~~long-standing ~~fragmented~~service ~~with~~provider network ~~thousands~~ of ~~companies~~(i) ofglobal ~~various~~freight ~~sizes~~carriers ~~competing~~and in(ii) U.S. domestic ~~and~~ground ~~international~~transportation ~~markets~~carriers. As of June 30, 2025, we had collaborated ~~The~~with ~~overall~~almost ~~opportunities~~all inmajor ~~the~~global ocean and air carriers to forward cross-border ~~supply~~shipments ~~chain~~consisting ~~solutions~~of ~~sector~~over ~~are~~35,900 ~~significant.~~TEU ~~According~~of tocontainer ~~McKinsey1,~~loads ~~the~~and ~~cross-border~~69,300 ~~supply~~tons ~~chain~~of ~~solutions~~air ~~sector~~cargo. isWe ~~expected~~had toalso ~~see~~cooperated awith ~~significant~~over ~~growth~~200 indomestic ~~the~~ground ~~coming~~transportation ~~years~~carriers including almost all major U.S. Itdomestic isground ~~estimated~~transportation ~~that~~carriers ~~the market~~with ~~size~~a ofdomestic ~~cross-border~~ground ~~e-commerce~~transportation ~~will~~network ~~expand~~of toapproximately ~~around~~60,000 $1drivers ~~trillion~~and in150 ~~merchandise~~terminals as ~~value~~of byJune ~~2030~~30, ~~from~~2025, on a ~~current~~long-term, ~~value~~short-term ofor ~~approximately~~order basis, as the case may be. We also collaborate with licensed customs brokerage ~~$300~~experts ~~billion~~to help our customers clear shipments.

We ~~maintain~~use a ~~strong~~consistent ~~focus~~approach onin ~~the~~selecting ~~Asian~~and ~~market.~~managing ~~According~~the toservice ~~McKinsey2,~~suppliers ~~Asia~~across isall ~~expected to~~of ~~account~~our ~~for~~solution ~~57%~~and ofservice ~~the~~offerings, ~~growth~~beginning ofwith ~~the~~a ~~global~~rigorous equalification and risk-~~commerce~~based ~~logistics~~diligence ~~market~~process. ~~between~~We ~~2020~~only select and ~~2025~~engage compliance-focused, ~~making~~efficiently-run itand ~~one~~growth-oriented ofservice ~~the~~providers with ~~most~~superior ~~important regions~~service ~~for~~quality ~~global~~based ~~trade~~upon defined value elements and ~~logistics~~are ~~activities~~intentional ~~going~~in ~~forward~~our relationship and performance management activities. We ~~Our~~consider ~~concentration~~our oncurrent ~~the~~working ~~Asian~~relationships ~~market~~with ~~enables~~these usservice providers to ~~develop~~be satisfactory. However, changes in~~-depth~~ the financial stability ~~expertise~~and inoperating ~~serving~~capabilities ~~Asian~~and ~~countries~~capacity ~~such~~of asasset-based ~~China~~carriers, ~~and~~capacity ~~South~~allotments ~~Korea~~available ~~and~~from ~~provides~~carriers, usgovernmental anregulation or ~~edge~~deregulation inefforts, ~~understanding~~modernization of the ~~nuances~~regulations governing customs brokerage, and/or ~~demands~~changes in governmental restrictions, quota ~~this~~restrictions ~~rapidly~~or ~~evolving~~trade ~~market~~accords could affect our business in unpredictable ways.

~~Partnering~~For ~~with~~our ~~almost~~pharmaceutical ~~all~~distribution ~~major~~services, ~~global~~we ~~ocean~~source ~~and~~products ~~air~~of ~~carriers,~~approximately ~~our~~6.5 ~~vast~~million ~~network~~units offrom ~~global~~approximately ~~freight~~7 ~~carrier~~suppliers ~~partners~~ and ~~in-depth~~deliver ~~connections~~them ~~with~~to ~~U.S.~~47 ~~ground~~customers ~~transportation~~during ~~providers~~the ~~can~~year ~~offer~~ended ~~customers~~June ~~consistent services~~30, ~~even~~2025. ~~during~~We ~~peak~~believe ~~periods.~~that ~~Such~~competitive ~~service~~sources ~~reliability~~are ~~can~~readily beavailable ~~significantly~~for ~~beneficial~~substantially all of the products we require for ~~e-commerce~~our ~~platforms,~~pharmaceutical ~~social~~distribution ~~commerce~~businesses. ~~platforms~~As ~~and~~such, ~~manufacturers~~we believe that ~~often~~we ~~times~~can ~~may~~change ~~face~~suppliers ~~supply~~without ~~chain~~any ~~disruptions~~material ~~during~~interruption ~~peak~~to ~~seasons~~our business. To date, we have not experienced any significant difficulty in sourcing our suppliers.

1 McKinsey, Signed, sealed, and delivered: Unpacking the cross-border parcel market’s promise (March 2022),https://www.mckinsey.com/industries/travel-logistics- and-infrastructure/our-insights/signed-sealed-and-delivered-unpacking-the-cross-border-parcel-markets-promise#.2

2 McKinsey, Asia: The highway of value for global logistics (May 2021), https://www.mckinsey.com/featured-insights/asia-pacific/asia-the-highway-of-value-for-global-logistics

Strengths

We believe the following strengths contribute to our success and differentiate us from our competitors:

Fast-growing U.S.-based cross-border supply chain solution provider with a unique focus on the Asian market

We are an integrated cross-border supply chain solution provider based in the U.S. with a strategic focus on the Asian market. Leveraging our strong cross-border supply chain service capabilities, superior service quality, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to provide our Asia-based customers with individually-tailored solutions that specifically cater to their requirements and needs in transporting goods into the U.S. Our solutions encompass a wide variety of services such as cross-border ocean and air freight consolidation and forwarding, customs clearance, warehousing and distributing as well as U.S. domestic ground transportation.

We have grown our business rapidly since our inception in 2018. As an Asian American-owned business deeply rooted in the U.S., our accumulated insights and deep understanding of both the U.S. and Asian international trading and logistics service markets have enabled us to build up our brand and reputation cross-border and achieve fast growth since our inception. As of June 30, 2024, we operated two regional warehousing and distribution centers in the U.S., in Illinois and Texas, and we had served over 300 customers and fulfilled over 41,300 cross-border supply chain solution orders for ocean freight and airfreight of an aggregate assessed value of $1.0 billion delivered to thousands of business and residential addresses in approximately 48 U.S. states.

Our revenues increased from $12.9 million for the fiscal year ended June 30, 2023 and to $18.3 million for the fiscal year ended June 30, 2024. The total number of our cross-border supply chain solution orders fulfilled increased significantly from over 10,000 for the fiscal year ended June 30, 2023 to over 16,000 for the fiscal year ended June 30, 2024, while the total number of our customers increased from approximately 190 to 206, respectively, during the same periods.

Extensive service provider network of global freight carriers and U.S. ground transportation carriers

We have established an extensive, long-standing service provider network of global freight carriers for our cross-border freight consolidation and forwarding services. Since inception and as of June 30, 2024, we had collaborated with almost all major global ocean and air carriers to serve over 300 customers to forward cross-border shipments consisting of over 31,800 TEU of container loads and 47,800 tons of air cargo. We have also established a massive, in-depth and long-standing U.S. domestic ground transportation service provider network in collaboration with domestic ground transportation carriers. As of June 30, 2024, we had cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be. We believe such extensive collaboration network has enabled us to provide our customers with more flexible and optimized options of origin ports, shipping routes, shipping frequency and delivery times that suit their needs better.

Symbiotic relationships with a large base of customers with high demands for supply chain solutions

We forge symbiotic relationships with a large base of customers that are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Since inception and as of June 30, 2024, we had served over 300 customers with over 41,300 cross-border supply chain solution orders fulfilled. We believe our solutions have become a vital, indispensable part of our customers’ international trading and/or service value chain. Our solutions lift the burden associated with searching for, contracting with, coordinating with and paying various freight carriers, customs brokers and U.S. domestic transportation brokers on individual basis and enable our customers to commit their limited operational and managerial resources to their core business activities and achieve their business objectives cost-effectively. For example, we are among the earliest U.S.-based third-party supply chain service suppliers of a top integrated logistics service provider headquartered in China and have served this customer for over three years, enabling this customer to effectively obtain integrated supply chain capabilities and expertise in the U.S. without having devoted substantial operational resources and costs. Leveraging our strong supply chain service capabilities and deep understanding of the Asian market, we have been able to provide our Asia-based customers with customized solutions that specifically cater to their needs. We believe our customized cross-border supply chain solutions offer compelling value propositions to our customers, allowing us to become their go-to third-party service suppliers for exporting and transporting into the U.S.

Persistent focus on providing superior service efficiency and quality

We are driven by a persistent focus on providing highly efficient quality services to our customers. We have standardized, unified and streamlined the protocols and criteria of our wide variety of supply chain service offerings, aiming to provide reliable and best-quality services to customers. For example, we manage our cross-border freight consolidation and forwarding services and our U.S. domestic ground transportation services to specific objectives, such as high customer service scores for on-time delivery and damage-free freight. During the fiscal years ended June 30, 2023 and 2024, among our overall cross-border ocean freight and airfreight supply chain solution orders, the damage rate of the total shipments delivered through our service network of global freight carriers and U.S. domestic ground transportation carriers consistently maintained less than 1.0%. We have also established a customer support regime that is available from 8am to 11pm, seven days a week, to address the needs of our international customers. During the fiscal years ended June 30, 2023 and 2024, over 40.0% and 46.0% of our customers were repeat customers.

Visionary and accomplished young management team with strong industry expertise and in-depth understanding of Asian market

We were founded by two Asian American entrepreneurs who have worked closely together for over seven years. Mr. Henry Liu, our co-founder, chairman of the board of directors and chief executive officer, is a successful Asia-born, U.S.-educated entrepreneur. Mr. Shuai Li, our co-founder, president and chief operating officer, is also of an Asian descent. We benefit from the leadership of such management team with prominent strategic visions, in-depth industry expertise, extensive managerial and operational experience as well as deep understanding of both the U.S. and Asian market. The key members of our management have an average of more than ten years of experience in the logistics service industry. We believe our management’s industry expertise, coupled with their vision and entrepreneurial spirit, has enabled us and will continue to enable us to navigate in the cross-border supply chain solution market successfully.

Our Growth Strategies

We believe that we have a significant opportunity before us, both to further our mission and to strengthen our business and grow our revenues. We are focused on the following strategies to drive our growth:

Solidify our competitive edge and further grow customer base

We have established a global ocean freight and airfreight carrier collaboration network as well as an extensive U.S. domestic ground transportation collaboration network that cater to the needs of our large base of customers in Asia seeking integrated cross-border supply chain solutions, and we have achieved a robust revenue growth during the past few years. We intend to solidify our competitive edge in the cross-border ocean freight solution sector and further grow the scale of our cross-border airfreight solution operations. We seek to deepen the strategic long-term relationships with our global ocean and air carrier service provider as well as U.S. domestic transportation service providers, tap into new markets with them and explore new ways of collaborations. On the other hand, we strive to strengthen our branding and sales efficiencies, increase our presence in Asia and the globe as a U.S.-based integrated cross-border supply chain solution provider, capitalize on the massive opportunities for cross-border supply chain solutions within the thriving global social commerce market driven by consumer purchases directly through social media channels, and expand our customer base globally. We will also continue to optimize our service quality and enhance the experience and loyalty of our customers.

Expand our global footprints more extensively

We seek to provide integrated supply chain solutions to customers globally. We believe there are significant opportunities in the merchandise trade between the U.S. and emerging economies in Southeast Asia and South America, which we intend to leverage on and further expand our global footprints. For example, in addition to our two existing regional warehousing and distribution centers in Illinois and Texas, we plan to establish new hubs and centers in other major border cities in the U.S., such as Houston, Texas and Miami, Florida to cater to the needs in cross-border supply chain solutions from customers in Canada and South America. We also plan to expand our already extensive coverage of Asia-to-U.S. shipping routes provided by our ocean carrier service providers and allow our customers in Asia to have more flexible and optimized options of origin ports, shipping routes and shipping frequency. Moreover, we aim to extend our carrier collaboration network’s reach to penetrate Europe and bring our integrated and streamlined cross-border supply chain solutions to European customers, facilitating the flow of goods from Europe to the U.S. as well as elsewhere in the world.

Diversify and increase the breadth and depth of our service offerings through an organic growth and/or mergers and acquisitions

We intend to expand our portfolio of supply chain solutions and diversify our service offerings to more upstream and downstream sectors throughout the entire international trade value chain through an organic growth and/or mergers and acquisitions. For example, leveraging our existing extensive cross-border logistics network and strong supply chain management capabilities, we plan to expand into the prospective trading market and establish integrated cross-border trading businesses in free-trade zones with a focus on the export of U.S.-made consumer goods to the Asian market and the import of Asia-made consumer goods into the U.S. In addition, we plan to continue to deepen and broaden our current supply chain service offerings by (i) expanding the categories of cargo transported through our cross-border ocean freight solutions and airfreight solutions to cover special cargo, including dangerous goods such as lithium batteries, perishable cargo, wet cargo, and temperature-sensitive goods, and (ii) launching new services such as last mile, inventory management and one-stop multi-model solutions, with an aim to bring more value-adds to our customers.

Optimize operational efficiency and maintain premier service quality

We aim to drive further the operational efficiency of each service offering under our cross-border ocean freight and airfreight solutions, reduce costs and maximize the overall profitability. For example, in addition to utilizing a core technology platform which streamlines and monitors our various service offerings in real time, we plan to upgrade the standardization machinery, systems and functions at our regional warehousing and distribution centers, including to further invest in automation equipment such as industrial conveyor belts to advance the automation processes of sorting, packaging, distribution and trans-loading at these regional centers. We will also continue to strengthen the training of our personnel among the various function departments and adopt a holistic yet rigorous service quality management approach to ensure the premier quality of each service offering under our integrated cross-border supply chain solutions.

Continue to invest in and advance our technologies

We plan to continue to invest in and further digitize our technology platform to address our needs or those of our customers. We believe that efficient and effective use of information technology and advanced automation systems will allow us to further enhance our competitive position and drive our continued growth and profitability. We intend to establish a core technology platform which encompasses our warehousing and distribution system, pricing engine, cross-border ocean and air carrier interface as well as U.S. domestic ground transportation carrier interface, allowing our customers to track the movement of their cross-border freight from end to end. In addition, we aim to develop a proprietary suite of intelligent tools and analytics, incorporating dynamic data science, predictive analytics and machine learning, to aid our daily operations and drive further productivity across our various cross-border supply chain service offerings.

Service Provider Network

We have established an extensive and long-standing service provider network of (i) global freight carriers and (ii) U.S. domestic ground transportation carriers. Since inception and as of June 30, 2024, we had collaborated with almost all major global ocean and air carriers to serve over 300 customers to forward cross-border shipments consisting of over 31,800 TEU of container loads and 47,800 tons of air cargo. We had also cooperated with over 200 domestic ground transportation carriers including almost all major U.S. domestic ground transportation carriers with a domestic ground transportation network of approximately 60,000 drivers and 150 terminals as of June 30, 2024, on a long-term, short-term or order basis, as the case may be. We also collaborate with licensed customs brokerage experts to help our customers clear shipments.

Under our extensive collaboration network, we enable and empower global ocean freight carriers, airfreight carriers, licensed cross-border customs brokers as well as U.S. ground transportation carriers to connect and collaborate, providing reliable, timely and integrated services to our customers.

Our ability to provide services to our customers is highly dependent on good working relationships with these service providers. Maintaining acceptable working relationships with these service parties has gained increased importance in particular as a result of the effect of the pandemic, ongoing concern over terrorism, security, changes in governmental regulation and oversight of international trade. We use a consistent approach in selecting and managing the service suppliers across all of our solution and service offerings, beginning with a rigorous qualification and risk-based diligence process. We only select and engage compliance-focused, efficiently-run and growth-oriented service providers with superior service quality based upon defined value elements and are intentional in our relationship and performance management activities. We consider our current working relationships with these service providers to be satisfactory. However, changes in the financial stability and operating capabilities and capacity of asset-based carriers, capacity allotments available from carriers, governmental regulation or deregulation efforts, modernization of the regulations governing customs brokerage, and/or changes in governmental restrictions, quota restrictions or trade accords could affect our business in unpredictable ways.

Technology

One of the ways in which we deliver superior service to our customers is by empowering our employees with technology. Our industry is evolving, and customers tend to de-risk their supply chains by forming relationships with reliable service providers that have invested in innovation.

We have built a highly scalable proprietary technology platform on the cloud —- the American Bear Logistics Data Tool Management Platform, which streamlines our ~~variety~~ variety of service offerings and promotes our overall operating efficiency. Our technology platform, powered by sophisticated analytics of the massive amounts of route and price data derived from the past provision of our solutions and services, (i) optimizes the route-building and pricing for both our cross-border freight forwarding and domestic ground transportation services, (ii) allows for automated, real-time fee quotes for our cross-border ocean freight solutions and airfreight solutions between almost any origin and destination ports at any time and (iii) provides for automatic contractual account management, document generation and recordkeeping.

In addition, for our two regional warehousing and distribution centers, we developed an intelligent warehousing system which allows us to manage our storage remotely, prevents stockouts and overstocking and enables intelligent replenishment and order fulfilment. For example, this warehousing system automatically sends alerts when inventory levels reach predetermined thresholds, ensuring timely restocking and promoting operational efficiency.

We have developed reliable and stable network infrastructure to ensure high availability and a low risk of downtime. We primarily utilize third-party cloud service providers to host our network infrastructure for core operational functionality, data backup, and intelligence application.

We process a large amount of freight-related data on our platform. We take the privacy of personal data and confidential information seriously and have implemented an internal data security management policy. We also utilize a system of firewalls to prevent unauthorized access to our internal systems. Our technology department monitors the performance of our websites, technology systems and network infrastructure and responds promptly to potential problems. We also review, improve and iterate our data privacy policies and security foundation on a continued basis.

Competition

The market for integrated cross-border supply chain solution providers is a highly fragmented market with fierce competition. We face competition with other cross-border supply chain solution providers, particularly those with a focus on the Asian market.

We compete primarily on the following factors:

●

customer relationships;

●

caliber and quality of services;

●

modes of transportation;

●

technology infrastructure and capabilities; and

●

industry experience and expertise.

We are well-positioned to effectively compete based on the factors listed above. However, some of our current or future competitors may have greater financial or operational resources, greater brand recognition, or a longer operating history, which could enable them to respond more quickly to changes in market dynamics and customer demands and preferences, devoting greater resources towards seizing this market than we can.

Sales and Marketing

We believe brand recognition is critical to our ability to acquire or retain our existing or new customers, and our general marketing efforts are designed to enhance our brand awareness and reputation among them. We primarily attract new customers with testimonials of our cross-border supply chain solutions and referrals by our existing customers. We also approach prospective customers by attending international trade fairs, exhibitions and conferences as well as events held by local chambers of commerce. We regularly conduct key performance indicator reviews with our customers and take measures to maintain close rapport with them.

Intellectual Property

Our ability to obtain and maintain intellectual property protection for our proprietary technology platform, preserve the confidentiality of our trade secrets, and operate without violating the intellectual property rights of others is important to our success. We have adopted a number of measures to protect our intellectual property and brand, including trademarks, confidentiality procedures, non-disclosure agreements and employee non-disclosure agreements, to establish and protect our proprietary rights. Despite these efforts, there can be no assurance that we will adequately protect our intellectual property.

As of June 30, ~~2024~~2025, we had obtained the trademark registration for our key trademark, American Bear Logistics. In addition, we have registered domain names for ~~websites~~ websites that we use in our business, such as www.americanbearlogistics.com.

Insurance

We maintain insurance for commercial automobile and trucker’s liability, commercial general liability and cargo legal liability, as well as property coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims.

Seasonality

Our revenue and profitability in the fourth quarter are typically higher than those during the first, second and third quarters of the calendar year. We believe the surge in the fourth quarter of the calendar year is in part due to the increase in demand experienced by many of our customers as a result of the increased purchases during the holiday season, which leads to higher need for our supply chain solutions and services. It is not possible to reliably predict whether our historical revenue and profitability trends will continue to occur in future periods.

Employees

Our people are key to our success. As of June 30, ~~2024~~2025, we had a workforce of 5094 full-time employees across various functions. None of our employees are represented by labor unions or work under any collective bargaining agreements. We have not experienced any work stoppages, and we believe that our employee relations are strong.

We work diligently to create an equitable and inclusive work environment for our diverse group of people who are young, energetic, highly educated and multi-lingual. As of June 30, 2024, our overall workforce is 100% of a minority ethnicity and 62% of female. In addition, among such workforce, 30% holds a bachelor’s degree, 46% holds an advanced degree such as a master’s degree, and 98% is bi-lingual. We provide equal opportunities for growth, success, promotion, learning and development, and aim to achieve parity in the way we organize and manage operations. We are focused on building support across all functions and individuals, ensuring everyone has a voice, and treats each other with respect.

Government Regulations

As a U.S.-based integrated cross-border supply chain solution provider offering customized ocean freight solutions and airfreight solutions in the U.S. that specifically cater to customers’ requirements and needs in transporting goods into the U.S., our operations are substantially governed by U.S. laws and regulations. We are required to obtain certain licenses, permits and approvals from the relevant governmental authorities in order to operate our business, including but not limited to licenses of an ocean transportation intermediary (sometimes referred to as an NVOCC), an indirect air carrier, a container freight station, and licenses issued by the International Air Transport Association. To the extent material to our understanding, as of the date of this report, we believe that we have obtained all licenses, permits and approvals from the relevant governmental authorities necessary for our business operations in the U.S. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, and the promulgation of new laws and regulations and amendment to the existing ones, we may be required to obtain additional licenses, permits, registrations, filings or approvals for our business operations in the future. We cannot assure you that we will be able to obtain, in a timely manner or at all, or maintain such licenses, permits or approvals, and we or the affiliated entities may also inadvertently conclude that such permissions or approvals are not required. Any lack of or failure to maintain requisite approvals, licenses or permits applicable to us or the affiliated entities may have a material adverse impact on our business, results of operations, financial condition and prospects and cause the value of any securities we offer to significantly decline or become worthless.

This section provides an overview of the key regulations and legal considerations in the U.S. pertaining to our cross-border ocean freight solutions and cross-border airfreight solutions. To the extent material to our understanding, we do not believe any current foreign governmental regulations impose material restraints on our business operations as of the date of this report. We further acknowledge that in the course of our operations, we are committed to complying with applicable data protection laws and regulations that govern the privacy and security of data it handles, which are increasingly global in scope due to the nature of cross-border supply chain solutions.

Regulations Relating to Labor and Employment

Pursuant to federal and state laws, we adhere to labor and employment laws at the federal and state levels. This includes fair employment practices, wage and hour regulations, worker safety, and anti-discrimination law. We are committed to providing a fair and inclusive workplace environment that respects the rights of our employees and fosters a culture of diversity and equality.

Regulations Regarding Cross-border Freight Forwarding Services

Interstate and international transportation of freight is highly regulated under U.S. law, and failure to comply with these regulations can have significant consequences, including substantial fines or the revocation of operating permits and authorities for both transportation intermediaries and their shipper customers. As a freight forwarder in operating the cross-border freight forwarding services by collaboration with the shipping carriers, the regulations that currently impact our operations and those that may affect us in the future are as follows.

Air Freight Forwarding Services

In accordance with the Federal Aviation Act enforced by the Federal Aviation Administration within the U.S. Department of Transportation, and the Transportation Security Administration (the “TSA”) within the Department of Homeland Security (the “DHS”), an air freight forwarder is classified as an indirect air cargo carrier. Even if air freight forwarders enjoy exemptions from the majority of the Federal Aviation Act’s requirements through compliance with the Economic Aviation Regulations, the industry remains under the constant scrutiny of evolving regulatory and legislative developments, and these developments have the potential to significantly impact the industry’s economic landscape, necessitating adjustments to operational practices and exerting influence on both service demands and associated costs. Regarding our involvement in the air transportation sector within the United States, we are subject to regulatory oversight by the TSA within the DHS as an indirect air carrier. All indirect air carriers operating in the United States must adhere to mandated security protocols and undergo periodic audits conducted by the TSA. According to Federal Code 71 FR 33255, each indirect air carrier must allow the TSA, at any time or place, to make any inspections or tests, including copying records, to determine compliance of an airport operator, aircraft operator, foreign air carrier, and indirect air carrier. At the request of the TSA, each indirect air carrier also has to provide evidence of compliance with this subchapter and its indirect air carrier security program, including copies of records. The TSA may enter and be present with in areas where security measures required by the TSA are carried out without access media or identification media issued or approved by the indirect air carrier, an airport operator, or aircraft operator, in order to inspect or test compliance, or perform other such duties as the TSA may direct.

Ocean Freight Forwarding Services/NVOCC

As a licensed NVOCC, we fall within the regulatory purview of the FMC, a regulatory authority that oversees and licenses ocean forwarding operations. This oversight includes compliance with FMC tariff filing and surety bond mandates, as well as adherence to the Shipping Act of 1984, which contains provisions that specifically prohibit rebating practices.

Pursuant to FMC rules, all NVOCCs based in the U.S. and all international ocean freight forwarding agencies and their branches are required to obtain a license from the FMC’s Bureau of Certification and Licensing by filing Form FMC-18. Entities engaging in international freight forwarding operations or conducting business as NVOCCs who do not complete or maintain the filing may result in denial, revocation or suspension of an ocean transportation intermediary license. We hold the license as an Ocean Transportation Intermediary (“OTI”), which is sometimes interchangeably referred to as an NVOCC, and persons who operate without the proper license may be subject to civil penalties not to exceed $9,000 for each violation. Additionally, the FMC has also established precise criteria for shipping agents, inclusive of specific surety bonding prerequisites, and it is responsible for the economic regulation of OTI/NVOCC activity originating or terminating in the United States as well. In order to comply with these economic regulations, OTI/NVOCC entities, such as our company, are mandated to electronically submit tariffs, delineating the rates applicable to the transportation of specified commodities to and from the United States, and the FMC possesses the authority to enforce these regulations, including the imposition of penalties for non-compliance.

Freight Forwarder Liability

Generally, the limitation of liability of freight forwarders is identical to the international agreements that are applicable to carriers. There are multiple conventions that restrict the carriers’ liability such as by setting as specific monetary limit per package or weight. For instance, ocean carriers can incorporate the Carriage of Goods by Sea Act into their Bills of Lading to limit their liability to $500 per unit. The Montreal Convention imposes a limit on the air carrier’s liability, capping it at a maximum of 22 special drawing rights per gross kilogram of the cargo that has been lost or damaged.

Freight forwarder’s liability also depends on their insurance coverage. In situations where goods get damaged or lost during transportation without an All Risk Cargo Policy or if the shipper chooses not to initiate a claim, the shipper will seek damages from all parties engaged in the transportation of goods, including carriers, warehouse operators, and the freight forwarders. If the insurance coverage is “All Risk,” then the shipper will recover through the insurance. However, if the losses exceed the amount recovered, shippers will go after the outstanding parties.

Furthermore, the extent of a freight forwarder’s liability is determined by the roles it assumes. When a freight forwarder issues a House Bill of Lading stating itself as the carrier, it assumes the role of principal, subjecting itself to the laws, regulations, and limitations applicable to carriers. When a freight forwarder issues a House Bill of Lading designating the common carrier (not the freight forwarder) as the carrier, the freight forwarder takes on the role of a broker or agent. In this scenario, the freight forwarder is often exempted from legal liabilities.

Forwarding agents must comply with the Export Administration Regulations (the “EAR”), a set of United States export guidelines and prohibitions that regulate the export restrictions of sensitive goods. It is essential to note that regardless of whether they are freight forwarders or other agents, their involvement in various tasks does not exempt them from their compliance obligations. Agents are accountable for the representations they make when filing export data. No individual, including an agent, may engage in any transaction if they have knowledge that it violates the EAR, has the potential to violate it, or is intended to do so. Pursuant to the Supplement No. 1 to Part 732 of the EAR, agents and exporters must assess the presence of red flags, exercise due diligence in investigating them, and ensure they do not overlook suspicious circumstances. Neglecting these responsibilities could result in a violation of the EAR. Additionally, it’s worth noting that the primary responsibility for EAR compliance rests with the principal parties in interest (the “PPI”) involved in a transaction. The EAR stipulates that the U.S. PPI must provide the foreign PPI and its agent with the correct Export Control Classification Number (the “ECCN”) or sufficient technical information to determine it, upon request. The U.S. PPI is obligated to furnish any information that could impact the determination of licensing authority as well. Under the Foreign Trade Regulations (15 C.F.R. Part 30), the U.S. PPI must supply specific data to the agent for electronic export information filing purposes.

106

Further, in a routed export transaction, the U.S. agent representing the foreign PPI is considered the “exporter” under the EAR. They are responsible for determining licensing authority and obtaining the necessary license or authorization for the export. In such cases, the agent representing the foreign PPI must obtain a power of attorney or written authorization to act on their behalf. However, if the U.S. PPI fails to obtain the required authorization from the foreign PPI, they become the “exporter” and must handle licensing authority and obtain the appropriate license, even in the context of a routed export transaction for electronic export information filing. However, in a non-routed transaction, if the U.S. PPI authorizes an agent to prepare and file the export declaration on their behalf, the U.S. PPI assumes the role of the “exporter” under the EAR. In this scenario, the U.S. PPI is obliged to: (i) provide the agent with necessary information for the Automated Export System (the “AES”) submission, which is a system the U.S. exporters use to electronically declare their international exports, known as the Electronic Export Information (the “EEI”), to the Census Bureau to help compile U.S. export and trade statistics; (ii) authorize the agent to complete the AES submission through a power of attorney or written authorization; and (iii) maintain documentation supporting the information provided to the agent for the AES submission.

If authorized by either the U.S. or foreign PPI, the agent bears responsibility for: (i) preparing the AES submission based on information from the U.S. PPI; (ii) maintaining documentation supporting the AES submission information; and (iii) furnishing a copy of the AES filing to the U.S. PPI upon request. It is crucial to highlight that both the agent and the authorized PPI share responsibility for the accuracy of entries in an AES submission. Agents should exercise caution in using “No License Required” designations and avoid unsupported entries. In cases where agents lack technical expertise for commodity classifications, they should obtain supporting documentation for ECCNs.

Regarding documentation requirements in EAR’s Part 762, which applies to all transactions subject to the EAR, it outlines records that must be maintained, those exempt from maintenance, requirements for producing records, and the retention period. Additionally, various other recordkeeping requirements apply, including those from Customs (19 CFR Part 163), the Department of State (ITAR and 22 CFR Part 122.5), the Census Bureau (15 CFR 30.66(c)), and Treasury’s OFAC (31 CFR Part 501). Further details on EAR rules and regulations applicable to freight forwarders can be consulted in Sections 758.1 through 758.6, 748.4, and 750.7(d) within the EAR.

Regulations Relating to Cargo Examinations

One of the integral functions performed by freight forwarders is to handle customs examinations. Regulations enforced by CBP mandate that all cargo entering the U.S. from any foreign territories undergo physical examination by the U.S. government to ensure compliance with U.S. laws and regulations. Under the Title 19 of the United State Code (19 U.S.C.), CBP is authorized to inspect, examine and search all goods entering the U.S., including but not limited to cargo transported by air, sea, land, or mail. CBP facilitates this process through the use of an electronic system, allowing importers, brokers, and other trade partners to submit data and documentation, as well as providing the cargo information, including entry summaries and customs declarations to CBP. Additionally, the TSA established rules for air cargo security, mandating screening and inspection to mitigate the potential threats. Pursuant to 49 CFR part 1549, TSA-certified cargo screening facilities across the United States to screen cargo before it is transported on passenger flights. Certified facilities must adhere to strict security programs and chain of custody requirements to secure cargo from screening until it is loaded onto passenger aircraft.

Regulations Regarding Warehousing and Distribution Services

Container Freight Stations (“CFS”) Regulations

Our operations encompass warehousing and distribution services conducted within our regional warehousing and distribution centers. We own a CFS, which is licensed and certified by U.S. Customs. CFS facilities are an integral part of the logistics and shipping industry, where cargo containers are consolidated, deconsolidated, and temporarily stored during the import and export process. Besides consolidation and storage, CFS provide aspect rum of supplementary services, including documentation, custom examination, export clearance procedure. CFS facilities often handle imported and exported goods, so they must comply with customs regulations specific to the country or region in which they are located. This can include procedures for customs clearance, documentation, and security measures to prevent smuggling and ensure compliance with trade laws.

Pursuant to 19 CFR Part 19, the establishment of a container station, independent of the importing carrier, is subject to application submission and approval by the port director. Additionally, a Customs Form 301 must be filed, featuring bond conditions as stipulated in § 113.63 of such chapter, with the bond amount determined by the port director. Any alterations to or relocation of a container station require permission from the relevant port director. Furthermore, an application fee will be assessed by customs, with charges based on the average time required by customs officers to perform the service.

For containerized cargo, whether it needs transportation from the point of unloading to a designated container station or is received directly at the container station from a bonded carrier following in-bond transportation, an entry of merchandise must be filed. Permission is sought for the purpose of breaking bulk and redelivery of the cargo. In addition, concerning the transfer of containers, our container station operator must file an application for the transfer of merchandise with the customs authorities or customs inspector at the location where the container is unloaded, or for merchandise transported in-bond, at the designated facility of the bonded carrier as determined by the port director. Such filings must adhere to the prescribed format as per regulations. As outlined in 39 FR 4876, when the container station operator utilizes their own vehicle to transfer merchandise to their station, the merchandise may only be transferred by a bonded cartman or bonded carrier. The station operator, cartman, or carrier must issue a receipt for the merchandise on both copies of the application.

Regulations of Transportation Security Administration

Pursuant to 49 CFR part 1548, we, as an indirect air carrier, must adopt and carry out a TSA-approved security program that meets current TSA requirements and is renewed annually. TSA principal security inspectors are the primary point of contact for the application process and approval of certification. Moreover, the TSA requires us to conduct known shipper programs and as the TSA’s known shipper management system requires, we must comply with a range of specific security requirements to qualify our clients as known shippers.

Regulations Relating to Intellectual Property, Data Protection and Security

In the rapidly digitizing landscape of supply chains, data protection has emerged as a significant challenge for the logistics sector. The Privacy Act of 1974 and the General Data Protection Regulation (the “GDPR”) have been enacted to ensure data privacy, regulatory frameworks and laws in order to safeguard this valuable information. Companies like us now shoulder the added responsibility of overseeing the proper collection and utilization of the vast volumes of customer data circulating within the logistics supply chain.

The Privacy Act of 1974, with amendments up to the present day, including Statutory Notes (5 U.S.C.552a), plays a vital role in protecting records about individuals, retrieved by personal identifiers such as names, social security numbers, or other identifying information. It dictates how federal agencies collect and use data related to individuals in their records systems. The act unequivocally bars agencies from disclosing personal information without written consent from the individual, except under specific circumstances, such as for statistical purposes by the Census Bureau. Individuals also retain the right to access their records, request corrections if inaccuracies exist, and demand protection against unwarranted invasions of their privacy. Additionally, we also recognize the importance of data privacy and security and comply with applicable regulations, including the GDPR, where applicable. Companies implement measures to safeguard customer and employee data, ensuring proper collection, storage, and usage practices. Non-compliance with these regulations carries the potential for legal consequences that could impact the company’s operations and financial performance. We are unwavering in our commitment to upholding the highest standards of regulatory compliance to ensure the long-term success and sustainability of our business operations.

Third-Party Logistics Providers, or 3PLs, like us, commonly find themselves privy to sensitive or confidential information about shippers or carriers, often protected by statutes or contractual agreements. Even in cases where no negligence is involved, 3PLs can be held accountable for disclosing such private and safeguarded information. Given their substantial involvement in a shipper’s operations while providing logistics services, contracts between shippers and 3PLs often incorporate confidentiality provisions. These provisions are essential safeguards to protect the integrity of sensitive data in the complex landscape of logistics, where trust and security are paramount.

Regulations Relating to Distribution of Pharmaceutical Products in China

According to the “Regulations on the Supervision and Administration of the Quality of Pharmaceutical Operation and Use” implemented by the State Administration for Market Regulation of China in January 2024, the entity which is engaged in pharmaceutical wholesale or retail activities within the territory of the People’s Republic of China should obtain the Pharmaceutical Operation License. The local departments of the National Medical Products Administration pharmaceutical and the State Administration for Market shall supervise the daily operation of those entities through regular and casual inspections. Those inspections are aiming at the whether the purchase, storage, sales and other operating activities of the pharmaceutical selling entities are compliant with the related regulations. In August 2025, Hubei Pharmaceutical has passed an on-site inspection from Hubei Administration for Market.

Available Information

Our website address is www.lakeside-holding.com ~~and~~ and our subsidiary'’s website address is www.americanbearlogistics.com. The information on, or that can be accessed through, ~~our~~ our websites is not part of this report and is not incorporated by reference herein. We have included our websites address as ~~inactive~~ inactive textual reference only.

128

Item 1A. Risk Factors.

We are a smaller reporting company and are not required to provide the information required under this item. For risks relating to our Company and our operations, see the section titled “Risk Factors” contained in our prospectus dated ~~June~~April 2721, ~~2024~~2025, filed with the Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b)(4) under the Securities Act.

Item 1B. Unresolved Staff Comments.

We are a smaller reporting company and are not required to provide the information required under this item.

Item 1C. Cybersecurity.

Risk Management and strategy

As part of our broader risk management system and processes, we maintain procedures for identifying, assessing, and managing material risks from cybersecurity threats that is designed to protect the confidentiality, integrity, and availability of our critical systems and information.

We track and log security incidents across our company and our customers to remediate and resolve any such incidents. Significant incidents, if any, shall be reviewed by chief executive officer and chief operating officer, with the assistance from our information technology department, to assess and determine its materiality or potentiality of becoming material. Our senior management makes the final materiality determinations and disclosure and other compliance decisions.

As of the date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.

Governance

Our board of directors does not have a standing risk management committee, but rather directly administers its oversight function as a whole. Our board of directors will (i) lead in a direction that minimizes the risk of unauthorized and malicious use, disclosure, potential theft, alteration or damaging effects of our operations while concurrently enabling the sharing of information in cyberspace, and (ii) ensure that risks to the confidentiality, integrity or availability of Company-owned information assets are managed appropriately, and (iii) review disclosure concerning cybersecurity matters in our annual report on 10-K presented by our chief executive officer, chief financial officer, and other personnel in charge of cybersecurity matters.

Item 2. Properties.

We lease approximately 65,981 square feet in Itasca, Illinois, including approximately 8,838 square feet for our U.S. headquarters and 57,143 square feet for a regional warehousing and distribution center. The lease of our facility in Itasca, Illinois expires in April 2026 with an option to extend the lease for an additional five-year term. We also lease approximately 46,657 square feet in Irving, Texas, where we operate another regional warehousing and distribution center. The lease of this facility expires in May 2029 with an option to extend the lease for an additional five-year term. We ~~may~~also ~~add~~lease ~~additional~~approximately ~~offices~~56,264 assquare wefeet ~~expand~~in ~~our~~Bensenville, ~~business~~Illinois, toincluding ~~other~~12,000 ~~states and~~square ~~countries.~~feet ~~We believe that our facilities are sufficient~~ for our ~~current~~ocean ~~needs~~operation office and ~~that~~44,264 ~~should~~square itfeet befor ~~needed,~~another ~~additional facilities~~regional ~~will~~warehousing beand ~~available~~distribution tocenter. ~~accommodate~~The ~~the~~lease ~~expansion~~ of ~~our~~this ~~business~~facility expires in April 2026.

We lease two premises with a gross floor area of approximately 565 square meter in Wuhan, Hubei Province in China, for our pharmaceutical distribution and supply chain service. The lease term of the warehouse, with a floor area of 176 square meters, is from April 1, 2025 to March 31, 2026. As of June 30, 2025, this warehouse has not yet been put into use. The other lease covers an office unit with a floor area of 389 square meters, with a lease term from January 1, 2025 to December 31, 2029.

We have two lease agreements for premises with a total floor area of approximately 468 square meters in Chengdu, Sichuan Province, China. The lease term of the office, with a floor area of 352 square meters, is from September 10, 2024 to September 10, 2026. The other lease covers a residential unit with a floor area of 116 square meters, which is used as employee dormitories, with a lease term from February 12, 2025 to February 11, 2026.

We may add additional offices as we expand our business to other states and countries. We believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.

Item 3. Legal Proceedings.

From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are currently not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.

Item 4. Mine Safety Disclosures.

Not applicable.

139

PART II

Market Information

Our common stock trades on the Nasdaq Capital Market under the symbol “LSH.” ~~On September 25, 2024, the closing sale price of our common stock was $2.25 per share.~~

Holders of Record

As of ~~September~~October 2510, ~~2024~~2025, we we had approximately ~~six~~20 holders of record of our common stock.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Performance Graph

We are a smaller reporting company and are not required to provide the information required under this item.

Recent Sale of Unregistered Securities and Use of Proceeds

None.

Use of Proceeds from Initial Public Offering of Common Stock

On July 1, 2024, we ~~completed~~ completed our IPO of 1,500,000 shares of common stock, at a price of $4.50 per share, before underwriting discounts and commissions. The offering was registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-278416), which was declared effective by the SEC on June 27, 2024. As of the date of this report, with the proceeds of the IPO, we used approximately $3.3 million for in marketing activities and business expansion and used approximately $2.4 million for working capital needs. There has been no material change in the planned use of proceeds from the IPO as described in the Prospectus.

As of the date of this annual report, with the proceeds of the IPO, we used approximately $1.8 million for in marketing activities and business expansion and used approximately $1.3 million for working capital needs.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of the issuer’s securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Exchange Act, during the fourth quarter of the fiscal year ended June 30, ~~2024~~2025.

Item 6. [Reserved]

1410

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Report. In addition to historical consolidated financial information, the following ~~discussion~~ discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. All amounts included herein with respect to the fiscal years ended June 30, ~~2024~~ 2025 and ~~2023~~2024 are derived from our audited consolidated financial statements included elsewhere in this Report. Our financial statements ~~have~~ have been prepared in accordance with the U.S. GAAP.

Overview

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

Founded in Chicago, Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. ~~Since~~As ~~inception and as~~ of June 30, ~~2024~~2025, we had served over ~~300~~400 customers to fulfill over 4155,000 cross-border supply chain solution orders.

We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. ~~Since~~As ~~inception and as~~ of June 30, ~~2024~~2025, we had collaborated with almost all major global ocean and air carriers to forward 3135,~~300~~900 TEU of container loads and 47 69,~~800~~300 tons of air cargo. As of June 30, ~~2024~~2025, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

We operate ~~two~~three massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 75142,~~014~~484 square feet and 3452 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with over 150 warehouses and distribution terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in states other than Illinois and Texas. As of June 30, ~~2024~~2025, we had assisted with the customs clearance, in conjunction with our other service offerings, of cross-border freight of an aggregate assessed value of over $3854.0 million.

Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. For the fiscal years ended June 30, 2024 and 2023, our revenues amounted to $18.3 million and $12.9 million, respectively, and our gross profit amounted to $3.7 million and $2.6 million during the same periods, respectively. As of June 30, ~~2024~~2025, we had fulfilled over 4155,000 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, delivered to thousands of business and residential addresses in approximately 48 U.S. states.

15During the year ended June 30, 2025, we had a new business segment through acquired 100% equity interest of Hupan Pharmaceutical, a comprehensive pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China with verticals in brand promotion and healthcare technology support. We have partnered with some pharmaceutical manufacturers to supply infusion fluids, which are our major pharmaceutical products sold and distributed during the year.

For the year ended June 30, 2025 and 2024, our revenues amounted to $17.8 million and $18.3 million, respectively, and our gross profit amounted to $2.9 million and $3.7 million during the same periods, respectively.

Key Factors Affecting Our Results of Operations

We believe the most significant factors that affect our business and results of operations include the following:

Our Ability to Expand Our Customer Base

Our results of operations are dependent upon our ability to expand and maintain our customer base. ~~Since~~As ~~inception and as~~ of June 30, ~~2024~~2025, we had served over ~~300~~400 customers to fulfill over 4155,~~000~~500 cross-border supply chain solution orders. We will continue to expand our customer base to achieve a sustainable business growth. We aim to attract new customers and maintain our existing customers. We plan to improve the quality and expand the variety of our services to obtain more customers.

During fiscal year 2025, we introduced a new revenue stream through the distribution of pharmaceutical and medical products. Under this model, we purchase products directly from manufacturers, store them in designated warehouses, and deliver them to customers’ warehouses or other specified locations. While this business expansion creates opportunities to reach new customers in the healthcare sector. It also exposes us to additional risks compared with our traditional cross-border logistics services. These risks include heightened regulatory and compliance requirements for the handling and distribution of medical products, increased working capital exposure from holding inventory, and greater operational complexity in maintaining product quality and safety. Successfully expanding our customer base in this new segment will depend on our ability to manage these risks effectively while maintaining high service standards and compliance with applicable regulations.

Our Ability to Control Costs

Our results of operations are affected by our ability to control costs including transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which may be subject to factors, including, among other things, fluctuations in wage rates, fuel prices, toll fees, and leasing costs. Effective cost-control measures have a direct impact on our financial condition and results of operations. For example, our cross-border freight carrier and U.S. domestic ground transportation carrier services providers use large quantities of fuel to operate vehicles, and therefore, hence the higher fuel cost incurred by them may causes our higher fee rates cost charged on us by such the service providers. The availability and price of fuel and third-party transportation capacity are subject to political, economic, and market factors that are beyond our control. We also incur a significant amount of costs in relation to transportation and labor. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. We have adopted, and expect to adopt, additional cost control measures. However, the measures we have adopted or will adopt in the future may not be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates based on operating costs and market conditions, our profitability and cash flow may be adversely affected.

With the introduction of our new pharmaceutical and medical product distribution business in fiscal year 2025, our cost structure has become more complex. Unlike our traditional cross-border logistics services, which are largely variable in nature, the new business requires us to hold inventory, maintain specialized warehouse conditions, and comply with more stringent product handling standards. These factors may increase fixed operating costs, including storage, insurance, and quality control expenses. Consequently, our ability to control costs in this new business segment will depend not only on fuel and labor trends but also on our efficiency in managing inventory turnover and compliance-related expenses.

We have implemented, and expect to continue adopting, additional cost-control measures to mitigate these risks. However, such measures may not always be as effective as anticipated. If we are unable to effectively control our operating costs or adjust our pricing in response to changing market conditions, our profitability and cash flows may be adversely affected.

Our Ability to Provide High-quality Services

Our results of operations depend on our ability to maintain and further enhance our service quality. Together with our network of service providers, we provide integrated cross-border ocean and air freight supply chain solutions and services to our customers. If we or our service providers are unable to provide express delivery services in a timely, reliable, safe and secure manner, our reputation and customer loyalty could be negatively affected. In additional, if our customer service personnel fail to satisfy customer needs or respond effectively to customer complaints, we may lose potential or existing customers and experience a decrease in customer orders, which could have a material adverse effect on our business, financial condition and results of operations.

16As we expand into pharmaceutical and medical product distribution, maintaining high-quality service standards becomes even more critical. This new business line involves additional operational requirements, such as temperature-controlled storage, specialized handling, and compliance with healthcare product regulations. Any lapse in these areas could result in regulatory penalties, product spoilage, or loss of customer trust. Compared to our existing logistics operations, the consequences of service failures in this segment could be more severe, given the sensitive nature of medical products and the higher expectations of healthcare customers. Ensuring consistent service quality will therefore require enhanced employee training, strengthened supplier oversight, and continuous monitoring of compliance procedures.

Strategic Acquisitions and Investments

Our results of operations also depend on our ability to pursue strategic acquisitions and investments in expanding our global footprints, diversifying our service offerings, and advancing our technologies. We may selectively pursue mergers, acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. However, we cannot assure you that we will make prudent decisions at all times. Our ability to successfully execute or effectively operate, integrate, leverage and grow these investments or strategic partnerships could impact our results of operations and financial conditions.

Impact of COVID-19

The global spread of COVID-19 and the efforts to control it have slowed global economic activity and disrupted, and reduced the efficiency of, normal business activities in much of the world. The pandemic has resulted in authorities around the world implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter in place orders, and factory and office shutdowns. These measures have impacted and will likely continue to impact our workforce and operations, and those of our customers and suppliers.

Delays and congestions at various ports as a result of the COVID-19 restrictions during the pandemic also prolonged the delivery times for certain of our cross-border freight. Additionally, ocean freight carriers have consolidated with the potential for more to occur in the future. COVID-19 has placed significant stress on our global ocean and air freight carriers, U.S. domestic ground transportation carriers as well as other service providers, which may result in reduced carrier capacity or availability, pricing volatility or more limited carrier transportation schedules and other services that we utilize, which could adversely impact our business, financial condition and results of operations.

In response to governmental directives and recommended safety measures, we have implemented personal safety measures at all of our facilities. However, these measures may not be sufficient to mitigate the risk of infection by COVID-19. If a significant number of our employees, or third parties performing key functions, including our chief executive officer and members of our board of directors, become ill, our business may be further adversely impacted.

The impact of COVID-19 pandemic on us in the future will depend on future developments which are highly unpredictable and beyond our control, such as the frequency, duration and severity of the resurgence of COVID-19 and the emergence of new variants, as well as the measures that may be taken by governments around the world in response to these developments, the impact of the pandemic on the global economy and the measures taken by governments to stimulate the general economy. Therefore, we cannot guarantee that the pandemic will not continue to have an adverse effect on our business and results of operations in the future, which may be material.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, service providers and stockholders.

Uncertainty and Impacts on the Recent U.S. Tarriff Policies and Regulations

Our results of operations also depend on our ability to respond with the recent tariff and other restrictions placed on imports. Since February 2025, trade between the U.S. and China has remained under tight restrictions and elevated trade barriers. While some temporary relief measures and exemptions were granted, most U.S. tariffs on Chinese goods remain in place, particularly affecting key sectors such as agriculture, automobiles, industrial materials, and consumer goods. These trade measures have significantly disrupted U.S.-China commerce, reducing exports in certain categories and forcing companies on both sides to adjust supply chains, pricing, and sourcing strategies. Despite some ongoing negotiations, the overall trade environment remains challenging and uncertain, with cross-border business continuing to face heightened costs and operational complexities.

In May 2025, the US and China agreed to a truce to lower import taxes on goods being traded between the two countries for 90 days. Under the terms of the agreement, both countries committed to pausing the imposition of new tariffs and partially rolling back existing duties on select goods, primarily in the technology, agricultural, and consumer product sectors. Although the agreement marks a major de-escalation of the trade war between the two countries, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn in the global economy.

As of August 29, 2025, the United States has permanently eliminated the $800 de minimis threshold that previously allowed low-value shipments to enter the country duty-free. This change applies to all international shipments, regardless of value, origin, or shipping method. The decision was made to strengthen trade enforcement and address concerns over illicit trade practices. All imports, including those valued under $800, are now subject to applicable duties and taxes. These changes increase the complexity of customs processing, slow clearance times, and reduce the volume of low-value parcels traditionally handled by freight forwarders.

Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, extend shipping schedules, increase voyage costs, and other associated costs, which could have an adverse impact on our customers’ business, operating results and financial condition and could thereby affect their ability to make timely payments to us and their order quantities. This could have a material adverse effect on our business, operating results, cash flows and financial condition.

We will continue to actively monitor the situation and consider strategic adaptation to maintain service levels and profitability.

Key Components of Results of Operations

Revenues. We generate revenues primarily by providing customized cross-border ocean freight solutions and airfreight solutions to customers that specifically cater to their requirements and needs in transporting goods into the U.S. Under the service agreements with our customers, we offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

~~Cost~~From ofDecember ~~Revenues. Our~~2024, we started ~~cost~~to ofgenerate revenues ~~mainly~~from ~~comprises~~the ~~transportation~~distribution ~~and~~of ~~delivery~~pharmaceutical ~~costs,~~and ~~warehouse~~medical ~~service~~products. ~~charges,~~We ~~custom~~order ~~declaration~~from ~~and~~the ~~terminal charges~~manufacturer, ~~freight~~ ~~arrangement~~receive ~~charges~~ and ~~other~~carry ~~overhead~~the products ~~cost~~at ~~allocation~~a ~~which~~designated ~~includes~~warehouse, ~~operating~~ and ~~financing~~deliver ~~lease-related~~the ~~costs,~~products ~~depreciation expenses~~to ofthe ~~property~~customers’ ~~and~~warehouses ~~equipment~~or ~~and~~designated ~~other miscellaneous expenses~~locations.

17Cost of Revenues. Our cost of revenues from customized cross-border ocean and air freight solutions mainly comprises transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation which includes operating and financing lease-related costs, depreciation expenses of property and equipment and other miscellaneous expenses.

~~Selling Expenses.~~ Our ~~selling~~ ~~expenses~~cost ~~mainly~~of ~~represent~~revenues ~~commissions~~from ~~paid~~the todistribution ~~unrelated~~of ~~parities~~pharmaceutical ~~for~~and ~~customer~~medical products ~~referrals~~comprises cost of pharmaceutical products from manufacturers.

~~General~~Selling ~~and Administrative~~ Expenses. Our selling ~~general and administrative~~ expenses primarily include salaries ~~and~~expense, ~~staff~~advertising ~~benefits~~expenses, ~~repair~~ and ~~maintenance~~traveling expense, ~~depreciation~~of onsales ~~property~~team ~~and~~engaged ~~equipment,~~in ~~lease~~developing ~~expenses,~~potential customers ~~travelling~~ and ~~entertainment,~~maintaining ~~bank~~customer ~~charges,~~relationships ~~legal~~ and ~~professional~~ ~~fees,~~transportation ~~insurance~~cost ~~expenses~~for ~~and~~selling ~~other~~pharmaceutical ~~office expenses~~products.

~~Other~~General ~~Income~~and Administrative Expenses. Our ~~other~~ ~~income~~general and administrative expenses primarily ~~consists~~include ofsalaries ~~rental~~and ~~income~~staff benefits, repair and ~~employee~~maintenance ~~retention~~expenses, depreciation ~~credit~~on ~~received~~property and equipment, ifamortization ~~any~~on intangible assets, lease expenses warehouses used for administrative purpose and office premises, travelling and entertainment expenses, bank charges, legal and professional fees, insurance expenses and other office expenses.

~~Interest Expenses~~Other Income. Our other ~~interest~~income ~~expenses~~ primarily ~~consist~~consists of ~~the~~rental ~~interest expenses incurred for finance leases, equipment loans, vehicle loans and other loans and interest for late paid for credit card~~income.

~~Income~~Interest ~~Tax~~ Expenses. Our ~~income~~interest ~~tax~~ expenses ~~consist~~ primarily consist of ~~U.S. federal~~the interest expenses incurred for finance leases, ~~state~~convertible ~~income~~debts, ~~taxes~~equipment loans, vehicle loans and ~~replacement~~other ~~tax~~loans inand ~~the~~interest ~~state~~for oflate ~~Illinois~~credit card payment.

~~Fiscal~~Income ~~Year~~Tax ~~Ended June~~Expenses. ~~30,~~Our income ~~2024~~tax ~~Compared to~~expenses ~~Fiscal~~consist ~~Year~~primarily ~~Ended~~of ~~June~~U.S. 30federal, ~~2023~~state income taxes, replacement tax in the state of Illinois and PRC enterprise income tax.

Results of Operations

The following table summarizes ~~our~~the ~~consolidated~~ results of ~~operations~~consolidated ~~and~~statements ~~percentages~~ of ~~certain~~operations ~~items~~and incomprehensive ~~relation~~income to(loss) ~~total revenues~~ for the ~~fiscal~~ years ended June 30, ~~2024~~2025 and ~~2023.~~2024 ~~The operating results~~ in ~~any historical period are not necessarily indicative of the results that may be~~U.S. ~~expected for any future period~~dollars.

	For the fiscal year ended June 30,
	For the years ended June 30,
	2024						2023
	2025						2024
Revenues	Amount			% of total Revenues			Amount			% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
	Amount			As % of revenue			Amount			As % of revenue			Amount Increase (Decrease)			Percentage Increase (Decrease)
Cross-border ocean freight solutions	$	7,873,835			43.0	%	$	8,073,685			62.7	%	$	(199,850	)		(2.5	)%
Revenue from cross border freight solutions	$	15,027,960			84.5	%	$	18,315,155			100.0	%	$	(3,287,195	)		(17.9	)%
Cross-border airfreight solutions		10,441,320			57.0	%		4,799,206			37.3	%		5,642,114			117.6	%
Revenue from distribution of pharmaceutical products		2,762,465			15.5	%		—			—			2,762,465			N/A
Total revenues		18,315,155			100.0	%		12,872,891			100.0	%		5,442,264			42.3	%
Total revenue		17,790,425			100.0	%		18,315,155			100.0	%		(524,730	)		(2.9	)%
Cost of revenues		14,599,198			79.7	%		10,308,602			80.1	%		4,290,596			41.6	%
Cost of revenue from cross border freight solutions		13,699,648			77.0	%		14,599,198			79.7	%		(899,550	)		(6.2	)%
Gross profit	$	3,715,957			20.3	%	$	2,564,289			19.9	%	$	1,151,668			44.9	%
Cost of revenue from pharmaceutical products		1,212,318			6.8	%		—			—			1,212,318			N/A
Total cost of revenue		14,911,966			83.8	%		14,599,198			79.7	%		312,768			2.1	%
Gross profit from cross border freight solutions		1,328,312			8.8	%		3,715,957			20.3	%		(2,387,645	)		(64.3	)%
Gross profit from pharmaceutical products		1,550,147			56.1	%		—			—			1,550,147			N/A
Gross profit		2,878,459			16.2	%		3,715,957			20.3	%		(837,498	)		(22.5	)%
Operating expenses
Selling expenses		393,290			2.2	%		2,500			—			390,790			15,631.6	%
General and administrative expenses		7,410,906			41.7	%		4,138,190			22.6	%		3,272,716			79.1	%
Loss from deconsolidation of a subsidiary		—						73,151			0.4	%		(73,151	)		NA
Provision of allowance for expected credit loss		33,432			0.2	%		28,157			0.2	%		5,275			18.7	%
Total operating expenses		7,837,628			44.1	%		4,241,998			23.2	%		3,595,630			84.8	%
Loss from operations		(4,959,169	)		(27.9	)%		(526,041	)		(2.9	)%		(4,433,128	)		842.7	%
Other income (expenses)
Other income, net		416,192			2.3	%		338,435			1.8	%		77,757			23.0	%
Interest expense		(401,282	)		(2.3	)%		(108,008	)		(0.6	)%		(293,274	)		271.5	%
Total other (expenses) income, net		14,910			0.1	%		230,427			1.3	%		(215,517	)		(93.5	)%
Loss before income taxes		(4,944,259	)		(27.8	)%		(295,614	)		(1.6	)%		(4,648,645	)		1,572.5	%
Income taxes expense (credit)		301,877			1.7	%		(67,337	)		(0.4	)%		369,214			(548.3	)%
Net loss	$	(5,246,136	)		(29.5	)%	$	(228,277	)		(1.2	)%	$	(5,017,859	)		2,198.1	%

Year Ended June 30, 2025 Compared to Year Ended June 30, 2024

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the years ended June 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

	For the years ended June 30,
	2025					2024
Revenues	Amount		% of total Revenues			Amount		% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions
Cross-border ocean freight solutions	$	5,781,180		32.5	%	$	7,873,835		43.0	%	$	(2,092,655	)		(26.6	)%
Cross-border airfreight solutions		9,246,780		52.0	%		10,441,320		57.0	%		(1,194,540	)		(11.4	)%
Subtotal		15,027,960		84.5	%		18,315,155		100.0	%		(3,287,195	)		(17.9	)%
Revenue from distribution of pharmaceutical products		2,762,465		15.5	%		-		-			2,762,465
Total revenues		17,790,425		100.0	%		18,315,155		100.0	%		(524,730	)		(2.9	)%

Cost of revenues – cross-border freight solution		13,699,648		77.0	%		14,599,198		79.7	%		(899,550	)		(6.2	)%
Cost of revenues – pharmaceutical products		1,212,318		6.8	%		-		-			1,212,318			N/A
Total cost of revenues		14,911,966		83.8	%		14,599,198		79.7	%		312,768			2.1	%

Gross profit – cross-border freight solution		1,328,312		8.8	%		3,715,957		20.3	%		(2,387,645	)		(64.3	)%
Gross profit – pharmaceutical products		1,550,147		56.1	%							1,550,147			N/A
Total gross profit	$	2,878,459		16.2	%	$	3,715,957		20.3	%	$	(837,498	)		(22.5	)%

Revenues

Our total revenues ~~increased~~from cross-border freight solutions decreased by $53.43 million, or 4217.39%, from $1218.93 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $1815.3 0 million infor the ~~fiscal~~ year ended June 30, ~~2024~~ 2025. The ~~significant~~decrease ~~increase~~ was primarily driven by ~~higher~~a ~~revenues~~decline in the volume of shipments we handled from both of our cross-border ~~air~~ocean freight solution and airfreight solutions due to the U.S. policy changes: first, ~~partially~~the ~~offset~~termination byof athe ~~decrease~~$800 inde ~~revenues~~minimis rule eliminated duty-free entry for low-value shipments; second, new tariffs—ranging from ~~our~~$50 ~~cross~~to $150 or up to 120% of the item value—were imposed on small packages, further discouraging direct-~~border~~to-consumer ~~ocean~~exports; and third, expedited customs clearance modes like T86 were discontinued, requiring more complex documentation and longer processing times. Together, these changes have led to a sharp decline in shipment volume and forced freight ~~solutions~~solution providers to rethink their logistics strategies. Additionally, a slowdown in consumer spending and business investments, caused by the overall economic downturn and high interest and inflation rates, reduced the demand for imported goods, leading to lower container volumes.

Revenues ~~generated~~ from our cross-border ocean freight solutions decreased by $0.2.1 million, or 226.56%, from $87.19 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $75.98 million infor the ~~fiscal~~ year ended June 30, ~~2024~~2025. ~~The~~This reduction was primarily due to a decrease in the volume of cross-border ocean ~~freights~~freight processed and forwarded ~~increased~~, dropping from ~~4,218 TEU in the fiscal year ended June 30, 2023, to~~ 5,458 TEU in the ~~fiscal~~ year ended June 30, 2024~~. However~~, ~~due~~ to ~~fierce~~ ~~competition in ocean freight market and lower customer demand post COVID-19 pandemic~~4,609 weTEU ~~offered more customized services that involved only one or a few stages of the freight solution process~~ for ~~individual customers. This led to a decreased unit revenue per TEU compared to~~ the ~~same period in the prior~~ year. Asended aJune ~~result~~30, ~~the gross revenue generated from our cross-border ocean freight solution slightly decreased compared to the same period in the prior year~~2025.

1816

Revenues ~~generated~~ from our cross-border airfreight solutions ~~increased~~decreased by $51.62 million or ~~117~~11.64%, from $410.84 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $109.42 million infor the ~~fiscal~~ year ended June 30, ~~2024~~2025. The ~~increase~~decrease was primarily due to a ~~rise~~decrease in the volume of cross-border air freight processed, from approximately 1226,~~966~~160 tons for the ~~fiscal~~ year ended June 30, ~~2023~~2024, to approximately 2621,~~160~~511 tons for the ~~fiscal~~ year ended June 30, ~~2024~~2025. ~~This~~Some ~~surge~~of ~~can be attributed to~~ our customers ~~heightened~~reduced ~~focus~~their onorders ~~cross-border airfreight~~due ~~solutions~~to in the ~~second half of~~uncertainty ~~the fiscal year ended June 30, 2023,~~ in ~~response~~trade topolicies ~~the~~and ~~growing~~higher ~~demand~~tariffs ~~for~~since ~~our~~March ~~services~~4, ~~fueled~~2025, byleading ~~the~~to ~~continued~~a ~~expansion~~decline ofin ~~the~~our ~~e-commerce industry~~revenue.

WeStarting ~~expect~~from ~~our~~December ~~revenues~~2024, we toestablished ~~continue growing~~a ~~due~~new torevenue stream through the ~~resurgence~~distribution of ~~the~~pharmaceutical Uproducts.S. ~~economy~~We ~~post-COVID-19,~~procured ~~ongoing~~pharmaceuticals—primarily ~~reductions~~pharmaceutical solutions—directly infrom ~~ocean~~manufacturers ~~freight~~and ~~charges~~supplied ~~stimulating~~them ~~import~~to ~~and~~distributors, ~~export activities~~hospitals, and ~~the~~clinics. ~~persistent~~For ~~trend~~the ofyear ~~online~~ended ~~purchases.~~June ~~This~~30, ~~trend~~2025, our ~~highlights~~total ~~the~~revenue ~~need~~from ~~for~~pharmaceutical ~~prompt~~product ~~delivery~~distribution amounted to ~~end-consumers~~$2.8 ~~with~~million. ~~competitive~~We did not generate any revenue from this segment ~~pricing~~in the same period of the prior year.

Looking ahead, there remains significant uncertainty regarding future tariff policies, trade regulations between the U.S. and China, and the regulatory environment affecting e-commerce platforms in the U.S. We expect these factors to continue influencing cross-border freight activity in the near term. These policies may significantly reduce the volume of goods imported into the U.S. and moving through e-commerce channels due to increased import costs. Despite these headwinds, we remain committed to exploring new customer opportunities while maintaining strong relationships with our existing clients.

Revenues by Customer Geographic

	For the fiscal year ended June 30,
	For the years ended June 30,
	2024					2023
	2025					2024
Revenues	Amount		% of total Revenues			Amount		% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Asia-based customers	$	13,081,165		71.4	%	$	5,531,468		43.0	%	$	7,549,697			136.5	%
Revenue from cross-border freight solutions
U.S.-based customers		5,233,990		28.6	%		7,341,423		57.0	%		(2,107,433	)		(28.7	)%
Asia-based customers	$	12,057,512		67.8	%	$	13,081,165		71.4	%	$	(1,023,653	)		(7.8	)%
Total revenues		18,315,155		100.0	%		12,872,891		100.0	%		5,442,264			42.3	%
U.S.-based customers		2,970,448		16.7	%		5,233,990		28.6	%		(2,263,542	)		(43.2	)%
		15,027,960		84.5	%		18,315,155		100.0	%		(3,287,195	)		(17.9	)%
Revenue from distribution of pharmaceuticals
Asia-based customers		2,762,465		15.5	%		-		-			2,762,465			N/A
Total revenues	$	17,790,425		100.0	%	$	18,315,155		100.0	%	$	(524,730	)		(2.9	)%

Revenues ~~generated~~ from ~~the~~cross-border freight solutions for the Asia-based customers ~~increased~~decreased by $71.50 million, or ~~136~~7.58%, from $513.51 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $1312.1 million in for the ~~fiscal~~ year ended June 30, ~~2024~~2025. Revenues ~~generated~~ from cross-border freight solutions for the U.S.-based customers decreased by $2.12 million, or 2843.72%, from $75.32 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024 to $53.20 million infor the ~~fiscal~~same ~~year~~period ~~ended~~in ~~June 30, 2024~~2025.

The ~~increase~~decrease in revenues from Asia-based customers infor the ~~fiscal~~ year ended June 30, ~~2024~~2025, was ~~driven~~due byto a ~~surge~~decrease in shipments volume from ~~these~~Asia-based customers, ~~particularly those~~ serving large e-commerce platforms., ~~This~~driven ~~growth~~by ~~can~~the ~~primarily~~discussions beon ~~attributed~~the amendments to the ~~rising~~de ~~demand~~minimis ~~for~~rule ~~our~~and ~~services, which is a direct result of~~ the ~~overall~~imposition ~~expansion~~ of ~~the~~higher ~~e-commerce~~tariffs ~~market~~on ~~in the U~~Chinese goods.S.

The decrease in revenue from the U.S.-based customers infor the ~~fiscal~~ year ended June 30, ~~2024~~2025, compared to the ~~fiscal~~same ~~year~~period ~~ended~~in ~~June 30~~2024, ~~2023,~~ was primarily ~~due~~ todriven ~~our~~by ~~shift~~a decrease in ~~focus~~shipment ~~toward~~volumes ~~Asia-based~~serving e-commerce ~~customers.~~platforms ~~Additionally,~~and ~~special~~concerns ~~projects~~over ~~with~~a ~~larger~~potential ~~shipment~~economic ~~volumes~~downturn ~~from~~and ~~U.S. customers~~reduced ~~were~~consumer ~~completed~~spending inpower in the ~~fiscal year ended June 30~~U.S., ~~2023,~~which ~~with~~led noto ~~similar~~lower ~~projects~~shipment ~~in the fiscal year ended June 30, 2024~~volumes.

Our customers for the distribution of pharmaceutical products are located in China, as we specifically target the Chinese market. For the year ended June 30, 2025, our total revenue from pharmaceutical product distribution amounted to $2.8 million. We did not generate any revenue from this segment in the same period of the prior year.

Cost of Revenues

A breakdown of our cost of revenues for the ~~fiscal~~ years ended June 30, ~~2024~~2025 and ~~2023~~2024 is as follows:

	For the fiscal year ended June 30,				Amount Increase			Percentage Increase
	For years ended June 30,				Amount Increase			Percentage Increase
	2024		2023		(Decrease)			(Decrease)
	2025		2024		(Decrease)			(Decrease)
Transportation and delivery costs	$	7,477,986	$	5,860,066	$	1,617,920			27.6	%
Cost of revenue from cross-border freight solutions
Warehouse service charges		2,886,406		1,391,081		1,495,325			107.5	%
Transportation and delivery costs	$	5,590,995	$	7,477,986	$	(1,886,991	)		(25.2	)%
Custom declaration and terminal charges		2,374,101		1,580,615		793,486			50.2	%
Warehouse service charges		3,069,711		2,886,406		183,305			6.4	%
Freight arrangement charges		486,357		416,068		70,289			16.9	%
Custom declaration and terminal charges		2,266,938		2,374,101		(107,163	)		(4.5	)%
Overhead cost		1,374,348		1,060,772		313,576			29.6	%
Freight arrangement charges		492,810		486,357		6,453			1.3	%
Total cost of revenue	$	14,599,198	$	10,308,602	$	4,290,596			41.6	%
Overhead cost		2,279,194		1,374,348		904,846			65.8	%
Subtotal		13,699,648		14,599,198		(899,550	)		(6.2	)%
Cost of revenue from distribution of pharmaceuticals
Cost of goods sold		1,212,318		-		1,212,318			NA
Total cost of revenue	$	14,911,966	$	14,599,198	$	312,768			2.1	%

19Our cost of revenues from cross-border freight solutions decreased by $0.9 million, or 6.2%, from $14.6 million for the year ended June 30, 2024, to $13.7 million for the year ended June 30, 2025. The decrease in cost of revenues was mainly due to the combined effects of:

~~Our~~(i) ~~cost~~a ofdecrease ~~revenues~~in ~~increased by~~transportation ~~$4.3~~and ~~million~~delivery costs, orincluding ~~41.6%~~trucking, ~~from~~drayage, ~~$10.3~~chassis ~~million~~rental, infreight, ~~the~~and ~~fiscal~~delivery costs during the year ended June 30, ~~2023~~2025, which was primarily due to ~~$14.6~~a ~~million~~reduction in ~~the~~delivery ~~fiscal~~services ~~year~~provided ~~ended~~to ~~June 30, 2024~~customers. ~~The~~Initially, ~~increase~~our transportation and delivery costs decreased to a less extent than our revenue due to high inflation in gasoline and labor costs, as well as operational efficiencies associated with airfreights forwarding services that require strict timelines and often prevent full truckload utilization. Subsequently, cost ofreduction ~~revenues~~outpaced the decline in revenue as we optimized our delivery scheduling and negotiated lower delivery rates with our major vendors, resulting in lower overall operating costs. Although there was ~~mainly~~a lag in adjusting transportation costs due to the ~~combined~~factors ~~effects~~noted ~~of:~~above, we ultimately achieved a lower cost level in line with the reduced delivery volume.

(iii) ana ~~increase~~decrease in ~~transportation~~customs declaration and ~~delivery~~terminal ~~costs~~charges, ~~including~~consisting ~~trucking,~~of ~~drayage~~customs fees, ~~chassis~~handling ~~rental~~charges, ~~freight~~ and ~~delivery~~entry ~~cost~~service fees charged by ports and terminals during the ~~fiscal~~ year ended June 30, ~~2024~~2025, ~~which~~resulting ~~was~~from ~~consistent~~a ~~with~~drop in the ~~increase~~volume inof ~~revenues~~cross-border freight we handled, particularly airfreight, during the same period;

(ii) an increase in our warehouse service charges, mainly representing labor costs at our regional warehousing and distribution centers during the fiscal year ended June 30, 2024, due to (a) extended service hours to process higher volumes of cross-border airfreight, and (b) the hiring of additional employees at our regional warehousing and distribution centers to support our growing business;

	(iii)	an increase in warehouse service charges, primarily representing labor costs at our regional warehousing and distribution centers during the year ended June 30, 2025, was mainly driven by three factors. First, industry hourly wage rates increased during the year, leading to higher overall staffing expenses. Second, we adjusted our staffing structure by reducing regular part-time positions and increasing the use of contracted labor to improve operational flexibility in response to the lower shipping volume experienced in the current year. Third, more labor was required for unpacking shipments into smaller packages to meet customer requirements, which further contributed to the increase in warehouse labor costs. This more flexible staffing model positions us to adjust more efficiently to future changes in shipment volume, and if volume decreases further, we expect to be able to reduce labor costs more promptly;

	(iv)	an increase in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight and airfreights from the U.S. to China, during the year ended June 30, 2025, primarily due to higher business volumes for export cross-border airfreights arrangement with higher unit cost, partially offset by a slight decrease in the volume of cross-border ocean arrangements, from the U.S. to China; and

(iii) an increase in custom declaration and terminal charges, consisting of customs fees, handling charges, and entry service fees charged by ports and terminals during the fiscal year ended June 30, 2024, resulting from the higher assessed value of cross-border freight, particularly airfreight, during the same period;18

(ivv) an increase in ~~freight~~overhead ~~arrangement charges~~costs, mainly ~~representing~~comprising ~~scheduling~~warehouse and ~~booking~~equipment ~~fees~~lease ~~for~~expenses, ~~cross-border~~utilities, ~~ocean~~depreciation ~~freight~~of property and equipment, and other direct costs during the ~~fiscal~~year ended June 30, 2025. The warehouse and equipment lease expenses increased significantly, from $1,195,808 for the year ended June 30, 2024, to $2,086,549 for the year ended June 30, 2025. The increase was primarily ~~due~~because we entered into two more warehouse lease agreements during the year ended June 30, 2025, compared to ~~increased~~the ~~business~~same ~~for~~period ~~cross~~last ~~boarder~~year. ~~shipping~~These ~~from~~agreements were negotiated before the Usignificant decline in our revenue.S. toTo ~~China;~~mitigate costs and improve our gross profit margin, we plan to sublease one of the warehouses in Chicago in the next fiscal year.

~~(v)~~Our acost ~~slight~~of ~~increase~~revenues infrom ~~overhead~~the ~~costs,~~distribution ~~mainly comprising warehouse and equipment lease expenses, utilities, depreciation~~ of pharmaceuticals ~~property~~was ~~and~~$1.2 ~~equipment,~~million ~~and~~for ~~other direct costs during~~ the ~~fiscal~~ year ended June 30, ~~2024~~2025. ~~The~~We ~~increase~~did ~~was~~not ~~mainly~~generate ~~attributable~~any torevenue ~~a rise in warehouse and equipment lease expenses,~~ from ~~$1,010,345~~this segment in the ~~fiscal~~same ~~year~~period of ~~ended June 30, 2023, to $1,195,808 in~~ the ~~fiscal~~prior year ~~ended June 30, 2024~~.

Gross Profit

Our overall gross profit ~~increased by~~was $1.2 ~~million, or 44~~.9%, ~~from $2.6~~ million infor the ~~fiscal~~ year ended June 30, ~~2023~~2025, compared to $3.7 million in the ~~fiscal~~same ~~year~~period ~~ended~~of ~~June 30, 2024. Our gross profit margin was 20.3% for~~ the ~~fiscal~~prior year ~~ended June 30, 2024, compared to 19~~.9% for the fiscal year ended June 30, 2023. The slight increase in gross profit margin was primarily attributable to the rise in sales and our promotion of a diverse range of services, including warehousing, distribution, and customs clearance services, which we offered to current customers with a higher mark-up.

Our gross margin for cross-border freight solutions was 8.8% for the year ended June 30, 2025, compared to 20.3% for the year ended June 30, 2024. The significant decline in gross margin was primarily attributable to (i) a disproportionate decrease in our revenue from the airfreight and ocean freight solution compared to the decrease in our cost of revenue, such as transportation and delivery costs, customs declaration and terminal charges, and (ii) increased overhead costs allocated, as discussed above.

Our gross margin for the distribution of pharmaceutical was 56.1% for the year ended June 30, 2025. This comparatively high margin was primarily due to favorable purchase discounts offered by our suppliers, who extended these incentives to support the establishment of a long-term partnership as we entered this market as a new customer. Excluding the favorable purchase discounts of $489,625, the gross margin for pharmaceutical distribution would be approximately 38.4% for the current year. This is a new business segment in the current year and therefore no gross margin was reported in the same period of the prior year.

Selling Expenses

Our selling expenses ~~decreased by~~amounted ~~$77,322,~~to ~~or 96~~$0.~~9%,~~4 ~~from~~million ~~$79,822~~for in the ~~fiscal~~ year ended June 30, ~~2023~~2025, compared to ~~$2,500~~a innominal ~~the~~amount ~~fiscal~~for ~~year~~the ~~ended~~same ~~June 30,~~period in 2024. The ~~decrease~~increase was ~~mainly~~primarily driven by ~~fewer~~the ~~customer~~salaries ~~referrals~~for ~~from~~our ~~third~~sales ~~parties~~team ~~during~~ and the ~~fiscal~~advertising ~~year~~expense ~~ended~~amounted ~~June 30~~to $138,000, ~~2024~~both of which were incurred in connection with the launch of our new pharmaceutical distribution service during the year.

General and Administrative Expenses

Our general and administrative expenses increased by $13.83 million, or 7779.51%, from $24.31 million infor the ~~fiscal~~ year ended June 30, ~~2023~~ 2024, to $47.14 million infor the ~~fiscal~~ year ended June 30, ~~2024~~2025. These expenses represented 22 41.67% and 1822.16% of our total revenues for the ~~fiscal~~ years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively. The increase was primarily attributed to higher salary and employee benefit expenses and professional fees incurred in connection with operating as a listed company. Additionally, the ~~office~~launch ~~expense~~of ~~and~~our ~~professional~~new ~~fee:~~pharmaceutical distribution segment in the second quarter of the fiscal year ended June 30, 2025 contributed to the rise in operating costs.

Our salaries and employee benefits expenses increased by $1.2 million, or 41.6%, from $2.7 million for the year ended June 30, 2024, to $3.9 million for the year ended June 30, 2025. Our salaries and employee benefits expenses represented 6652.13% and 6166.41% of our total general and administrative expenses for the ~~fiscal~~ years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively. The increase was mainly due to the ~~recruitment~~salary ofexpenses associated ~~additional~~with ~~sales,~~two ~~customer~~new ~~services,~~subsidiaries ~~and~~supporting ~~back-office~~operations ~~support~~in ~~personnel~~the tonew ~~support~~business ~~our~~segment ~~business~~beginning ~~growth.~~in the second quarter of the fiscal year in China. For our salaries and employee benefits expenses, (i) our payroll expenses increased by $1.10 million, or 9443.52%, from $1.2.3 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $23.3 million infor the ~~fiscal~~ year ended June 30, ~~2024~~2025, and (ii) our employee benefit expenses, which mainly consist of 401(k) company contribution in U.S., employee defined contribution plan in China, meal allowance and health insurance expenses, increased by $0.21 million, or 7332.61%, from $0.24 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $0.4 5 million infor the ~~fiscal~~ year ended June 30, ~~2024~~2025, representing 9 7.93% and 109.19% of our total general and administrative expenses for the ~~fiscal~~ years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively. The increase was mainly due to ~~higher meal allowance for overtime compensation and~~ rising employee health insurance premiums.

Our professional fee increased by $0.3 million, or 266.6%, from $0.1 million in the fiscal year ended June 30, 2023, to $0.4 million in the fiscal year ended June 30, 2024. Our professional fee represented 9.2% and 4.5% of our total general and administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively. The increase was primarily due to accrued audit fees, legal fees, and financial reporting service fees of approximately $0.3 million for the annual audit for the fiscal year ended June 30, 2024. In the fiscal year ended June 30, 2023, these expenses were not included in professional fees, as they were accounted for as deferred initial public offering assets.19

Our ~~office~~professional ~~expense~~fees ~~represented~~increased 9by $1.50 million, or 263.4%, ~~and~~from 7$0.4 million for the year ended June 30, 2024, to $1.4 million for the year ended June 30, 2025. Our professional fee represented 18.7% and 9.2% of our total general and administrative expenses for ~~fiscal~~the years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively. The increase was ~~mainly~~primarily due to ~~office~~audit ~~hardware~~fees, ~~including~~legal ~~monitors~~fees, consulting expenses, investor-related expenses and ~~keyboard~~financial reporting service fees for the year ended June 30, ~~printer~~2025. ~~ink~~For the year ended June 30, ~~printer~~2024, ~~kits~~most ~~and~~expenses ~~charger~~directly ~~purchased~~related ~~and~~to ~~more~~offering ~~office~~that ~~supplies~~were ~~consumed~~not ~~due~~included toin ~~more~~professional ~~staff~~fees, ~~hired~~as they were accounted for as deferred initial public offering assets.

Other Income, ~~Net~~net

Our other income, ~~decreased~~net, increased by $0.61 million, or 6123.80%, from $0.93 million infor the ~~fiscal~~ year ended June 30, ~~2023~~2024, to $0.34 million infor the ~~fiscal~~ year ended June 30, ~~2024~~ 2025. The ~~decrease~~ increase was primarily ~~attributable~~due to ~~the~~renting ~~termination~~out part of aour ~~sublease agreement for certain office and~~ warehouse space ~~with~~to a our related party, ~~which occurred from August 2023 to December 2023. Additionally~~Weship, wefor ~~received~~ an ~~employee~~additional ~~retention~~five ~~credit~~months ofand ~~$0.3~~renting ~~million~~out inpart ~~the~~of ~~fiscal~~our ~~year~~two ~~ended~~warehouses ~~June~~to 30our related party, ~~2023~~Intermodal, ~~but~~during ~~we did not have such income in~~ the ~~fiscal~~ year ended June 30, ~~2024~~2025.

Interest Expenses

Our interest expenses ~~for~~increased by $0.3 million, or 271.5%, from $0.1 ~~the~~million ~~fiscal~~for the year ended June 30, 2024, ~~remained~~to ~~relatively~~$0.4 ~~stable~~million ~~compared~~for the year ended June 30, 2025. The increase in interest expense was mainly due to ~~same~~late ~~period~~credit card payments and interest expense in ~~last~~connection with the convertible note issued during the year ended June 30, 2025.

~~Income (~~Loss) Before Income Taxes

We had a net loss before income taxes of $~~295,614~~4.9 ~~for~~million ~~the~~and ~~fiscal year ended June 30, 2024, compared to income before taxes of~~ $~~1,008,798~~0.3 million for the ~~fiscal~~years ~~year~~ ended June 30, ~~2023~~2025 and 2024, respectively. We were in a loss position before income taxes for the ~~fiscal~~ year ended June 30, ~~2024~~2025, ~~was~~ primarily attributable to the net effects of: (i) the ~~increase~~decrease in gross profit, (ii) the rise in operating expenses;, and (iii) the increase ~~decrease~~ in ~~other~~ ~~income~~interest expense for the ~~fiscal~~ year ended June 30, ~~2024~~2025 as mentioned above.

Income Tax Expense

We had income tax ~~credit of~~expenses ~~$67,337 and income tax expense~~ of $~~65,068~~0.3 inmillion for the ~~fiscal~~years ~~year~~ ended June 30, ~~2024~~2025, and ~~2023,~~an ~~respectively. We recognized a current~~ income tax ~~provision~~credit ~~of $46,996~~ for the ~~fiscal~~ year ended June 30, 2024,. ~~due~~A tocurrent ~~net assessable~~ income, ~~and a deferred income~~ tax provision ~~credit~~of $~~186,485~~0.2 ~~due~~million towas ~~temporary differences~~ recognized ~~and~~for a ~~deferred~~subsidiary ~~income~~with ~~tax~~net ~~expense~~assessable ofincome ~~$72,152~~while ~~due~~no tocurrent ~~the~~income ~~change~~tax ~~from~~provision anwas Srecognized ~~Corporation~~for subsidiaries toin anet Coperating ~~Corporation~~loss ~~upon~~for the ~~completion of our reorganization on September 23, 2023. For the fiscal~~ year ended June 30, ~~2024 and 2023, the Company was taxed at rates of 2~~2025.5% and 7.0% and 2.5% and 4.95% for the Illinois replacement tax and pass-through-entity tax, respectively. Since our transition to a C Corporation on September 23, 2023, we are now obligated to pay federal tax at a rate of 21%. This tax obligation was previously exempt for us as an S Corporation.

21In the prior fiscal year, the Company recognized deferred tax assets (DTAs) related to its net operating loss carryforwards, based on management’s assessment of future taxable income. However, during the current fiscal year ended June 30, 2025, the Company reassessed its ability to realize these DTAs and determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. This change in assessment led to the recognition of a deferred income tax expense of $89,581 in the current year. We recognized a recovery of deferred income tax credit of $13,357 due to amortization of intangible assets, resulting in a net income tax expense of $301,877 for the year ended June 30, 2025.

~~Net~~We ~~Income~~recognized ~~(Loss)~~a current income tax provision of $46,996 for the fiscal year ended June 30, 2024, due to net assessable income, and a deferred income tax credit of $186,485 due to temporary differences recognized and a deferred income tax expense of $72,152 due to the change from an S Corporation to a C Corporation upon the completion of our reorganization on September 23, 2023.

AsNet ~~a result of the foregoing, we had a net~~ loss ~~of $225,252 for the fiscal year ended June 30, 2024, compared to our net income of $983,602 in the fiscal year ended June 30, 2023.~~

As a result of the foregoing, we had a net loss of $5.2 million and of $0.2 million for the years ended June 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

As of June 30, ~~2024~~2025, we had a cash balance of $05.10 million. Our current assets were $310.53 million, and our current liabilities were $5.9.7 million, resulting in a current ratio of 01.606:1 and positive working capital of $0.6 million. Total stockholders’ equity as of June 30, ~~2024~~2025 was $02.68 million.

As of June 30, ~~2024~~2025 and ~~2023~~ June 30, 2024, we had accounts receivable net of allowance of $23.83 million and $12.48 million, respectively. We periodically review our accounts receivable and allowance level to ensure our methodology for determining allowances is reasonable and to accrue additional allowances if necessary. For ~~the~~ accounts receivable, as of June 30, ~~2024~~2025 and ~~2023~~June 30, 2024, we provided a credit loss allowance of $5487,~~066~~728 and $2554,~~909~~066, respectively.

In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient ~~revenue~~revenues sources in the future, and our operating and capital expenditure commitments. Historically, we have funded our working capital needs primarily through operations, issuances of convertible debts, private placements, loans, initial public offerings and working capital loans from stockholders. Our working capital requirements are influenced by the efficiency of our operations, the volume and dollar value of our revenue contracts, the progress orin the execution of customer contracts, and the timing of accounts receivable collections.

As of June 30, 2024, we had a working capital deficit of $2.3 million. We are currently focused on improving our liquidity and securing additional capital sources through various short-term and long-term strategies. In the short term, we intend to primarily focus on the followings:

(i) enhancing the collection of outstanding accounts receivable balance, as a result of which, subsequent to June 30, 2024 and through the report date, we had collected approximately $2.8 million, representing 95.8% of the accounts receivable balance as of June 30, 2024, and our accounts receivable turnover days was 42 days for the fiscal year ended June 30, 2024;

(ii) collecting the balance of due from related parties in full of approximately $0.4 million by December 31, 2024;

(iii) continued expansion of our business and service scope to achieve anticipated levels of revenues, while continuing to control costs;

(iv) commitments by our stakeholders in providing working capital loans to us when needed; and

(v) actively seeking favorable equity financings, including through IPO with approximately $5.79 million which was closed on July 1, 2024, and obtaining additional bank loans to meet our capital requirements.

Our IPO was closed in July 2024, which is subsequent to the end of the fiscal year of this report, we will have sufficient funds to fulfill its short-term financial obligations. In the long term, we anticipate generating sufficient cash flow from our operations, obtaining additional bank loans and other borrowings to meet our capital requirements to fund our operations and growth plans. Based on our current operating plan, our management is confident that we will have sufficient working capital and other financial resources to fund its operations and fulfill financial obligations for at least twelve months from the issuance date of the consolidated financial statement.

Cash Flows

The following table sets forth summary of our cash flows for the periods indicated:

	For the fiscal years ended June 30,
	For the years ended June 30,
	2024			2023 (revised)*
	2025			2024
Net cash (used in) provided by operating activities	$	(53,640	)	$	39,303
Net cash used in operating activities	$	(2,655,006	)	$	(53,640	)
Net cash used in investing activities		(78688,~~799~~261	)		(1878,~~288~~799	)
Net cash provided by (used in) financing activities		78,755			(253,088	)
Net cash provided by financing activities		8,166,465			78,755
Effect of exchange rate changes on cash		39,~~216~~312			323,~~560~~216
Net decrease in cash		(50,468	)		(199,513	)
Net increase in cash and cash equivalent		4,832,510			(50,468	)
Cash, beginning of the year		~~174~~123,~~018~~550			~~373~~174,~~531~~018
Cash, end of the year	$	~~123~~4,~~550~~956,060		$	~~174~~123,~~018~~550

* Revised to reflect reclassification of cash flows described in Note 2 in the accompanying consolidated financial statements included elsewhere in this Report

Operating Activities

Net cash used in operating activities was $532,~~640~~655,006 in the fiscal year ended June 30, ~~2024~~2025, ~~including~~which included a net loss of $~~228~~5,~~277~~246,136, adjusted for non-cash items ~~for~~of $12,~~168~~601,~~010~~ 253 and changes in working capital deficits of ~~negative~~ $~~993~~10,~~373~~123. The non-cash items primarily included $12,~~005~~042,~~686~~946 ~~non-cash~~straight ~~operating~~line lease expense of operating leases, $~~144~~198,~~637~~527 depreciation included in G&A and cost of revenue, $3032,~~712~~681 depreciation of right-of-use finance assets, $138,994 amortization of discount and bond issuance cost, $53,427 amortization of intangible assets, $39,804 interest expense on convertible debts, $28,~~157~~120 interest income from a third party loan, $33,432 from provision of allowance for expected credit loss, ~~offset~~and bya andecrease ~~increase~~ of $~~114~~68,~~333~~022 from deferred tax ~~credit~~asset due to recognition of valuation allowance. The adjustments for changes in working capital mainly included an increase of $~~722~~856,~~522~~634 ~~and $732,769~~ in accounts receivable —from third parties ~~and related parties, respectively,~~ due to ~~significant~~an increase of revenues innear ~~the~~period ~~fiscal~~end, ~~year~~an ~~ended~~increase ~~June~~in ~~30,~~inventory ~~2024~~of $96,534, ~~and~~ an increase of $~~846~~141,~~992~~ 687 in ~~operating~~right ~~lease~~of ~~liabilities~~return asset, ~~partially~~a ~~offset~~decrease byof $162,485 in accounts payable from related parties, an increase of $~~468~~241,~~284~~567 in ~~accrued~~prepayment ~~liabilities~~ and other receivable ~~payables~~and ~~due~~a topayment ~~unpaid~~of ~~IPO~~$1,540,032 ~~related~~for ~~expense~~operating lease liabilities, apartially ~~decrease~~offset by an increase of $~~328~~1,~~820~~332,359 in ~~due~~accounts payable from ~~related~~third parties ~~because~~, ofa ~~settlement~~decrease of ~~rental~~$376,728 ~~income~~in accounts receivable from related parties, an increase of $~~699~~233,~~644~~078 in ~~accounts~~tax payable, ~~— third parties~~ and an increase of $461,~~996~~072,789 in ~~tax~~ ~~payable~~accrued liabilities and other payables.

Net cash ~~provided~~used byin operating activities was $3953,~~303~~640 in the fiscal year ended June 30, ~~2023~~2024, ~~including~~which included a net ~~income~~loss of $~~943~~228,~~730~~277, adjusted for non-cash items ~~for~~of $~~927~~1,~~316~~168,010 and changes in working capital of negative $1993,~~831,743~~373. The non-cash items primarily included $~~826~~1,~~284~~005,686 non-cash operating lease expense, $~~130~~144,~~755~~637 depreciation, $3130,~~780~~712 depreciation of right-of-use finance assets, ~~offset~~and by $9328,~~742~~157 from ~~reversal~~provision of allowance for expected ~~credit~~ credit loss, ~~and~~offset ~~impacted~~ by an increase of $32114,~~239~~333 from deferred ~~state~~ tax ~~expense~~credit. The adjustments for changes in working capital mainly included an increase of $~~506~~722,~~152~~522 and $732,769 in accounts receivable — third parties and related parties, respectively, due to significant increase of revenues in the fiscal year ended June 30, ~~2023~~2024, and an increase of $~~579~~846,~~496~~992 in ~~due from related parties because of unpaid rental income, a decrease of $101,896 in accounts payable — related parties, and a decrease of $833,365 in~~ operating lease liabilities, partially offset by an increase of $57468,~~701~~ 284 in accrued liabilities and other payables due to unpaid IPO related expense, a decrease of $54328,~~441~~820 in ~~contract~~other ~~assets~~receivable — related parties because of settlement of rental income, an increase of $32699,~~829~~644 in ~~tax~~accounts payable — third parties and aan ~~decrease~~increase of $1846,~~672~~996 in ~~prepayment~~tax ~~and other deposit~~payable.

The $92,943 decrease in cash used in operating activities in the fiscal year ended June 30, 2024 compared to the prior year was primarily due to a net loss of $228,227 in the fiscal year ended June 30, 2024 compared to a net income of $943,730 in the prior fiscal year, offset by a decrease of $838,370 in cash outflow from working capital due to timing of vendor payments, client payments and related parties payment.21

23The 2,601,366 increase in cash used in operating activities for the fiscal year ended June 30, 2025, compared to the prior year, was primarily due to an increase in net loss of $5,017,859 compared to the same period in the prior year, partly offset by a decrease of $983,250 in cash outflow from working capital due to the timing of vendor, client, and related parties payment.

In our ordinary course of business, we typically grant a credit term of 15 days to customers that are independent third parties for their accounts receivable balances, while our major vendors generally provide us with a credit term of 30 days. Historically, our credit terms with related parties were more flexible. The decrease of $838,370 in cash outflow from the working capital in the fiscal year ended June 30, 2024 compared to the prior fiscal year was primarily attributable to:

(i) a faster collection cycle from related-party customers for both accounts receivable and advances from the related parties for the fiscal year ended June 30, 2024; and

(ii) an increase in accounts payable to related parties as of June 30, 2024,

(iii) a significant increase in our revenue near fiscal year ended and completed shipment that we not invoiced to our customers, which resulted in significantly higher accounts receivable balances from non-related-party customers as of June 30, 2024, thereby impacting our cash flow position.

Investing Activities

Net cash used in investing activities was $688,261 and $78,799 infor ~~the~~ fiscal ~~year~~years ended June 30, 2025 and 2024, ~~compared~~respectively. toNet ~~$18,288~~cash used in ~~the~~investing ~~fiscal~~activities for the year ended June 30, ~~2023. On August 4~~2025, ~~2023,~~ wewas ~~reduced~~primarily ~~our~~attributable ~~unpaid~~to ~~registered~~net ~~capital~~cash ~~contribution~~outflow inof ~~our investee company in China~~$276,356 ~~ABL~~related ~~Wuhan,~~to ~~while~~intangible ~~the~~assets ~~third-party~~through ~~shareholders~~acquisition ~~increased~~of ~~their~~100% ~~registered~~equity ~~capital~~interest ~~contribution~~in ~~accordingly~~Hupan Pharmaceutica. AsThis aamount ~~result,~~comprises ~~the~~a ~~third-party~~total ~~shareholders~~cash ~~now~~payment ~~hold 80%~~ of ~~equity~~$552,721, ~~interest and~~partially weoffset ~~hold~~by ~~20% of equity interest~~ $276,365 in ~~ABL~~cash ~~Wuhan.~~acquired ~~Consequently,~~as ~~ABL~~part ~~Wuhan~~of ~~ceased~~assets toacquisition. beIn ~~our subsidiary after August 4~~addition, ~~2023.~~we ~~This~~provided ~~change resulted in~~ a ~~cash~~loan ~~outflow~~ of $48277,~~893~~741 ~~due~~ to ~~the~~two ~~deconsolidation~~related ofparties, ~~the~~purchased ~~subsidiary~~ property and aequipment ~~payment for registered capital~~ of $2949,~~906~~816 ~~during the~~and ~~fiscal~~conducted ~~year~~office ~~ended~~renovation ~~June~~of 30$50,740 ~~2024.~~for ~~Net~~our ~~cash~~subsidiaries ~~used~~ in ~~investing~~Mainland ~~activities~~China, ~~for~~and ~~the~~conducted ~~fiscal~~warehouse ~~year~~renovation of ~~ended June 30~~$50,348 ~~2023,~~for ~~was primarily attributable to~~ our ~~purchases~~subsidiaries ofin ~~property and equipment~~U.S.

On August 4, 2024, we reduced our unpaid registered capital contribution in our investee company in China, namely ABL Wuhan, and concurrently, the third-party shareholders increased their registered capital contribution accordingly. Following this change, the third-party shareholders owned 80% of equity interest and we owned 20% of equity interest in ABL Wuhan. Consequently, ABL Wuhan ceased to be the Company’s subsidiary after August 4, 2024. Therefore, we had cash outflow of $48,893 upon deconsolidation of a subsidiary and payment for registered capital of $29,906 during the year ended June 30, 2024.

Financing Activities

Net cash provided by financing activities was $788,~~755~~166,465 infor the fiscal year ended June 30, ~~2024~~2025, compared to ~~$253,088~~ net cash ~~used~~provided inby ~~the~~financing ~~fiscal~~activities ~~year~~of ~~ended~~$78,755 ~~June~~for ~~30,~~the ~~2023~~same period in prior year. The increase in net cash provided by financing activities was mainly due to the net proceeds of $~~185~~5,~~014~~351,581 from ~~loans~~the ~~borrowed~~offering, ~~and~~net proceeds of $2,999,700 from an offering of private placement, net proceeds of $~~237~~1,~~302~~170,513 from ~~stockholders~~issuance of convertible debts, ~~partially~~proceeds ~~offset~~from byloan ~~payment~~borrowing of $1,017,919 ~~IPO~~and proceeds from a related-party ~~cost~~loan of $~~170~~124,~~000~~176, ~~the~~partially offset by repayment of ~~equipment~~$805,345 ~~and~~to ~~vehicle~~shareholders, ~~loans and~~advance ~~principle~~to ~~payment~~related parties of ~~finance~~$715,309 ~~leases~~and ~~totaling~~loans repayment of $~~149~~533,~~592~~440 during the fiscal year ended June 30, ~~2024~~2025. ~~The~~During ~~net cash used in financing activities for~~ the fiscal year ended June 30, ~~2023~~ 2024, ~~was~~the ~~primarily~~Company ~~attributable~~did tonot ~~payment~~engage ofin ~~IPO~~any ~~related~~financing ~~cost~~activities ofsuch ~~$90,000,~~as the ~~repayment~~ issuance of ~~equipment~~convertible ~~and~~debentures, ~~vehicle~~private ~~loans amounting to $104~~placements,~~598,~~ ~~repayment~~or ofinitial public ~~loans~~offerings. ofNo ~~$100,864~~proceeds ~~and~~were ~~net~~raised ~~proceeds~~through ~~from~~equity ~~stockholders~~or ~~totaling~~debt ~~$63~~instruments,~~014.~~

Capital ~~Expenditures~~Expenditure

Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to ~~nil~~$150,904 and $~~18,288~~nil infor the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively.

We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We intend to fund our future capital expenditures with our existing cash balance, proceeds of loans, ~~working~~and ~~capitals~~issuance ~~loans~~of ~~from~~convertible ~~stockholders~~debts and ~~the~~private ~~proceeds~~placement ~~from our IPO which was closed in July 2024~~offering.

2422

Commitments and Contractual Obligations

As of June 30, 2024, the Company’s contractual obligations consist of the following:

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Operating lease obligations	$	4,236,202	$	1,391,267	$	1,774,692	$	1,070,243	$	—
Finance lease obligations		57,109		38,961		18,148		—		—
Vehicle loans		157,032		62,169		72,520		22,343		—
Equipment loans		91,714		53,988		37,726		—		—
Other loans		660,680		648,440		12,240		—		—
Total	$	5,202,737	$	2,194,825	$	1,915,326	$	1,092,586	$	—

Off-Balance Sheet Commitments and Arrangements

There were no off-balance sheet arrangements as of and for the fiscal years ended June 30, 2024 and 2023, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Critical Accounting Policies and Estimates

We prepare our ~~consolidated~~condensed consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported ~~amount~~amounts of assets, liabilities, revenue, costs and expenses, and any related disclosures. ~~Although~~Actual ~~there~~results could ~~were~~materially nodiffer ~~material~~from ~~changes made~~those estimates. Critical accounting policy is both material to the ~~accounting~~presentation ~~estimates~~of financial statements and ~~assumptions~~requires inmanagement ~~the~~to ~~past~~make ~~two years~~difficult, wesubjective ~~continually~~or ~~evaluate~~complex ~~these~~judgments ~~estimates~~that ~~and~~could ~~assumptions~~have ~~based on~~a ~~the~~material ~~most~~effect ~~recently~~on ~~available~~financial condition ~~information,~~or ~~our~~results ~~own~~of ~~historical~~operations. ~~experience~~Accounting estimates and ~~various~~assumptions ~~other~~may ~~assumptions~~become ~~that~~critical wewhen ~~believe~~they toare bematerial ~~reasonable under~~due to the levels ~~circumstances.~~of ~~Since~~subjectivity ~~the~~and ~~use~~judgment ofnecessary ~~estimates~~to isaccount anfor ~~integral~~highly ~~component~~uncertain ofmatters or the ~~financial~~susceptibility ~~reporting~~of ~~process,~~such ~~actual~~matters ~~results could~~to ~~differ~~change, ~~from~~and ~~our~~that ~~expectations~~have as a ~~result~~material ofimpact ~~changes~~on infinancial ~~our~~condition ~~estimates~~or operating performance.

~~Despite~~Critical ~~the~~accounting ~~fact~~estimates are estimates that ~~the~~require ~~management~~us to make ~~determines~~assumptions ~~there~~about ~~are~~matters nothat ~~critical~~were highly uncertain at the time the accounting estimate were made and if different estimates that we reasonably could have used in the current period, or changes in the ~~most~~accounting ~~significant~~estimate ~~estimates~~that ~~relate~~are reasonably likely occur from period to period, ~~allowance~~have ~~for~~a ~~credit~~material ~~losses~~impact on the presentation of our financial condition, ~~for~~changes ~~which~~in financial condition or results of operations. weThe ~~are~~management ~~required~~of tothe Company believes the following critical accounting estimate is the ~~collectability~~most ofsignificantly ~~accounts~~affected ~~receivable,~~by judgments and assumptions ~~contract~~used ~~asset~~in ~~relating~~the topreparation ~~shipment~~of inour ~~transit.~~consolidated financial statements:

~~The~~Common ~~estimates~~Stock ~~were~~Warrants based on a number of factors including historical experience, the age of the accounts receivable balances, the credit quality of customers, current and reasonably expected future economic conditions, and other factors that may affect our ability to collect from customers.Instruments

The ~~estimated~~Company ~~contract~~accounts ~~asset~~for common stock warrants as either equity-classified isor liability-classified instruments based on an assessment of the ~~estimated~~instruments’ ~~completion~~specific ~~percentage~~terms ofand ~~the~~applicable ~~performance~~authoritative ~~obligation.~~guidance in WeFinancial ~~believe~~Accounting ~~that~~Standards ~~customers~~Board ~~simultaneously~~(“FASB”) ~~benefit~~Accounting ~~from~~Standards ~~the comprehensive~~Codification ~~services~~(“ASC”) it480, ~~provides.~~Distinguishing Liabilities ~~For~~from ~~customers~~Equity ~~with~~(“ASC ~~goods~~480”) ~~entering~~and ~~the~~ASC ~~United States~~815, weDerivatives ~~offer~~and ~~customs~~Hedging ~~clearance,~~(“ASC ~~container~~815”). ~~unloading,~~The assessment considers ~~storage,~~whether ~~unpacking,~~the ~~packing,~~instruments ~~and~~are ~~transportation~~freestanding ~~services~~financial instruments pursuant to ~~customer-specified~~ASC ~~locations~~480, ~~after~~meet the ~~goods~~definition ~~arrive~~of at a ~~U.S. seaport~~liability pursuant to ASC or480, ~~airport.~~and ~~For~~whether ~~customers~~the ~~shipping~~instruments ~~goods~~meet ~~overseas,~~all weof ~~provide~~the ~~cargo~~requirements ~~space~~for ~~arrangement,~~equity ~~storage,~~classification ~~packing~~under ASC 815, ~~export~~including ~~customs~~whether ~~clearance,~~the ~~and~~instruments ~~transportation~~are indexed to the ~~seaport~~Company’s orown ~~airport~~ordinary ~~for~~shares ~~loading.~~and ~~The~~whether ~~performance~~the ~~obligation~~instrument isholders ~~satisfied~~could ~~over~~potentially ~~time~~require as“net ~~customers~~cash ~~receive~~settlement” in a circumstance outside of the ~~benefits~~Company’s control, among other conditions for equity classification. This assessment, which requires the use of ~~these~~professional ~~services~~judgment, ~~during~~is conducted at the ~~process~~time of ~~transporting~~warrant ~~goods~~issuance ~~from~~and ~~one~~as ~~location~~of toeach ~~another~~subsequent quarterly period end date while the instruments are outstanding. AsThe aCompany ~~result~~determined, weupon ~~recognize~~further ~~revenue~~review ~~over~~of ~~time. We~~the ~~believe~~warrant agreement and the convertible debt agreement, that the ~~methodology~~common ~~employed~~stock warrants are qualified for equity accounting treatment. The fair value of equity-classified warrants is ~~comparable~~estimated as toof ~~that~~the date of ~~other~~issuance ~~global~~using ~~logistics~~the ~~companies~~Black-Scholes ~~and~~option-pricing ~~offers~~model. ~~faithful~~The ~~depiction~~Black-Scholes option-pricing model includes various assumptions, including the fair market value of our common stock, expected life of stock options, the expected volatility and the expected risk-free ~~services~~interest ~~rendered~~rate, toamong ~~customers~~others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside our control.

~~While~~Refer ~~our~~to ~~significant~~Notes ~~accounting policies are more fully described in Note~~ 2 ~~— Summary of Significant Accounting Policies~~ to ~~our~~the consolidated ~~financial~~ financial statements, weincluded ~~believe~~in ~~that~~this ~~there~~report ~~were~~for nofurther ~~critical~~discussion of our significant accounting policies ~~that~~and ~~affect~~ the ~~preparation~~effect ofon our consolidated financial statements.

Recent Accounting Pronouncements

WeThe ~~consider~~Company ~~the~~considers ~~applicability~~the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews ~~newly~~new ~~issued~~ accounting standards. that are issued, see Note 2 - Summary Of Significant Accounting Policies in the note of financial statement

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard will become effective for us beginning January 1, 2024, using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on our financial statements.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for years beginning after December 15, 2023 and interim periods within those years. We do not expect the adoption to have a material impact on our consolidated financial statements.

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and are not required to provide the information required under this item.

2623

Item 8. Financial Statements and Supplementary Data.

LAKESIDE HOLDING LIMITED ~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6413)		F-2
Consolidated Balance Sheets as of June 30, 2024 and 2023		F-3
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years Ended June 30, 2024 and 2023		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7 – F-32

INDEX TO THE CONSOLIDATED FINANCIAL STATEMETNS

	Page
Independent Registered Public Accounting Firm (PCAOB ID: 6413)	F-2
Consolidated Balance Sheets as of June 30, 2025 and 2024	F-3
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years Ended June 30, 2025 and 2024	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7 – F-44

F-1

~~REPORT~~Independent OFRegistered Public ~~INDEPENDENT~~Accounting ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Firm

To the Shareholders and Board of Directors of

Lakeside Holding Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Lakeside Holding Limited and its subsidiaries (the “Company”) as of June 30, ~~2024~~2025 and ~~2023~~2024, and the related ~~consolidated~~ consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the ~~years~~ years in the two-year period ended June 30, ~~2024~~2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ ZH CPA, LLC We have served as the Company’s auditor since 2023. Denver, Colorado ~~September~~October 3014, ~~2024~~2025

999 18^th Street, Suite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us

F-2

LAKESIDE HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS

	As of June 30, 2024			As of June 30, 2023
ASSETS
CURRENT ASSETS
Cash	$	123,550		$	174,018
Accounts receivable – third parties, net		2,082,152			1,373,676
Accounts receivable – related party, net		763,285			44,627
Prepayment and other receivable		-			52,623
Contract assets		129,506			44,740
Due from related parties		441,279			746,130
Total current assets		3,539,772			2,435,814
NON-CURRENT ASSETS
Investment in other entity		15,741			—
Property and equipment at cost, net of accumulated depreciation		344,883			489,520
Right of use operating lease assets		3,471,172			2,271,070
Right of use financing lease assets		37,476			48,206
Deferred tax asset		89,581			—
Deferred offering costs		1,492,798			90,000
Prepayment, deposit and other receivable		202,336			137,336
Total non-current assets		5,653,987			3,036,132
TOTAL ASSETS	$	9,193,759		$	5,471,946
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables – third parties	$	1,161,858		$	462,214
Accounts payables – related parties		227,722			365,413
Accrued liabilities and other payables		1,335,804			325,701
Current portion of obligations under operating leases		1,186,809			769,782
Current portion of obligations under financing leases		37,619			42,889
Loans payable, current		746,962			586,688
Dividend payable		98,850			98,850
Tax payable		79,825			32,829
Due to shareholders		1,018,281			90,000
Total current liabilities		5,893,730			2,774,366
NON-CURRENT LIABILITIES
Loans payable, non-current		136,375			231,599
Deferred tax liability		-			24,752
Obligations under operating leases, non-current		2,506,402			1,564,633
Obligations under financing leases, non-current		17,460			21,836
Total non-current liabilities		2,660,237			1,842,820
TOTAL LIABILITIES	$	8,553,967		$	4,617,186
Commitments and Contingencies
EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 6,000,000 and 6,000,000 issued and outstanding as of June 30, 2024 and 2023, respectively*		600			600
Subscription receivable		(600	)		(600	)
Additional paid-in capital		642,639			-
Accumulated other comprehensive income (loss)		2,972			(244	)
(Deficits) Retained earnings		(5,819	)		862,072
Total stockholders’ equity		639,792			861,828
Non-controlling interests in subsidiary		-			(7,068	)
Total equity		639,792			854,760
TOTAL LIABILITIES AND EQUITY	$	9,193,759		$	5,471,946

AS OF JUNE 30, 2025 AND 2024

* Shares and per share data are presented on a retroactive basis to reflect the issuance of 6,000,000 common stocks.

	As of June 30, 2025			As of June 30, 2024
ASSETS
CURRENT ASSETS
Cash	$	4,956,060		$	123,550
Accounts receivable – third parties, net of credit loss allowance of $87,728 and $39,955		2,895,580			2,082,152
Accounts receivable – related party, net of credit loss allowance of $nil and $14,111		396,331			763,285
Note receivable		65,152			-
Prepayment and other receivable – third parties		449,977			-
Other receivable – related party		869,430			441,279
Contract assets		119,054			129,506
Inventories, net		96,534			-
Right of return asset		141,687			-
Loan receivable from related parties		277,741			-
Loan receivable from a third party		11,380			-
Total current assets		10,278,926			3,539,772

NON-CURRENT ASSETS
Investment in other entity		15,741			15,741
Property and equipment at cost, net of accumulated depreciation		389,421			344,883
Intangible assets, net		365,440			-
Right of use operating lease assets		3,158,202			3,471,172
Right of use financing lease assets		93,797			37,476
Deferred tax asset		-			89,581
Deferred offering costs		-			1,492,798
Deposit and prepayment		103,934			202,336
Total non-current assets		4,126,535			5,653,987
TOTAL ASSETS	$	14,405,461		$	9,193,759

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables – third parties	$	2,494,217		$	1,161,858
Accounts payables – related parties		65,237			227,722
Accrued liabilities and other payables		2,119,994			1,335,804
Current portion of obligations under operating leases		2,323,290			1,186,809
Current portion of obligations under financing leases		47,035			37,619
Loans payable, current		1,300,112			746,962
Contract liabilities		15,355			-
Dividend payable		-			98,850
Tax payable		312,903			79,825
Due to shareholders		-			1,018,281
Convertible debts - current		910,675			-
Refund liabilities		77,235			-
Total current liabilities		9,666,053			5,893,730

NON-CURRENT LIABILITIES
Loans payable, non-current		60,398			136,375
Loan payable to a related party		124,176			-
Deferred tax liabilities		83,100			-
Obligations under operating leases, non-current		1,559,782			2,506,402
Obligations under financing leases, non-current		66,267			17,460
Total non-current liabilities		1,893,723			2,660,237
TOTAL LIABILITIES	$	11,559,776		$	8,553,967

Commitments and Contingencies

EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 10,500,000 and 6,000,000 issued and outstanding as of June 30, 2025 and 2024, respectively		1,050			600
Subscription receivable		-			(600	)
Additional paid-in capital		8,084,275			642,639
Statutory reserve		63,416			-
Deficits		(5,315,371	)		(5,819	)
Accumulated other comprehensive income		12,315			2,972
Total equity		2,845,685			639,792

TOTAL LIABILITIES AND EQUITY	$	14,405,461		$	9,193,759

The accompanying notes are an integral part of these consolidated financial statements.

F-3

LAKESIDE HOLDING LIMITED CONSOLIDATED STATEMENT OF INCOME (LOSS) ~~AND COMPREHENSIVE INCOME (LOSS)~~

	For the Years Ended June 30,
	2024			2023
Revenue from third party	$	16,450,908		$	12,763,577
Revenue from related parties		1,864,247			109,314
Total revenue		18,315,155			12,872,891
Cost of revenue from third party		12,316,374			8,385,222
Cost of revenue from related parties		2,282,824			1,923,380
Total cost of revenue		14,599,198			10,308,602
Gross profit		3,715,957			2,564,289
Operating expenses:
Selling expense		2,500			79,822
General and administrative expenses		4,138,190			2,331,312
Loss from deconsolidation of a subsidiary		73,151			-
Provision (reversal) of allowance for expected credit loss		28,157			(93,742	)
Total operating expenses		4,241,998			2,317,392
(Loss) Income from operations		(526,041	)		246,897
Other income (expense):
Other income, net		338,435			885,501
Interest expense		(108,008	)		(123,600	)
Total other income, net		230,427			761,901
(Loss) Income before income taxes		(295,614	)		1,008,798
Credit (Provision) for income taxes		67,337			(65,068	)
Net (loss) income and comprehensive (loss) income		(228,277	)		943,730
Net loss attributable to non-controlling interest		(3,025	)		(39,872	)
Net (loss) income attributable to common stockholders		(225,252	)		983,602
Other comprehensive (loss) income
Foreign currency translation gain (loss)		3,122			(255	)
Comprehensive (loss) income		(225,155	)		943,475
Less: comprehensive loss attributable to non-controlling interest		(3,119	)		(39,883	)
Comprehensive (loss) income attributable to the Company	$	(222,036	)	$	983,358
(Loss) earnings per share – basic and diluted	$	(0.04	)	$	0.16
Weighted average shares outstanding – basic and diluted*		6,000,000			6,000,000

AND COMPREHENSIVE INCOME (LOSS)

	For the Years Ended June 30,
	2024			2023
Pro Forma information Statement for Income Tax Provision as a
C Corporation upon Reorganization
(Loss) Income before income taxes	$	(295,614	)	$	1,008,798
Credit (Provision) for income taxes		239,466			(307,683	)
Net (loss) income and comprehensive (loss) income	$	(56,148	)	$	701,115
Net loss attributable to non-controlling interests		(3,025	)		(39,872	)
Net (loss) income attributable to common stockholders		(53,123	)		740,987
Other Comprehensive income (loss)
Foreign currency translation (loss) gain		3,122			(255	)
Comprehensive (loss) income		(53,026	)		700,860
Less: net loss attributable to non-controlling interest		(3,119	)		(39,883	)
Comprehensive (loss) income attributable to the Company	$	(49,907	)	$	740,743
(Loss) Earnings per share – Basic and diluted*	$	(0.01	)	$	0.12
Weighted Average Shares Outstanding – Basic and diluted*		6,000,000			6,000,000

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

* Shares and per share data are presented on a retroactive basis to reflect the issuance of 6,000,000 common stocks.

	For the Years Ended June 30,
	2025			2024
Revenue from cross-border freight solutions – third party	$	13,122,145		$	16,450,908
Revenue from cross-border freight solutions – related parties		1,905,815			1,864,247
Revenue from distribution of pharmaceutical products – third parties		2,762,465			-
Total revenue		17,790,425			18,315,155

Cost of revenue from cross-border freight solutions – third party		12,019,710			12,316,374
Cost of revenue from cross-border freight solutions – related party		1,679,938			2,282,824
Cost of revenue from pharmaceutical products – third parties		1,212,318			-
Total cost of revenue		14,911,966			14,599,198
Gross profit		2,878,459			3,715,957

Operating expenses:
Selling expenses		393,290			2,500
General and administrative expenses		7,410,906			4,138,190
Loss from deconsolidation of a subsidiary		-			73,151
Provision of allowance for expected credit loss		33,432			28,157
Total operating expenses		7,837,628			4,241,998

Loss from operations		(4,959,169	)		(526,041	)

Other income (expense)
Other income, net		416,192			338,435
Interest expense		(401,282	)		(108,008	)
Total other (expense) income		14,910			230,427

Loss before income taxes		(4,944,259	)		(295,614	)
Income tax expense (credit)		301,877			(67,337	)
Net loss		(5,246,136	)		(228,277	)
Less: net loss attributable to non-controlling interest		-			(3,025	)
Net loss attributable to the Company		(5,246,136	)		(225,252	)

Other comprehensive (loss) income:
Foreign currency translation gain		9,343			3,122
Comprehensive (loss) income		(5,236,793	)		(225,155	)
Less: comprehensive loss attributable to non-controlling interest		-			(3,119	)
Comprehensive loss attributable to the Company	$	(5,236,793	)	$	(222,036	)

Loss per share – basic and diluted-	$	(0.69	)	$	(0.04	)
Weighted Average Shares Outstanding – basic and diluted		7,557,534			6,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

LAKESIDE HOLDING LIMITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	Common Shares*		Amount		Subscription Receivable			Additional Paid in Capital		Retained Earnings (Deficits)			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total
	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital		Statutory Reserves			Retained Earning (Deficits)			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total
Balance at June 30, 2022		6,000,000	$	600	$	(600	)	$	—	$	78,470		$	—		$	—		$	78,470
Balance at June 30, 2023		6,000,000	$	600	$	(600	)	$	—	$	—		$	862,072		$	(244	)	$	(7,068	)	$	854,760
Net income (loss) for the year		—		—		—			—		983,602			—			(39,872	)		943,730
Net loss		—		—		—			—		—			(225,252	)					(3,025	)		(228,277	)
Capital dividend declared		—		—		—			—		(200,000	)		—			—			(200,000	)
Termination of S Corporation upon reorganization		—		—		—			642,639		—			(642,639	)		—			—			—
Capital contribution made by non-controlling shareholders		—		—		—			—		—			—			32,815			32,815
Deconsolidation of a subsidiary		—		—		—					—			—			—			10,187			10,187
Foreign currency translation adjustment		—		—		—			—		—			~~(244~~—	)		~~(11~~3,216	)		(~~255~~94	)		3,122
Balance at June 30, 2023		6,000,000	$	600	$	(600	)	$	—	$	862,072		$	(244	)	$	(7,068	)	$	854,760
Balance at June 30, 2024		6,000,000	$	600	$	(600	)	$	642,639	$	—		$	(5,819	)	$	2,972			—		$	639,792
Termination of S Corporation upon reorganization		—		—		—			642,639		(642,639	)		—			—			—
Paid in capital		—		—		600			—		—			—			—			—			600
Net loss for the year		—		—		—			—		(225,252	)		—			(3,025	)		(228,277	)
Net loss		—		—		—			—		—			(5,246,136	)		—			—			(5,246,136	)
Deconsolidation of a subsidiary		—		—		—			—		—			—			10,187			10,187
Statutory reserve		—		—		—			—		63,416			(63,416	)		—			—			—
Foreign currency translation adjustment		—		—		—			—		—			3,216			(94	)		3,122
Initial public offering, net of share issuance costs		1,500,000		150		—			4,300,152		—			—			—			—			4,300,302
Balance at June 30, 2024		6,000,000	$	600	$	(600	)	$	642,639	$	(5,819	)	$	2,972			—		$	639,792
Issuance of Convertible debts with detachable warrants		—		—					141,784		—			—			—			—			141,784
Issuance of common shares through a private placement		3,000,000		300		—			2,999,700		—			—			—			—			3,000,000
Foreign currency translation adjustment		—		—		—					—			—			9,343			—			9,343
Balance at June 30, 2025		10,500,000	$	1,050	$	—		$	8,084,275	$	63,416		$	(5,315,371	)	$	12,315			—		$	2,845,685

* Shares and per share data are presented on a retroactive basis to reflect the issuance of 6,000,000 common stocks.

The accompanying notes are an integral part of these consolidated financial statements.

F-5

LAKESIDE HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended June 30,
	2024			2023 (Revised)
Cash flows from operating activities:
Net (loss) income	$	(228,277	)	$	943,730
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation – G&A		71,980			130,755
Depreciation – overhead cost		72,657			-
Non-cash operating lease expense		1,005,686			826,284
Depreciation of right-of-use finance assets		30,712			31,780
Provision (Reversal) of allowance for expected credit loss		28,157			(93,742	)
Deferred tax (benefit) expense		(114,333	)		32,239
Loss from derecognition of shares in subsidiary		73,151			—
Changes in operating assets and liabilities:
Accounts receivable – third parties		(722,522	)		(506,152	)
Accounts receivable – related parties		(732,769	)		(28,887	)
Contract assets		(84,766	)		54,441
Due from related party		328,820			(579,496	)
Prepayment, other deposit		(12,377	)		18,672
Accounts payables – third parties		699,644			54,410
Accounts payables – related parties		(137,691	)		(101,896	)
Accrued expense and other payables		468,284			57,701
Tax payable		46,996			32,829
Lease liabilities – Operating lease		(846,992	)		(833,365	)
Net cash (used in) provided by operating activities		(53,640	)		39,303
Cash flows from investing activities:
Payment made for investment in other entity		(29,906	)		—
Net cash outflow from deconsolidation of a subsidiary (Appendix A)		(48,893	)		—
Acquisition of property and equipment		—			(18,288	)
Net cash used in investing activities		(78,799	)		(18,288	)
Cash flows from financing activities:
Proceeds from loans		400,000			—
Repayment of loans		(214,986	)		(100,864	)
Repayment of equipment and vehicle loans		(119,964	)		(104,598	)
Principal payment of finance lease liabilities		(29,628	)		(20,640	)
Payment for deferred offering cost		(170,000	)		(90,000	)
Advance to related parties		(23,969	)		—
Proceeds from shareholders		237,302			110,550
Repayment to shareholders		—			(47,536	)
Net cash provided by (used in) financing activities		78,755			(253,088	)
Effect of exchange rate changes on cash and cash equivalents		3,216			32,560
Net decrease in cash		(50,468	)		(199,513	)
Cash, beginning of the year		174,018			373,531
Cash, end of the year	$	123,550		$	174,018
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	—
Cash paid for interest	$	31,161		$	26,474
SUPPLEMENTAL SCHEDULE OF NON-CASH IN FINANCING ACTIVITIES
Deferred offering costs within due to shareholders	$	860,979		$	90,000
Deferred offering costs within accrued expense and other payables	$	541,819		$	—
NON-CASH ACTIVITIES
Dividends declared	$	—		$	200,000
Dividends declared and offset against due from shareholders	$	—		$	101,150
Property and equipment additions included in loan payable	$	—		$	98,245
Right of use assets obtained in exchange for operating lease obligations	$	2,094,498		$	124,600
Right of use assets obtained in exchange for finance lease obligation	$	19,982		$	32,107
APPENDIX A – Net cash outflow from deconsolidation of a subsidiary
Working capital, net	$	29,812		$	—
Investment in other entity recognized		(15,741	)		—
Elimination of NCl at deconsolidation of a subsidiary		10,187			—
Loss from deconsolidation of a subsidiary		(73,151	)		—
Cash	$	(48,893	)	$	—

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

	For the Years Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(5,246,136	)	$	(228,277	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation – G&A		106,853			71,980
Depreciation – cost of revenue		91,674			72,657
Amortization of intangible asset		53,427			-
Straight line lease expense of operating leases		2,042,946			1,005,686
Depreciation of right-of-use finance assets		32,681			30,712
Amortization of discount and bond issuance cost		138,994			-
Provision of allowance for expected credit loss		33,432			28,157
Interest expense of convertible debenture		39,804			-
Deferred tax expense		68,022			(114,333	)
Interest income		(28,120	)		-
Loss from derecognition of shares in subsidiary		-			73,151
Loss on disposal of property and equipment		21,540			-
Changes in operating assets and liabilities:
Accounts receivable – third parties		(856,634	)		(722,522	)
Accounts receivable – related parties		376,728			(732,769	)
Note receivable		(65,152	)
Contract assets		10,452			(84,766	)
Inventories, net		(96,534	)		-
Right of return assets		(141,687	)		-
Other receivable – related parties		(24,028	)		328,820
Prepayment and other deposit – third parties		(241,567	)		(12,377	)
Accounts payables – third parties		1,332,359			699,644
Accounts payables – related parties		(162,485	)		(137,691	)
Contract liabilities		15,355			-
Accrued expense and other payables		1,072,789			468,284
Refund liabilities		77,235			-
Tax payable		233,078			46,996
Operating lease liabilities		(1,540,032	)		(846,992	)
Net cash used in operating activities		(2,655,006	)		(53,640	)

Cash flows from investing activities:
Purchase of property and equipment		(49,816	)		-
Payment for leasehold improvement		(101,088	)		-
Total cash payment for asset acquisition		(552,721	)		-
Cash acquired from assets acquisition		276,365			-
Loan to related parties		(277,741	)		-
Interest received from loan to a third party		16,740
Payment made for investment in other entity		-			(29,906	)
Net cash outflow from deconsolidation of a subsidiary (Appendix A)		-			(48,893	)
Net cash used in investing activities		(688,261	)		(78,799	)

Cash flows from financing activities:
Proceeds from loans		1,017,919			400,000
Repayment of loans		(533,440	)		(214,986	)
Net proceeds from issuance of convertible debts		1,170,513			-
Repayment of principal of convertible debts		(296,852	)		-
Proceeds from a loan from a related party		124,176			-
Repayment of equipment and vehicle loans		(115,699	)		(119,964	)
Principal payment of finance lease liabilities		(30,779	)		(29,628	)
Payment for deferring offering cost		-			(170,000	)
Proceeds from initial public offering, net of share issuance costs		5,351,581			-
Proceeds from a private placement, net of share issuance costs		2,999,700			-
Advances to related parties		(715,309	)		(23,969	)
Proceeds from shareholders		-			237,302
Repayment to shareholders		(805,345	)		-
Net cash provided by financing activities		8,166,465			78,755

Effect of exchange rate changes on cash		9,312			3,216
Net increase (decrease) in cash		4,832,510			(50,468	)
Cash, beginning of the year		123,550			174,018
Cash, end of the year	$	4,956,060		$	123,550

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income tax	$	2,415		$	—
Cash paid for interest	$	176,679		$	31,161

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
Deferred offering costs within due to shareholders	$	—		$	860,979
Deferred offering costs within accrued expense and other payables	$	—		$	541,819
Property additions included in loan payable	$	102,235			—
Property disposal through loan payable	$	93,770			—
Right of use assets obtained in exchange for operating lease obligations	$	1,451,938		$	2,094,498
Right of use assets obtained in exchange for finance lease obligation	$	89,003		$	19,982
Additions to property and equipment through accounts payable and other payable	$	20,552			—
Additions to leasehold improvement through accounts payable and other payable	$	84,794			—
Due to shareholder offset against loan receivables related parties	$	311,185			—
Due to shareholder offset against loan receivables from a third party	$	243,982			—

APPENDIX A – Net cash outflow from deconsolidation of a subsidiary
Working capital, net				$	29,812
Investment in other entity recognized					(15,741	)
Elimination of NCl at deconsolidation of a subsidiary					10,187
Loss from deconsolidation of a subsidiary					(73,151	)
Cash				$	(48,893	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Lakeside Holding Limited (the “Company”), is a holding company established on August 28, 2023 under the laws of the State of Nevada. The Company, acting through its subsidiary, is primarily engaged in providing customized cross-border ocean freight solutions and airfreight solutions. On July 1, 2024, the Company closed its initial public offering (“IPO”) of 1,500,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $6.75 million from the offering (Note 1116). In connection with the offering, the Company’s common shares began trading on the Nasdaq Capital Market under the trading symbol “LSH.”

~~Reorganization~~As of June 30, 2025, the Company’s subsidiaries are as follows:

A Reorganization of the legal structure was completed on September 23, 2023. The Reorganization involved the incorporation of Lakeside Holding Limited and the transfer the shares of American Bear Logistics Corp (“ABL Chicago”) to the Company.

Name	Date of Incorporation/ Acquisition	Jurisdiction of Formation	Percentage of direct/indirect Economic Ownership	Principal Activities
Parent Company
Lakeside Holding Limited	August 28, 2023	Nevada	Parent	Holding company
Subsidiaries/companies with ownership
American Bear Logistics Corp. (“ABL Chicago”)	February 5, 2018	Illinois	100%	Logistics services
Sichuan Hupan Jincheng Enterprise Management Co., Ltd (“Sichuan Hupan”)*	July 10, 2024	Sichuan, China	100%	Exploring business opportunities in China
Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”)**	November 21, 2024	Hubei, China	100%	Medical injection and pharmaceutical distributor
Wuhan Hupan New Energy Technology limited Co., Ltd (“Hupan New Energy”)***	December 12, 2024	Wuhan, China	80% by Hupan Pharmaceutical	Dormant
Wuhan Ruixinda Technology Limited Co., Ltd (“Wuhan Ruixinda”)***	December 20, 2024	Wuhan, China	51% by Hupan New Energy	Dormant

~~Prior~~* toOn ~~the~~July ~~Reorganization~~10, ~~Mr. Henry~~ ~~Liu~~2024, the ~~Chairman~~Company ofincorporated ~~the~~a ~~Board~~wholly-owned ~~and Chief Executive Officer (“CEO”)~~subsidiary, ~~and~~Sichuan ~~Mr. Shuai~~Hupan ~~Li,~~Jincheng ~~the~~Enterprise ~~President~~Management ~~and Chief Operating Officer (“COO”), each owned 50% equity interest of the ABL Chicago (collectively, the “Controlling Group”)~~Co. ~~On September 23~~, ~~2023~~Ltd, ~~the Controlling Group transferred their 100% equity interest~~ in ~~ABL Chicago to the Company for a consideration of $1,000~~China. ~~Upon~~The ~~this Reorganization, the~~ Company ~~ultimately~~is ~~owns~~actively ~~100%~~exploring ~~equity interest of ABL Chicago. As of~~ the ~~date~~potential ofbusiness ~~this~~opportunities ~~report,~~in ~~the Controlling~~mainland ~~Group collectively holds 76~~China.~~0% equity interest of the Company through H&L Logistics International LLC which holds 36.0% equity interest of the Company, and Jiushen Transport LLC, which holds 40.0% equity interest of the Company.~~

As** ~~part~~On ofNovember ~~the~~5, ~~series~~2024, ofSichuan ~~reorganization transactions~~Hupan toentered beinto ~~completed~~an ~~before~~equity ~~the~~transfer ~~offering,~~agreement a(the ~~120-for-1 share~~“Equity ~~split~~Transfer ~~was~~Agreement”), ~~conducted~~through bywhich the Company onacquired ~~March 29,~~100% ~~2024.~~of ~~After~~ the ~~share~~equity ~~split~~interests ~~and~~in asHupan ofPharmaceutical, ~~the~~a ~~date~~comprehensive ofpharmaceutical ~~this~~distribution ~~consolidated~~and ~~financial~~supply ~~statements~~chain service provider, ~~the~~for ~~issued~~a ~~share~~total ~~capital~~net consideration of ~~the~~$0.3 ~~Company~~million ~~consists~~(see ofNote ~~$600 divided~~20). ~~into~~The ~~6,000,000~~transaction ~~common~~was ~~shares,~~completed ~~par~~on ~~value~~November of21, $02024.~~0001 each.~~

~~Before~~*** ~~and~~On ~~after~~April ~~the Reorganization~~8, ~~the~~ ~~Company,~~2025 ~~together~~and ~~with~~May ~~its subsidiaries~~12, ~~is effectively controlled by the same Controlling Group~~2025, ~~and~~Hupan ~~therefore~~New ~~the~~Energy ~~Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company~~ and ~~its~~Wuhan ~~subsidiaries~~Ruixinda ~~have~~were ~~been~~deregistered, accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5respectively.

Details of the Company and its subsidiary are set out below upon the Reorganization:

Name	Date of Incorporation	Jurisdiction of Formation	Percentage of direct/indirect Economic Ownership			Principal Activities
Parent Company
Lakeside Holding Limited	August 28, 2023	Nevada		100	%	Holding company
Subsidiary
American Bear Logistics Corp. (“ABL Chicago”)	February 5, 2018	Illinois		100	%	Logistics services
American Bear International Logistics (Wuhan) Corp. (“ABL Wuhan”)*	March 27, 2019	Wuhan, China		51	%	Logistics services

* ABL Wuhan ceased to be the Company’s subsidiary after August 4, 2023.

F-7

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

On February 5, 2018, American Bear Logistics Corp. (“ABL Chicago”) was established under the laws of the State of Illinois. The Company is providing customized cross-border ocean and airfreight solutions.Reorganization

OnA ~~July 8,~~reorganization ~~2022,~~of ~~ABL~~the ~~Chicago~~legal ~~entered~~structure ~~into~~was ancompleted ~~agreement~~on ~~with two third-party~~September ~~individuals~~23, ~~who~~2023 ~~were the original shareholders of American Bear International Logistics~~ (~~Wuhan) Corp. (~~“~~ABL~~The ~~Wuhan~~Reorganization”)~~, to acquire 51% ownership interest of ABL Wuhan with nominal consideration~~. ~~ABL~~The ~~Wuhan~~Reorganization ~~was~~involved ~~originally incorporated~~the onincorporation ~~March 27, 2019 in Wuhan City, Hubei Province, China, with a total registered capital~~ of ~~RMB 0.5 million (approximately~~ ~~$0.07 million).~~Lakeside ~~Prior~~Holding toLimited ~~the acquisition, ABL Wuhan had no active business operations since its inception~~ and the ~~registered~~transfer ~~capital had not been paid. Management concluded that this acquisition did not qualify as a business combination under ASC 805 — Business Combinations. ABL Wuhan primarily focuses on facilitating~~ the ~~logistic~~shares ~~services~~of ~~for~~American ~~customers~~Bear inLogistics ~~China.~~Corp ~~On May 18, 2023,~~ (“ABL ~~Wuhan increased~~Chicago”) ~~its registered capital~~ to ~~RMB~~the 3Company.~~0 million (approximately $0.41 million).~~

OnPrior ~~August 4,~~to ~~2023,~~the ~~ABL~~Reorganization, ~~Wuhan~~Mr. Henry ~~further~~Liu, ~~increased~~the ~~its~~Chief ~~registered~~Executive ~~capital~~Officer to(“CEO”), ~~RMB~~and 5Mr.0 ~~million~~Shuai ~~(approximately $0.7 million)~~Li, ~~while~~the ~~ABL~~President, ~~Chicago~~each ~~reduced its~~owned ~~unpaid~~50% ~~registered~~equity ~~capital~~interest of ~~contribution~~the ofABL ~~RMB 530,000~~Chicago (~~approximately $75~~collectively,~~000).~~ ~~Concurrently,~~ the ~~third-party shareholder increased~~“Controlling ~~their registered capital contribution accordingly~~Group”). ~~Following~~On ~~this~~September 23, ~~change~~2023, the ~~third-party shareholder~~Controlling ~~owns~~Group 80transferred their 100% of equity interest ~~and~~in ABL Chicago ~~owns~~to ~~20%~~the ofCompany ~~equity~~for ~~interest.~~a ~~Consequently,~~consideration ~~ABL~~of ~~Wuhan~~$1,000. ~~ceased~~Upon tothis beReorganization, the Company’s ~~subsidiary~~ultimately owns ~~after~~100% ~~August 4, 2023~~equity interest of ABL Chicago.

OnAs ~~February 2,~~part ~~2024,~~of ~~ABL Chicago~~the ~~reduced~~series ~~its~~of ~~unpaid~~reorganization transactions ~~registered~~to ~~capital~~be ~~contribution~~completed ofbefore ~~RMB~~the ~~750~~offering,~~000~~ ~~(approximately~~a ~~$105,000)~~120-for-1 share insplit ~~its~~was ~~investee~~conducted ~~(ABL~~by ~~Wuhan). Concurrently,~~ the ~~third-party~~Company on March ~~shareholder~~29, ~~increased~~2024. ~~their~~After the ~~registered~~share ~~capital~~split, ~~contribution~~the ~~accordingly.~~issued ~~Following~~share ~~this~~capital ~~change,~~of the ~~third-party shareholder owns~~Company ~~95%~~consists of ~~equity~~$600 ~~interest~~divided ~~and~~into ~~ABL~~6,000,000 ~~Chicago~~common ~~owns~~shares, 5%par value of ~~equity~~$0.0001 ~~interest~~each.

~~The~~Before ~~Company~~and ~~recognized~~after athe ~~loss~~Reorganization, ofthe ~~$73~~Company,~~151~~ ~~from~~together ~~deconsolidation~~with ofits asubsidiaries, ~~subsidiary~~is effectively controlled by the same Controlling Group, and ~~recorded~~therefore the Reorganization is considered as ~~investment~~a recapitalization of entities under common control in ~~other~~accordance ~~entity~~with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of ~~$15,741~~the onCompany ~~consolidated~~and ~~balance~~its ~~sheets~~subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of ~~June 30,~~the ~~2024~~beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.

~~The~~On ~~following~~July ~~table~~1, ~~summarized~~2024, the ~~assets~~Company ~~and~~closed ~~liabilities~~its IPO of 1,500,000 shares of its common stock at an IPO price of ~~ABL~~$4.50 ~~Wuhan~~per asshare for aggregate gross proceeds of approximately $6.75 million from the ~~deconsolidation~~offering. ~~date:~~The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, deferred IPO cost and expenses, were approximately $5.35 million (Note 16).

Cash	$	48,893
Working capital (excluding cash), net		29,812
Carrying value of net assets		78,705
Fair value of the consideration received		—
Fair value of the retained noncontrolling investment		15,741
Carrying value of noncontrolling interest deconsolidated		(10,187	)
Loss on deconsolidation of a subsidiary	$	(73,151	)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of Lakeside Holding Limited and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

F-8

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revision of cash flow statement

The Company identified errors in the statement of cash flows for the year ended June 30, 2023 relating to interest expense of $24,172, which were previously included as cash flows from financing activities and have been reclassified as cash flows from operating activities. The Company considered the errors identified in accordance with the SEC’s Staff Accounting Bulletin No. 99 and determined the impact was immaterial to the previously issued consolidated financial statements. Nonetheless, the Company has revised the previously reported consolidated statements of cash flows for the year ended June 30, 2023. This reclassification had no impact on the Company’s operating results or financial positions for the respective years.

Use of estimates and assumptions

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant accounting estimates required to be made by management include allowance for credit losses, ~~the~~return liabilities, percentage of performance obligation completed at the reporting period., the measurements of convertible debts with accompanying warrants. The Company evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions.

Cash

Cash consists of unrestricted balances held with ~~the~~ banks and deposits at banks or other financial institutions, which are available for withdrawal or use and have original maturities of three months or less. The Company maintains ~~all of~~ its bank accounts in the United States, which are insured by Federal Deposit Insurance Corporation (“FDIC”) at a limit of $250,000 per depositor, and in mainland China, which are insured by the People’s Bank of China Financial Stability Department (“FSD”) while there is a RMB 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank.

As of June 30, 2025 and 2024, the Company had approximately $5.0 million and $0.1 million of cash in banks, most held in the banks located in the mainland of China and in the United States, respectively. Most of cash balance as of June 30, 2025 and 2024 were denominated in RMB while most of cash balance as of June 30, 2024 were denominated in RMB.

Accounts receivable, net

Accounts receivables are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. The Company grant credit to customers, without collateral, under normal payment terms. The Company uses a loss rate method to estimate ~~the~~ allowance for credit losses. ~~For~~for ~~those~~accounts ~~past~~receivable ~~due~~from ~~balances~~cross-border ~~over~~freights ~~one year~~solutions and ~~other~~aging schedule ~~higher~~to ~~risk~~estimate ~~receivables~~the ~~identified~~allowance byfor ~~the~~credit ~~Company~~losses ~~are~~for ~~reviewed~~accounts ~~individually~~receivable ~~for~~from ~~collectability~~distribution of pharmaceutical products respectively. Loss-rate approach is based on the historical loss rates. The Company evaluates the expected credit loss of accounts receivable based on customer financial condition and historical collection information adjusted for current market economic conditions and forecasts of future economic performance when appropriate. ~~Loss-rate approach~~For isthose ~~based on~~past ~~the~~due ~~historical~~balances ~~loss~~over ~~rates~~one year and ~~expectations~~other ofhigher ~~future~~risk ~~conditions~~receivables identified by the Company are reviewed individually for collectability. The Company writes off potentially uncollectible accounts receivable ~~against~~ against the allowance for credit losses if it is determined that the amounts will not be collected. As of June 30, ~~2024~~2025 and ~~2023~~2024, the Company recorded the allowance of credit loss of $5487,~~066~~728 and $2554,~~909~~066, respectively.

F-9

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~Investment~~Notes inreceivable, ~~Other entity~~net

~~The~~Notes ~~Company~~receivable ~~assesses its investment~~represents inbank ~~ABL~~acceptance ~~Wuhan~~notes ~~and~~issued ~~determines~~by ~~that~~financial noinstitutions ~~significant~~in ~~influence~~the ~~over~~People’s ~~investee~~Republic ~~existed,~~of asChina ~~defined in ASC 323-10-15-6~~(“PRC”), ~~and~~typically ~~therefore accounts~~received ~~for~~from ~~the~~customers ~~investment~~as ~~using~~settlement ~~the~~for ~~cost~~trade ~~method of accounting~~receivables. ~~Under~~These ~~the~~notes ~~cost~~are ~~method~~payable ofon ~~accounting,~~demand ~~the~~or ~~investment is measured~~ at ~~cost,~~a ~~adjusted for~~specified ~~observable~~future ~~price~~date ~~changes~~ and ~~impairments,~~are ~~with changes recognized in net income. The investment in other entity that does not report~~guaranteed ~~net~~by ~~asset~~the ~~value~~issuing ~~is subject to qualitative assessment for indicators of impairments~~bank.

OnAs ~~August 4~~of June 30, ~~2023~~2025 and 2024, ~~ABL~~the Company held ~~Wuhan~~notes ~~ceased~~receivable totaling $65,152 and $nil, all of which are expected to be ~~the~~collected ~~Company’s~~within ~~subsidiary~~twelve months and ~~became~~are ~~the~~classified ~~Company’s~~as ~~long-term investment~~current assets. AsThe ofCompany ~~June~~recognized ~~30,~~$nil ~~2024,~~allowance ~~the~~for ~~Company’s investment~~expected incredit ~~ABL~~loss ~~Wuhan~~on ~~amounted~~bank tonotes ~~$15~~receivable during the reporting periods,~~741~~ ~~and~~as noall ~~impairment~~the acceptance ~~charges~~notes ~~was~~were ~~recorded~~endorsed to suppliers for accounts payable payments.

Inventories, net

Inventories are stated at the lower of cost or net realizable value, using the first-in, first out (FIFO) method. Costs include the cost of pharmaceutical products. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products. As of June 30, 2025, the Company did not record any inventory provision.

Investment in other entity

The Company assesses its investment in ABL Wuhan and determines that no significant influence over investee existed, as defined in ASC 323-10-15-6, and therefore accounts for the investment used the measurement alternative under ASC 321-10-35-2. Under this approach, the investment is measured at cost, and adjusted for impairments, with changes recognized in net income. The investment in other entity that does not report net asset value is subject to qualitative assessment for indicators of impairments.

On August 4, 2023, ABL Wuhan ceased to be the Company’s subsidiary and became the Company’s long-term investment. As of June 30, 2025 and 2024, the Company’s investment in ABL Wuhan amounted to $15,741 and $15,741 respectively, and no impairment charges was recorded.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:

		Useful life
Furniture and fixtures		3 – 7 years
Machinery equipment		3 – 5 years
Vehicles		5 years
Software		3 years
Leasehold improvement		Lesser of the lease term or estimated useful lives of the assets

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in other income or expenses in the consolidated statements of income (loss) and other comprehensive income (loss).

Impairment of long-lived asset

Long-lived assets, including plant, property and equipment, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Company reviews the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. No impairment charge was recognized for the years ended June 30, 2024 and 2023, respectively.

Accounts payable

The account payables are derived from logistic services and forwarding service providers. The balances arise from logistics services provider are usually settled within 7 to 30 days.

F-10

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Intangible Assets, net

Intangible assets consist primarily of business license acquired from asset acquisition. It grants the Company the right of selling and distributing pharmaceutical products and solutions in mainland China.

Intangible assets are stated at cost less accumulated amortization. The license is amortized using the straight-line method over the estimated useful economic life of 5 years.

Accounts payable

The account payables are derived from logistics and forwarding service providers and from the pharmaceutical products supplier. Balances due to logistics service providers are typically settled within 7 to 30 days, while payables to pharmaceutical product suppliers are generally settled within 60 days.

Impairment of long-lived asset

Long-lived assets, including plant, property and equipment and intangible asset, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Company reviews the impairment of its right-of-use assets and intangible asset consistent with the approach applied for its other long-lived assets. No impairment charge was recognized for the years ended June 30, 2025 and 2024, respectively.

Deferred offering costs

Pursuant to ASC 340-10-S99-1, incremental offering costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, audit fees, SEC filing and print related costs, and exchange listing costs,. ~~and~~The ~~road~~deferred ~~show~~offering ~~related~~ costs are offset against additional paid-in capital upon receipts of the capital raised at IPO closing date.

Asset acquisition

When an acquisition is related to a single asset or a group of similar assets, or does not meet the definition of a business combination, as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability (see Note 21).

F-11

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Leases

The Company evaluates the contracts it entered into to determine whether such contracts contain leases at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee.

Operating Leases

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lease as an operation lease. Operating leases are included in the line items right-of-use (ROU) asset, lease liabilities, current, and lease liabilities, non-current in the consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The Company measures ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.

For leases with lease term less than one year (short-term leases), the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and cash flows.

Finance leases

Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. Lease cost for finance leases where the Company is the lessee includes the amortization of the ROU asset, which is amortized on a straight-line basis and recorded to “Depreciation of right-of-use finance asset” and interest expense on the finance lease liability, which is calculated using the interest method and recorded to “Interest expense”. Finance lease ROU assets are amortized over the shorter of their estimated useful lives or the terms of the respective leases. If the Company is reasonably certain to exercise the option to purchase the underlying asset at the end of lease term, the finance lease ROU assets are amortized to the end of useful life of the assets on a straight-line basis.

F-11

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

~~Non~~F-~~controlling interest~~12

~~The~~LAKESIDE ~~non-controlling interests are~~HOLDING ~~presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests~~LIMITED inNOTES ~~the~~TO ~~operating~~CONSOLIDATED ~~results~~FINANCIAL of the Company are presented on the face of the consolidated statements of income (loss) and comprehensive income (loss) as an allocation of the total income or loss between non-controlling interest holders and the shareholders of the Company. As of June 30, 2023, non-controlling interests represent 49% non-controlling shareholders’ interests in ABL Wuhan. On August 4, 2023, ABL Wuhan ceased to be the Company’s subsidiary and became the Company’s investment in other entity. Therefore, the Company did not have non-controlling interest as of June 30, 2024.STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair value of financial instruments

ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

	Level 1 —	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities

	Level 2 —	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

	Level 3 —	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying value of cash, accounts receivable from third parties and related parties, ~~amount~~ due to shareholders, other receivables, other receivable from related parties, contract ~~due~~assets, toloan ~~shareholders~~receivable balance from a third party, ~~other~~loan ~~receivables~~receivable from related parties, ~~contract~~accounts payable, convertible debts ~~assets~~- current, ~~accounts~~loan payable to a related party, other payables, dividend payable and accrued expenses and other current liabilities approximate fair value due to their short-term nature. For lease liabilities, loan payable to a related party and loans payable, their carrying value approximate the fair value at the year-end, as the interest rates used to discount the host contracts approximate market rates. The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of June 30, 2025 and June 30, 2024.

~~Revenue~~Convertible ~~recognition~~debts

~~Revenues were~~In ~~presented~~accordance ~~under~~with ASC ~~606~~ ~~and~~470, Debt ~~all~~(“ASC ~~subsequent~~470”) ~~ASUs~~the ~~that~~Company ~~modified~~records ~~ASC 606~~its ~~for~~7% original issue discount secured convertible promissory notes (“Notes”) at the ~~years~~ ~~ended~~aggregate ~~June 30~~principal amount, ~~2024~~less ~~and 2023~~discount. The ~~core~~Company ~~principle~~evaluated the loan portion of the Notes with the conversion feature and the detachable warrant under the guidance isof ASC 470-20, “Debt with Conversion and Other Options, as amended by ASU 2020-06” and ASC 815, “Derivatives and Hedging.” The Company determined that anthe ~~entity~~warrant ~~should~~met ~~recognize~~the ~~revenue~~criteria tofor ~~depict~~equity classification under ASC 815-40. Accordingly, the ~~transfer~~fair value of ~~promised~~the ~~goods~~warrant orwas ~~services to~~recorded ~~customers~~as ina ancomponent ~~amount~~of ~~that~~additional ~~reflects~~paid-in capital. Following the adoption ~~consideration~~of toASU ~~which~~2020-06, the ~~entity~~Notes ~~expects~~are torecorded beas ~~entitled~~a single unit within liabilities in ~~exchange~~the ~~for~~consolidated ~~those~~balance ~~goods~~sheets oras ~~services.~~the conversion Tofeatures ~~achieve~~within the Notes are not derivatives that ~~core~~require ~~principle,~~bifurcation and the ~~Company~~Notes ~~applies~~do not involve a substantial premium. The Convertible debt is subsequently accounted for at amortized cost in accordance with the ~~following~~interest ~~steps:~~method described in ASC 835-30 (see Note 12).

~~Step~~Debt ~~1: Identify the~~issuance ~~contract (s) with a customer~~costs

FDirect and incremental costs and original issue discounts and premiums incurred in connection with the issuance of long-12term debt are deferred and amortized to interest expense using the effective interest method or, if the amounts approximate the effective interest method, on a straight-line basis. All debt issuance costs are presented as a direct reduction of debt on the consolidated balance sheets. Approximately $138,994 and $nil were amortized to interest expense during the year ended June 30, 2025 and 2024, respectively.

F-13

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~Revenue~~Common ~~recognition~~stock ~~(cont.)~~warrants

The Company evaluates common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company assesses whether common stock warrants are freestanding financial instruments and whether they meet the criteria to be classified in stockholders’ equity, or classified as a liability. Where common stock warrants do not meet the conditions to be classified in equity, the Company assesses whether they meet the definition of a liability under ASC 815.

Revenue recognition

The Company adopted ASC Topic 606 “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Company generates revenue from providing cross-border ocean and airfreight solutions and distribution of pharmaceutical products. No practical expedients were used when adoption ASC606. Revenue recognition policies are as ~~follow~~follows:

Revenue from cross-border freights solutions

The Company provides comprehensive services in the United States for customers to transport goods from overseas to the United States and from the United States to overseas. Operating under service contracts, for goods entering the United States, after the goods arrive at a U.S. seaports or airports, the Company offers customs clearance, container unloading, storage, unpacking, packing, and transportation services to the locations specified by the customers. For customers shipping goods overseas, the Company provides cargo space arrangements, storage, packing, export customs clearance, and arranges transportation to seaports or airports for loading.

The transaction price is determined based on the range of services provided and the volume of goods. The Company considers these comprehensive services as one performance obligation since these promises are not distinct within the context of the contract, and the bundle of integrated services represents a combined output. This performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another.

For goods entering the United States, the Company determines that the performance period for revenue recognition is between the pickup date and the date of completing delivery. For customers shipping goods overseas, the Company determines that the performance period for revenue recognition is between the container or cargo space confirmed date and the date of arrival at destination for customer orders with cargo space booking service. For customers shipping goods overseas, the Company determines that the performance period for revenue recognition is between pickup date and the date when the goods are departed from airport or port for customer orders without cargo space booking service.. The performance period may be estimated if the date of completing delivery or the departure date or arrival date has not occurred by the reporting date. Determining the performance period and the progress of the transportation as of the reporting date requires management’s estimation and judgement, which may impact the timing of revenue recognition.F-14

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (cont.)

Revenue from cross-border freights solutions (cont.)

For goods entering the United States, the Company determines that the performance period for revenue recognition is between the pickup date and the date of completing delivery. For customers shipping goods overseas with cargo space booking service, the Company determines that the performance period for revenue recognition is between the container or cargo space confirmed date and the date of arrival at destination. For customers shipping goods overseas without cargo space booking service, the Company determines that the performance period for revenue recognition is between pickup date and the date when the goods depart from airport or port. The performance period may be estimated if the date of completing delivery or the departure date or arrival date has not occurred by the reporting date. The Company has determined that revenue recognition over the time in transit provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. Determining the performance period and the progress of the transportation as of the reporting date requires management’s estimation and judgement, which may impact the timing of revenue recognition.

For customers with goods entering the United States, we offer customs clearance, container unloading, storage, unpacking, packing, and transportation services to customer-specified locations after the goods arrive at a U.S. seaport or airport. For customers shipping goods overseas, we provide cargo space arrangement, storage, packing, export customs clearance, and transportation to the seaport or airport for loading. The performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another. As a result, we recognize revenue over time. We believe that the methodology employed is comparable to that of other global logistics companies and offers faithful depiction of the services rendered to customers.

Revenue from distribution of pharmaceutical products

During the year ended June 30, 2025, the Company started to generate revenue from the distribution of pharmaceutical and medical products. The Company orders products from the manufacturer, receives and carries the product at a designated warehouse, and delivers the product directly to its customers’ warehouses or designated locations. Revenue is recognized at a point in time when control of goods is transferred to the customers upon goods delivered to the customers and accepted by the customers.

Principal and agent considerations

In the Company’s transportation business, the Company utilizes independent contractors and third-party carriers and related party carriers in the performances of some transportation services as and when needed. U.S. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or to arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements. Revenue and the associated purchased transportation costs are both reported on a gross basis within the consolidated statements of income (loss) and comprehensive income (loss).

~~F-13~~In the Company’s distribution of pharmaceutical products business, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements under the fact that the Company controls the goods before they are transferred to customers, bears inventory risk, and has discretion in establishing pricing. As a principal, the Company recognizes revenue on a gross basis within the consolidated statements of income (loss) and comprehensive income (loss).

F-15

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (cont.)

Disaggregation of revenues

The Company disaggregates its revenue from types of services providing and the customer geographic of its customers, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.

The Company’s disaggregation of revenues for years ended June 30, ~~2024~~2025 and ~~2023~~2024 is disclosed as below:

By service/product type

	June 30, 2024		June 30, 2023
	For the years ended June 30,
Cross-border ocean freights solutions	$	7,873,835	$	8,073,685
	2025		2024
Cross-border airfreights solutions		10,441,320		4,799,206
Cross-border ocean freights solutions	$	5,781,180	$	7,873,835
Total revenue	$	18,315,155	$	12,872,891
Cross-border airfreights solutions		9,246,780		10,441,320
Distribution of pharmaceutical products		2,762,465		-
Total revenue	$	17,790,425	$	18,315,155

	For the years ended June 30,
	2025		2024
Timing of revenue recognition:
Service transferred over time	$	15,027,960	$	18,315,155
Product sales at a point in time		2,762,465		-
Total revenue	$	17,790,425	$	18,315,155

By customer geographic location

	June 30, 2024		June 30, 2023
	For the years ended June 30,
Asia-based customers	$	13,081,165	$	5,531,468
	2025		2024
U.S.-based customers		5,233,990		7,341,423
Asia-based customers	$	14,819,977	$	13,081,165
Total revenue	$	18,315,155	$	12,872,891
U.S.-based customers		2,970,448		5,233,990
Total revenue	$	17,790,425	$	18,315,155

By customer geographic

Contract assets

Contract assets represent estimated amounts for which the Company has the right to consideration for the services provided while a delivery is still in-transit and has not yet invoiced the customer. The estimated contract asset is based on the estimated completion percentage of the performance obligation. We believe that customers simultaneously benefit from the comprehensive services we provided. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. As ~~Contract~~of ~~assets~~June ~~increased~~30, 2025 byand ~~$84~~2024,~~766 or~~ ~~189.5%~~the ~~from~~Company ~~$44,740~~recorded ascontract assets of ~~June 30~~$119,054 ~~2023~~and to $129,506 ~~as of June 30, 2024~~respectively. ~~The increase was mainly due to more in-transit deliveries that has not yet invoiced the customers near the period ended June 30, 2024.~~

~~Cost of revenues~~F-16

Cost of revenue primarily consists of the transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which includes operating and financing lease-related costs, the depreciation expenses of property and equipment and others miscellaneous items.

F-14

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Contract liabilities

Contract liabilities represent estimated advances received from customers. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting period. Contract liabilities are recognized when the Company receives prepayment from customers resulting from purchase order. Contract liabilities will be recognized as revenue when the products are delivered. As of June 30, 2025 and 2024, the Company recorded contract liabilities of $15,355 and $nil, which will be recognized as revenue upon delivery of the products and the acceptance by the customers. For the year ended June 30, 2025 and 2024, the amounts transferred from contract liabilities to revenue at the beginning of the fiscal period were nil and nil.

Refund liabilities and right of returned assets

Refund liabilities represent the estimated amount of consideration expected to be refunded to customers and are recorded at the time revenue is recognized. Refund allowances are recorded as a reduction in sales with corresponding refund liabilities, and the estimated cost of refunded inventory is recorded as a reduction to cost of sales and an increase of right of return assets. The estimate is based on historical refund patterns, current trends, and contractual terms. If actual results differ from the estimates, the Company revises its estimated refund liabilities accordingly. Each period end, the Company reviews and reassesses the adequacy of its recorded refund liabilities and adjusts the amount as necessary. As of June 30, 2025 and 2024, the Company recorded refund liabilities of $77,235 and $nil respectively on the consolidated balance sheet. As of June 30, 2025 and 2024, the Company recorded right of return asset of $141,687 and $nil respectively on the consolidated balance sheet.

Cost of revenues

In the Company’s transportation business, cost of revenue primarily consists of the transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which includes operating and financing lease-related costs, the depreciation expenses of property and equipment, and others miscellaneous items.

In the Company’s distribution of pharmaceutical products business, cost of revenues primarily consists of cost of products.

Selling expenses

Selling expenses primarily include salaries expense, advertising expense, and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.

General and administrative expenses

General and administrative expenses primarily include salaries and staff benefits, repair and maintenance expense, depreciation on property and equipment, lease expenses of warehouses used for administrative purpose and office premises, travelling and entertainment, bank charges, legal and professional fees, insurance expenses and other office expenses.

F-17

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

401(k) benefit plan

401(k) benefit plan covers substantially all employees and allows voluntary employee contributions up to the annually adjusted Inland Revenue Service (“IRS”) dollar limit. These voluntary contributions are matched equal to 100% of the first 3% of the employee’s compensation contributed and 50% of contributions exceeding 3% of eligible compensation, not to exceed 5% of the total eligible compensation. The employees’ voluntary contributions and the Company’s matching contributions are 100% vested immediately. The Company adopted the 401(k) benefit plan from April 2022. The expense related to matching employees’ contributions ~~for~~was ~~the~~$31,146 ~~years~~and ~~ended June~~ $30,616 ~~2024~~for ~~and~~the ~~2023~~years ended ~~was~~June $30,~~616~~ 2025 and ~~$32~~2024,~~896,~~ respectively.

Employee defined contribution plan

Full-time employees of the Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to them. Chinese labor regulations require that the Company make contributions to the government for these benefits based on government prescribed percentage of the employee’s salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount was expensed as incurred. For the years ended June 30, 2025 and 2024, employee welfare contribution expenses amounted to approximately $31,429 and nil, respectively.

Value added tax (“VAT”)

Revenue represents the invoiced value of goods and service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold or services provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.

Rental income

The Company subleased portion of its offices area, warehouse and parking lots to third parties and related parties. The Company recognizes rental income over the sublease period. For the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company recognized rental income amounted to $~~327~~381,~~235~~480 and $~~547~~327,~~002~~235, respectively, included in other income, net on the consolidated statements of income (loss) and comprehensive income (loss).

Income taxes

Before the Reorganization, the Company has elected to be taxed as an S Corporation for federal and state income tax purposes. As an S Corporation, the Company is not subject to federal income tax and state tax in Illinois. However, Illinois allows subchapter S corporations to elect to pay the Pass-through Entity (PTE) tax at entity level for tax years ending on or after December 31, 2021 and beginning prior to January 1, 2026. The PTE tax rate is equal to 4.95% of the taxpayer’s net income for the taxation year. The S corporation making the election is liable for paying the PTE tax, and the shareholders will receive credit for the amount of PTE tax credit paid but shall be liable to pay any remaining tax based on their share of the pass-through entity’s income and credits. Illinois also taxes 1.5% replacement tax on S corporation’s net taxable income and franchise tax based on the corporation’s paid-in-capital for the 12 months prior to the annual report filing date. The franchise tax is not applicable for the Company. After the Reorganization, the Company’s U.S. subsidiaries is subjected to U.S. federal income tax at 21% and the 7.0% state tax and the 2.5% replacement tax in the state of Illinois.

F-18

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income taxes (cont.)

The Company’s PRC subsidiaries is governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to 25% enterprise income tax rate.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company accounts for uncertain tax positions in accordance with FASB ASC Topic No. 740, Accounting for Uncertainty in Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of June 30, 2025 ~~2024~~ and ~~June 30~~2024, ~~2023,~~ the Company did not have a liability for unrecognized tax benefits. It is the Company’s policy to ~~includes~~include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.

~~F-15~~Statutory reserves

The Company’s PRC subsidiaries are required to allocate at least 10% of their after-tax profit to the general reserve in accordance with the PRC accounting standards and regulations. The allocation to the general reserve will cease if such reserve has reached to 50% of the registered capital of respective company. These reserves can only be used for specific purposes and are not transferable to the Company in form of loans, advances, or cash dividends. There is no such regulation of providing statutory reserve in United States. The statutory reserve as determined pursuant to PRC statutory laws totaled approximately $63,416 and nil as of June 30, 2025 and 2024, respectively.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

F-19

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Basic and diluted earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the year ended June 30, 2025 and 2024, the Company reported a net loss. As a result, all potentially dilutive securities, including the convertible debenture, were excluded from the calculation of diluted loss per share because their inclusion would have been antidilutive.

Foreign currency transactions

Our reporting currency is ~~the~~ the U.S. dollar. The functional currency of our operations, except for ~~ABL~~Sichuan ~~Wuhan~~Hupan and Hupan Pharmaceutical, is the U.S. dollar. The functional currency of ~~ABL Wuhan~~Sichuan Hupan and Hupan Pharmaceutical is the RMB. The assets, liabilities, revenues, and expenses of ~~ABL~~Sichuan Hupan ~~Wuhan~~and Hupan Pharmaceutical are remeasured in accordance with ASC 830. For the year ended June 30, ~~2023~~2025, assets and liabilities of ~~ABL~~Sichuan ~~Wuhan~~Hupan and Hupan Pharmaceutical are translated into U.S. dollars based upon exchange rates prevailing at the end of ~~each period~~the year. Revenues and expenses of ~~ABL~~Sichuan ~~Wuhan~~Hupan and Hupan Pharmaceutical are translated at average exchange rates during the reporting period. ~~The~~ The resulting translation adjustment is included in accumulated other comprehensive loss. ~~During the year ended June 30, 2024, ABL Wuhan ceased to be the Company’s subsidiary after August 4, 2023. There is no translated adjustment regarding ABL Wuhan since the date of deconsolidation.~~

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

			June 30, 2025
Balance sheet items, except for equity accounts			US$1=RMB 7.1636
Items in the statements of income and cash flows			US$1=RMB 7.2143

			June 30, 2024
Balance sheet items, except for equity accounts			US$1=RMB 7.2672
Items in the statements of income and cash flows			US$1=RMB 7.2248

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingency liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

~~Segment reporting~~F-20

The Company follows ASC 280, “Segment Reporting.” The Company’s Chief Executive Officer or chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. As the Company’s long-lived assets are substantially all located in the United States and substantially all the Company’s revenues are derived from within the United States.

F-16

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentrations and risks

a. Concentration of credit risk

The Company estimates credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash ~~and cash equivalents~~, accounts receivable, contract assets, other receivable, ~~and~~other ~~amounts~~receivable ~~due~~from related parties, loan receivable balance from a third party and loans receivable from related parties. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.

The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains majority of ~~the~~ bank accounts ~~at financial institutions~~ in ~~the United States~~mainland China, where there is ~~$250~~a RMB 500,000 ~~standard~~ deposit insurance ~~coverage~~ limit ~~per~~for ~~depositor,~~a ~~per~~legal ~~FDIC-insured bank and~~entity’s ~~per~~aggregated ~~ownership~~balance ~~category~~at each bank. As of June 30, 2025, ~~2024~~four ~~and~~banks ~~2023,~~account exceeded the ~~cash~~insured ~~deposited~~limit. As of ~~$123~~June 30,~~550~~ ~~and $174~~2024,~~018~~ isthe ~~within~~Company ~~the~~did ~~insurance~~not ~~coverage limit,~~have ~~respectively.~~any bank accounts in mainland China. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the ~~United States~~mainland China.

The Company also has ~~adopted a credit policy of dealing with creditworthy counterparties to mitigate~~ the ~~credit risk from defaults. The~~bank ~~management~~accounts ~~team~~at ~~conducts~~financial ~~credit~~institutions ~~evaluations~~in ofthe ~~its customers~~United States, ~~and~~where ~~generally~~there ~~does~~is ~~not~~$250,000 ~~require~~standard ~~collateral~~deposit orinsurance ~~other~~coverage ~~security~~limit ~~from~~per ~~them.~~depositor, ~~The~~per ~~Company~~FDIC-insured bank ~~establishes~~and anper ~~accounting~~ownership ~~policy~~category. toAs ~~provide~~of ~~for~~June ~~allowance~~30, ~~for~~2025 ~~credit~~and ~~loss based on the individual customer’s financial condition~~2024, ~~credit~~no ~~history,~~bank ~~and~~balance exceeded the ~~future economic~~insured ~~conditions~~limit. ~~Due~~To ~~from related parties’ balances are monitored on~~limit ~~an ongoing basis with~~ the ~~result that the Company’s~~ exposure to ~~impairment~~credit isrisk ~~not~~relating ~~significant.~~to ~~As of June 30~~deposits, ~~2024~~the ~~and~~Company ~~2023, none~~primarily ofplaces ~~the~~cash ~~Company’s~~deposits ~~due~~with ~~from~~large ~~related~~financial ~~parties~~institutions ~~are~~in ~~impaired~~the United States.

The Company has adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. The management team conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit loss based on the individual customer’s financial condition, credit history, and the future economic conditions. Other receivable and loan receivable from related parties are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. As of June 30, 2025 and 2024, none of the Company’s other receivable and loan receivable from related parties are impaired.

b. Foreign exchange risk

~~ABL~~Our ~~Wuhan~~subsidiaries ~~which~~in ~~ceased~~PRC ~~to be~~have ~~our~~functional ~~subsidiary~~currency onin ~~August~~RMB. 4,PRC ~~2023~~subsidiaries’ ~~has~~expense ~~functional~~transactions ~~currency~~are denominated in RMB and their assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the Chinese Yuan against the U.S. dollar is affected by the changes in China and United States economic conditions. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Also, by considering the volume of ~~ABL~~ ~~Wuhan’s~~ its business, the impact of foreign exchange risk is limited.

c. Interest rate risk

~~Interest~~The interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Our exposure to interest rate risk primarily ~~relates~~ relates to the interest rates from our lessors, convertible debenture and our private lenders. The shareholder loans bear no interest. We have not been exposed to material risks due to the fact that our leasing obligations’ interest ~~rates~~rate and the private loan’s interest are fixed at commence date of the leases and loans and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

~~d. Liquidity risk~~F-21

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. The Company monitors and analyze its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company is historically funded the working capital needs primarily from operations, loans, as well as shareholder advances to the Company.

F-17

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentrations and risks (cont.)

d. Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. The Company monitors and analyzes its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company typically funds the working capital needed primarily from operations, loans, shareholder advances to the Company, as well as the external financing activities.

e. Significant customers and suppliers

The Company had one third-party customer generated over 10% of the Company’s total revenue for the year ended June 30, 2025. The Company had no related-party customer generated over 10% of the Company’s total revenue for the year ended June 30, 2025. The Company had three third-party customers generated over 10% of the Company’s accounts receivable as of June 30, 2025. The Company had no related-party customer generated over 10% of the Company’s accounts receivable as of June 30, 2025.

The Company had three third-party customers generated over 10% of the Company’s total revenue for the year ended June 30, 2024. The Company had one related-party customer generated over 10% of the Company’s total revenue for the year ended June 30, 2024. The Company had one third-party customer generated over 10% of the Company’s accounts receivable as of June 30, 2024. The Company had one related-party customer generated over 10% of the Company’s accounts receivable as of June 30, 2024.

The Company had one third-party supplier represented over 10% of the Company’s cost of revenue for the year ended June 30, 2025. The Company had no related-party supplier represented over 10% of the Company’s cost of revenue for the year ended June 30, 2025. The Company had one third-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2025. The Company had no related-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2025.

The Company had one third-party supplier represented over 10% of the Company’s cost of revenue for the year ended June 30, 2024. The Company had one related-party supplier represented over 10% of the Company’s cost of revenue for the year ended June 30, 2024. The Company had one third-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2024. The Company had one related-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2024.

Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In August 2020, the FASB ~~issued~~ issued ASU ~~No.~~ 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the ~~which~~embedded ~~simplifies~~conversion ~~accounting~~features are no longer separated from the host contract for convertible instruments bywith ~~removing~~conversion ~~major~~features ~~separation~~that are ~~models~~not required ~~under~~ ~~current~~to ~~U.S. GAAP. This~~be ~~ASU~~accounted ~~also~~for ~~removes~~as ~~certain~~derivatives ~~settlement~~under ~~conditions~~Derivatives and Hedging (Topic 815), or that ~~are~~do ~~required~~not result in substantial premiums accounted for ~~equity~~as paid-~~linked contracts to~~in ~~qualify~~capital. Consequently, a convertible debt instrument will be accounted for ~~the~~as ~~derivative~~a ~~scope~~single ~~exception~~liability measured at its amortized cost, ~~and~~as itlong ~~simplifies~~as ~~the~~no ~~diluted~~other ~~earnings~~features ~~per~~require ~~share~~bifurcation ~~calculation~~and inrecognition ~~certain~~as ~~areas~~derivatives. The ~~new~~guidance also requires the if-converted ~~standard~~method ~~will~~to ~~become~~be applied for all convertible instruments. ASU 2020-06 is effective for usfiscal years beginning ~~January 1~~after December 15, ~~2024~~2021, ~~using~~with early ~~either~~adoption apermitted. ~~modified~~Adoption ~~retrospective~~of orthe astandard ~~fully~~requires ~~retrospective~~using ~~method of~~either ~~transition~~a ~~and~~retrospective ~~early~~or ~~adoption~~a isretrospective ~~permitted~~approach. ~~Management~~The isCompany ~~currently~~has adopted ~~evaluating~~ASU ~~the~~2020-06 ~~impact~~using of the ~~new~~retrospective ~~standard~~approach onduring ~~our~~the ~~financial~~year ~~statements~~ended June 30,2025.

In ~~June 2022~~April 2024, the ~~FASB issued~~Company adopted ASU ~~No. 2022~~2023-0307, “~~Fair~~Segment ~~Value Measurements~~ Reporting (Topic ~~820~~ 280): ~~Fair~~Improvements ~~Value~~to ~~Measurement~~Reportable ofSegment ~~Equity~~Disclosures,” ~~Securities~~which ~~Subject~~improves ~~to Contractual~~reportable ~~Sale~~segment ~~Restrictions,”~~disclosure ~~which~~requirements. ~~clarifies~~The ~~and~~amendments require ~~amends~~ the ~~guidance~~disclosure of ~~measuring~~(1) ~~the~~significant ~~fair~~segment ~~value~~expenses ofthat ~~equity~~are ~~securities~~regularly ~~subject~~ provided to ~~contractual~~the ~~restrictions~~CODM ~~that~~and ~~prohibit~~included ~~the~~within ~~sale~~each reported measure of ~~the~~segment ~~equity~~profit ~~securities.~~or ~~The~~loss; ~~guidance~~(2) ~~will~~an beamount ~~effective~~ for ~~fiscal years~~other ~~beginning~~segment items by reportable segment and a description of its composition; and (3) the ~~after~~title ~~December 15,~~and ~~2023~~position of the CODM and ~~interim~~an ~~periods~~explanation ~~within~~of ~~those~~how ~~fiscal years~~the CODM uses the reported measure(s). The ~~Company~~amendments ~~does~~also ~~not~~provide ~~expect~~disclosure requirements ~~the~~for ~~adoption~~interim toperiods and entities that have a ~~material impact~~single onreportable ~~the~~segment. ~~consolidated~~Details ~~financial~~of ~~statements~~segment reporting are set out in Note 2 and Note 18.

In ~~November~~December 2023, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU ~~No.~~ 2023-0709, “~~Improvements~~Income toTaxes ~~Reportable Segment Disclosures”~~ (Topic ~~280~~740).: ~~This~~Improvements ~~ASU~~to ~~updates~~Income ~~reportable~~Tax ~~segment~~Disclosures”, ~~disclosure~~which ~~requirements~~improves byincome ~~requiring~~tax disclosures. ofThe ~~significant~~amendments ~~reportable~~require ~~segment~~the ~~expenses~~disclosure ~~that~~of ~~are~~specific ~~regularly~~categories ~~provided~~in torate ~~the~~reconciliation ~~Chief~~and ~~Operating~~additional ~~Decision~~information ~~Maker~~for ~~(“CODM”)~~reconciling ~~and~~items ~~included~~that ~~within~~meet ~~each reported measure of~~ a ~~segment’s~~quantitative ~~profit or loss~~threshold. ~~This~~The ~~ASU~~amendments also ~~requires disclosure~~require ofdisaggregated ~~the~~information ~~title~~about ~~and position of~~ the amount ~~individual identified as the CODM and an explanation~~ of ~~how~~income ~~the~~taxes ~~CODM~~paid ~~uses~~(net ~~the reported measures~~ of arefunds ~~segment’s~~received), ~~profit~~Income (or loss) infrom ~~assessing~~continuing ~~segment~~operations ~~performance~~before ~~and~~income ~~deciding~~tax ~~how~~expense to(or ~~allocate~~benefit) and ~~resources.~~Income ~~The~~tax ~~ASU~~expense is(or ~~effective~~benefit) ~~for annual~~from ~~periods~~continuing ~~beginning~~operations. ~~after~~The ~~December~~new ~~15,~~guidance ~~2023,~~is ~~and~~required ~~interim~~to ~~periods~~be ~~within~~applied ~~fiscal~~either ~~years~~prospectively ~~beginning~~or ~~after December 15, 2024~~retrospectively. ~~Adoption~~ ofThis ~~the~~guidance ~~ASU~~is ~~should~~effective befor ~~applied~~the ~~retrospectively~~Company tofor ~~all~~the ~~prior~~year ~~periods~~ending ~~presented~~June in30, ~~the financial statements~~2026. Early adoption is ~~also~~ permitted. ~~This~~ ~~ASU~~The ~~will~~Company ~~likely result in us including the additional required disclosures when adopted. Management~~ is ~~currently~~ evaluating the ~~provisions~~ impact of ~~this ASU and expect to adopt them for~~ the ~~year~~adoption ~~ending~~of ~~December~~this ~~31, 2024~~guidance.

~~In December 2023, the FASB issued ASU No. 2023~~F-09, “Improvements to Income Tax Disclosures” (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income tax paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted.22

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.

F-18

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recent accounting pronouncements (cont.)

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and issued subsequent amendment within ASU 2025-01. The amendments require disaggregation disclosure for certain expense captions presented on the face of income statement, as well as additional disclosure about selling expenses. This guidance is effective for the Company for the year ending June 30, 2028 and interim reporting periods during the year ending December 31, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its disclosures.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify some specific applications of induced conversion guidance and that the guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending June 30, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.

In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer and removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. This guidance is effective for the Company for the year ending June 30, 2028. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Scope Refinements. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The amendments are effective for the Company for the year ending June 30, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-07 on its consolidated financial statements and related disclosures.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Accounts receivable – third-party customers	$	2,~~122~~983,~~107~~308		$	12,~~399~~122,~~585~~107
Less: allowance for credit loss – third-party customers		(3987,~~955~~728	)		(2539,~~909~~955	)
Accounts receivable from third-party customers, net	$	2,~~082~~895,~~152~~580		$	12,~~373~~082,~~676~~152
Add: accounts receivable – related party customers	$	777,396		$	44,627
Accounts receivable – related party customers	$	396,331		$	777,396
Less: allowance for credit loss – related party customers		~~(14,111~~-	)		-(14,111	)
Total accounts receivable, net	$	~~763~~396,~~285~~331		$	44763,~~627~~285

~~Approximately $2.8 million or 95.8% of the accounts receivable balance as of June 30, 2024 has been collected as of the report date.~~F-23

The movement of allowance for credit loss for the years ended June 30, 2024 and 2023 is as follows:

	June 30, 2024		June 30, 2023
Beginning balance	$	25,909	$	150,459
Written off		-		(30,808	)
Addition (reversal) of provision		28,157		(93,742	)
Ending balance	$	54,066	$	25,909

The Company recorded addition of allowance for credit loss of $28,157 and reversal of allowance for credit loss of $93,742 for the years ended June 30, 2024 and 2023, respectively.

F-19

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 43 — ~~PROPERTY~~ACCOUNTS ~~AND EQUIPMENT~~RECEIVABLE, NET (cont.)

~~Property,~~Approximately ~~plant~~$2.3 ~~and~~million ~~equipment,~~or ~~net~~77.1% ~~consists~~ of the accounts receivable from ~~following:~~third party customers have been collected as of October 8, 2025.

	June 30, 2024			June 30, 2023
Furniture and Fixtures	$	49,887		$	49,887
Machinery equipment		281,230			281,230
Vehicles		324,267			324,267
Leasehold improvement		82,050			82,050
Subtotal		737,434			737,434
Less: accumulated depreciation		(392,551	)		(247,914	)
Property and equipment, net	$	344,883		$	489,520

All the accounts receivable from related party customers have been collected as of October 8, 2025.

~~Depreciation~~The ~~expense~~movement ~~recorded~~of allowance infor ~~general~~credit ~~and~~loss ~~administrative expense was $71,980 and $130,755~~ for the years ended June 30, ~~2024~~2025 and ~~2023, respectively. Depreciation expense recorded in cost of revenue was $72,657 and $nil for the years ended June 30,~~ 2024 ~~and~~is ~~2023,~~as ~~respectively.~~follows:

NOTE 5 — LEASES

	June 30, 2025		June 30, 2024
Beginning balance	$	54,066	$	25,909
Provision of expected credit loss allowance		33,432		28,157
Effect of foreign exchange translation		230		-
Ending balance	$	87,728	$	54,066

The Company recorded addition of allowance for credit loss of $33,432 and $28,157 for the years ended June 30, 2025 and 2024, respectively.

NOTE 4 — INVENTORIES, NET

Inventories, net consists of the following:

	June 30, 2025		June 30, 2024
Finished goods	$	96,534	$	-
Less: inventory allowance		-		-
Inventories, net	$	96,534	$	-

The Company recorded inventory allowance of $nil for the year ended June 30, 2025.

NOTE 5 — LOAN TO A THIRD PARTY

On October 8, 2024, the Company entered into a loan agreement with a third party for a principal amount up to $2 million at a fixed interest rate of 4.35% per annum with a maturity date of twelve months. There is no pledge and guarantee from the third party and the loan is on demand and can be called by the Company. The loan balance was $11,380 as of June 30, 2025. The Company recognized interest income of $28,120 in connection with this loan to a third party.

F-24

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	June 30, 2025			June 30, 2024
Furniture and Fixtures	$	75,901		$	49,887
Machinery equipment		290,818			281,230
Vehicles		324,267			324,267
Software		5,386			-
Leasehold improvement		267,933			82,050
Subtotal		964,305			737,434
Less: accumulated depreciation		(574,884	)		(392,551	)
Property and equipment, net	$	389,421		$	344,883

Depreciation expense recorded in general and administrative expense was $106,853 and $71,980 for the years ended June 30, 2025 and 2024, respectively. Depreciation expense recorded in cost of revenue was $91,674 and $72,657 for the years ended June 30, 2025 and 2024, respectively. During the year ended June 30, 2025, the Company disposed of a vehicle with a net book value of $115,310. The vehicle previously held by the Company under a financing arrangement was repossessed by the lender. As a result of the repossession, the Company was relieved of its obligation to settle the remaining outstanding balance on the related loan. The Company recognized a loss on disposal of $21,540, which is included in general and administrative expenses in the consolidated statement of income (loss) and comprehensive income (loss) under this arrangement.

NOTE 7 — INTANGIBLE ASSETS, NET

Net intangible assets consists of the following:

	June 30, 2025			June 30, 2024
License	$	418,867		$	-
Less: accumulated amortization		(53,427	)		-
Intangible asset, net	$	365,440		$	-

On November 5, 2024, the Company purchased a license of pharmaceutical distribution in Mainland China through its acquisition of 100% equity interest in Hupan Pharmaceutical. The Company recognized the distribution license as an intangible asset of $418,867 based on the assessment of fair value at the purchase date (see Note 21), adjusted by deferred taxes impact on temporary tax differences in an asset acquisition using the simultaneous equations method. The transaction was closed on November 21, 2024. No impairment expense was recognized for the year ended June 30, 2025. Amortization expense of $53,427 was recognized for the year ended June 30, 2025.

NOTE 8 — LEASES

The Company has multiple lease agreements for warehouses, warehouse machinery and equipment and offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

AsThe ofCompany entered into three new operating lease agreements for the year ended June 30, ~~2024,~~2025. ~~the~~The ~~Company~~ ROU asset was recognized ~~additional~~at ~~operating~~the discount rate of 10.25% for one lease with ~~liabilities~~a lease term of $1~~,358,796~~.6 ~~compared~~years toin the ~~June 30~~U.S., ~~2023~~of ~~balance~~4.42% offor ~~$2,334,415,~~another aslease ~~result~~with a lease term of ~~entering into~~2 ayears ~~new~~in ~~operating~~China, ~~lease~~and ~~agreement~~of 4.42% ~~The~~for ~~ROU~~another lease ~~asset~~with ~~was~~a ~~recognized~~lease atterm ~~the~~of ~~discount~~5 ~~rate~~years ofin ~~8.50%~~China, resulting in a total of $21,~~094~~451,~~498~~938 on the commencement date.

As of June 30, 2024, the Company recognized additional finance lease liabilities of $19,982, as result of entering into a new finance lease agreement. The ROU asset was recognized at the discount rate of 8.50%, resulting in $19,982 on the commencement date.F-25

Total operating lease expenses on offices, warehouses, and warehouse equipment for the years ended June 30, 2024 and 2023 were $1,005,686 and $826,284, respectively.

Total finance lease expenses on warehouse machinery and equipment for the years ended June 30, 2024 and 2023 were $32,525 and $33,756, respectively. Amortization of finance lease right-of-use assets were $30,712 and $31,780 for the years ended June 30, 2024 and 2023, respectively.

The following table includes supplemental cash flow and non-cash information related to leases:

	June 30, 2024		June 30, 2023
Cash paid of amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	846,992	$	833,365
Operating cash flows from finance leases	$	1,813	$	1,976
Financing cash flows from finance leases	$	29,628	$	20,640
Right-of-use assets obtained in exchange for lease obligations:
Operating lease liabilities	$	2,094,498	$	124,600
Finance lease liabilities	$	19,982	$	32,107

F-20

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 58 — LEASES (cont.)

For the year ended June 30, 2025, the Company entered into two new finance lease agreements for the year ended June 30, 2025. The ROU asset was recognized at the discount rate of 9.75% and 10.75% respectively for two leases with the lease term of 5 years and 5 years respectively in the U.S., resulting in a total of $89,003 on the commencement date.

Total operating lease expenses on offices, warehouses, and warehouse equipment for the years ended June 30, 2025 and 2024 were $2,042,946 and $1,005,686, respectively.

Total finance lease expenses on warehouse machinery and equipment for the years ended June 30, 2025 and 2024 were $38,540 and $32,525, respectively. Depreciation of finance lease right-of-use assets were $32,681 and $30,712 for the years ended June 30, 2025 and 2024, respectively.

The following table includes supplemental cash flow and non-cash information related to leases:

	For the years ended,
	2025		2024
Cash paid of amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,540,032	$	846,992
Operating cash flows from finance leases	$	5,859	$	1,813
Financing cash flows from finance leases	$	30,779	$	29,628
Right-of-use assets obtained in exchange for lease obligations:
Finance lease liabilities	$	89,003	$	19,982
Operating lease liabilities	$	1,451,938	$	2,094,498

The weighted average remaining lease terms and discount rates for all of operating lease and finance leases is as follows:

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Weighted-average remaining lease term (years):
Operating lease		32.0544 years			13.5505 years
Finance lease		13.3119 years			1.6331 years
Weighted average discount rate:
Operating lease		67.3000	%		36.4230	%
Finance lease		69.5132	%		46.1151	%

~~The following is a schedule of maturities of operating and finance lease liabilities as of June 30, 2024:~~F-26

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — LEASES (cont.)

The following is a schedule of maturities of operating and finance lease liabilities as of June 30, 2025:

Operating leases

Twelve months ending June 30,	Repayment
2025	$	1,391,267
2026	$	2,500,558
2026		1,245,608
2027		574,730
2027		529,084
2028		594,275
2028		548,629
2029		567,260
2029		521,614
2030		22,823
Total future minimum lease payments		4,~~236~~259,~~202~~646
Less: imputed interest		(~~542~~376,~~991~~574	)
Total operating lease liabilities	$	3,~~693~~883,~~211~~072

Financing leases

Twelve months ending June 30,	Repayment
2025	$	38,961
2026	$	53,409
2026		14,994
2027		24,810
2027		3,154
2028		21,656
Total future minimum lease payments		57,109
2029		21,656
Less: imputed interest		(2,030	)
2030		7,219
Total finance lease liabilities	$	55,079
Total future minimum lease payments		128,750
Less: imputed interest		(15,448	)
Total finance lease liabilities	$	113,302

~~F-21~~NOTE 9 — ACCRUED LIABILITIES AND OTHER PAYABLES

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables comprise the following amounts relating to the operation of the Company

	June 30, 2024		June 30, 2023
	June 30, 2025		June 30, 2024
Credit card payables	$	~~235~~370,~~673~~766	$	~~141~~235,~~645~~673
Payroll liabilities		~~120~~378,~~379~~358		58120,~~853~~379
Accrued expense		435,019		112,044
Accrued expense (a)		806,324		435,019
Other payables (a)		544,733		13,159
Other payables		564,546		544,733
Total	$	12,~~335~~119,~~804~~994	$	~~325~~1,~~701~~335,804

Note (a): The balance mainly consists of ~~payable~~accrued ~~related~~interest toof ~~initial~~$220,823 ~~offering~~and ~~cost~~$175,019, accrued insurance expense of $~~541~~10,~~819~~080 and $nil, and accrued professional fee of $526,282 and $260,000 as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively.

~~NOTE 7 — LOANS PAYABLE~~F-27

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — LOANS PAYABLE

The Company obtained multiple loans to finance the purchase of vehicles and warehouse machinery and obtained other loans to support its working capital needs.

The loan balance consists of the following:

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Equipment loans	$	84,357		$	148,338
Equipment loans (a)	$	34,645		$	84,357
Vehicle loans		146,283			202,265
Vehicle loans (b)		88,762			146,283
Other loans		~~652~~1,~~697~~237,103			~~467~~652,~~684~~697
Total		~~883~~1,~~337~~360,510			~~818~~883,~~287~~337
Less: loan payable, current		(~~746~~1,~~962~~300,112	)		(~~586~~746,~~688~~962	)
Loan payable, non-current	$	~~136~~60,~~375~~398		$	~~231~~136,~~599~~375

(a) Equipment loans

OnThe Company ~~December 7,~~made ~~2020,~~ the ~~Company~~ ~~entered~~total ~~into~~principal anrepayments ~~equipment~~of ~~loan~~$49,712 ~~with~~and ~~Toyota~~$63,981 ~~Commercial~~in ~~Finance~~connection ~~for~~with athe ~~principal~~equipment ~~amount~~loans ofduring ~~$48,033~~the atyears aended June ~~fixed~~30, ~~interest~~2025 ~~rate~~and of2024, 3respectively.~~99% per~~ ~~annum~~Interest ~~with~~expenses afor ~~maturity~~the ~~date of December~~above-mentioned 1,equipment ~~2025.~~loans ~~The~~amounted ~~loan~~to ~~balance was~~ $155,~~427~~235 and $259,~~211~~168 during asthe ofyears ended June 30, ~~2024~~2025 and ~~2023~~2024, respectively. The Company did not have any new equipment loan during the year ended June 30, 2025.

On(b) ~~December 3,~~Vehicle 2020, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $3,150 at a fixed interest rate of 6.75% per annum with a maturity date of December 2, 2023. The loan balance was $nil and $570 for as of June 30, 2024 and 2023, respectively.loans

OnDuring the year ended June ~~March 11~~30, ~~2021~~2025, the Company entered into ana ~~equipment~~new vehicle loan with ~~Toyota~~Tesla, ~~Commercial~~Inc. ~~Finance~~ for a principal amount of $3 102,~~150~~235 at a fixed interest rate of 6 9.7514% per annum with a maturity date of ~~March~~October 1018, ~~2024~~2030. ~~The~~During ~~loan~~the ~~balance~~year ended June 30, 2025, the lender repossessed a vehicle previously held by the Company under a financing arrangement. As a result of the repossession, the Company was ~~$nil~~relieved ~~and~~of ~~$848~~its asobligation to settle the remaining outstanding balance on the related loan. The Company recognized a loss on disposal of ~~June 30~~$21,540, which is included in general ~~2024~~and administrative expenses in the consolidated statement of income (loss) and ~~2023,~~comprehensive ~~respectively~~income (loss) under this arrangement.

FThe Company made the total principal repayments of $65,987 and $55,981 in connection with the above vehicle loans during the years ended June 30, 2025 and 2024, respectively. Interest expenses for the above-22mentioned above vehicle loans amounted to $11,037 and $6,188 during the years ended June 30, 2025 and 2024, respectively.

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — LOANS PAYABLE (cont.)

On March 9, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $12,700 at a fixed interest rate of 3.99% per annum with a maturity date of July 6, 2025. The loan balance was $3,642 and $6,867 as of June 30, 2024 and 2023, respectively.

On April 7, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $12,700 at a fixed interest rate of 3.99% per annum with a maturity date of July 6, 2025. The loan was guaranteed by Mr. Henry Liu, the Chairman of the Board and CEO. The loan balance was $3,642 and $6,867 as of June 30, 2024 and 2023, respectively.

On June 4, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $26,800 at a fixed interest rate of 3.79% per annum with a maturity date of June 3, 2025. The loan balance was $7,085 and $13,907 as of June 30, 2024, and 2023, respectively.

On June 14, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $20,724 at a fixed interest rate of 6% per annum with a maturity date of August 06, 2024. The loan balance was $1,252 and $8,504 as of June 30, 2024 and 2023, respectively.

On July 13, 2021, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $8,465 at a fixed interest rate of 6% per annum with a maturity date of June 30, 2024. The loan balance was $256 and $3,234 as of June 30, 2024 and 2023, respectively.

On September 28, 2021, the Company entered into another equipment loan with Toyota Commercial Finance for a principal amount of $23,600 at a fixed interest rate of 3.54% per annum with a maturity date of June 30, 2024. The loan balance was $690 and $8,812 as of June 30, 2024 and 2023, respectively.

On February 21, 2023, the Company entered into an equipment loan with Toyota Commercial Finance for a principal amount of $29,705 at a fixed interest rate of 7.90% per annum with a maturity date of February 20, 2027. The loan balance was $20,823 and $27,571 as of June 30, 2024 and 2023, respectively.

On June 10, 2021, the Company entered into an equipment loan with Amur Equipment Finance for a principal amount of $41,239 at a fixed interest rate of 13.92% per annum with a maturity date of June 9, 2026. The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO. The loan term was 5 years. The loan balance was $18,972 and $27,077 as of June 30, 2024 and 2023, respectively.

On September 9, 2021, the Company entered into an equipment loan with Hatachi Capital America Corp. for a principal amount of $28,450 at a fixed interest rate of 9.49% per annum with a maturity date of March 15, 2026. The loan balance was $12,569 and $18,871 as of June 30, 2024 and 2023, respectively.

The Company made the total principal repayments of $73,149 and $68,230 in connection with the above equipment loans during the years ended, 2024 and 2023, respectively. Interest expenses for the above-mentioned equipment loans amounted to $9,168 and $11,511 for years ended, 2024 and 2023, respectively.

Vehicle loans

On May 20, 2020, the Company entered into a vehicle loan with BMW Financial Services for a principal amount of $77,844 at a fixed interest rate of 0.9% per annum with a maturity date of June 4, 2025. The loan balance was $15,853 and $31,567 as of June 30, 2024 and 2023, respectively.

On July 29, 2021, the Company entered into a vehicle loan with AutoNation Honda O’Hare for a principal amount of $41,851 at a fixed interest rate of 1.90% per annum with a maturity date of August 10, 2025. The loan was guaranteed by Mr. Henry Liu, the Chairman of the Board and CEO. The loan balance was $12,540 and $23,076 as of June 30, 2024 and 2023, respectively.

F-23

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — LOANS PAYABLE (cont.)

On June 3, 2022, the Company entered into a vehicle loan with Tesla, Inc. for a principal amount of $101,050 at a fixed interest rate of 3.24% per annum with a maturity date of June 18, 2027. The loan balance was $62,630 and $82,203 as of June 30, 2024 and 2023, respectively.

On January 23, 2023, the Company entered into a vehicle loan with Tesla, Inc. for a principal amount of $68,540 at a fixed interest rate of 5.34% per annum with a maturity date of February 9, 2029. The loan balance was $55,259 and $65,418 as of June 30, 2024 and 2023, respectively.

The Company made the total principal repayments of $62,169 and $52,233 in connection with the above vehicle loans during the years ended, 2024 and 2023, respectively. Interest expenses for the above-mentioned above vehicle loans amounted to $6,188 and $5,352 for years ended, 2024 and 2023, respectively.

Other loans

	June 30, 2024		June 30, 2023
	June 30, 2025		June 30, 2024
Loan A	$	~~150~~120,000	$	~~300~~150,000
Loan B		—50,000		17200,~~684~~000
Loan C		~~200~~50,000		~~100~~50,000
Loan D		5095,000		50175,000
Loan E		~~175~~12,~~000~~009		—77,697
Loan F		7750,~~697~~000		—
Total	$	652,697	$	467,684
Loan G		19,995		—
Loan H		99,975		—
Loan I		317,252		—
Loan J		10,000		—
Loan K		100,000		—
Loan L		50,003		—
Loan M		23,347		—
Loan N		139,595		—
Loan O		99,927		—
Total	$	1,237,103	$	652,697

(a) The Company entered a loan of $300,000 with an unrelated party on March 1, 2022. The loan is unsecured, with a fixed interest of 15% per annum and payable on monthly basis, for 6 months period and matured on September 1, 2022. On September 1, 2022, both parties agreed to extend the loan’s principal payment term to on demand. The Company has made repayment of $150,000 during the year ended June 30, 2024.F-28

~~(b)~~LAKESIDE ~~The~~HOLDING ~~Company~~LIMITED NOTES ~~entered~~TO aCONSOLIDATED ~~loan~~FINANCIAL of $150,000 with an unrelated party on January 28, 2022. The loan is personally guaranteed by Henry Liu, the Chairman of the Board and CEO, with a fixed interest of 9.99% per annum for 18 months period and matured on August 14, 2023. The monthly payment is $9,014 blending of interest and principal.STATEMENTS

~~(c)~~NOTE ~~The~~10 — LOANS ~~Company entered a loan of $200,000 with an unrelated party on July 26, 2021~~PAYABLE (cont. The loan is unsecured, with no interest bearing for 6 months period and matured on January 25, 2022. The Company paid a principal of $100,000 during the year ended June 30, 2021 and both parties agreed to extend the remaining principal balance of $100,000 payment term to on demand. On April 8, 2024, the Company entered another loan of $100,000 with the same party. The loan is unsecured, with no interest bearing for a 6-month period and matured on September 7, 2024.)

(da) The Company entered a loan ~~agreement~~ of 50$300,000 with ana ~~employee~~third party on ~~October~~March 271, ~~2021~~2022. The loan is ~~non-~~unsecured, with a fixed interest ~~bearing~~of 15% per annum and payable on monthly basis, for a6 ~~12-month~~months period, and matured on ~~October~~September 261, 2022. On September 1, 2022, both parties agreed to extend the loan’s principal payment term to on demand. The Company has made repayment of $30,000 during the year ended June 30, 2025.

(b)

The Company entered a loan of $200,000 with a third party on July 26, 2021. The loan is unsecured, with no interest bearing for 6 months period and matured on January 25, 2022. The Company paid a principal of $100,000 during the year ended June 30, 2021 and both parties agreed to extend the remaining principal balance of $100,000 payment term to on demand. On April 8, 2024, the Company entered another loan of $100,000 with the same party. On June 27, 2025, the Company entered another loan of $50,000 with the same party. The loan is unsecured, with no interest bearing for a 6-month period and matured on September 7, 2024. The Company has made repayment of $200,000 during the year ended June 30, 2025.

(c)	The Company entered a loan agreement of $50,000 with an employee on October 27, 2021. The loan is non-interest bearing, for a 12-month period, and matured on October 26, 2022.

On October 26, 2022, both parties agreed to extend the loan term to on demand.

(ed) The Company entered a loan agreement of $100,000 with ana ~~unrelated~~third party on July 3, 2023. The loan is non-interest bearing, for a 6-month period ~~and both parties agreed to extend the remaining principal balance of $100,000 payment term to on demand~~.

On April 10, 2024, the Company entered another loan agreement of $75,000 with same party. The loan is non-interest bearing, for a 6-month period, and matured on September 9, 2024.

~~(f)~~ The Company ~~entered~~made arepayment ~~loan~~ of $~~125~~80,000 during ~~with~~the anyear ~~unrelated~~ended ~~party~~June ~~on August 17~~30, ~~2023~~2025. ~~The~~Both ~~loan~~parties isagreed ~~personally~~to ~~guaranteed~~extend ~~by Henry Liu,~~ the ~~Chairman~~remaining ofprincipal ~~the~~balance ~~Board and CEO, with a fixed interest~~ of ~~16.00% per annum for 24 months period and matured on August 16~~$95,000 ~~2025. The monthly~~ payment isterm ~~$6,120~~to ~~blending~~on ~~of interest and principal~~demand.

F-(e) The Company entered a loan of $125,000 with a third party on August 17, 2023. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 16.00% per annum for 24 months period and matured on August 16, 2025. The monthly payment is $6,120 blending of interest and principal. (f) On October 16, 2024, the Company entered a loan of $150,000 with a third party. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 33.37% per annum and payable on monthly basis, for 12 months period and matured on October 16, 2025. The monthly payment is $16,250 for the first six months and $13,250 for the remaining six months blending of interest and principal. (g) The Company entered a loan of $45,000 with a third party on November 5, 2024. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 24.16% per annum and payable on monthly basis, for 12 months period and matured on November 5, 2025. The monthly payment is $4,259 blending of interest and principal. (h) The Company entered a loan of $99,975 with a third party on January 21, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on July 21, 2025. (i) The Company entered a loan of $350,000 with a third party on May 17, 2025. The loan is personally guaranteed by Henry Liu, the CEO, and Shuai Li, the Shareholder, with a fixed interest of 45.7% per annum and payable on weekly basis, for 52 weeks and matured on May 16, 2026. The monthly payment is $8,413 blending of interest and principal.

F-29

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 710 — LOANS PAYABLE (cont.)

(j) The Company ~~made~~entered ~~the~~a ~~total principal~~loan ~~repayments~~of $10,000 with a third party on April 18, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on October 18, 2025. (k) The Company entered a loan of $~~228~~100,~~978~~000 with an unrelated party on June 30, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on December 30, 2025. (l) The Company entered a loan of $~~125~~67,~~949~~003 inwith ~~connection~~a third party on April 10, 2025. The loan is unsecured, with ~~the~~no ~~above~~interest ~~other~~bearing ~~loans~~for 6 months period and matured on October 10, 2025. The Company has made repayment of $17,000 during the ~~years~~year ended June 30, 2025. (m) The Company entered a loan of $23,347 (RMB167,250) with a third party on August 9, 2024. The loan is unsecured, with no interest bearing and ~~2023~~repayable on demand (n) The Company entered a loan of $139,595 ~~respectively~~(RMB1,000,000) with a third party on June 6, 2025. ~~Interest~~ ~~expenses~~The loan is unsecured, with no interest bearing for ~~the~~12 ~~above-mentioned other~~months ~~loans~~period ~~amounted~~and tomatured on May 31, 2026. (o) The Company entered a loan of $7699,~~967~~928 with a third party on June 27, 2025. The loan is at a fixed interest of 8.99% per annum and ~~$104~~payable on monthly basis,~~528~~ for ~~years~~11 ~~ended,~~months ~~2024~~period and ~~2023~~matured on May 27, ~~respectively~~2025. The monthly payment is $9,498 blending of interest and principal.

The Company made the total principal repayments of $553,440 and $214,986 in connection with the above other loans during the years ended June 30, 2025 and 2024, respectively. Interest expenses for the above-mentioned other loans amounted to $100,096 and $79,697 during the years ended June 30, 2025 and 2024, respectively.

The repayment schedule for the Company’s loans is as follows:

Twelve months ending June 30,	Vehicle loans			Equipment loans			Others			Total
2025	$	62,169		$	53,988		$	648,440		$	764,597
2026	$	37,167			30,977			1,311,400			1,379,544
2026		37,167			31,936			12,240			81,343
2027		35,353			5,790			—			41,143
2028		13,406			—			—			13,406
2029		8,937			—			—			8,937
Total undiscounted borrowings		~~157~~94,~~032~~863			9136,~~714~~767			~~660~~1,~~680~~311,400			~~909~~1,~~426~~443,030
Less: imputed interest		(106,~~749~~101	)		(72,~~357~~122	)		(774,~~983~~297	)		(2682,~~089~~520	)
Total	$	~~146~~88,~~283~~762		$	8434,~~357~~645		$	~~652~~1,~~697~~237,103		$	~~883~~1,~~337~~360,510

NOTE 8 11 — ~~GENERAL~~LOAN ~~AND~~FROM ~~ADMINISTRATIVE~~A ~~EXPENSES~~RELATED PARTY

	June 30, 2024		June 30, 2023
Payroll expense	$	2,328,547	$	1,197,082
Staff benefit expense		407,894		235,008
Office expense		394,630		179,547
Professional expense		381,932		104,177
Travelling and entertainment		188,679		161,290
Repair and maintenance		151,358		112,034
Lease expense		91,670		102,382
Depreciation expense		71,980		130,755
Insurance		38,470		31,337
Advertising		29,537		11,325
Other expense		27,943		35,268
Motor expense		24,433		29,949
Bank charges		1,117		1,158
Total	$	4,138,190	$	2,331,312

On March 1, 2025, the Company entered into a loan agreement with a related party – ABL Shenzhen (see Note 14) for a principal amount up to $124,176, bearing interest at a fixed interest rate of 7.79% per annum, with a maturity date of March 1, 2028. The loan balance was $124,176 as of June 30, 2025, respectively, and interest expense in connection with the loan for the years ended June 30, 2025 was $2,418.

F-2530

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 912 — ~~RELATED~~CONVERTIBLE ~~PARTY TRANSACTIONS~~DEBTS

~~The~~On ~~relationship~~March of5, ~~related~~2025, ~~parties~~the ~~is summarized~~Company asentered ~~follow:~~into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”).

Name of Related Party		Relationship to the Company
Mr. Henry Liu		Chairman of the Board, CEO, and an ultimate shareholder of the Company
Mr. Shuai Li		President, COO, and an ultimate shareholder of the Company
Weship Transport Inc. (“Weship”)		Controlled by Mr. Henry Liu
American Bear Logistics (Wuhan) Co., Ltd. (“ABL Wuhan”)		The Company owns 5% of equity interest
LLL Intermodal Inc. (“Intermodal”)		Controlled by Mr. Henry Liu

Under the Securities Purchase Agreement, the Company agreed to issue 7% original issue discount secured convertible promissory notes (“Notes”) in the aggregate principal amount of up to $4.5 million and accompanying Warrants (as defined below), in up to three separate tranches that are each subject to certain closing conditions (the “Financing”). On March 5, 2025, the initial closing of the first tranche (the “First Closing of First Tranche”) occurred, pursuant to which the Company issued to the Investor a Note in a principal amount of $1,000,000 (the “First Tranche”). For the subsequent closing of the first tranche, the Investor agreed to purchase an additional Note in the principal amount of $500,000, subject to the satisfaction of certain closing conditions including the Equity Conditions (as defined in the Securities Purchase Agreement), after a resale Registration Statement on Form S-3 or S-1 (the “Resale Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “Commission”) for the registration of common stock of the Company (the “Common Stock”) issuable upon conversion of the Notes and the Warrants (as defined below). The Company and the Investor may also, pursuant to the Securities Purchase Agreement, choose to consummate a second tranche and a third tranche of financing, subject to certain closing conditions.

Pursuant to the Securities Purchase Agreement, the Company agreed to issue, upon the consummation of the closing of each tranche, common stock purchase warrants (“Warrants”) to the Investor, in each case to purchase a number of shares of common stock determined by dividing 40% of the applicable principal amount of the corresponding Note by the VWAP (as defined in the Securities Purchase Agreement) ~~Summary~~ immediately prior to the applicable closing date. In the First Closing of ~~balances~~the ~~with~~First ~~related~~Tranche, ~~parties~~the Company issued Investor Warrants 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.

~~Due~~The ~~from~~Note ~~related~~does ~~parties~~not ~~consist~~bear any interest absent an Event of ~~mainly~~Default ~~rent~~(as ~~receivables~~defined ~~from~~in the ~~following:~~Note) and matures on June 5, 2026. Commencing on the earlier of (i) the 60-day anniversary after the date hereof and (ii) the date on which the first Resale Registration Statement shall have been declared effective by the Commission, the Company is required to pay to the Investor the outstanding principal balance under the Note in monthly installments, on such date and each one (1) month anniversary thereof, in an amount equal to 105% of the total principal amount multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date of the Note, until the outstanding principal amount has been paid in full or, if earlier, upon acceleration, conversion or redemption of the Note in accordance with its terms. All monthly payments are payable by the Company, in cash, provided that under certain circumstances, as provided in the Note, the Company may elect to pay in common stock. The number of common shares to be converted shall be calculated by the monthly payment divided by the Conversion Price. The Conversion Price is the lesser of (i) the initial fixed conversion price of $1.9098 and (ii) 95% of the average of the four lowest daily VWAPs during the 20 trading day period immediately preceding the applicable payment date, provided that such price shall not be less than the Floor Price of $0.234. At any time after the original issuance date, the Note shall be convertible (in whole or in part) at the option of the Investor into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the outstanding Principal and any accrued and unpaid interest thereon that Invest elects to convert by (y) the Applicable Conversion Price then in effect on the date.

	June 30, 2024		June 30, 2023
Due from Weship	$	422,742	$	731,243
Due from Intermodal		18,537		14,887
Total	$	441,279	$	746,130

On April 22, 2025, the Second Closing of the First Tranche was consummated. The Company issued Investor Warrants to purchase 202,082 shares of common stock at an initial exercise price of $1.929 per share, subject to certain adjustments set forth therein.

The Company ~~has~~evaluated ~~collected~~the Note ~~approximately~~with ~~$nil~~conversion ~~from Weship~~features asand ofthe detachable warrant under the ~~report~~guidance ~~date~~of ASC 470-20, “Debt with Conversion and isOther ~~planning~~Options, as toamended ~~collect~~by ASU 2020-06” and ASC 815, “Derivatives and Hedging.” The Company determined that the ~~remaining~~warrant ~~receivable~~met ~~balance~~the ~~from~~criteria for ~~three~~equity ~~related~~classification ~~parties~~under byASC 815-40. Accordingly, the ~~end~~relative fair value of ~~December 2024~~the warrant was recorded as a component of additional paid-in capital on the issuance date.

The Company determined that embedded derivative meets the definition of derivative instruments under ASC 815, Derivatives and Hedging. Following the adoption of ASU 2020-06, the Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium.

F-31

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 — CONVERTIBLE DEBTS (cont.)

The Company accounted for the host debt as a liability recorded at amortized cost under ASC 470-10, net of issuance costs and any discount that allocated to debt component.

The debt discount and issuance cost will be amortized to interest expense over the term of the Note using the effective interest method.

The Company recorded $667,068, net of the discount and debt issuance cost of $215,867, as the balance of the debt component and $88,444, net of the discount and debt issuance cost of $28,621, as the equity for the warrants at the inception point of the first Closing date by assessing the fair value of each component.

The Company recorded $361,661, net of the discount and debt issuance cost of $74,075, as the balance of the debt component and $53,340, net of the discount and debt issuance cost of $10,924, as the equity for the warrants at the inception point of the second Closing date by assessing the fair value of each component.

The relative fair value of warrants of first closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $1.21, risk free rate of 4.08%, expected term of 5 years; exercise price of the warrants of $1.9098, volatility of 46.09%; and expected future dividends of nil.

The relative fair value of warrants of second closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $0.93, risk free rate of 3.98%, expected term of 5 years; exercise price of the warrants of $1.929, volatility of 46.37%; and expected future dividends of nil.

The Company applied the relative fair value method to allocate the proceeds from the issuance of convertible debt. The Note’s original issue discount and incurred total issuance costs were allocated to the note payable and warrants on the relative fair value basis in accordance with ASC 835-30 and ASC 470-20. The debt discount and issuance cost allocated to the loan component will be amortized to interest expense over the term of the Convertible Debts using the effective interest method.

The initial purchaser’s discount and debt issuance costs primarily consisted of underwriting fees, lawyers fee, investor legal fee, auditor fee and SEC registration fee. These costs were allocated to the debt and equity component based on the allocation of the proceeds as follows:

	Amount		Equity Component		Debt Component
Initial purchaser’s debt discount	$	105,000	$	12,693	$	92,307
Debt issuance cost		224,488		26,852		197,636
Total	$	329,488	$	39,545	$	289,943

F-32

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 — CONVERTIBLE DEBTS (cont.)

The portion allocated to debt component is amortized to interest expense using the effective interest method over the effected life of the Notes, or approximately 13 and 15 months term. The effective interest rate on the liability component of the Notes for the period from date of issuance is 86.52% and 60.80% for the first closing and second closing, which remains unchanged from the date of issuance.

	June 30, 2025
Long term debt
Outstanding principal	$	1,021,819
Unamortized Initial Purchaser’s debt discount and debt issuance cost		(150,948	)
Accrued interest		39,804
Net carrying amount	$	910,675

Convertible debts, current	$	910,675
Convertible debts, non-current		-
Total	$	910,675

The Company recognized interest expense of $229,254 for the year ended June 30, 2025, which includes $138,994 related to the amortization of the debt discount and issuance costs.

NOTE 13 — GENERAL AND ADMINISTRATIVE EXPENSES

	For the years ended June 30,
	2025		2024
Payroll expense	$	3,335,113	$	2,328,547
Staff benefit expense		539,026		407,894
Professional expense		1,387,960		381,932
Travelling and entertainment		487,684		188,679
Office expense		438,372		394,630
Lease expense		349,550		91,670
Insurance		271,311		38,470
Other expense		240,157		27,943
Repair and maintenance		117,826		151,358
Depreciation on plant property and equipment		106,853		71,980
Advertising		46,354		29,537
Rent expense of short-term leases		7,390
Motor expense		18,680		24,433
Bank charges		3,039		1,117
Management fee		8,164		—
Amortization on intangible assets		53,427		—
Total	$	7,410,906	$	4,138,190

F-33

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 — RELATED PARTY TRANSACTIONS

The relationship of related parties is summarized as follows:

Name of Related Party		Relationship with the Company
Mr. Henry Liu		CEO, and an ultimate shareholder of the Company
Mr. Shuai Li		President, and an ultimate shareholder of the Company
Weship Transport Inc. (“Weship”)		Controlled by Mr. Henry Liu
American Bear Logistics (Wuhan) Co., Ltd. (“ABL Wuhan”)		The Company owns 5% of equity interest
American Bear Logistics (Shenzhen) Co., Ltd. (“ABL Shenzhen”)		100% owned subsidiary of ABL Wuhan
LLL Intermodal Inc. (“Intermodal”)		Controlled by Mr. Henry Liu
ABL LAX LLC. (“ABL LAX”)		Controlled by Mr. Henry Liu and Mr. Shuai Li

Other receivable from related parties

Other receivable from related parties consists of balances with the parties listed below, arising from interest receivable, storage income, rental income, contractor salaries charged by related parties, other expenses paid on their behalf:

	June 30, 2025			June 30, 2024
Other receivable from Weship	$	753,116		$	422,742
Other receivable from Intermodal		99,635			18,537
Other receivable from ABL LAX		18,291			—
Other payable to ABL Shenzhen		(1,612	)		—
Total	$	869,430		$	441,279

The Company has fully collected receivable from ABL LAX and collected approximately $59,000 from Weship and $54,000 from Intermodal as of the October 8, 2025, and is planning to collect the remaining receivable balance from three related parties by the end of December 2025.

Summary of balances payable to related parties

	June 30, 2024		June 30, 2023
	June 30, 2025		June 30, 2024
Account payable to Weship	$	~~175~~35,~~172~~003	$	~~365~~175,~~413~~172
Account payable to ABL Wuhan		529,~~000~~012		—52,000
Account payable to Intermodal		~~550~~21,222		—550
Total	$	~~227~~65,~~722~~237	$	~~365~~227,~~413~~722

Summary of balances receivable from related parties

	June 30, 2024		June 30, 2023
	June 30, 2025		June 30, 2024
Account receivable from Weship	$	32,435	$	44,627
Accounts receivable from Weship	$	8,853	$	32,435
Account receivable from ABL Wuhan		744,961		—
Accounts receivable from ABL Shenzhen		129,588		—
Total	$	777,396	$	44,627
Accounts receivable from ABL Wuhan		257,890		744,961
Total	$	396,331	$	777,396

~~F-26~~The Company has fully collected the accounts receivables from the related parties as of October 8, 2025.

F-34

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 914 — RELATED PARTY TRANSACTIONS (cont.)

Loan receivable from related parties

	June 30, 2025		June 30, 2024
Loan receivable from Weship	$	148,000	$	-
Loan receivable from ABL LAX		129,741		-
Total	$	277,741	$	-

During the fiscal year ended June 30, 2025, the Company entered into a loan agreement with related parties to support working capital needs. The loan bears interest at an annual rate of 8.99%, with the outstanding principal not exceeding US$1.0 million. The loan matures within twelve months from the date of execution. As of June 30, 2025, the total loan receivable from related parties was $0.3 million.

Summary of related parties’ transactions

	For the years ended June 30,
	2024		2023
	2025		2024
Revenue from Weship	$	28,870	$	109,314
Revenue from Weship (a)	$	8,241	$	28,870
Revenue from ABL Wuhan	$	1,835,377	$	—
Revenue from ABL Wuhan (a)	$	1,196,119	$	1,835,377
Cost of revenue charged by Weship	$	1,555,680	$	1,598,143
Revenue from ABL Shenzhen (a)	$	698,371		-
Rental income from Weship	$	288,185	$	481,252
Revenue from ABL LAX	$	3,084		-
Cost of revenue charged by Intermodal	$	564,519	$	325,237
Cost of revenue charged by Weship (b)	$	869,975	$	1,555,680
Cost of revenue charged by ABL Wuhan	$	162,625	$	—
Rental income from Weship (c)	$	331,665	$	288,185
Rental income from Intermodal (d)	$	20,021		-
Cost of revenue charged by Intermodal (e)	$	673,823	$	564,519
Cost of revenue charged by ABL Wuhan (f)	$	133,403	$	162,625
Cost of revenue charged by ABL LAX (g)	$	2,737
Interest expense charge by ABL Shenzhen (see Note 11)	$	2,418		-

During the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen, ABL LAX and Intermodal

(a) The Company provides logistic forwarding services to Weship, ABL Wuhan and ABL ~~Wuhan~~Shenzhen and charges Weship, ABL Wuhan and ABL ~~Wuhan~~Shenzhen at its regular market rate for the services provided.

(b)	Weship is one of the Company’s vendors for truck delivery service.

(c) The Company subleased portion of its warehouse space to Weship for rental income. The Company subleased its warehouse in Chicago to Weship in July 2023 and again for the period from January 2024 to June ~~2024~~2025. The Company also subleased another warehouse inwith ~~Los~~monthly ~~Angeles~~rent ~~beginning~~of in$6,500 from August 01, 2023 to October 31, 2024.

(d) The Company subleased portion of its warehouse space to Intermodal for four months and another warehouse for twelve months. (e) Intermodal is one of the Company’s vendors, ~~for~~providing truck delivery service and provides labour forces.

(ef) ABL Wuhan provides labor force and certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

(g)	ABL LAX provides service of arranging goods in and out of warehouse.

F-35

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 — RELATED PARTY TRANSACTIONS (cont.)

Due to shareholders

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Due to shareholders, end	$	~~(1,018,281~~—	)	$	(901,~~000~~018,281	)

The balance with the shareholders is unsecured, interest free, and due on demand. The Company had balance of due to shareholder Henry Liu of $~~986,923~~nil and $90986,~~000~~923 and Shuai Li of $nil and $31,358 ~~and~~ ~~$nil~~ as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively.

Dividend payable to shareholders

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Dividend payable to Mr. Henry Liu	$	~~(27,056~~—	)	$	(27,056	)
Dividend payable to Mr. Shuai Li		~~(71,794~~—	)		(71,794	)
Total	$	~~(98,850~~—	)	$	(98,850	)

No ~~non-taxable~~ dividend was declared to shareholders for the ~~year~~years ended June 30, ~~2024~~2025. ~~During~~As ~~the~~of ~~year ended~~ June 30, ~~2023~~2025, ~~ABL Chicago declared~~ non-taxable ~~dividend of~~ ~~total~~dividends ~~$200,000~~payable ~~to its two shareholders from its accumulated retained earnings,~~ of ~~which~~ $~~101~~98,~~150~~850 ofwere ~~dividends declared was~~ offset against balances due from shareholders.

F-27

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — RELATED PARTY TRANSACTIONS (cont.)

Salaries and employee benefits paid to major shareholders

	June 30, 2024		June 30, 2023
	For the years ended June 30,
Mr. Henry Liu	$	97,597	$	96,647
	2025		2024
Mr. Shuai Li		104,628		101,352
Mr. Henry Liu	$	110,205	$	97,597
Total	$	202,225	$	197,999
Mr. Shuai Li		115,282		104,628
Total	$	225,487	$	202,225

~~NOTE 10 — TAXES~~F-36

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 — TAXES

Corporate Income Taxes

Before the Reorganization, the Company was elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, the Company is not subject to Federal income tax and Illinois State tax. Taxable income “pass through” to the personal tax returns of the owners. However, Illinois allows subchapter S corporations to elect to pay the Pass-through Entity (“PTE”) tax at entity level for tax years ending on or after December 31, 2021 and beginning prior to January 1, 2026. The PTE tax rate is equal to 4.95% of the taxpayer’s net income for the taxable year. The S corporation making the election is liable for paying the PTE tax, and the shareholders will receive credit for the amount of PTE tax credit paid but shall be liable to pay any remaining tax based on their share of the pass-through entity’s income and credits. Illinois also taxes 1.5% replacement tax on S corporation’s net taxable income.

The Company terminated its status as a Subchapter S Corporation as of ~~June 30~~September 23, ~~2024~~2023, in connection with its Reorganization. As a C Corporation, the Company combined statutory income tax rate is 28% in each period, representing a U.S. federal income tax rate of 21.0% and 7% state income tax for Illinois. Also, as a C Corporation, the Company is subjected to Illinois State replacement tax at rate of 2.5% and no PTE tax is applicable.

~~The~~Under ~~Company’s~~the PRC ~~subsidiary,~~Enterprise Income ~~Wuhan~~Tax ~~ABL,~~Law ~~which~~(the ~~ceased~~“EIT ~~to a subsidiary since August 4~~Law”), ~~2023,~~the isstandard ~~governed~~enterprise ~~by the~~ income tax ~~laws~~rate offor ~~the~~domestic ~~PRC~~enterprises and isforeign ~~qualified~~invested ~~as small and micro-sized~~ enterprises ~~with annual taxable income less than RMB 3 million and~~ is ~~subjected to 5~~25% ~~of the preferential tax rate~~.

In conjunction with the termination of the Subchapter S corporation status, the C Corporation deferred tax assets and liabilities were estimated for future tax consequences attributable to difference between the financial statement carrying amounts of the Company’s existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities were measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized as a $72,152 decrease to the net deferred tax assets to $89,581 and an decrease to the provision for income taxes of $186,485 during the year ended June 30, 2024.

As of June 30, ~~2024~~2025 and ~~2023~~2024, the Company did not have an accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. For the ~~years~~period ended June 30, ~~2024~~2025 and ~~2023~~2024, no amounts were incurred for income tax uncertainties or interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examination by its major taxing authorities for all periods.

~~F-28~~The provision for income tax for the years ended June 30, 2025 and 2024 consists of the following:

	For the years ended June 30,
	2025		2024
Current income tax expense	$	233,855	$	46,996
Deferred income tax expense		68,022		(114,333	)
Total income tax expense	$	301,877	$	(67,337	)

F-37

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1015 — TAXES (cont.)

The ~~provision~~following ~~for~~table ~~income~~reconciles the statutory tax ~~for~~rate to the Company’s effective tax the years ended June 30, ~~2024~~2025 and ~~2023 consists of the following~~2024:

	June 30, 2024			June 30, 2023
	For the years ended June 30,
Current income tax expense	$	46,996		$	32,829
	2025			2024
Deferred income tax expense		(114,333	)		32,239
Loss before tax	$	(4,944,259	)	$	(295,614	)
Total income tax (credit) provision	$	(67,337	)	$	65,068
Statutory state tax rate		21	%		21	%
Income tax recovery at the federal statutory rate		(1,038,294	)		(62,079	)
Illinois state tax/PET tax recovery		(354,369	)		(2,171	)
Illinois replacement tax recovery		(126,560	)		(74	)
Non-deductible expense		32,864			-
Federal income tax		-			32,358
Change in valuation allowance		1,783,509			(35,371	)
Foreign tax rate differential		4,727			-
Total income tax expense	$	301,877		$	(67,337	)

The following table reconciles the statutory tax rate to the Company’s effective tax for the years ended June 30, 2024 and 2023:

	June 30, 2024			June 30, 2023
Income (loss) before tax	$	(295,614	)	$	1,008,798
Statutory state tax rate		21	%		6.45	%
Income tax (credit) expense at the federal statutory rate	$	(62,079	)	$	65,068
Illinois state tax/PET tax		(2,171	)		—
Illinois replacement tax		(74	)		—
Federal income tax		32,358			—
Non-capital loss not utilized adjustment		(35,371	)		—
Income tax provision		(67,337	)		65,068

F-29

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — TAXES (cont.)

The Company’s deferred tax assets and liabilities consist of the following:

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
Deferred tax assets:
Allowance for credit loss	$	1624,~~490~~940		$	116,~~671~~490
Lease liability – operating		1,~~126~~105,~~429~~147			~~150~~1,~~570~~126,429
Lease liability – financing		1634,~~799~~557			416,~~175~~799
Total deferred tax assets		1,159,718			156,416
Non-capital loss carried forward		1,569,089			-
Valuation allowance		(1,816,352	)		-
Total deferred tax assets	$	917,381		$	1,159,718
Deferred tax liabilities:
Property and equipment		-			(31,575	)
Right of use assets – operating		(880,513	)		(1,058,707	)
Right of use assets – operating		(1,058,707	)		(146,484	)
Right of use assets – financing		(28,608	)		(11,430	)
Right of use assets – financing		(11,430	)		(3,109	)
Intangible asset – license		(91,360	)		-
Total deferred tax liabilities		(1,~~070~~000,~~137~~481	)		(~~181~~1,~~168~~070,137	)
Deferred tax assets (liabilities), net	$	89,581		$	(24,752	)
Deferred tax (liability) assets, net	$	(83,100	)	$	89,581

~~NOTE~~As 11of ~~— STOCKHOLDERS’~~June ~~EQUITY~~30, 2025, the accumulated tax losses of subsidiaries incorporated in the U.S. of approximately $4,673,000, are allowed to be carried forward to offset against future taxable profits. The carry forward of non-capital losses in the U.S. generally has no time limit, but the loss could be only offset up to 80% of taxable income in a given year. The carry forward of net operating loss generated by the subsidiaries incorporated in the PRC, subject to the agreement of the PRC tax authorities, of approximately $637,000 as of June 30, 2025 can be carried forward for 5 years.

F-38

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 — STOCKHOLDERS’ EQUITY

Common Stocks

The Company was incorporated under the laws of the State of Nevada on August 28, 2023. In accordance with the Company’s Articles of Incorporation, the Company is authorized to issue 50,000 shares of common stock with par value of $0.0001. 50,000 shares of common stocks of the Company were issued on August 28, 2023.

On October 25, 2023, the Company amended its Articles of Incorporation to increase its number of authorized common stocks from 50,000 shares to 200,000,000 shares.

On March 29, 2024, a 120-for-1 share split was conducted by the Company. After the share split and as of the date of this report, the issued share capital of the Company consists of $600 divided into 6,000,000 common shares, par value of $0.0001 each.

On June 24, 2025, the Company entered into a Securities Purchase Agreement with certain investors for the issuance and sale of an aggregate of 3,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $1.00 per share, resulting in total gross proceeds of approximately $3,000,000. Upon closing of the private offering, the Company issued 3,000,000 common shares and recorded as an increase to common stock of $300 and additional paid-in capital of $2,999,700 on the consolidated balance sheet.

As of June 30, 2025 and 2024, 10,500,000 and 6,000,000 common shares were issued and outstanding, respectively, with par value of $0.0001.

Additional Paid-in Capital

The Company ~~transferred~~has ~~its~~6,000,000 common ~~accumulated~~stock ~~retained~~issued ~~earnings~~and asoutstanding before the IPO with the amount of ~~September 23~~$642,639. ~~2023~~For ~~from~~the ~~retained~~period ~~earnings~~ended toJune ~~additional~~30, ~~paid-in capital as~~2025, the ~~original~~Company ~~owners’~~closed its ~~contribution~~IPO toand ~~the~~net ~~capital~~proceed offrom ~~the~~offering, ~~Company~~deducted ~~upon~~by the ~~Reorganization~~deferred IPO cost and par value with the ~~termination~~amount of S$4,300,152 ~~corporation~~was transferred to ~~for~~additional ~~ABL~~paid-in ~~Chicago~~capital.

FOn the issuance date of the Notes, the Company recorded the fair value of the warrant of $141,784 after allocation of discount and issuance cost (see Note12) as a component of additional paid-30in capital, using the Black-Scholes pricing model.

F-39

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 16 — ~~EARNINGS~~STOCKHOLDERS’ ~~PER~~EQUITY ~~SHARE~~(cont.)

For the years ended June 30, 2024 and 2023, the Company has no stock options and warrants issued and no impact on diluted earnings per share.

	For the years ended June 30,
	2024			2023
Net (loss) income attributable to the Company	$	(225,252	)	$	983,602
Weighted average number of common shares outstanding – Basic and Diluted		6,000,000			6,000,000
(Loss) earnings per share – Basic and Diluted	$	(0.04	)	$	0.16

NOTE 13 — CONCENTRATIONS AND CREDIT RISK

The Company had three and one third-party customers and one and no related-party customer individually generated over 10% of the Company’s total revenue for the years ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and 2023, the Company had one and two third-party customers and no and one related-party customer individually represented over 10% of account receivables, respectively.

The Company had one and no third-party suppliers and one and one related-party suppliers individually represented over 10% of the Company’s cost of revenue for the years ended June 30, 2024 and 2023, respectively. The Company had one and no third-party supplier and one and one related-party supplier represented over 10% of the Company’s accounts payable as of June 30, 2024 and 2023, respectively.

NOTE 14 — COMMITMENTS AND CONTINGENCIES

Contractual Commitments

As of June 30, 2024, the Company’s contractual obligations consist of the following:

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Operating lease obligations	$	4,236,202	$	1,391,267	$	1,774,692	$	1,070,243	$	—
Finance lease obligations		57,109		38,961		18,148		—		—
Vehicle loans		157,032		62,169		72,520		22,343		—
Equipment loans		91,714		53,988		37,726		—		—
Other loans		660,680		648,440		12,240		—		—
Total	$	5,202,737	$	2,194,825	$	1,915,326	$	1,092,586	$	—

F-31

LAKESIDE HOLDING LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 — COMMITMENTS AND CONTINGENCIES (cont.)

Contingencies

The Company may be involved in certain legal proceedings, claims and disputes arising from the commercial operations, which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position or results of operations or liquidity as of June 30, 2024 and 2023.

NOTE 15 — SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after June 30, 2024 up through the date the Company issued these consolidated financial statements, for disclosure or recognition in the consolidated financial statements of the Company as appropriate.

Incorporation of A Subsidiary

On July 10, 2024, the Company incorporated a wholly-owned subsidiary, Sichuan Hupan Jincheng Qiye Guanli Limited, in China, with registered capital of RMB 50 million (approximately $6.9 million).

Initial Public Offering

On July 1, 2024, the Company closed its IPO of 1,500,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $6.75 million from the offering. The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, and expenses, were approximately $5.79 million. Pursuant to the terms and conditions of the underwriting agreement, dated as of June 28, 2024, by and between The Benchmark Company, LLC and Axiom Capital Management, Inc., (the “Representative”) and the Company (the “Underwriting Agreement”), the underwriters had an overallotment option, exercisable for 30 days by July 30, 2024, to purchase up to an additional 225,000 shares from the Company at the offering price less of $4.50 the underwriting discount and commissions to cover over-allotments. As of the reporting date, no such option has been exercised.

Representative’s Warrants

Pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s Warrants”) to purchase 75,000 shares of common stock. The Representative’s Warrants are exercisable at a per share exercise price of $4.50 equal to IPO price and are exercisable at any time and from time to time, in whole or in part, during the period commencing on December 30, 2024 and terminating on June 30, 2029. Neither the Representative’s Warrants nor any of the shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of six months immediately following the commencement of sales of the offering.

FManagement determined that these warrants meet the requirements for equity classification under ASC 815-3240 because they are indexed to their own shares and meet the requirements for equity classification. The warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. The fair value of these warrants was $159,000, which was considered a direct cost of IPO and included in additional paid-in capital. The fair value has been estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $4.00, risk free rate of 4.3%, expected term of five years; exercise price of the warrants of $4.5, volatility of 61%; and expected future dividends of nil.

As of June 30, 2025, 75,000 warrants in connection with IPO funding was outstanding, with an exercise price of $4.5 and remaining life of 4.0 years.

Common stock purchase warrants

As of June 30, 2025, 318,827 warrants in connection with the first closing of the first tranche of the Notes were outstanding, with an exercise price of $1.9098 and remaining life of 4.68 years.

As of June 30, 2025, 202,082 warrants in connection with the second closing of the first tranche of the Notes were outstanding, with an exercise price of $1.929 and remaining life of 4.81 years.

Statutory reserves

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve as determined pursuant to PRC statutory laws totaled approximately $63,416 and nil as of June 30, 2025 and 2024, respectively.

F-40

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 — LOSS PER SHARE

For the year ended June 30, 2025, all potentially dilutive securities, including the convertible debenture and warrants, were excluded from the calculation of diluted loss per share because the Company was in a loss position. Their inclusion would have been antidilutive. For the year ended June 30, 2024, all potentially dilutive securities, including warrants, were excluded from the calculation of diluted loss per share because the Company was in a loss position. Their inclusion would have been antidilutive.

	For the years ended June 30,
	2025			2024
Net loss attributable to the Company	$	(5,246,136	)	$	(225,252	)
Weighted average number of common shares outstanding – Basic and Diluted		7,557,534			6,000,000
Loss per share – Basic and Diluted	$	(0.69	)	$	(0.04	)

NOTE 18 — SEGMENT REPORTING

The Company follows Financial Accounting Standards Board (FASB”) Accounting Standards codification “ASC”) Topic 280, Segment Reporting, as amended by Accounting Standards Update (“ASU”) No.2023-07. Segment Reporting Topic 280: Improvements to Reportable Segment Disclosures, the Company continually monitors the reportable segments for changes in fact and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary. An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

The Company’s chief operating decision maker (“CODM”) is Mr. Henry Liu, the CEO. The CODM regularly reviews financial information, including segment revenue, gross profit, significant segment expenses (selling expenses and general and administrative expenses), segment net income (loss), and segment assets to evaluate segment performance and allocate resources accordingly.

Based on internal management reporting and assessment, the Company concludes that it has two reporting segments listed as below for the year ended June 30, 2025 and one reporting segment for the year ended June 30, 2024. The Company and its subsidiaries are located either in the U.S. or China. The Company is primarily engaged in the business of providing customized cross-border freight solutions in the U.S. and distribution of pharmaceutical products in China. Segment net income (loss) excludes general corporate administrative expenses and selling expenses including corporate functional costs relating to professional expenses, payroll expense of management, and interest expenses in connection with convertible debt that are managed centrally at the corporate level and are excluded from the measure of segment performance reviewed by the CODM

F-41

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 — SEGMENT REPORTING (cont.)

The summary of key information by segments for the year ended June 30, 2025 was as follows:

	Cross-border freight solutions (U.S.)			Pharmaceutical distribution (China)		Others			Total for year ended June 30, 2025
Revenue from external customers	$	13,122,145		$	2,762,465	$	–		$	15,884,610
Revenue from related parties	$	1,905,815		$	–	$	–		$	1,905,815
Cost of revenue	$	13,699,648		$	1,212,318	$	–		$	14,911,966
Gross profit	$	1,328,312		$	1,550,147	$	–		$	2,878,459
Selling expense	$	–		$	309,249	$	84,041		$	393,290
General and administrative expense	$	4,766,407		$	314,975	$	2,329,524		$	7,410,906
Depreciation & amortization	$	182,718		$	14,476	$	54,760		$	251,954
Income tax provision (credit)	$	89,581		$	225,653	$	(13,357	)	$	301,877
Capital expenditure	$	79,728		$	65,522	$	5,654		$	150,904
Long-lived assets	$	3,290,286		$	380,407	$	455,842		$	4,126,535
Segment assets	$	6,810,674		$	2,730,023	$	4,864,764		$	14,405,461
Segment profit (loss)	$	(3,317,353	)	$	667,492	$	(2,596,275	)	$	(5,246,136	)

NOTE 19 — COMMITMENTS AND CONTINGENCIES

Contractual Commitments

As of June 30, 2025, the Company’s contractual obligations consist of the following:

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Operating lease obligations	$	4,259,646	$	2,500,558	$	1,169,005	$	590,083	$	—
Finance lease obligations		128,750		53,409		46,466		28,875		—
Vehicle loans		94,863		37,167		48,759		8,937		—
Equipment loans		36,767		30,977		5,790		—		—
Other loans		1,311,400		1,311,400		—		—		—
Convertible debts		1,152,692		1,152,692		—		—		—
Loan payable to a related party		124,176		-		124,176		—		—
Total	$	7,108,294	$	5,086,203	$	1,394,196	$	627,895	$	—

Contingencies

F-42

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 — ASSETS ACQUISITION

Hupan Pharmaceutical (Hubei) Co., Ltd acquisition

On November 5, 2024, the Company entered into an equity transfer agreement (the “Equity Transfer Agreement”) with Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd and Hubei Huayao Pharmaceutical Co., Ltd to acquire 100% of the equity interests in Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”), a pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China.

Pursuant to the Equity Transfer Agreement, Sichuan Hupan will acquire the entirety of the equity interests that Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd and Hubei Huayao Pharmaceutical Co., Ltd. hold in Hupan Pharmaceutical, for a total consideration of RMB4.0 million (US$552,730).

The acquisition was accounted for as an asset acquisition because the acquisition was related to the pharmaceutical distribution license, a single asset. The acquisition was closed on November 21, 2024. The following table summarizes the fair value of the identifiable assets:

	Amount

Total consideration in cash	$	552,730

Assets acquired and liabilities assumed:
Cash acquired		9
Original paid in capital paid to Hupan Pharmaceutical		276,365
Intangible assets – license of pharmaceutical distribution		418,867
Other payables		(37,794	)
Deferred tax liabilities		(104,717	)
Total assets acquired	$	552,730

The Company recorded impairment of intangible assets of nil for the year ended June 30, 2025.

NOTE 21 — SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after June 30, 2025 up through the date the consolidated financial statements were issued, and unless disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements.

Exercise of Convertible Debt

Subsequent to the year ended June 30, 2025, the holders of convertible debts exercised its right to convert the outstanding principal into shares of the Company’s common stock. In September 2025, the Company issued an aggregate of 550,872 shares of common stock in accordance with the terms of the note agreement, resulting in the full conversion of the note with a principal amount of $441,024.

The conversion did not result in any gain or loss and had no impact on the Company’s consolidated statement of operations for the year ended June 30, 2025.

F-43

LAKESIDE HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 21 — SUBSEQUENT EVENTS (cont.)

Securities Purchase Agreement (cont.)

On July 16, 2025, 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 2,000,000 shares of Common Stock, par value $0.0001 per share (the “Shares”) in an offering (the “Private Placement”). The closing of the Private Placement occurred on July 17, 2025.

The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreements. Pursuant to the Securities Purchase Agreements, the Investors have agreed to purchase the Shares at a purchase price of $0.75 per share for an aggregate purchase price of approximately $2,000,000. The Company expects to use the net proceeds from the Private Placement for general corporate purposes.

On August 4, 2025, the Company entered into another Securities Purchase Agreement with Investors, for the issuance and sale by the Company of an aggregate of 1,807,229 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 agreements. Pursuant to the Securities Purchase Agreements, the Investors have agreed to purchase the Shares at a purchase price of $0.83 per share. The Company expects to use the net proceeds from the Private Placement for general corporate purposes.

F-44

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, our management concluded that as of June 30, ~~2024~~2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, ~~2024~~2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting was not effective as of June 30, ~~2024~~2025 due to the following material weaknesses:

●

We are lacking adequate segregation of duties and effective risk assessment; and

●

We are lacking sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both the U.S. GAAP, and SEC guidelines.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We plan to address the weaknesses identified above by implementing the following measures:

(i)

Continuously hiring additional accounting staffs with comprehensive knowledge of U.S. GAAP and SEC reporting requirements;

(ii)

Designing and implementing formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account reconciliations and disclosures in the consolidated financial statements; and

(iii)

Ameliorating our internal audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended June 30, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

None.

2724

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our executive officers and directors, and their ages and positions as of the date of this report, are set forth below:

Name	Age	Position(s)
Henry Liu	3435	~~Co-Founder, Chairman of the Board of Directors and~~ Chief Executive Officer
Shuai Li	39	Co-Founder, Director, President and Chief Operating Officer
Yang Li	43	Chief Operating Officer and Director
Long (Leo) Yi	4748	Chief Financial Officer and Director
Yiye Zhou	40	Independent Director
Zhengyi (Janice) Fang	33	Independent Director
Zhengyi (Janice) Fang	32	Independent Director
Xiaoou Li	39	Independent Director
Cynthia Vuong	36	Independent Director
Aik Siang Goh	48	Independent Director

Mr. Henry Liu is ~~our co-founder and~~ has served as ~~our chairman of~~ the ~~board~~Chief ofExecutive ~~directors~~Officer ~~and chief executive officer~~ since our establishment. Mr. Liu has over six years of logistics operation experience, especially in freight forwarding, and he has extensive knowledge of the supply chain industry. Mr. Liu has served as the president of American Bear Logistics Corp., our Illinois operating subsidiary, from February 2018 to present and co-lead its operations, client relationships and business development with Mr. Shuai Li. From August 2017 to February 2018, Mr. Liu served as an operator in Hoson Logistics America Inc., an Illinois-based logistics company, where he took charge of import and export of air and ocean freight. Mr. Liu received his bachelor’s ~~degree~~ degree in bioengineering from Northwest Agriculture and Forestry University in China in June 2013 and his master’s degree in food safety and technology from Illinois Institute of Technology in December 2015. We believe that Mr. Liu’s extensive knowledge of our Company, gained through his services as our co-founder and chief executive officer, and his experience in the supply chain industry, qualify him to serve as the chairman of our board of directors.

Mr. ~~Shuai~~ Yang Li ~~is our co-founder and~~ has served as our ~~president~~Chief ~~and~~Operating ~~chief~~Officer ~~operating officer~~ since ~~our~~August ~~inception and has served as a member of our board of directors since June 2024~~2023. ~~As an expert in the logistics and supply chain industry,~~ Mr. Li ~~oversees~~Yang ~~and~~Li ~~manages~~brings ~~the~~extensive ~~overall~~leadership ~~operations of our company~~experience. ~~From February 2018 to present,~~ Mr. Li ~~has~~ served as ~~the~~Chief ~~president~~Executive Officer of ~~American~~Shanghai ~~Bear~~Nanchao ~~Logistics~~Technology ~~Corp~~Inc., ~~our~~from ~~Illinois operating~~2014 ~~subsidiary~~to ~~and co-lead its operations~~2025, ~~client~~Managing ~~relationships~~Partner ~~and~~at ~~business~~Consensus ~~development~~Capital ~~with~~from ~~Mr.~~2017 ~~Henry Liu. From February 2014~~ to ~~December 2017~~2018, ~~Mr.~~Chief LiTechnology Officer ~~served~~of asDealuse anTechnology ~~executive salesman at Express Distributor Corp, an Illinois-based restaurant supply chain company~~Inc. ~~From~~from ~~January~~ 2010 to ~~December~~ 2014, ~~Mr.~~and Libegan ~~worked~~his ascareer ~~a sales consultant~~ at ~~Lala~~TBA ~~Lulu~~Digital ~~Online Store, a cross-border trading company that focuses on the export of U~~Inc.~~S.-made~~ ~~merchandise~~from 2008 to ~~China~~2010. Mr. Li ~~received~~holds ~~his~~a ~~bachelor’s degree in communications from~~Bachelor ~~Wuhan Institute~~ of ~~Physical~~Arts ~~Education~~ in ~~China~~Computing inScience ~~July 2007~~from ~~and~~Simon ~~his~~Fraser ~~master’s degree in business administration from Benedictine~~ University, inand ~~Illinois~~served inas ~~December 2013.~~an WeAdjunct ~~believe~~Lecturer ~~that~~at ~~Mr.~~Fudan LiUniversity’s ~~extensive~~Master ~~knowledge~~ of ~~our Company, gained through his service~~Science ~~as our co-founder, president and chief operating officer, and his experience~~ in ~~the~~Engineering ~~supply~~program ~~chain~~from ~~industry,~~2016 ~~qualify him~~ to ~~serve on our board~~2018.

Mr. Long (Leo) Yi has served as our chief financial officer since June 2024. Mr. Yi is a certified public accountant in the state of Illinois with 15 years of working experience in the accounting and financing field. From July 2019 to January 2023, Mr. Yi served as the chairman of audit committee in Color Star Technology Co., Ltd. (NASDAQ: ADD), an entertainment technology company focusing on the application of technology and artificial intelligence in the entertainment industry. From January 2018 to July 2021, Mr. Yi served as the chief executive officer of Urban Tea, Inc. (NASDAQ: MYT). From April 2019 to January 2020, he served as the chief financial officer of iFresh Inc (OTC: IFMK). From November 2012 to January 2018, Mr. Yi served as the chief financial officer of TD Holdings, Inc. (NASDAQ: GLG). Mr. Yi received a bachelor’s degree in accounting from Northeastern University (Shenyang, China) in September 1998, a master’s degree in accounting and finance from University of Rotterdam in June 2004 and another master’s degree in accounting and finance from McGill University in August 2006.

Ms. Yiye Zhou has served as an independent director since June 2024. From September 2019 to present, Ms. Zhou served as the investor relations director at Senmiao Technology Ltd., a financing and servicing company focused on the online ride-hailing industry in China in charge of investor relations. From January 2013 to May 2019, Ms. Zhou worked as a business analyst at Gravity Ball, a healthcare startup company based in Los Angeles, California, in charge of research, strategies and risk control From July 2010 to March 2012, Ms. Zhou worked as a research analyst at McKinsey in Shanghai, China. Ms. Zhou received her bachelor’s degree in business management from Regensburg University of Applied Sciences in June 2007 and her master’s degree in management and strategy from London School of Economics & Political Science in December 2008. We believe that Ms. Zhou’s deep knowledge in the business industry qualifies her to serve on our board.

Ms. Zhengyi (Janice) Fang has served as an independent director since June 2024. Ms. Fang is a professional accountant certified by the American Institute of Certified Public Accountants in Washington. From December 2020 to present, Ms. Fang has served as a senior consultant at Ernst & Young in Haikou, China, in charge of, valuation, modeling, and economic consulting services. From September 2018 to November 2020, Ms. Fang worked as an audit associate and assistant manager at KPMG. Ms. Fang received her bachelor’s degree in business administration in accounting in June 2014 and her master’s degree in professional accounting in June 2017 from Seattle University. We believe that Ms. Fang’s significant experience in finance and accounting qualifies her to serve on our board.

Ms. Cynthia Vuong has served as an independent director since June 2024. Ms. Vuong is a program manager professional with over 11 years of experience. From January 2021 to present, Ms. Vuong has served as a game portfolio planner in business operations at Microsoft Corporation. Before that, from October 2018 to January 2021, she served as a launch manager in business operations at Microsoft Corporation. From March 2012 to June 2018, Ms. Vuong worked as a senior consultant at multiple consulting firms, including Unify Consulting, Revel Consulting Services L.L.C. and Sogeti USA. Ms. Vuong received her bachelor’s degree in international studies from the University of Washington in June 2010. We believe that Ms. Vuong’s extensive knowledge of business operations qualifies her to serve on our board.25

Ms. Xiaoou Li has served as an independent director since August 2025. Ms. Li brings more than nine years of experience in the financial industry. From 2015 to 2022, Ms. Li served as Account Manager of the Corporate Banking Department at China Citic Bank Corporation Ltd., focusing on corporate customer development, commercial financing product design, and other financing projects. Ms. Li earned a Master of Public Policy degree from the University of Bristol in 2013 and a Bachelor of Management in Land Resource Management from the Capital University of Economics and Business in 2010.

Mr. Aik Siang Goh has served as an independent director since September 2025. As a seasoned entrepreneur and business leader with over two decades of experience, Mr. Goh focus on leveraging cutting-edge technologies to drive innovation and growth. From 2022 to 2025, Ms. Goh served as Founder and Chairman of Edge Matrix Computing (EMC). Ms. Li earned a Master of Finance Management degree from the Macquarie Graduate School of Management in 2008 and a Bachelor of Commerce (Finance) in University of Melbourne in 1999.

Board Composition and Election of Directors

Our board of directors currently consists of five members. Each of our current directors will continue to serve until the first annual meeting of the stockholders or until their successor(s) shall have been elected and qualified.

Director Independence

Our common stock is listed on the Nasdaq Capital Market (the “Nasdaq”). Under the rules of the Nasdaq, independent directors may comprise a majority of a listed company’s board of directors within one year following the listing date of the company’s securities. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if that that company’s board of directors affirmatively determines that such person does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director and, based on the information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that ~~Yiye Zhou,~~ Zhengyi (Janice) Fang, Xiaoou Li and ~~Cynthia~~Aik ~~Vuong~~Siang Goh qualify as independent directors in accordance with the Nasdaq rules. Our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director.

Role of the Board of Directors in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors has a fiduciary duty to monitor and assess strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, overseeing cybersecurity risks and assisting the board of directors in its oversight over enterprise risk management. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and manages risks associated with the independence of the board of directors. Our compensation and leadership development committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

2926

Board Diversity Matrix

The following table sets forth the diversity information of our board of directors based on voluntary self-identification as of June 30, 2024.

Total Number of Directors: 5
	Male	Female	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	3	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	2	3	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	0	0	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Committees of the Board of Directors

We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Ms. ~~Yiye Zhou, Ms.~~ Zhengyi (Janice) Fang, Ms. Xiaoou Li and MsMr. ~~Cynthia~~ ~~Vuong~~Goh, and is chaired by Ms. Fang. Ms. ~~Zhou~~Fang, Ms. ~~Fang~~ Li and MsMr. ~~Vuong~~Goh each satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended. We have determined that Ms. Fang qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

●

selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

●

reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

●

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

●

discussing the annual audited financial statements with management and the independent registered public accounting firm;

●

reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

●

annually reviewing and reassessing the adequacy of our audit committee charter;

●

meeting separately and periodically with management and the independent registered public accounting firm; and

●

reporting regularly to the board of directors.

30Compensation Committee. Our compensation committee consists of Ms. Fang, Ms. Li and Mr. Goh, and is chaired by Ms. Li. Ms. Fang, Ms. Li and Mr. Goh each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

Compensation Committee. Our compensation committee consists of Ms. Zhou, Ms. Fang and Ms. Vuong, and is chaired by Ms. Vuong. Ms. Zhou, Ms. Fang and Ms. Vuong each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

●

reviewing the total compensation package for our executive officers and making recommendations to the board of directors with respect to it;

●

approving and overseeing the total compensation package for our executives other than the three most senior executives;

●

reviewing the compensation of our directors and making recommendations to the board of directors with respect to it; and

●

periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Ms. ~~Zhou~~Fang, Ms. ~~Fang~~ Li and MsMr. ~~Vuong~~Goh, and is chaired by MsMr. ~~Zhou~~Goh. Ms. ~~Zhou~~Fang, Ms. ~~Fang~~Li and MsMr. ~~Vuong~~Goh each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:

●

recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;

●

reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us;

●

selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and

●

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation committee interlocks and insider participation

None of the members of our compensation committee is or has been our current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, including any entity whose executive officers served as a director or member of our compensation committee.

Family Relationships

No family relationships existed among any of our directors or executive officers.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors.

Insider Trading Policy

We have adopted an Insider Trading Policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the compliance officer of the policy prior to execution.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of Forms 3, 4 and 5 and any amendments thereto furnished to us, we believe that during the fiscal year ended June 30, ~~2024~~2025, all filing requirements applicable to our executive officers and directors under the Exchange Act were met in a timely manner.

Item 11. Executive Compensation.

Our named executive officers (“NEOs”) for the fiscal years ended June 30, 2023 and 2024, consisting of our principal executive officers, serving at the end of such years, consisting of our principal executive officer and next most highly compensated officer serving at the end of such fiscal years, were:

● Henry Liu, our chief executive officer; and

● Shuai Li, our president and chief operating officer.

Summary Compensation Table

The following table sets ~~forth~~ forth information with respect to compensation earned by our named executive officers (“NEOs”) for the fiscal years ended June 30, 2024 ~~2023~~ and ~~2024~~2025.

Name and Principal Position	For the Fiscal Year Ended June 30,		Salary ($)	~~Salary ($)~~		Bonus ($)	~~Bonus ($)~~		Stock Awards ($)	~~Stock Awards ($)~~		Option Awards ($)	~~Option Awards ($)~~		Non-Equity Incentive Plan Compensation ($)	~~Non-Equity Incentive Plan Compensation ($)~~		Nonqualified Deferred Compensation ($)	~~Nonqualified Deferred Compensation ($)~~		All Other ($)	~~All Other ($)~~		Total ($)	~~Total ($)~~
Henry Liu	2025	~~2024~~		73,200	~~72,800~~		-	—		-	—		-	—		-	—		-	—		-	—		73,200	~~72,800~~
Chief Executive Officer	2024	~~2023~~		72,800	~~72,800~~		-	—		-	—		-	—		-	—		-	—		-	—		72,800	~~72,800~~
Shuai Li		2024			83,548			—			—			—			—			—			—			83,548
Shuai Li (1)	2025			83,882			-			-			-			-			-			-			83,882
President and Chief Operating Officer		2023			83,548			—			—			—			—			—			—			83,548
Former Chief Operating Officer	2024			83,548			-			-			-			-			-			-			83,548
Long Yi (2)	2025			80,000			-			-			-			-			-			-			80,000
Chief Financial Officer	2024			-			-			-			-			-			-			-			-
Lan Su (3)	2025			34,127			-			-			-			-			-			-			34,127
Former Chief Operating Officer	2024			-			-			-			-			-			-			-			-

(1)

Effective December 9, 2024 and March 13, 2025, Mr. Shuai Li resigned as the Chief Operating Officer and the director of the Company, respectively. Meanwhile, he remains to be one of the senior management of ABL.

(2)

Mr. Yi became our Chief Financial Officer upon the completion of our initial public listing on June 27, 2024 and received no compensation during the fiscal year ended June 30, 2024.

(2)

Mr. Su became our Chief Operating Officer on December 9, 2024 and received no compensation during the fiscal year ended June 30, 2024. Effective August 29, 2025, Mr. Su resigned from the Board of the Company.

Employment Agreements

We have entered into employment agreements with each of our NEOs (collectively, the “Employment Agreements”). The Employment Agreements establish an initial base salary for each of our NEOs and provide that each of our NEOs is eligible to participate in our standard employee benefit plan. The employment of each of our NEOs can be terminated by us at any time with or without cause. Each of the NEOs may (i) resign if such resignation is approved by our board of directors or an alternative arrangement with respect to his services is agreed to by the board of directors, and (ii) terminate his employment at any time with a one-month prior written notice to the Company, if (a) there is a material reduction in his authority, duties and responsibilities, or (b) there is a material reduction in his annual salary.

None of our NEOs is entitled to any cash severance payment upon a termination of their employment for “cause” (as defined in such employment agreement), or for death and disability.

If any of the NEOs’ employment is terminated by us without cause, he will be entitled to severance payments and benefits of: (i) a lump sum cash payment equal to six months of his base salary as of the date of such termination; (ii) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (iii) payment of premiums for continued health benefits under the Company’s health plans for 12 months following the termination, if any; and (iv) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held, if any.

If any of the NEOs’ employment is terminated by himself due to the above-mentioned reasons, he will receive remuneration equivalent to three months of his base salary that he is entitled to immediately prior to such termination.

In addition, in the event that any of the NEOs is terminated following a change in control of the Company, he shall be entitled to the severance payments and benefits of: (i) a lump sum cash payment equal to three months of his base salary at a rate equal to the greater of his annual salary in effect immediately prior to the termination, or his then current annual salary as of the date of such termination; (ii) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination; (iii) payment of premiums for continued health benefits under the Company’s health plans for three months following the termination; and (iv) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held, if any.

Equity-Based Compensation

As of the date of this report, we had not adopted any equity incentive plan, nor had we awarded any equity-based compensation to any employees, including our NEOs.

Other Compensation and Benefits

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our NEOs did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal years ended June 30, ~~2024~~2025. Our board of directors may elect to provide our officers and other employees with non-qualified defined contribution or other non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the fiscal years ended June 30, ~~2024~~2025.

Director Compensation

~~During~~ The following table sets forth certain information concerning the compensation of our then serving executive directors for the fiscal year ended June 30, ~~2024~~2025, ~~none~~except that the compensation of ~~our~~Mr. ~~non-employee~~Long ~~directors~~Yi ~~received~~and ~~any~~Mr. ~~compensation~~Lan ~~from~~Su ~~the~~as ~~Company.~~a director is included in “- Summary Compensation Table”:

Name and Principal Position	For the Fiscal Year Ended June 30,	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other ($)	Total ($)
Yiye Zhou ⁽¹⁾	2025		20,000								20,000

Zhengyi (Janice) Fang	2025		20,000								20,000

Cynthia Vuong ⁽²⁾	2025		20,000								20,000

(1)

Effective September 30, 2025, Ms. Yiye Zhou resigned from the Board of the Company.

(2)

Effective August 29, 2025, Ms. Vuong resigned from the Board of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The table below sets forth information, as of the date of this report, with respect to the beneficial ownership of our shares of common stock by: (a) each named executive officer, each of our directors, and our directors and executive officers as a group; and (b) each person or entity known by us to own beneficially more than 5% of our shares of common stock. Percentage ownership is based on an aggregate of 717,~~500~~427,~~000~~559 shares of of common stock outstanding as of the date of this report. We have determined beneficial ownership in accordance with the rules of the SEC.

	Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owner (1)	Number		%†
Executive Officers and Directors
Henry Liu(2)		2,700,600		3615.05	%
Shuai Li(3)		3,000,000		40.0	%
Long (Leo) Yi		-
Long (Leo) Yi		—		—
Aik Siang Goh		-
Yiye Zhou		—		—
Zhengyi (Janice) Fang		-
Zhengyi (Janice) Fang		—		—
Yang Li		-
Cynthia Vuong		—		—
Xiaoou Li		-
All Executive Officers and Directors as a group		52,700,600		7615.05	%
5% or Greater Holders		—-		—
H&L LOGISTICS INTERNATIONAL LLC(2)		2,700,600		3615.05	%
JIUSHEN TRANSPORT LLC(3)		3,000,000		4017.02	%
Brink Holding Limited(4)		910,330		5.2	%

(1)

Unless noted otherwise, the address of all listed stockholder is 1475 Thorndale Avenue, Suite A, Itasca, Illinois 60143.

(2)

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.

(3)

Represents 3,000,000 shares of common stock held of record by JIUSHEN TRANSPORT LLC, a company wholly owned by Mr. Shuai Li organized under the laws of the State of Illinois. The registered address of JIUSHEN TRANSPORT LLC is 1360 West Walton Street, Chicago, Illinois 60642.

(4)

Represents 910,330 shares of common stock held of record by Brink Holding Limited, a company wholly owned by Ms. Huifen Hua organized under the laws of British Virgin Islands. The registered address of Brink Holding Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

Transactions with Related Persons

The following sets forth ~~the~~ the transactions we have entered into since July 1, 2022, and any currently proposed transactions, to which we were or are expected to be a participant where (i) the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for ~~the~~ the last two completed fiscal years, and (ii) any of our executive officers, directors, or holders of more than 5% of any class of our voting securities, or any affiliate or member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and other arrangements we describe in “Item 11. Executive Compensation” of of this report.]

	For the years ended June 30,
	2024		2023
	2025		2024		2023
Revenue from Weship	$	28,870	$	109,314
Revenue from Weship (a)	$	8,241	$	28,870	$	109,314
Revenue from ABL Wuhan	$	1,835,377	$	—
Revenue from ABL Wuhan (a)	$	1,196,119	$	1,835,377	$	-
Cost of revenue charged by Weship	$	1,555,680	$	1,598,143
Revenue from ABL Shenzhen (a)	$	698,371	$	-	$	-
Rental income from Weship	$	288,185	$	481,252
Revenue from ABL LAX	$	3,084	$	-	$	-
Cost of revenue charged by Intermodal	$	564,519	$	325,237
Cost of revenue charged by Weship (b)	$	869,975	$	1,555,680	$	1,598,143
Cost of revenue charged by ABL Wuhan	$	162,625	$	—
Rental income from Weship (c)	$	331,665	$	288,185	$	481,252
Rental income from Weship (d)	$	20,021	$	-	$	-
Cost of revenue charged by Intermodal (e)	$	673,823	$	564,519	$	325,237
Cost of revenue charged by ABL Wuhan (f)	$	133,403	$	162,625	$	-
Cost of revenue charged by ABL LAX (g)	$	2,737	$	-	$	-
Interest expense charge by ABL Shenzhen	$	2,418	$	-	$	-

During the years ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ~~and~~ABL Shenzhen, ABL LAXand Intermodal

(a) ~~The~~We ~~Company~~provide ~~provides~~ logistic forwarding services to Weship, ABL Wuhan and ABL ~~Wuhan~~Shenzhen and ~~charges~~charge Weship, ABL Wuhan and ABL ~~Wuhan~~Shenzhen at ~~its~~our regular market rate for the services provided.

(b) Weship is one of ~~the~~our ~~Company’s~~ vendors for truck delivery service.

(c) ~~The~~We ~~Company~~ subleased portion of its warehouse space to Weship for rental income. ~~The~~We ~~Company~~ subleased its warehouse in Chicago to Weship in July 2023 and again for the period from January 2024 to June ~~2024~~2025. ~~The~~We ~~Company~~ also subleased another warehouse inwith ~~Los~~monthly ~~Angeles~~rent ~~beginning~~of in$6,500 from August 01, 2023 to October 31, 2024.

(d) ~~Intermodal~~We issubleased ~~one~~portion of ~~the~~our ~~Company’s~~warehouse ~~vendors~~space to Intermodal for ~~truck~~four ~~delivery~~months ~~service~~and another warehouse for twelve months.

(e) Intermodal is one of our vendors, providing truck delivery service and provides labour forces. (f) ABL Wuhan provides labor force and certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

34(g) ABL LAX provides service of arranging goods in and out of warehouse.

Related Party Transaction Policy

Our board of directors have adopted a written related party transaction policy, setting forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we were or are to be a participant, where the amount involved in any fiscal year exceeds the lesser of $120,000 or 1% of our total assets at year-end for the last two completed fiscal years, and a related party had, has, or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related party.

In reviewing and approving any such transactions, our audit committee has primary responsibility to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related party’s interest in the transaction.

Item 14. Principal Accountant Fees and Services.

The following table represents the aggregate fees from our current principal accounting firm, ZH CPA, LLC for the fiscal years ended June 30, ~~2023~~2024 and ~~2024~~2025, respectively.

	2023		2024
	2024		2025
Audit Fees	$	~~285~~160,000	$	~~160~~270,000
Audit Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All other fees	$	-	$	-
Total Fees	$	~~285~~160,000	$	~~160~~270,000

Audit Fees — - This category includes the services performed for the audit of our annual financial statements, review of the interim financial statements and for the audits of our financial statements in connection with our initial public offering, and comfort letter in connection with the ~~underwritten~~ underwritten public offering that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit-Related Fees —- This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees —- This ~~category~~ category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance ~~and~~ and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees ~~— This~~- This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

All of the services rendered to us by our independent registered public accountants were pre-approved by the Audit Committee.

3534

PART IV

Item 15. Exhibits, Financial Statement Schedules.

We have filed the following documents as part of this Annual Report on Form 10-K:

(1)

Index to Consolidated Financial Statements

(2)

Financial Statement Schedules:

(3)

Exhibits required by Item 601 of Regulation S-K

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Exhibit No.		Description
3.1		Articles of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
3.2		Certificate of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
3.3		Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on May 14, 2024).
4.2		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.2		Form of Employment Agreement between the Registrant and Executive Officers (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.3		Lease Agreement, effective as of February 16, 2021, between American Bear Logistics Corp. and Prologis Targeted U.S. Logistics Fund, L.P. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.4		Southlake Business Park Office/Warehouse Lease Agreement, dated as of January 11, 2021, between American Bear Logistics Corp. and Southlake Industrial, L.P. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.5		Warehouse Storage and Service Agreement, effective as of January 23, 2023, between American Bear Logistics Corp. and Cincolink Inc. (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.6		Lease Agreement, effective as of March 12, 2024, between American Bear Logistics Corp. and Morris Clifton Associates I, LLC (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
10.7		Lease Agreement, effective as of July 18, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
14.1		Code of Ethics.
10.8		English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on November 8, 2024).
19.1		Insider Trading Policy.
10.9		Form of Securities Purchase Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
21.1		List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.10		Form of Security Agreement, by and between the Investor and the Company (incorporated by reference of Exhibit 10.2 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
24.1		Power of Attorney.
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Operating Officer.
31.3		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1#		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
97.1		Executive Compensation Clawback Policy.
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

10.11		Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.3 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.12		Form of Pledge Agreement, by and between the Investor and Company Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.4 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.13		Form of Registration Rights Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.5 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.14		English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd. (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on November 8, 2024)
10.15		Form of Securities Purchase Agreement, dated as of July 16, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on July 22, 2025)
10.16		Form of Securities Purchase Agreement, dated August 4, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on August 8, 2025)
10.17		Form of Amended Securities Purchase Agreement, dated as of August 5, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on August 11, 2025)
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
21.1		List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
23.1*		Independent registered public accounting firm’s consent
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1*#		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
97.1		Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Filed herewith

This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 30, 2024	Lakeside Holding Limited.
Date: October 14, 2025	Lakeside Holding Limited
	By:	/s/ Henry Liu
		Henry Liu
	Name:	Henry Liu
		Chairman and Chief Executive Officer
	Title:	Chief Executive Officer
		(Principal Executive Officer)

~~POWER~~By: OF/s/ ~~ATTORNEY~~Long (Leo) Yi Name: Long (Leo) Yi Title: Chief Financial Officer (Principal Financial and Accounting Officer)

~~KNOW ALL PERSONS BY THESE~~Pursuant ~~PRESENTS,~~to ~~that each person whose signature appears below constitutes and appoints Henry Liu, his or her attorneys-in-fact, each with~~ the ~~power~~requirements of ~~substitution,~~the ~~for~~Securities ~~him~~Exchange orAct ~~her~~of ~~in any and all capacities~~1934, ~~to sign any amendments to~~ this ~~Annual~~report ~~Report~~has onbeen ~~Form~~signed ~~10-K,~~below ~~and~~by ~~to file~~ the ~~same,~~following ~~with~~persons ~~exhibits~~on ~~thereto~~behalf ~~and~~of ~~other documents in connection therewith, with~~ the ~~Securities and Exchange Commission, hereby~~ ~~ratifying~~registrant and ~~confirming all that each of said attorneys-~~in~~-fact,~~ orthe ~~his~~capacities ~~substitute~~and oron ~~substitutes,~~the ~~may~~dates ~~do or cause to be done by virtue hereof~~indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934 this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

	Title	Date

/s/ Henry Liu	Chief Executive Officer	October 14, 2025
Henry Liu

/s/ Long (Leo) Yi	Chief Financial Officer	October 14, 2025
Long (Leo) Yi

/s/ Yang Li	Director and Chief Operating Officer	October 14, 2025
Yang Li

/s/ Aik Siang Goh	Independent Director	October 14, 2025
Aik Siang Goh

/s/ Zhengyi (Janice) Fang	Independent Director	October 14, 2025
Zhengyi (Janice) Fang

/s/ Xiaoou Li	Independent Director	October 14, 2025
Xiaoou Li

	Title	Date
/s/ Henry Liu	Chairman of the Board of Directors and Chief Executive Officer	September 30, 2024
Henry Liu
/s/ Shuai Li	Director, President and Chief Operating Officer	September 30, 2024
Shuai Li
/s/ Long (Leo) Yi	Chief Financial Officer	September 30, 2024
Long (Leo) Yi
/s/ Yiye Zhou	Independent Director	September 30, 2024
Yiye Zhou
/s/ Zhengyi (Janice) Fang	Independent Director	September 30, 2024
Zhengyi (Janice) Fang
/s/ Cynthia Vuong	Independent Director	September 30, 2024
Cynthia Vuong

0.04 0.16 6000000 6000000 0.01 0.12 6000000 6000000 The Company entered a loan agreement of 50,000 with an employee on October 27, 2021. The loan is non-interest bearing, for a 12-month period, and matured on October 26, 2022. On October 26, 2022, both parties agreed to extend the loan term to on demand. The Company entered a loan agreement of $100,000 with an unrelated party on July 3, 2023. The loan is non-interest bearing, for a 6-month period and both parties agreed to extend the remaining principal balance of $100,000 payment term to on demand. On April 10, 2024, the Company entered another loan agreement of $75,000 with same party. The loan is non-interest bearing, for a 6-month period, and matured on September 9, 2024. 6000000 6000000 0.04 0.16 false FY 0001996192 0001996192 2023-07-01 2024-06-30 0001996192 2023-12-29 0001996192 2024-09-25 0001996192 2024-06-30 0001996192 2023-06-30 0001996192 us-gaap:NonrelatedPartyMember 2024-06-30 0001996192 us-gaap:NonrelatedPartyMember 2023-06-30 0001996192 us-gaap:RelatedPartyMember 2024-06-30 0001996192 us-gaap:RelatedPartyMember 2023-06-30 0001996192 us-gaap:NonrelatedPartyMember 2023-07-01 2024-06-30 0001996192 us-gaap:NonrelatedPartyMember 2022-07-01 2023-06-30 0001996192 us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0001996192 us-gaap:RelatedPartyMember 2022-07-01 2023-06-30 0001996192 2022-07-01 2023-06-30 0001996192 srt:ProFormaMember 2023-07-01 2024-06-30 0001996192 srt:ProFormaMember 2022-07-01 2023-06-30 0001996192 us-gaap:CommonStockMember 2022-06-30 0001996192 lsh:SubscriptionReceivableMember 2022-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001996192 us-gaap:RetainedEarningsMember 2022-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2022-06-30 0001996192 2022-06-30 0001996192 us-gaap:CommonStockMember 2022-07-01 2023-06-30 0001996192 lsh:SubscriptionReceivableMember 2022-07-01 2023-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2023-06-30 0001996192 us-gaap:RetainedEarningsMember 2022-07-01 2023-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-01 2023-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2022-07-01 2023-06-30 0001996192 us-gaap:CommonStockMember 2023-06-30 0001996192 lsh:SubscriptionReceivableMember 2023-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001996192 us-gaap:RetainedEarningsMember 2023-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2023-06-30 0001996192 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0001996192 lsh:SubscriptionReceivableMember 2023-07-01 2024-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0001996192 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2024-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2023-07-01 2024-06-30 0001996192 us-gaap:CommonStockMember 2024-06-30 0001996192 lsh:SubscriptionReceivableMember 2024-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001996192 us-gaap:RetainedEarningsMember 2024-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2024-06-30 0001996192 us-gaap:IPOMember 2024-07-01 2024-07-01 0001996192 us-gaap:IPOMember 2024-07-01 0001996192 lsh:ABLChicagoMember 2024-06-30 0001996192 lsh:ABLChicagoMember 2023-09-23 0001996192 2023-09-23 0001996192 lsh:ControllingGroupMember 2024-06-30 0001996192 lsh:HLLogisticsInternationalLLCMember 2024-06-30 0001996192 lsh:JiushenTransportLLCMember 2024-06-30 0001996192 lsh:ABLWuhanMember 2022-07-08 0001996192 2022-07-08 0001996192 2023-05-18 0001996192 2023-08-04 0001996192 lsh:ABLChicagoMember 2023-08-04 0001996192 lsh:ThirdpartyShareholdersMember 2023-08-04 0001996192 lsh:ABLChicagoMember 2023-08-04 0001996192 2024-02-02 0001996192 lsh:ThirdpartyShareholdersMember 2024-02-02 0001996192 lsh:ABLChicagoMember 2024-02-02 0001996192 lsh:LakesideHoldingLimitedMember 2023-07-01 2024-06-30 0001996192 lsh:AmericanBearLogisticsCorpABLChicagoMember 2023-07-01 2024-06-30 0001996192 lsh:AmericanBearInternationalLogisticsWuhanCorpABLWuhanMember 2023-07-01 2024-06-30 0001996192 lsh:ABLWuhanMember 2024-06-30 0001996192 lsh:ABLWuhanMember us-gaap:NoncontrollingInterestMember 2023-06-30 0001996192 srt:MinimumMember 2022-07-01 2023-06-30 0001996192 lsh:InlandRevenueServiceMember 2023-07-01 2024-06-30 0001996192 us-gaap:ShareBasedPaymentArrangementEmployeeMember 2023-07-01 2024-06-30 0001996192 us-gaap:ShareBasedPaymentArrangementEmployeeMember lsh:InlandRevenueServiceMember 2023-07-01 2024-06-30 0001996192 lsh:PTETaxMember 2023-07-01 2024-06-30 0001996192 srt:MaximumMember 2023-07-01 2024-06-30 0001996192 srt:MinimumMember 2023-07-01 2024-06-30 0001996192 stpr:IL 2023-07-01 2024-06-30 0001996192 us-gaap:FurnitureAndFixturesMember 2024-06-30 0001996192 us-gaap:MachineryAndEquipmentMember 2024-06-30 0001996192 us-gaap:VehiclesMember 2024-06-30 0001996192 us-gaap:LeaseholdImprovementsMember 2024-06-30 0001996192 lsh:CrossBorderOceanFreightsSolutionsMember 2023-07-01 2024-06-30 0001996192 lsh:CrossBorderOceanFreightsSolutionsMember 2022-07-01 2023-06-30 0001996192 lsh:CrossBorderAirfreightsSolutionsMember 2023-07-01 2024-06-30 0001996192 lsh:CrossBorderAirfreightsSolutionsMember 2022-07-01 2023-06-30 0001996192 srt:AsiaMember 2023-07-01 2024-06-30 0001996192 srt:AsiaMember 2022-07-01 2023-06-30 0001996192 country:US 2023-07-01 2024-06-30 0001996192 country:US 2022-07-01 2023-06-30 0001996192 us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-01 2024-06-30 0001996192 us-gaap:GeneralAndAdministrativeExpenseMember 2022-07-01 2023-06-30 0001996192 lsh:CostOfRevenueMember 2023-07-01 2024-06-30 0001996192 lsh:CostOfRevenueMember 2022-07-01 2023-06-30 0001996192 us-gaap:FurnitureAndFixturesMember 2023-06-30 0001996192 us-gaap:MachineryAndEquipmentMember 2023-06-30 0001996192 us-gaap:VehiclesMember 2023-06-30 0001996192 us-gaap:LeaseholdImprovementsMember 2023-06-30 0001996192 lsh:OperatingLeaseLiabilityMember 2024-06-30 0001996192 lsh:OperatingLeaseLiabilityMember 2023-06-30 0001996192 lsh:FinanceLeaseLiabilityMember 2024-06-30 0001996192 lsh:ROUMember 2023-07-01 2024-06-30 0001996192 us-gaap:IPOMember 2023-07-01 2024-06-30 0001996192 us-gaap:IPOMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansMember 2020-12-07 0001996192 lsh:EquipmentLoansMember 2020-12-07 2020-12-07 0001996192 lsh:EquipmentLoansMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansOneMember 2020-12-03 0001996192 lsh:EquipmentLoansOneMember 2020-12-03 2020-12-03 0001996192 lsh:EquipmentLoansOneMember lsh:ToyotaCommercialFinanceMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansOneMember lsh:ToyotaCommercialFinanceMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansTwoMember 2021-03-11 0001996192 lsh:EquipmentLoansTwoMember 2021-03-11 2021-03-11 0001996192 lsh:EquipmentLoansTwoMember lsh:ToyotaCommercialFinanceMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansTwoMember lsh:ToyotaCommercialFinanceMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansThreeMember 2021-03-09 0001996192 lsh:EquipmentLoansThreeMember 2021-03-09 2021-03-09 0001996192 lsh:EquipmentLoansThreeMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansThreeMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansFourMember 2021-04-07 0001996192 lsh:EquipmentLoansFourMember lsh:ToyotaCommercialFinanceMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansFourMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansFiveMember 2021-06-04 0001996192 lsh:EquipmentLoansFiveMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansFiveMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansSixMember 2021-06-14 0001996192 lsh:EquipmentLoansSixMember 2021-06-14 2021-06-14 0001996192 lsh:EquipmentLoansSixMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansSixMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansSevenMember 2021-07-13 0001996192 lsh:EquipmentLoansSevenMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansSevenMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansEightMember 2021-09-28 0001996192 lsh:EquipmentLoansEightMember 2021-09-28 2021-09-28 0001996192 lsh:EquipmentLoansEightMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansEightMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansNineMember 2023-02-21 0001996192 lsh:EquipmentLoansNineMember 2023-02-21 2023-02-21 0001996192 lsh:EquipmentLoansNineMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansNineMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansMember lsh:AmurEquipmentFinanceMember 2021-06-10 0001996192 lsh:EquipmentLoansMember lsh:AmurEquipmentFinanceMember 2021-06-10 2021-06-10 0001996192 lsh:EquipmentLoansMember lsh:AmurEquipmentFinanceMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansMember lsh:AmurEquipmentFinanceMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansMember lsh:HatachiCapitalAmericaCorpMember 2021-09-09 0001996192 lsh:EquipmentLoansMember lsh:HatachiCapitalAmericaCorpMember 2021-09-09 2021-09-09 0001996192 lsh:EquipmentLoansMember lsh:HatachiCapitalAmericaCorpMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansMember lsh:HatachiCapitalAmericaCorpMember 2022-07-01 2023-06-30 0001996192 lsh:BMWFinancialServicesMember 2020-05-20 0001996192 lsh:BMWFinancialServicesMember 2020-05-20 2020-05-20 0001996192 lsh:BMWFinancialServicesMember 2023-07-01 2024-06-30 0001996192 lsh:BMWFinancialServicesMember 2022-07-01 2023-06-30 0001996192 lsh:AutonationHondaOHareMember 2021-07-29 0001996192 lsh:AutonationHondaOHareMember 2021-07-29 2021-07-29 0001996192 lsh:AutonationHondaOHareMember 2023-07-01 2024-06-30 0001996192 lsh:AutonationHondaOHareMember 2022-07-01 2023-06-30 0001996192 lsh:TeslaIncMember 2022-06-03 0001996192 lsh:TeslaIncMember 2022-06-03 2022-06-03 0001996192 lsh:TeslaIncMember 2023-07-01 2024-06-30 0001996192 lsh:TeslaIncMember 2022-07-01 2023-06-30 0001996192 lsh:TeslaIncMember lsh:VehicleLoansOneMember 2023-01-23 0001996192 lsh:TeslaIncMember lsh:VehicleLoansOneMember 2023-01-23 2023-01-23 0001996192 lsh:TeslaIncMember lsh:VehicleLoansOneMember 2023-07-01 2024-06-30 0001996192 lsh:TeslaIncMember lsh:VehicleLoansOneMember 2022-07-01 2023-06-30 0001996192 lsh:VehicleLoansMember 2023-07-01 2024-06-30 0001996192 lsh:VehicleLoansMember 2022-07-01 2023-06-30 0001996192 lsh:VehicleLoansMember 2023-07-01 2024-06-30 0001996192 lsh:VehicleLoansMember 2022-07-01 2023-06-30 0001996192 lsh:UnsecuredLoanMember us-gaap:NonrelatedPartyMember 2022-03-01 0001996192 lsh:UnsecuredLoanMember us-gaap:NonrelatedPartyMember 2024-06-30 0001996192 lsh:UnsecuredLoanMember us-gaap:NonrelatedPartyMember 2023-07-01 2024-06-30 0001996192 lsh:HenryLiuMember 2022-01-28 0001996192 lsh:HenryLiuMember 2024-06-30 0001996192 lsh:HenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:UnsecuredLoanMember us-gaap:NonrelatedPartyMember 2021-07-26 0001996192 lsh:UnsecuredLoanMember 2021-06-30 2021-06-30 0001996192 lsh:UnsecuredLoanMember 2021-07-26 2021-07-26 0001996192 lsh:OtherLoansMember 2024-04-08 0001996192 lsh:OtherLoansMember 2023-07-01 2024-06-30 0001996192 lsh:EmployeeMember 2021-10-27 0001996192 lsh:OtherLoansThreeMember 2023-07-01 2024-06-30 0001996192 lsh:LoanAgreementMember 2023-07-03 0001996192 lsh:LoanAgreementMember 2023-07-01 2024-06-30 0001996192 lsh:LoanAgreementMember 2024-04-10 0001996192 lsh:VehicleLoansOneMember 2023-08-17 0001996192 lsh:HenryLiuMember 2024-06-30 0001996192 lsh:LoanAgreementMember lsh:HenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:HenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:OtherLoansMember 2022-07-01 2023-06-30 0001996192 lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:EquipmentLoansMember 2023-06-30 0001996192 lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:VehicleLoansMember 2023-06-30 0001996192 lsh:OtherLoansMember 2024-06-30 0001996192 lsh:OtherLoansMember 2023-06-30 0001996192 lsh:LoanAMember 2024-06-30 0001996192 lsh:LoanAMember 2023-06-30 0001996192 lsh:LoanBMember 2024-06-30 0001996192 lsh:LoanBMember 2023-06-30 0001996192 lsh:LoanCMember 2024-06-30 0001996192 lsh:LoanCMember 2023-06-30 0001996192 lsh:LoanDMember 2024-06-30 0001996192 lsh:LoanDMember 2023-06-30 0001996192 lsh:LoanEMember 2024-06-30 0001996192 lsh:LoanEMember 2023-06-30 0001996192 lsh:LoanFMember 2024-06-30 0001996192 lsh:LoanFMember 2023-06-30 0001996192 lsh:HenryLiuMember 2023-06-30 0001996192 lsh:ShuaiLiMember 2024-06-30 0001996192 lsh:ShuaiLiMember 2023-06-30 0001996192 lsh:MrHenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:MrShuaiLiMember 2023-07-01 2024-06-30 0001996192 lsh:WeshipTransportIncMember 2023-07-01 2024-06-30 0001996192 lsh:AmericanBearInternationalLogisticsWuhanCoLtdABLWuhanMember 2023-07-01 2024-06-30 0001996192 lsh:LLLIntermodalIncMember 2023-07-01 2024-06-30 0001996192 lsh:WeshipMember 2024-06-30 0001996192 lsh:WeshipMember 2023-06-30 0001996192 lsh:IntermodalMember 2024-06-30 0001996192 lsh:IntermodalMember 2023-06-30 0001996192 lsh:AccountPayableToWeshipMember 2024-06-30 0001996192 lsh:AccountPayableToWeshipMember 2023-06-30 0001996192 lsh:AccountPayableToABLWuhanMember 2024-06-30 0001996192 lsh:AccountPayableToABLWuhanMember 2023-06-30 0001996192 lsh:AccountPayableToIntermodalMember 2024-06-30 0001996192 lsh:AccountPayableToIntermodalMember 2023-06-30 0001996192 lsh:AccountReceivableFromWeshipMember 2024-06-30 0001996192 lsh:AccountReceivableFromWeshipMember 2023-06-30 0001996192 lsh:AccountReceivableFromABLWuhanMember 2024-06-30 0001996192 lsh:AccountReceivableFromABLWuhanMember 2023-06-30 0001996192 lsh:RevenueFromWeshipMember 2023-07-01 2024-06-30 0001996192 lsh:RevenueFromWeshipMember 2022-07-01 2023-06-30 0001996192 lsh:RevenueFromABLWuhanMember 2023-07-01 2024-06-30 0001996192 lsh:RevenueFromABLWuhanMember 2022-07-01 2023-06-30 0001996192 lsh:CostOfSalesChargedByWeshipMember 2023-07-01 2024-06-30 0001996192 lsh:CostOfSalesChargedByWeshipMember 2022-07-01 2023-06-30 0001996192 lsh:RentalIncomeFromWeshipMember 2023-07-01 2024-06-30 0001996192 lsh:RentalIncomeFromWeshipMember 2022-07-01 2023-06-30 0001996192 lsh:CostOfRevenueChargedByIntermodalMember 2023-07-01 2024-06-30 0001996192 lsh:CostOfRevenueChargedByIntermodalMember 2022-07-01 2023-06-30 0001996192 lsh:CostOfRevenueChargedByABLWuhanMember 2023-07-01 2024-06-30 0001996192 lsh:CostOfRevenueChargedByABLWuhanMember 2022-07-01 2023-06-30 0001996192 lsh:MrHenryLiuMember 2024-06-30 0001996192 lsh:MrHenryLiuMember 2023-06-30 0001996192 lsh:MrShuaiLiMember 2024-06-30 0001996192 lsh:MrShuaiLiMember 2023-06-30 0001996192 lsh:MrHenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:MrHenryLiuMember 2022-07-01 2023-06-30 0001996192 lsh:MrShuaiLiMember 2023-07-01 2024-06-30 0001996192 lsh:MrShuaiLiMember 2022-07-01 2023-06-30 0001996192 lsh:CCorporationMember 2023-07-01 2024-06-30 0001996192 2023-08-04 2023-08-04 0001996192 srt:MinimumMember 2024-06-30 0001996192 srt:MaximumMember 2024-06-30 0001996192 us-gaap:CommonStockMember 2023-08-28 0001996192 srt:MinimumMember us-gaap:CommonStockMember 2023-10-25 0001996192 srt:MaximumMember us-gaap:CommonStockMember 2023-10-25 0001996192 2024-03-29 2024-03-29 0001996192 us-gaap:CommonStockMember 2024-03-29 0001996192 lsh:OperatingLeaseObligationsMember 2024-06-30 0001996192 lsh:LessThanOneYearMember lsh:OperatingLeaseObligationsMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember lsh:OperatingLeaseObligationsMember 2024-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:OperatingLeaseObligationsMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:OperatingLeaseObligationsMember 2024-06-30 0001996192 lsh:FinanceLeaseObligationsMember 2024-06-30 0001996192 lsh:LessThanOneYearMember lsh:FinanceLeaseObligationsMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember lsh:FinanceLeaseObligationsMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:FinanceLeaseObligationsMember 2024-06-30 0001996192 lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:LessThanOneYearMember lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:LessThanOneYearMember lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:OtherLoansMember 2024-06-30 0001996192 lsh:LessThanOneYearMember lsh:OtherLoansMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember lsh:OtherLoansMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:OtherLoansMember 2024-06-30 0001996192 lsh:LessThanOneYearMember 2024-06-30 0001996192 lsh:OneToThreeYearsMember 2024-06-30 0001996192 lsh:ThreeToFiveYearsMember 2024-06-30 0001996192 lsh:MoreThanFiveYearsMember 2024-06-30 0001996192 us-gaap:SubsequentEventMember 2024-07-10 0001996192 us-gaap:CommonStockMember us-gaap:IPOMember 2024-06-28 2024-06-28 0001996192 us-gaap:CommonStockMember 2024-06-28 0001996192 2024-06-28 2024-06-28 0001996192 us-gaap:OverAllotmentOptionMember 2024-06-28 2024-06-28 0001996192 us-gaap:OverAllotmentOptionMember 2024-06-28 0001996192 lsh:RepresentativesWarrantsMember 2024-06-30 0001996192 2024-04-01 2024-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:CNY

http://fasb.org/us-gaap/2025#UsefulLifeTermOfLeaseMember http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 2000000 0001996192 false FY 0001996192 2024-07-01 2025-06-30 0001996192 2024-12-30 0001996192 2025-10-10 0001996192 2025-06-30 0001996192 2024-06-30 0001996192 us-gaap:NonrelatedPartyMember 2025-06-30 0001996192 us-gaap:NonrelatedPartyMember 2024-06-30 0001996192 us-gaap:RelatedPartyMember 2025-06-30 0001996192 us-gaap:RelatedPartyMember 2024-06-30 0001996192 us-gaap:NonrelatedPartyMember 2024-07-01 2025-06-30 0001996192 us-gaap:NonrelatedPartyMember 2023-07-01 2024-06-30 0001996192 us-gaap:RelatedPartyMember 2024-07-01 2025-06-30 0001996192 us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0001996192 lsh:ThirdPartiesMember 2024-07-01 2025-06-30 0001996192 lsh:ThirdPartiesMember 2023-07-01 2024-06-30 0001996192 2023-07-01 2024-06-30 0001996192 us-gaap:CommonStockMember 2023-06-30 0001996192 lsh:SubscriptionReceivableMember 2023-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001996192 lsh:StatutoryReservesMember 2023-06-30 0001996192 us-gaap:RetainedEarningsMember 2023-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2023-06-30 0001996192 2023-06-30 0001996192 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0001996192 lsh:SubscriptionReceivableMember 2023-07-01 2024-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0001996192 lsh:StatutoryReservesMember 2023-07-01 2024-06-30 0001996192 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2023-07-01 2024-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2024-06-30 0001996192 us-gaap:CommonStockMember 2024-06-30 0001996192 lsh:SubscriptionReceivableMember 2024-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001996192 lsh:StatutoryReservesMember 2024-06-30 0001996192 us-gaap:RetainedEarningsMember 2024-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2024-06-30 0001996192 us-gaap:CommonStockMember 2024-07-01 2025-06-30 0001996192 lsh:SubscriptionReceivableMember 2024-07-01 2025-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2025-06-30 0001996192 lsh:StatutoryReservesMember 2024-07-01 2025-06-30 0001996192 us-gaap:RetainedEarningsMember 2024-07-01 2025-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2025-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2024-07-01 2025-06-30 0001996192 us-gaap:CommonStockMember 2025-06-30 0001996192 lsh:SubscriptionReceivableMember 2025-06-30 0001996192 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001996192 lsh:StatutoryReservesMember 2025-06-30 0001996192 us-gaap:RetainedEarningsMember 2025-06-30 0001996192 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001996192 us-gaap:NoncontrollingInterestMember 2025-06-30 0001996192 us-gaap:IPOMember 2024-07-01 2024-07-01 0001996192 us-gaap:IPOMember 2024-07-01 0001996192 us-gaap:CommonStockMember us-gaap:IPOMember 2024-07-01 2024-07-01 0001996192 lsh:HupanPharmaceuticalMember 2024-11-05 0001996192 lsh:EquityTransferAgreementMember 2024-11-05 2024-11-05 0001996192 srt:ChiefExecutiveOfficerMember lsh:ABLChicagoMember 2025-06-30 0001996192 srt:ChiefExecutiveOfficerMember lsh:ABLChicagoMember 2023-09-23 0001996192 lsh:ABLChicagoMember 2023-09-23 2023-09-23 0001996192 lsh:ABLChicagoMember 2023-09-23 0001996192 2024-03-29 2024-03-29 0001996192 lsh:LakesideHoldingLimitedMember 2024-07-01 2025-06-30 0001996192 lsh:AmericanBearLogisticsCorpABLChicagoMember 2024-07-01 2025-06-30 0001996192 lsh:SichuanHupanJinchengEnterpriseManagementCoLtdSichuanHupanMember 2024-07-01 2025-06-30 0001996192 lsh:HupanPharmaceuticalHubeiCoLtdHupanPharmaceuticalMember 2024-07-01 2025-06-30 0001996192 lsh:WuhanHupanNewEnergyTechnologyLimitedCoLtdHupanNewEnergyMember 2024-07-01 2025-06-30 0001996192 lsh:WuhanRuixindaTechnologyLimitedCoLtdWuhanRuixindaMember 2024-07-01 2025-06-30 0001996192 country:CN 2025-06-30 0001996192 country:US 2024-06-30 0001996192 lsh:ABLWuhanMember 2025-06-30 0001996192 lsh:ABLWuhanMember 2024-06-30 0001996192 lsh:ABLWuhanMember 2023-07-01 2024-06-30 0001996192 srt:MinimumMember 2024-07-01 2025-06-30 0001996192 srt:MaximumMember 2024-07-01 2025-06-30 0001996192 lsh:InlandRevenueServiceMember 2024-07-01 2025-06-30 0001996192 us-gaap:ShareBasedPaymentArrangementEmployeeMember 2024-07-01 2025-06-30 0001996192 us-gaap:ShareBasedPaymentArrangementEmployeeMember lsh:InlandRevenueServiceMember 2024-07-01 2025-06-30 0001996192 lsh:EmployeeDefinedContributionPlanMember 2024-07-01 2025-06-30 0001996192 lsh:EmployeeDefinedContributionPlanMember 2023-07-01 2024-06-30 0001996192 lsh:PTETaxMember 2024-07-01 2025-06-30 0001996192 stpr:IL 2024-07-01 2025-06-30 0001996192 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2025-06-30 0001996192 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2025-06-30 0001996192 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-06-30 0001996192 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-06-30 0001996192 us-gaap:VehiclesMember 2025-06-30 0001996192 us-gaap:SoftwareDevelopmentMember 2025-06-30 0001996192 us-gaap:LeaseholdImprovementsMember 2025-06-30 0001996192 lsh:CrossBorderOceanFreightsSolutionsMember 2024-07-01 2025-06-30 0001996192 lsh:CrossBorderOceanFreightsSolutionsMember 2023-07-01 2024-06-30 0001996192 lsh:CrossborderAirfreightsSolutionsMember 2024-07-01 2025-06-30 0001996192 lsh:CrossborderAirfreightsSolutionsMember 2023-07-01 2024-06-30 0001996192 lsh:DistributionOfPharmaceuticalProductsMember 2024-07-01 2025-06-30 0001996192 lsh:DistributionOfPharmaceuticalProductsMember 2023-07-01 2024-06-30 0001996192 us-gaap:TransferredOverTimeMember 2024-07-01 2025-06-30 0001996192 us-gaap:TransferredOverTimeMember 2023-07-01 2024-06-30 0001996192 us-gaap:TransferredAtPointInTimeMember 2024-07-01 2025-06-30 0001996192 us-gaap:TransferredAtPointInTimeMember 2023-07-01 2024-06-30 0001996192 srt:AsiaMember 2024-07-01 2025-06-30 0001996192 srt:AsiaMember 2023-07-01 2024-06-30 0001996192 country:US 2024-07-01 2025-06-30 0001996192 country:US 2023-07-01 2024-06-30 0001996192 currency:USD lsh:BalanceSheetItemsExceptForEquityAccountsMember 2025-06-30 0001996192 currency:CNY lsh:BalanceSheetItemsExceptForEquityAccountsMember 2025-06-30 0001996192 currency:USD lsh:ItemsInTheStatementsOfIncomeAndCashFlowsMember 2025-06-30 0001996192 currency:CNY lsh:ItemsInTheStatementsOfIncomeAndCashFlowsMember 2025-06-30 0001996192 currency:USD lsh:BalanceSheetItemsExceptForEquityAccountsMember 2024-06-30 0001996192 currency:CNY lsh:BalanceSheetItemsExceptForEquityAccountsMember 2024-06-30 0001996192 currency:USD lsh:ItemsInTheStatementsOfIncomeAndCashFlowsMember 2024-06-30 0001996192 currency:CNY lsh:ItemsInTheStatementsOfIncomeAndCashFlowsMember 2024-06-30 0001996192 srt:ScenarioForecastMember us-gaap:NonrelatedPartyMember 2025-10-08 2025-10-08 0001996192 lsh:LoanAgreementMember 2024-10-08 0001996192 us-gaap:GeneralAndAdministrativeExpenseMember 2024-07-01 2025-06-30 0001996192 us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-01 2024-06-30 0001996192 us-gaap:CostOfSalesMember 2024-07-01 2025-06-30 0001996192 us-gaap:CostOfSalesMember 2023-07-01 2024-06-30 0001996192 us-gaap:FurnitureAndFixturesMember 2025-06-30 0001996192 us-gaap:FurnitureAndFixturesMember 2024-06-30 0001996192 us-gaap:MachineryAndEquipmentMember 2025-06-30 0001996192 us-gaap:MachineryAndEquipmentMember 2024-06-30 0001996192 us-gaap:VehiclesMember 2024-06-30 0001996192 us-gaap:SoftwareDevelopmentMember 2024-06-30 0001996192 us-gaap:LeaseholdImprovementsMember 2024-06-30 0001996192 us-gaap:LicenseMember 2024-11-05 0001996192 country:US lsh:OperatingLeaseAgreementsMember 2025-06-30 0001996192 country:CN lsh:OperatingLeaseAgreementsMember 2025-06-30 0001996192 country:CN 2024-07-01 2025-06-30 0001996192 lsh:FinanceLeaseAgreementsOneMember 2025-06-30 0001996192 lsh:FinanceLeaseAgreementsTwoMember 2025-06-30 0001996192 country:US 2025-06-30 0001996192 lsh:EquipmentLoansSixMember 2024-07-01 2025-06-30 0001996192 lsh:EquipmentLoansSixMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansMember 2024-07-01 2025-06-30 0001996192 lsh:EquipmentLoansMember 2023-07-01 2024-06-30 0001996192 lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:VehicleLoansMember 2024-07-01 2025-06-30 0001996192 lsh:VehicleLoansMember 2023-07-01 2024-06-30 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2022-03-01 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2025-06-30 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2024-07-01 2025-06-30 0001996192 lsh:UnsecuredLoanMember 2024-07-01 2025-06-30 0001996192 lsh:UnsecuredLoanMember 2021-07-26 0001996192 lsh:UnsecuredLoanMember 2020-07-01 2021-06-30 0001996192 lsh:OtherLoansMember 2024-04-08 0001996192 lsh:OtherLoansMember 2025-06-27 0001996192 lsh:OtherLoansMember 2024-07-01 2025-06-30 0001996192 lsh:LoanAgreementMember 2021-10-27 0001996192 lsh:LoanAgreementMember 2023-07-03 0001996192 lsh:LoanAgreementMember 2024-04-10 0001996192 lsh:LoanAgreementMember 2024-04-10 2024-04-10 0001996192 lsh:LoanAgreementMember lsh:OtherLoansMember 2024-07-01 2025-06-30 0001996192 lsh:OtherLoansMember 2025-06-30 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2023-08-17 0001996192 lsh:HenryLiuMember 2023-08-17 0001996192 lsh:LoanAgreementMember lsh:HenryLiuMember 2023-08-17 2023-08-17 0001996192 lsh:HenryLiuMember 2023-08-17 2023-08-17 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2024-10-16 0001996192 lsh:HenryLiuMember 2024-10-16 0001996192 lsh:LoanAgreementMember lsh:HenryLiuMember 2024-10-16 2024-10-16 0001996192 lsh:HenryLiuMember 2024-10-16 2024-10-16 0001996192 lsh:OtherLoansMember 2024-10-16 2024-10-16 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2024-11-05 0001996192 lsh:HenryLiuMember 2024-11-05 0001996192 lsh:LoanAgreementMember lsh:HenryLiuMember 2024-11-05 2024-11-05 0001996192 lsh:OtherLoansMember 2024-11-05 2024-11-05 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2025-01-21 0001996192 lsh:UnsecuredLoanMember lsh:ThirdPartyMember 2025-05-17 0001996192 lsh:EquipmentLoansNineMember 2025-05-17 0001996192 lsh:LoanAgreementMember lsh:HenryLiuMember 2025-05-17 2025-05-17 0001996192 lsh:ThirdPartyMember 2024-07-01 2025-06-30 0001996192 lsh:UnrelatedPartyMember 2025-04-18 0001996192 lsh:UnrelatedPartyMember 2025-06-30 0001996192 lsh:ThirdPartyMember 2025-04-10 0001996192 lsh:ThirdPartyMember 2024-08-09 0001996192 lsh:ThirdPartyMember 2025-06-06 0001996192 lsh:LoanAgreementMember 2025-06-06 2025-06-06 0001996192 lsh:ThirdPartyMember 2025-06-27 0001996192 lsh:LoanAgreementMember 2025-06-27 2025-06-27 0001996192 lsh:LoanAgreementMember 2024-07-01 2025-06-30 0001996192 lsh:OtherLoansMember 2024-07-01 2025-06-30 0001996192 lsh:OtherLoansMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansSixMember us-gaap:RelatedPartyMember 2024-07-01 2025-06-30 0001996192 lsh:EquipmentLoansSixMember us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0001996192 lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:EquipmentLoansMember 2024-06-30 0001996192 lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:VehicleLoansMember 2024-06-30 0001996192 lsh:OtherLoansMember 2025-06-30 0001996192 lsh:OtherLoansMember 2024-06-30 0001996192 lsh:LoanAMember 2025-06-30 0001996192 lsh:LoanAMember 2024-06-30 0001996192 lsh:LoanBMember 2025-06-30 0001996192 lsh:LoanBMember 2024-06-30 0001996192 lsh:LoanCMember 2025-06-30 0001996192 lsh:LoanCMember 2024-06-30 0001996192 lsh:LoanDMember 2025-06-30 0001996192 lsh:LoanDMember 2024-06-30 0001996192 lsh:LoanEMember 2025-06-30 0001996192 lsh:LoanEMember 2024-06-30 0001996192 lsh:LoanFMember 2025-06-30 0001996192 lsh:LoanFMember 2024-06-30 0001996192 lsh:LoanGMember 2025-06-30 0001996192 lsh:LoanGMember 2024-06-30 0001996192 lsh:LoanHMember 2025-06-30 0001996192 lsh:LoanHMember 2024-06-30 0001996192 lsh:LoanIMember 2025-06-30 0001996192 lsh:LoanIMember 2024-06-30 0001996192 lsh:LoanJMember 2025-06-30 0001996192 lsh:LoanJMember 2024-06-30 0001996192 lsh:LoanKMember 2025-06-30 0001996192 lsh:LoanKMember 2024-06-30 0001996192 lsh:LoanLMember 2025-06-30 0001996192 lsh:LoanLMember 2024-06-30 0001996192 lsh:LoanMMember 2025-06-30 0001996192 lsh:LoanMMember 2024-06-30 0001996192 lsh:LoanNMember 2025-06-30 0001996192 lsh:LoanNMember 2024-06-30 0001996192 lsh:LoanOMember 2025-06-30 0001996192 lsh:LoanOMember 2024-06-30 0001996192 lsh:LoanAgreementMember lsh:ABLShenzhenMember 2025-03-01 0001996192 lsh:LoanAgreementMember lsh:ABLShenzhenMember 2025-03-01 2025-03-01 0001996192 lsh:LoanAgreementMember lsh:ABLShenzhenMember 2024-07-01 2025-06-30 0001996192 lsh:ABLShenzhenMember 2024-07-01 2025-06-30 0001996192 lsh:SecuritiesPurchaseAgreementMember 2025-03-05 2025-03-05 0001996192 lsh:SecuredConvertiblePromissoryNotesMember 2025-03-05 0001996192 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-03-05 0001996192 lsh:SecuredConvertiblePromissoryNotesMember lsh:SecuritiesPurchaseAgreementMember 2025-03-05 0001996192 lsh:SecuritiesPurchaseAgreementMember 2024-07-01 2025-06-30 0001996192 us-gaap:CommonStockMember lsh:SecuritiesPurchaseAgreementMember 2024-07-01 2025-06-30 0001996192 us-gaap:CommonStockMember lsh:SecuritiesPurchaseAgreementMember 2025-06-30 0001996192 us-gaap:CommonStockMember 2024-07-01 2025-06-30 0001996192 2025-04-22 2025-04-22 0001996192 2025-04-22 0001996192 lsh:FirstClosingDateMember us-gaap:ConvertibleDebtMember 2025-06-30 0001996192 lsh:FirstClosingDateMember us-gaap:ConvertibleDebtMember 2024-07-01 2025-06-30 0001996192 lsh:SecondClosingDateMember us-gaap:ConvertibleDebtMember 2025-06-30 0001996192 lsh:SecondClosingDateMember us-gaap:ConvertibleDebtMember 2024-07-01 2025-06-30 0001996192 us-gaap:MeasurementInputSharePriceMember us-gaap:BlackScholesMertonModelMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:BlackScholesMertonModelMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExpectedTermMember us-gaap:BlackScholesMertonModelMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExercisePriceMember us-gaap:BlackScholesMertonModelMember 2025-06-30 0001996192 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:BlackScholesMertonModelMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:BlackScholesMertonModelMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputSharePriceMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:CommonStockMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExpectedTermMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExercisePriceMember us-gaap:CommonStockMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-06-30 0001996192 srt:MinimumMember 2025-06-30 0001996192 srt:MaximumMember 2025-06-30 0001996192 srt:MaximumMember lsh:LiabilityComponentMember 2025-06-30 0001996192 srt:MinimumMember lsh:LiabilityComponentMember 2025-06-30 0001996192 lsh:ConvertibleNotesMember 2024-07-01 2025-06-30 0001996192 lsh:ConvertibleNotesMember us-gaap:DebtMember 2024-07-01 2025-06-30 0001996192 lsh:EquityComponentMember 2025-06-30 0001996192 lsh:DerivativeComponentMember 2025-06-30 0001996192 lsh:WeshipMember 2024-07-01 2025-06-30 0001996192 lsh:IntermodalMember 2024-07-01 2025-06-30 0001996192 lsh:LoanAgreementMember 2025-06-30 0001996192 2023-08-01 2024-10-31 0001996192 lsh:HenryLiuMember 2025-06-30 0001996192 lsh:HenryLiuMember 2024-06-30 0001996192 lsh:ShuaiLiMember 2025-06-30 0001996192 lsh:ShuaiLiMember 2024-06-30 0001996192 lsh:ShareholdersMember 2025-06-30 0001996192 lsh:MrHenryLiuMember 2024-07-01 2025-06-30 0001996192 lsh:MrShuaiLiMember 2024-07-01 2025-06-30 0001996192 lsh:WeshipTransportIncWeshipMember 2024-07-01 2025-06-30 0001996192 lsh:AmericanBearLogisticsWuhanCoLtdABLWuhanMember 2024-07-01 2025-06-30 0001996192 lsh:AmericanBearLogisticsShenzhenCoLtdABLShenzhenMember 2024-07-01 2025-06-30 0001996192 lsh:LLLIntermodalIncIntermodalMember 2024-07-01 2025-06-30 0001996192 lsh:ABLLAXLLCMember 2024-07-01 2025-06-30 0001996192 lsh:WeshipMember 2025-06-30 0001996192 lsh:WeshipMember 2024-06-30 0001996192 lsh:IntermodalMember 2025-06-30 0001996192 lsh:IntermodalMember 2024-06-30 0001996192 lsh:ABLLAXMember 2025-06-30 0001996192 lsh:ABLLAXMember 2024-06-30 0001996192 lsh:ABLShenzhenMember 2025-06-30 0001996192 lsh:ABLShenzhenMember 2024-06-30 0001996192 lsh:RelatedPartyOneMember 2025-06-30 0001996192 lsh:RelatedPartyOneMember 2024-06-30 0001996192 lsh:WeshipOneMember 2025-06-30 0001996192 lsh:WeshipOneMember 2024-06-30 0001996192 lsh:WeshipMember 2023-07-01 2024-06-30 0001996192 lsh:ABLWuhanMember 2024-07-01 2025-06-30 0001996192 lsh:ABLShenzhenMember 2023-07-01 2024-06-30 0001996192 lsh:ABLLAXMember 2024-07-01 2025-06-30 0001996192 lsh:ABLLAXMember 2023-07-01 2024-06-30 0001996192 lsh:IntermodalMember 2023-07-01 2024-06-30 0001996192 lsh:MrHenryLiuMember 2025-06-30 0001996192 lsh:MrHenryLiuMember 2024-06-30 0001996192 lsh:MrShuaiLiMember 2025-06-30 0001996192 lsh:MrShuaiLiMember 2024-06-30 0001996192 lsh:MrHenryLiuMember 2023-07-01 2024-06-30 0001996192 lsh:MrShuaiLiMember 2023-07-01 2024-06-30 0001996192 lsh:CCorporationMember 2024-07-01 2025-06-30 0001996192 lsh:PRCMember 2024-07-01 2025-06-30 0001996192 srt:MinimumMember lsh:CCorporationMember 2024-06-30 0001996192 srt:MaximumMember lsh:CCorporationMember 2024-06-30 0001996192 lsh:CCorporationMember 2023-07-01 2024-06-30 0001996192 lsh:PRCMember 2025-06-30 0001996192 lsh:August282023Member us-gaap:CommonStockMember 2023-08-28 0001996192 srt:MinimumMember us-gaap:CommonStockMember 2023-10-25 0001996192 srt:MaximumMember us-gaap:CommonStockMember 2023-10-25 0001996192 us-gaap:CommonStockMember 2024-03-29 0001996192 us-gaap:CommonStockMember 2024-07-01 2024-07-01 0001996192 2025-06-24 2025-06-24 0001996192 us-gaap:CommonStockMember 2025-06-24 0001996192 2025-06-24 0001996192 us-gaap:IPOMember 2025-06-30 0001996192 us-gaap:IPOMember 2024-07-01 2025-06-30 0001996192 us-gaap:WarrantMember 2024-07-01 2025-06-30 0001996192 lsh:RepresentativesWarrantsMember 2025-06-30 0001996192 lsh:RepresentativesWarrantsMember 2024-07-01 2025-06-30 0001996192 us-gaap:WarrantMember 2025-06-30 0001996192 us-gaap:WarrantMember lsh:FirstClosingOfFirstTrancheMember us-gaap:CommonStockMember 2025-06-30 0001996192 us-gaap:WarrantMember lsh:SecondClosingOfFirstTrancheMember us-gaap:CommonStockMember 2025-06-30 0001996192 lsh:PRCGAAPMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:NonrelatedPartyMember lsh:CrossborderFreightSolutionsMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:NonrelatedPartyMember lsh:PharmaceuticalDistributionMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:NonrelatedPartyMember lsh:OthersMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:NonrelatedPartyMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:RelatedPartyMember lsh:CrossborderFreightSolutionsMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:RelatedPartyMember lsh:PharmaceuticalDistributionMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:RelatedPartyMember lsh:OthersMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember us-gaap:RelatedPartyMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember lsh:CrossborderFreightSolutionsMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember lsh:PharmaceuticalDistributionMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember lsh:OthersMember 2024-07-01 2025-06-30 0001996192 lsh:ChiefOperatingDecisionMakerMember 2024-07-01 2025-06-30 0001996192 lsh:OperatingLeaseObligationsMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:OperatingLeaseObligationsMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:OperatingLeaseObligationsMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:OperatingLeaseObligationsMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:OperatingLeaseObligationsMember 2025-06-30 0001996192 lsh:FinanceLeaseObligationsMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:FinanceLeaseObligationsMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:FinanceLeaseObligationsMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:FinanceLeaseObligationsMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:FinanceLeaseObligationsMember 2025-06-30 0001996192 lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:VehicleLoansMember 2025-06-30 0001996192 lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:EquipmentLoansMember 2025-06-30 0001996192 lsh:OtherLoansMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:OtherLoansMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:OtherLoansMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:OtherLoansMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:OtherLoansMember 2025-06-30 0001996192 lsh:ConvertibleNotesMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:ConvertibleNotesMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:ConvertibleNotesMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:ConvertibleNotesMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:ConvertibleNotesMember 2025-06-30 0001996192 lsh:LoanPayableToARelatedPartyMember 2025-06-30 0001996192 lsh:LessThanOneYearMember lsh:LoanPayableToARelatedPartyMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember lsh:LoanPayableToARelatedPartyMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember lsh:LoanPayableToARelatedPartyMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember lsh:LoanPayableToARelatedPartyMember 2025-06-30 0001996192 lsh:LessThanOneYearMember 2025-06-30 0001996192 lsh:OneToThreeYearsMember 2025-06-30 0001996192 lsh:ThreeToFiveYearsMember 2025-06-30 0001996192 lsh:MoreThanFiveYearsMember 2025-06-30 0001996192 lsh:HupanPharmaceuticalHubeiCoLtdMember 2024-11-05 0001996192 lsh:HubeiHuayaoPharmaceuticalCoLtdMember 2024-07-01 2025-06-30 0001996192 us-gaap:SubsequentEventMember 2025-08-09 2025-08-09 0001996192 lsh:ConvertibleNoteMember us-gaap:SubsequentEventMember 2025-08-09 2025-08-09 0001996192 lsh:ConvertibleNoteMember us-gaap:SubsequentEventMember 2025-07-16 2025-07-16 0001996192 lsh:ConvertibleNoteMember us-gaap:SubsequentEventMember 2025-07-16 0001996192 us-gaap:InvestorMember us-gaap:SubsequentEventMember 2025-07-16 2025-07-16 0001996192 us-gaap:InvestorMember us-gaap:SubsequentEventMember 2025-08-04 2025-08-04 0001996192 us-gaap:InvestorMember us-gaap:SubsequentEventMember 2025-08-04 0001996192 2025-04-01 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:CNY lsh:Segment

Filing Compare · Lakeside Holding Ltd