Duke Holding: DRS filing (amended)

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Confidential Draft No. 1 2 as confidentially submitted to the U.S. Securities and Exchange Commission on August 1 September 12 , 2025. T his draft registration statement has not been publicly filed with the U.S. Securities and Exchange Co mmission a nd all information herein remains strictly confide ntial.

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Pursuant to Section 71003 of the Fixing America's Surface Transportation Act and based on guidance issued by the U.S. Securities and Exchange Commission in connection therewith, Duke Holding Inc., which qualifies as an "Emerging Growth Company," as defined in Rule 12b -2 under the Securities Exchange Act of 1934, as amended, is omitting its financial statements as of and for the six months ended June 30, 2025, because they relate to a historical period that Duke Holding Inc. believes will not be required to be included in the registration statement at the time of the contemplated offering. Duke Holding Inc. intends to amend the registration statement to include all financial information required by Regulation S -X , including its financial statements and the accompanying notes thereto as of and for the fiscal year ended December 31, 2025, at or before the date such amended registration statement is publicly filed.

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Prospectus summary 16 changes

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our strategic partnerships with major ocean carriers such as COSCO SHIPPING Lines Co., Ltd. ("Cosco Shipping"), SM Line, HMM Company Limited ("HMM"), and HEDE (Hong Kong) International Shipping Co., Ltd. ("HEDE"), enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last -mile delivery solutions, with our facilities equipped with advanced equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end -to -end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $11,204,925 and $6,984,810, representing 19% and 88% of our total revenue for each respective year.

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We are a U.S. domestic company and do not maintain any subsidiaries, offices, warehouses, or operations in the PRC. As such, we are not subject to PRC laws or regulations and are not under the jurisdiction of PRC authorities. Accordingly, neither we nor our subsidiaries are required to obtain permissions or approvals from the Cyberspace Administration of China ("CAC"), the China Securities Regulatory Commission ("CSRC"), or any other PRC governmental agency in connection with our operations or the listing of our common stock on Nasdaq. We confirm that we have not been required to obtain, nor have we applied for or been denied, any such permissions or approvals by PRC authorities. Although a significant portion of our customers are based in the PRC, our business is conducted entirely through our U.S. operations. If, however, (i) we inadvertently conclude that no permissions or approvals are required, or (ii) applicable laws, regulations, or interpretations change in the future such that we or our subsidiaries are required to obtain such permissions or approvals, we could become subject to investigations by PRC regulators, fines or penalties, or restrictions that could prohibit us from conducting offerings. These risks, although currently inapplicable to our operations, could, if triggered, materially and adversely affect our business and the value of our common stock, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

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• Disruptions to the international supply chain systems could adversely impact our business, financial condition, and results of operations (see page 21 22 of this prospectus);

• Labor actions may disrupt the U.S. transportation network we rely on and thus may adversely impact our business, financial condition, and results of operations (see page 21 22 of this prospectus);

• Demand for our services may be materially and adversely impacted by the changing consumer spending power and habits in the U.S. (see page 22 23 of this prospectus);

• We may be materially and adversely affected by the effects of inflation and a potential recession (see page 22 23 of this prospectus; and • If the PRC government imposes further restrictions and limitations on our PRC customers' ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition, and results of operations could be materially adversely affected (see page 22 23 of this prospectus).

Common Stock and Trading Risks (for a more detailed discussion, see "Risk Factors — Common Stock and Trading Risks" beginning on page 22 24 of this prospectus) • There has been no public market for our common stock prior to this offering, and you may not be able to resell our common stock at or above the price you pay for them, or at all (see page 22 24 of this prospectus);

• The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price (see page 23 24 of this prospectus);

• The price of our common stock could be subject to rapid and substantial volatility (see page 23 25 of this prospectus);

• You will experience immediate and substantial dilution in the net tangible book value of common stock purchased in this offering (see page 24 25 of this prospectus);

• If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected (see page 24 25 of this prospectus);

• We will incur substantial increased costs as a result of being a public company (see page 25 26 of this prospectus);

• We may not be able to maintain the listing of our common stock on Nasdaq (see page 25 27 of this prospectus);

• Substantial future sales of our common stock or the anticipation of future sales of our common stock in the public market could cause the price of our common stock to decline (see page 25 27 of this prospectus);

• If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline (see page 26 27 of this prospectus);

• Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our common stock (see page 26 27 of this prospectus); and • Nasdaq may apply additional and more stringent criteria for our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold a large portion of our listed securities (see page 27 29 of this prospectus).

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The offering 1 change

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We intend to use the proceeds from this offering to expand our warehouse network, acquire container vessels, upgrade our warehouse management system with advanced AI technology, establish expand our own truck fleet, and for working capital and other general corporate purposes. See " Use of Proceeds " on page 29 31 for more information .

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Risk factors 17 changes

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During the years ended December 31, 2024 and 2023, we derived most of our revenue from a few customers. Specifically, during the year ended December 31, 2024, we provided our integrated shipping services exclusively to a single international carrier customer, and this customer contributed approximately 80% of our total revenue in 2024. For the year ended December 31, 2023, our largest customer contributed approximately 40% our total revenue. Additionally, as of December 31, 2024, four customers accounted for approximately 28%, 26%, 16% and 11% of our accounts receivable, respectively. As of December 31, 2023, four customers accounted for approximately 16%, 15%, 13% and 10% of our accounts receivable, respectively. Over the same years, no other customers represented more than 10% of our total revenue or accounts receivable. For an example of a typical transaction, see " Business — Customers ." We may lose a significant customer due to a variety of factors, including our ability to provide quality integrated shipping services and/or warehouse and logistics management services. In particular, our agreement with HEDE, our largest customer in 2024 accounting for approximately 80% of our total revenue, remains effective for a fixed term of 36 months but may be terminated earlier by either party upon 90 days' prior written notice. See " Business — Customers. " Even though we have a strong record of performance, we cannot guarantee that we will continue to maintain the business cooperation with these significant customers at the same level, or at all. In particular, any disruption, termination, or deterioration in our commercial relationship with our single integrated shipping customer, whether due to reduced service needs, unfavorable contract renegotiation, operational disputes, financial difficulties of the customer, or termination of the agreement, could have a material and adverse effect on our revenue, cash flow, and profitability. If any significant customer terminates its relationship with us, we cannot assure you that we will be able to secure an alternative arrangement with comparable customers in a timely manner, or at all. Losing one or more of these significant customers could adversely affect our business, financial condition, and results of operations.

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Our dependence on third parties to provide overseas transportation , drayage, and last-mile delivery services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.

As we do not have our own delivery team and networks, our business depends on the services provided by, and relationships with, various independent third parties to provide ocean, truck, and last -mile delivery services and to report certain events to us, including, but not limited to, shipment status information and freight claims. For example, we rely on ocean freight carriers for the transportation of our customer's goods and merchandise to the U.S., before they complete customs clearance and are delivered to U.S. warehouses. We partially rely on third -party trucking companies to supplement our in -house truck fleet in providing drayage services to designated warehouses or distribution centers. We also rely on common carriers such as FedEx and UPS to distribute merchandise to U.S. end consumers. Several third -party logistics service providers contributed a significant part of the total cost of revenue of our Company. These third -party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments to our customers. This reliance also could cause delays in reporting certain events, including recognizing claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. Many of these risks are beyond our control, including:

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As we maintain customers' goods and merchandise in our warehouses, we bear the risk of damage and loss prior to coordinating with third -party logistics service providers to arrange last -mile delivery to the end consumers. In addition, we collaborate with freight services to transport customers' goods and merchandise from foreign countries to the U.S. port of entry and offer port trucking services to assist customers with the transportation of shipping containers from ports to storage facilities or warehouses. Although we also maintain cargo insurance and warehouse insurance for the warehouses operated and managed by us, and take steps to enhance control by engaging dependable truck drivers for transportation and renting more secure warehouses space, we remain subject to inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing. In addition, force majeure events such as flooding, fires, or hail may affect a large number of our automobiles. stored goods and merchandise. Such events may cause us to incur large damages, deprive us of a significant portion of our inventory, and reduce customer satisfaction if it leads to our failure to deliver sold automobiles. delivery failures. If any of the foregoing occurs, our business reputation, financial condition, and results of operations may be materially and adversely affected.

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Sustaining our ongoing operations and propelling future growth requires a significant investment in capital assets, coupled with sufficient working capital. In particular, as a growing company, we may require additional capital to finance our operations, make strategic investments, or respond to market conditions. For example, we are scheduled to increase our warehousing capacity to 1.2 million square feet targeting key regions in California, New Jersey, Chicago, Atlanta and Texas, with an estimated cost of approximately $9 $2.4 million. In addition, we plan to enhance our logistics infrastructure and optimize key trade routes with an estimated cost of approximately $35 million. There can be no assurance that we will be able to obtain the necessary financing on favorable terms or at all. Factors beyond our control, such as unfavorable market conditions, general economic downturns, or investor sentiment, may make it challenging for us to secure additional funding. In the event we are unable to obtain additional financing, we may have to significantly limit, or even terminate, our primary operations, or delay, reduce, or eliminate certain of our planned operations (including further building our warehousing network and developing comprehensive and sophisticated solutions and services that span the entire supply chain, from ocean freight to distribution and delivery), resulting in a complete loss of investment for our stockholders. Our inability to obtain financing on acceptable terms when needed may have a material adverse effect on our business, financial condition, results of operations, and prospects.

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Given the Chinese government's significant oversight and discretion over the conduct of our PRC customers' and PRC suppliers' business, the Chinese government may intervene or influence their operations at any time, which could result in a material change in our PRC customers' and PRC suppliers' operations, thus our business and the value of our securities may be adversely affected.

We are a U.S. domestic company and do not maintain any subsidiaries, offices, warehouses, or operations in the PRC. However, a significant portion of our customers and suppliers are based in the PRC, and their business operations are subject to substantial oversight, regulation, and discretion by the Chinese government. As such, any intervention or influence by the Chinese government in the operations of these counterparties could indirectly impact our business and the value of our securities.

The Chinese government has broad authority to regulate or intervene in industries it considers sensitive or strategically important, and it has in recent years issued new regulations affecting sectors such as technology, education, energy, and manufacturing. We cannot predict the nature or timing of future actions by the Chinese government, including changes in laws, regulations, or enforcement practices, that may be directed at businesses with which we contract or rely upon for goods and services. For example, if the Chinese government were to impose restrictions, increase compliance burdens, or suspend the operations of one or more of our key suppliers or customers due to policy changes, investigations, or other political or regulatory objectives, our supply chain or customer demand could be disrupted. This could result in material adverse changes to our operations, revenue, and profitability.

The Chinese government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the cross -border e -commerce industry that could adversely affect our PRC customers' or PRC suppliers' business. In particular, if our customers or suppliers in the PRC become subject to new laws or government policies, such as enhanced environmental regulations, export controls, or labor restrictions, they may experience increased costs, delays, or operational difficulties, which could in turn negatively affect our ability to deliver services, source goods, or retain customers. We cannot predict the effects of future developments in the PRC legal system on the business operations of our PRC customers or suppliers, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. Any such developments could result in supply chain disruption, loss of customers, increased cost of goods, or limitations on the cross -border movement of products, any of which could materially and adversely affect our business, financial condition, results of operations, and the value of our securities. These uncertainties could limit the legal protections available to us and our investors, including you. Although we are not directly subject to PRC laws or regulatory enforcement, these indirect risks may materially and adversely affect our business, financial condition, and results of operations, as well as the market value of our securities.

Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to our PRC customers and suppliers, and may indirectly affect our business and operations.

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private -sector investment in China. Our PRC Subsidiaries are subject to various PRC laws and regulations generally applicable to companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

Although we are not directly subject to PRC laws and regulations, many of our customers and suppliers are based in the PRC and may be affected by uncertainties in the PRC legal system. These counterparties may be required from time to time to resort to administrative or court proceedings to enforce their legal rights or respond to regulatory inquiries or changes. PRC administrative and judicial authorities have significant discretion in interpreting and implementing statutory and contractual terms, which can make it more difficult for these counterparties to evaluate legal risks and assert rights predictably. Furthermore, the PRC legal system is based in part on internal government policies and unpublished regulations that may have retroactive effect and change without advance notice. As a result, our customers and suppliers may not become aware of compliance issues until after a violation has occurred. These uncertainties, including over the scope and enforceability of contractual, property, and procedural rights, could materially and adversely affect their business operations, and consequently, may indirectly and negatively impact our business, financial condition, and results of operations, as well as the market value of our securities.

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The PRC government has imposed controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction. There is no guarantee that the PRC government will not further intervene or impose other restrictions on our PRC customers' ability to transfer or distribute cash outside the PRC. In the event that the foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a substantial portion of our revenue. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

We are a U.S. domestic company and do not maintain any subsidiaries, offices, or operations in the PRC and are therefore not subject to PRC laws or jurisdiction. Restrictions imposed by the PRC government on cash transfers do not affect our own ability to transfer cash between our Company and our subsidiaries, or to distribute cash to U.S. investors. However, a significant portion of our revenue is generated from PRC -based customers. For the years ended December 31, 2024 and 2023, we generated approximately 87% and 17% of our revenue from PRC -based customers, respectively. These PRC entities, as export -oriented enterprises, generally remit payments to us in U.S. dollars through standard international bank transfers, which are permitted under existing PRC foreign exchange regulations. However, PRC laws and regulations are subject to change. While our customers' payments to us have not been materially affected by existing requirements, there is no assurance that the PRC government will not implement additional measures in the future that could restrict or delay our PRC customers' ability to remit payments to us. In the event that the foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a substantial portion of our revenue. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

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Prior to this offering, there has not been a public market for our common stock. We have applied will apply for the listing of our common stock on Nasdaq. An active public market for our common stock, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our common stock will be materially and adversely affected.

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Our Chief Executive Officer and Chairman will hold a controlling interest in our company following this offering and his interests may conflict with those of our other stockholders.

Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially own approximately [•]% of the aggregate voting power of our outstanding common stock shares, assuming no exercise of the Representative's Warrants or the underwriters' over -allotment option. As a result, Mr. Yang will have the ability to control or significantly influence the outcome of matters requiring shareholder approval, including the election of directors, amendments to our organizational documents, and approval of any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions. This concentration of ownership may delay or deter possible changes of control, deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our Company, and may reduce the price of our common stock. Mr. Yang's interests may not always align with the interests of our other stockholders, and he may take actions that conflict with the interests of minority stockholders.

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Use of proceeds 2 changes

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• approximately $[•] million, or 35% 50% of the net proceeds we receive from this offering, for acquiring container vessels;

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• approximately $[•] million, or 15% 12% of the net proceeds we receive from this offering, for establishing expanding our own truck fleet; and • the balance to fund working capital and for other general corporate purposes.

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MD&A 15 changes

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our strategic partnerships with major ocean carriers such as Cosco Shipping, SM Line, HMM, and HEDE, enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last -mile delivery solutions, with our facilities equipped with advanced equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end -to -end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $11,204,925 and $6,984,810, representing 19% and 88% of our total revenue for each respective year.

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We also operate an e -commerce business that utilizes our logistics and supply chain infrastructure to conduct cross -border e -commerce . We source consumer goods from PRC -based suppliers and sell them in the U.S. through third -party platforms such as Amazon, Walmart, and Wayfair. All of our purchases from PRC -based suppliers are denominated and settled in U.S. dollars. Our e -commerce business primarily focuses on toy products that are popular among U.S. consumers. For the years ended December 31, 2024 and 2023, we generated $1,128,984 and $996,088 from our e -commerce business, representing 1.9% and 12.5% of our total revenue for each respective year.

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Disclosure Regarding the Uyghur Forced Labor Prevention Act (UFLPA)

We do not conduct any portion of our operations in, nor do we rely on counterparties that conduct operations in, the Xinjiang Uyghur Autonomous Region of the PRC. Accordingly, our business segments, products, lines of service, projects, and operations are not impacted by the Uyghur Forced Labor Prevention Act ("UFLPA"). We are aware, however, however, that the UFLPA, which creates a rebuttable presumption that goods mined, produced, or manufactured wholly or in part in Xinjiang are not eligible for entry into the U.S., reflects increasing regulatory scrutiny of global supply chains. As a U.S. -based company, we do not maintain subsidiaries, offices, warehouses, or operations in the PRC, and our supply chain does not involve counterparties operating in Xinjiang. While we believe our current operations are not affected by the UFLPA, we continue to monitor our supply chain practices to support compliance with all applicable laws and regulations.

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The following table sets forth gross profit from our major revenue categories:

For the Years Ended December 31,

3PL Logistics Services

Gross profit percentage

Gross profit percentage

Integrated shipping services

Gross profit percentage

Gross profit percentage

Our gross profit increased to approximately $5.1 million for the year ended December 31, 2024, compared to approximately $2.2 million for the same period in 2023, representing an increase of approximately $2.9 million, primarily driven by the launch of our integrated shipping services, which contributed $2.8 million of gross profit. Despite the increase in gross profit, our gross profit margin declined from 27.2% to 8.4%, mainly due to the launch of our integrated shipping services, which possessed a relatively low gross profit percentage of 5.8%. Gross profit from our 3PL logistics services increased approximately $0.2 million, although the margin declined from 29.0% to 19.7% as higher trucking and warehouse costs offset revenue growth. Gross profit from our e -commerce business decreased to approximately $78,000 from $144,000, with the margin contracting from 14.5% to 6.9% due to higher product costs relative to modest revenue growth.

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To partially offset the impact of these rising costs due to inflation, we implemented pricing adjustments and continued supply chain optimization initiatives. While these measures partially alleviated the impact of increased expenses, inflationary pressures still contributed to margin compression for the year ended December 31, 2024.

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As a result of the foregoing, our net income for the year ended December 31, 2024 was approximately $1.1 million, compared with net income of approximately $0.4 million for the same period in 2023, representing an increase by approximately $0.6 million. Our e -commerce segment recorded a net loss of approximately $0.3 and 0.1 million for the years end December 31, 2024 and 2023, respectively, reflecting continued cost pressures on this segment.

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Business 11 changes

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our strategic partnerships with major ocean carriers such as Cosco Shipping, SM Line, HMM, and HEDE, enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last -mile delivery solutions, with our facilities equipped with advanced equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end -to -end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $11,204,925 and $6,984,810, representing 19% and 88% of our total revenue for each respective year.

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An Experienced Management Team with Strong Financial and Operational Expertise Our management team consists of executives with decades of supply chain, warehousing, and logistics industry experience, as well as expertise in other corporate functions. As the founder of Duke System Logistics and our Chief Executive Officer, Mr. Michael Yang is responsible for the management of our day -to -day operations and high -level strategy and business planning. With an extensive background in logistics, Mr. Yang also served as a senior manager of logistics at American Chung Nam, the world's largest container exporter, from 2002 to 2008. In 2008, he founded Duke System Logistics, growing it into a multimillion -dollar company with operations across the U.S. and Asia. In addition, Ms. Ning (Winnie) Xiao, our Chief Financial Officer, has served as the chief financial officer of Duke System Logistics since September 2008, responsible for company's overall financial management and internal control. From April 2021 to April 2022, Ms. Xiao also served as an accountant at Management M LLC, where she focused on franchise management and financial record -keeping . Ms. Xiao brings expertise in developing financial processes, managing cash flow, and ensuring timely, compliant financial reporting; her skills in project management, data analysis, and communication are essential for monitoring business performance and delivering critical reports to stakeholders. Mr. Huafeng (Roger) Zhang has served as our Chief Operating Officer since [ • ], 2025, and he is a seasoned professional in container shipping and international logistics, with extensive experience in both China and the U.S. Throughout his career, Mr. Zhang has managed sales teams, driven growth in dry, refrigerated, and dangerous goods markets, and overseen major trade routes such as Transpacific, Asia -Europe , and Intra -Asia . Mr. Zhang also has deep expertise in U.S. landside logistics, warehousing, contract negotiation, and team leadership. While our executive officers bring significant operational and industry expertise, none of them has prior experience managing a public company. We rely on our visionary, experienced, and passionate senior management team to drive our business growth. Under the leadership of the management, we have successfully identified and capitalized on the opportunities for growth in the logistics and warehousing industries.

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• U.S. -China Routes : We expect to intensify efforts to optimize the U.S. -China trade routes. Expanding our warehouse presence near major U.S. ports and airports will significantly improve logistics timelines, thereby boosting the efficiency and reliability of our services between these critical economic regions. We currently do not expect to build any warehouses or offices, or conduct operations in China.

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Pursue Additional Strategic and Financially Attractive Acquisitions

We endeavor to identify, acquire, and integrate businesses that will expand our supply -chain -related warehousing and logistics business, while achieving synergies and generating attractive returns that exceed our cost of capital. Using our disciplined approach to screening and evaluating potential opportunities, we intend to seek strategically and financially attractive acquisition targets that provide us with new capabilities. We have significant internal resources dedicated to tracking potential acquisition prospects which are formally reviewed by senior management on a regular basis. Since we are a fast -growing warehousing and logistics solution provider with a wide network of contacts, we believe we will be an acquirer of choice in our industry and will be able to transact with smaller players at attractive valuations.

Acquiring Our Container Vessels for Ocean Freight Services and Expanding Our Truck Fleet for Drayage and Delivery Services As of the date of this prospectus, we do not operate our own container vessels and partner with third -party freight carriers and shipping companies to transport goods from Asia to U.S, facilitating ocean freight services for the first leg of our customers' merchandise journey. In addition, we partially rely on third -party trucking companies to supplement our existing in -house truck fleet in providing inland drayage services to designated warehouses or distribution centers. While these partnerships have enabled us to expand our service coverage and maintain flexibility, dependence on third parties limits our ability to control costs, secure capacity during peak seasons, and optimize operational efficiency across our logistics chain. See " Risk Factors — Operational Risks — Our dependence on third parties to provide overseas transportation, drayage, and last -mile delivery services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations ." To address these challenges and enhance our competitiveness, we plan to procure our own container vessels and expand our truck fleet, which we expect to begin implementing following the completion of this offering. The acquisition of container vessels and expansion of our truck fleet will allow us to expand our ocean freight services and port drayage and inland logistics capabilities, ensuring more dependable and cost -effective services for delivery to designated distribution centers, warehouses. We plan to gradually acquire container vessels and expand our truck fleet, with an estimated investment of approximately $6 million in container vessels and approximately $1.5 million in trucks, trailers, and supporting logistics infrastructure, from 2026 to 2028. We plan to use approximately 62% of the net proceeds we receive from this offering for acquiring container vessels and expanding our own truck fleet. See " Use of Proceeds ." We expect to fund the remainder of the capital expenditure through a combination of cash inflows from operations, bank financing, and other potential capital market transactions, depending on market conditions. We recognize that the implementation of this strategy may face challenges, including substantial upfront capital requirements, long lead times for vessel acquisition, and potential difficulties in recruiting and retaining qualified drivers and technical personnel for the trucking fleet. Delays in vessel delivery or budget overruns could also adversely impact the timeline and execution of this strategy. The occurrence of any of the foregoing events may have a material and adverse effect on our business, financial condition, and results of operations. Despite these risks, we believe that acquiring container vessels and building expanding our truck fleet will significantly reduce our reliance on third -party providers, allow us to capture greater value across the supply chain, and strengthen our position as a preferred one -stop logistics service provider for businesses engaged in cross -border trade between East Asia and the U.S. Pursue Additional Strategic and Financially Attractive Acquisitions We endeavor to identify, acquire, and integrate businesses that will expand our supply -chain -related warehousing and logistics business, while achieving synergies and generating attractive returns that exceed our cost of capital. Using our disciplined approach to screening and evaluating potential opportunities, we intend to seek strategically and financially attractive acquisition targets that provide us with new capabilities. We have significant internal resources dedicated to tracking potential acquisition prospects which are formally reviewed by senior management on a regular basis. Since we are a fast -growing warehousing and logistics solution provider with a wide network of contacts, we believe we will be an acquirer of choice in our industry and will be able to transact with smaller players at attractive valuations.

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As of the date of this prospectus, we do not operate our own container vessels and partner with major freight carriers and shipping companies to transport goods from Asia to U.S, facilitating ocean freight services for the first leg of our customers' merchandise journey. Specifically, we collaborate with ocean carriers, such as Cosco Shipping, SM Line and HEDE, enabling us to provide robust ocean transport solutions tailored for retailers, e -commerce sellers, and distributors in the U.S. Our services are designed to optimize the logistical process from major ports in the PRC, including those in Guangzhou, Ningbo, and Shanghai, directly to U.S. ports of entry, such as in Los Angeles and Chicago, and then to inland distribution points, with an average transit time of approximately 13 days from port of loading to port of discharge in Los Angeles. This express service is highly valued by e -commerce platforms, such as Temu and Alibaba, for its efficiency and reliability. Our partner ocean carriers include, but not limited to, HEDE, Cosco Shipping, Maersk, SM Line.

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Over the same years, no other customers represented more than 10% of our total revenue or accounts receivable. See " Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of operations ."

While we are expanding our international customer base in countries such as Vietnam, Thailand, and Indonesia, our PRC customers continue to make up the majority of our revenue. Specifically, we derived approximately 87% and 17% of our revenue from our PRC customers for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, we had an active customer base of 138 and 68, respectively. During the year ended December 31, 2024, our largest customer, HEDE, an international ocean carrier to whom we exclusively provided our integrated shipping services, contributed approximately 80% of our total revenue. For the year ended December 31, 2023, our largest customer represented approximately 40% our total revenue. As of December 31, 2024, four customers accounted for approximately 28%, 26%, 16% and 11% of our accounts receivable, respectively. As of December 31, 2023, four customers accounted for approximately 16%, 15%, 13% and 10% of our accounts receivable, respectively. Over the same years, no other customers represented more than 10% of our total revenue or accounts receivable. See " Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of operations ."

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Under a typical integrated shipping service agreement between Duke Shipping, one of our subsidiaries, and HEDE (the "Carrier"), Duke Shipping is appointed to act as the Carrier's shipping facilitator in the U.S., responsible for coordinating a broad range of vessel husbandry and port services. These services include the inward and outward clearance of vessels, supervision of berthing and cargo operations, documentation preparation, cargo handling coordination, issuance of bills of lading, and reporting to U.S. regulatory authorities. The agreement typically remains effective for a fixed term of 36 months and may be terminated earlier by either party upon 90 days' prior written notice, or immediately in the event of liquidation, insolvency, or material breach not cured within 30 days.

Under a typical integrated shipping service agreement dated October 17, 2024, between Duke Shipping, one of our subsidiaries, and HEDE (the "Carrier"), Duke Shipping is appointed as the Carrier's service provider in the U.S. to manage vessel -related logistics and port operations, including supervising berthing and equipment turnaround, overseeing inward and outward container clearance, arranging customs formalities, preparing and issuing delivery documents, coordinating with terminal operators and third -party vendors, and ensuring compliance with applicable tariffs and port regulations. Duke Shipping is authorized to enter into contracts, issue shipping documentation, and designate sub -service providers as needed to perform these duties. The Carrier is responsible for providing necessary instructions, equipment, and bills of lading, and agrees to pay service fees according to a separate schedule set forth in the agreement, with payment due within 15 days from the date of the advance invoice. The agreement remains effective for a fixed term of 36 months from October 17, 2024 to October 16, 2027, and may be terminated earlier by either party upon 90 days' prior written notice, or immediately in cases where either party enters into liquidation (whether compulsory or voluntary), or enters into a debt settlement arrangement with its creditors or has a receiver appointed over all or any part of its assets, or engages in conduct that is materially prejudicial to the business.

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Notes to the financial statements 7 changes

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DUKE HOLDINGS HOLDING INC. AND SUBSIDIARIES

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Note 1: Nature of business and organization 4 changes

Duke Holdings Holding Inc. ("Duke Holdings") Holding") was incorporated on July 29, 2024 under the laws of the State of Nevada. Duke Holdings Holding is a holding company and has no substantive operations other than holding all of the outstanding shares of its subsidiaries through recapitalizations. Duke Holding and its subsidiaries are hereafter referred to as the "Company."

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On August 5, 2024, Duke Holdings Holding acquired DUKE SYSTEM LOGISTICS INC ("Duke System Logistics") from the original stockholder of Duke System Logistics, Mr. Michael Yang, through a share exchange agreement entered into by and among Duke Holdings, Holding, Duke System Logistics, and Mr. Michael Yang. Duke Holdings Holding issued 1,393,600 shares of common stock to Mr. Yang in exchange for all the outstanding shares of Duke System Logistics, which had been 100% owned by Mr. Michael Yang.

On June 2, 2025, Duke Holdings Holding acquired Duke Shipping Agency, LLC ("Duke Shipping") from the original member of Duke Shipping, Mr. Michael Yang, through a share exchange agreement entered into by and among Duke Holdings, Holding, Duke Shipping, and Mr. Michael Yang. Duke Holdings Holding issued 2,000,000 shares of common stock to Mr. Yang in exchange for all the membership interest in Duke Shipping, which had been 100% owned by Mr. Michael Yang.

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The accompanying consolidated financial statements reflect the activities of Duke Holdings Holding and each of the following entities:

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Note 2: Basis of presentation and summary of significant accounting policies 1 change

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Note 2: Basis of presentation and summary of significant accounting policies (cont.) 1 change

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In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023 -07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments. These requirements include: (i) disclosure of significant expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss (collectively referred to as the "significant expense principle"); (ii) disclosure of an amount for other segment items (equal to the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment and a description of their composition; (iii) annual disclosure of a reportable segment's profit or loss and assets currently required by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report those additional measures of segment profit or loss; (v) disclosure of the title and position of the CODM and an explanation of how the DUKE HOLDINGS HOLDING INC. AND SUBSIDIARIES

Note 4: Customer deposits 1 change

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Note 6: Inventories, net 1 change

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The Company recorded inventories impairment of $33,477 and nil for the years ended December 31, 2024 and 2023, respectively, due to damage, obsolescence, excess, and slow moving items.

Note 7: Property and equipment, net 1 change

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Note 8: Leases 1 change

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Note 8: Leases (cont.) 1 change

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Note 9: Related party transactions 1 change

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Shareholder Michael Yang has 75.5% personal investment in Goodman Logistics Duke Xpress Inc. Shareholder Michael Yang has 75.5% ownership in Duke Xpress Ants Logistics Inc. Shareholder Michael Yang has 40% ownership in ANTS Management M LLC Shareholder Michael Yang has 72% personal investment in Management M LLC Redlands Management LLC Shareholder Michael Yang is a manager of Redlands Management LLC Duke System Logistics (Shenzhen) Inc. Shareholder Michael Yang has 75% personal investment in Duke System Logistics (Shenzhen) DUKE HOLDINGS HOLDING INC. AND SUBSIDIARIES

Note 9: Related party transactions (cont.) 1 change

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Note 10: Income taxes 1 change

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Note 11: Loans payable 1 change

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Note 11: Loans payable (cont.) 1 change

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Note 14: Concentration of risk 1 change

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Note 15: Segment information 1 change

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Undertakings 8 changes

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post -effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Exhibits 1 change

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Opinion of Hunter Taubman Fischer & Li LLC regarding the validity of the shares of Common Stock being registered and the enforceability of the Representative's Warrants 10.1* Employment Agreement effective as of [•] by and between Michael Yang and the Registrant 10.2* Employment Agreement effective as of [•] by and between Ning (Winnie) Xiao and the Registrant 10.3* Employment Agreement effective as of [•] by and between Huafeng (Roger) Zhang and the Registrant 10.4* Indemnification Agreement dated [•] by and between Michael Yang and the Registrant 10.5* Indemnification Agreement dated [•] by and between Ning (Winnie) Xiao and the Registrant 10.6* Indemnification Agreement dated [•] by and between Huafeng (Roger) Zhang and the Registrant 10.7* Indemnification Agreement dated [•] by and between [•] and the Registrant 10.8* Indemnification Agreement dated [•] by and between [•] and the Registrant 10.9* Indemnification Agreement dated [•] by and between [•] and the Registrant 10.10* Director Offer Letter, between [•] and the Registrant, dated [•] 10.11* Director Offer Letter, between [•] and the Registrant, dated [•] 10.12* Director Offer Letter, between [•] and the Registrant, dated [•] 10.13* Form of Transportation and Fulfillment Service Agreement by and between a customer and Duke System Logistics 10.14* Integrated Shipping Service Agreement by and between Duke Shipping and HEDE 10.15* Terminal Services Agreement dated August 31, 2024 by and between Duke Shipping and WBCT 14.1* Code of Business Conduct and Ethics of the Registrant 21.1* Subsidiaries 23.1* Consent of ZH CPA, LLC 23.2* Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1) 24.1* Power of Attorney 99.1* Form of Audit Committee Charter 99.2* Form of Compensation Committee Charter 99.3* Form of Nominating and Corporate Governance Committee Charter 99.4* Consent of Frost & Sullivan Limited 99.5* Consent of [Director Nominee] 99.6* Consent of [Director Nominee] 99.7* Consent of [Director Nominee] 107* Filing Fee Table ____________ * To be Filed II-6 by Amendment II-5