Duke Holding: securities offering

Cover page 19 changes

Confidential Draft No. 2 as confidentially submitted to the U.S. Securities and Exchange Commission on 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.

REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on October 24 , 2025.

21 unchanged paragraphs

1945 Old Gallows Road,

12 unchanged paragraphs

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.

2 unchanged paragraphs

PRELIMINARY PROSPECTUS DATED [•], OCTOBER 24, 2025

[•] 1,250,000 Shares of Common Stock

This is an initial public offering on a firm commitment basis of our common stock, par value $0.0001 per share. Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be in the range of $[•] $4.00 to $[•] $5.00 per share.

We have reserved the symbol "[ ]" "DUKL" for purposes of listing our common stock on the Nasdaq Capital Market ("Nasdaq") and plan to apply have applied to list our common stock on Nasdaq. At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

1 unchanged paragraph

Additionally, we are, and following the completion of this offering, will continue to be, a "controlled company" as defined under Nasdaq Marketplace Rules 5615(c), because Michael Yang, our Chief Executive Officer and controlling stockholder, will be able to exercise [•]% 72.68% of the aggregate voting power of our issued and outstanding shares of common stock and will be able to determine all matters requiring approval by our stockholders, immediately after the consummation of this offering, assuming the sale of [•] 1,250,000 shares of common stock we are offering and no exercise of the Representative's Warrants (defined below) or the underwriters' over -allotment option. For further information, see " Principal Stockholders ." We do not intend to avail ourselves of the corporate governance exemptions afforded to a "controlled company" under the Nasdaq Marketplace Rules. However, our decision not to rely on the "controlled company" exemption could change. See " Risk Factors" and "Management — Controlled Company ."

Investing in our common stock involves a high degree of risk. See " Risk Factors " beginning on page 10 9 of this prospectus.

3 unchanged paragraphs

(2) In addition to the underwriting discounts listed above, we have agreed to issue, upon closing of this offering, warrants to [•], as representative of the several underwriters (the "Representative"), exercisable during the [•] -year period from the commencement of sales of this offering, entitling the Representative to purchase [•]% of the total number of shares of common stock sold in this offering (including any shares of common stock sold as a result of the exercise of the underwriters' over -allotment option) at a per share price equal to [•]% of the public offering price (the "Representative's Warrants"). The registration statement of which this prospectus forms a part also covers the Representative's Warrants and the common stock issuable upon the exercise thereof. See " Underwriting " for additional information regarding total underwriter compensation.

(1) Represents underwriting discounts equal to [•]% seven percent (7%) per share of common stock.

(2) Does not include a non -accountable expense allowance in the amount of one percent (1%) of the offering proceeds. For a complete description of compensation payable to the underwriters, see "Underwriting."

We have granted the underwriters an option for a period of 45 days from the closing of this offering to purchase up to [15.0]% an additional fifteen percent (15%) of the total number of shares of common stock to be offered by us pursuant to this offering solely for the purpose of covering over -allotments , if any, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $[•], $452,812, based on an assumed public offering price of $[•] $4.50 per share of common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and the total gross proceeds to us, before underwriting discounts and expenses, will be $[•]. $6,468,750.

2 unchanged paragraphs

Sole Book-Running Manager

US Tiger Securities, Inc.

29 unchanged paragraphs

This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

This prospectus contains estimates and information concerning our industry, including our market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports. This prospectus contains statistical data and estimates published by Frost & Sullivan Limited ("Frost & Sullivan"), an independent research firm, for which we paid a fee. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry reports. These forecasts and forward -looking information are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section. These and other factors could cause results to differ materially from those expressed in these publications and reports, as well as in the forecasts or estimates from us.

Prospectus summary 35 changes

3 unchanged paragraphs

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 cooperation 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 six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $11,204,925, and $6,984,810, respectively, representing 11%, 19%, and 88% of our total revenue for each respective period and year.

In March April 2024, we expanded into integrated shipping services through Duke Shipping, one of our subsidiaries, leveraging our prior experience coordinating ocean freight and port -related services under our 3PL logistics operations. Duke Shipping has served as a designated U.S. shipping facilitator for non -U .S. -based carriers, focusing on port and cargo operations for international shipping lines entering and operating in the U.S. market. We assist our carrier clients with regulatory compliance, berth and terminal arrangements, vessel scheduling, coordination of cargo unloading, pilotage, towage, tugboat assistance, and cleaning services, as well as demurrage and detention charge processing. As of the date of this prospectus, we provide our integrated shipping services exclusively to a single customer, and act as a principal in delivering such services. 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 the loss of such significant business from any of our top customers or and any material interruptions with our key supplier s may have an adverse effect on our business, financial condition, and results of operations ." For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $48,045,772, and nil, respectively, representing 88%, 80%, and nil of our total revenue for each respective period and year.

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. Our e -commerce business primarily focuses on toy products that are popular among U.S. consumers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $1,128,984, and $996,088, respectively, from our e -commerce business, representing 0.2%, 1.9%, and 12.5% of our total revenue for each respective period and year.

For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6 million, $1.1 million, and $0.4 million, respectively. As of June 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 138, and 68 clients, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant part of our revenue from customers based in China. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 87%, and 17% of our revenue from PRC -based customers, respectively. See " Risk Factors — Economic, Political, and Market Risks — China's economic, political, and social conditions, as well as governmental policies, could affect the business environment and economic conditions in China, which may result in an adverse impact on the demand for our services, potentially harming our financial condition and operating results ."

2 unchanged paragraphs

• strong industry relationships and strategic partnerships cooperation that elevate operational efficiency and market reach;

7 unchanged paragraphs

The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of our initial public offering ("IPO") based on a proposed number of [•] 1,250,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

8 unchanged paragraphs

Operational Risks (for a more detailed discussion, see "Risk Factors — Operational Risks" beginning on page 10 9 of this prospectus) Risks and uncertainties related to our business include, but are not limited to, the following:

• If our customers are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially and adversely affected (see page 10 9 of this prospectus);

• 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 the loss of such significant business from any of our top customers or supplier and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations (see page 10 9 of this prospectus);

• Customer demand is difficult to forecast accurately, and as a result we may be unable to make planning and spending decisions to match such demand (see page 11 10 of this prospectus);

• 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 (see page 11 10 of this prospectus);

• Our previous growth rates and performance may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future (see page 10 of this prospectus);

• Our results of operations are affected by our ability to control operating costs, including transportation, warehousing, and port services, many of which are beyond our control (see page 11 of this prospectus);

• We may face capacity limitations and delays at ports and terminals, including restricted berth availability, yard congestion, and labor scheduling challenges, which could materially disrupt our integrated shipping and logistics services (see page 11 of this prospectus);

• We may face risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt our operations (see page 11 12 of this prospectus);

2 unchanged paragraphs

• Our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs or result in a decrease in our insurance coverage (see page 12 13 of this prospectus);

5 unchanged paragraphs

• To sustain our operations and future business growth, we need to make significant investments in both capital assets and working capital, and if we are unable to secure sufficient financing when needed, our ability to execute our business plan as outlined in this prospectus will be impaired, which may negatively impact our business and prospects (see page 15 of this prospectus);

2 unchanged paragraphs

• Our previous growth rates and performance may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future (see page 15 of this prospectus);

• We are subject to numerous laws and regulations applicable to the logistics and warehousing industry in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations (see page 16 15 of this prospectus);

1 unchanged paragraph

• Failure to protect intellectual property rights could adversely affect our business (see page 17 16 of this prospectus);

1 unchanged paragraph

• We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition (see page 17 of this prospectus); and • We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers (see page 18 17 of this prospectus).

2 unchanged paragraphs

• Any adverse change in political relations between the U.S. and other countries or regions where our overseas customers are located (particularly the PRC), such as the ongoing U.S. -China trade conflicts, may negatively affect our business (see page 19 18 of this prospectus);

1 unchanged paragraph

• We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine and the increasing strained relationship between the U.S. and China. Our business, financial condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions (see page 20 19 of this prospectus);

3 unchanged paragraphs

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

• We may be materially and adversely affected by the effects of inflation and a potential recession (see page 23 22 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 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 23 of this prospectus) Risks and uncertainties related to our business include, but are not limited to, the following:

Common Stock and Trading Risks (for a more detailed discussion, see "Risk Factors • Common Stock and Trading Risks" beginning on page 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 24 23 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 24 23 of this prospectus);

• The price of our common stock could be subject to rapid and substantial volatility (see page 25 24 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 25 24 of this prospectus);

1 unchanged paragraph

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

• We may not be able to maintain the listing of our common stock on Nasdaq (see page 27 26 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 27 26 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 27 26 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 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 29 28 of this prospectus).

9 unchanged paragraphs

The offering 10 changes

1 unchanged paragraph

We currently estimate that the initial public offering price will be in the range of $4.00 to $5.00 per share.

Shares of common stock outstanding prior to completion of this offering 42,000,000 shares Shares of common stock outstanding immediately after this offering 43,250,000 shares, assuming no exercise of the underwriters' over -allotment option;

43,437,500 shares, assuming full exercise of the underwriters' over -allotment option.

We currently estimate that the initial public offering price will be in the range of $[•] to $[•] per share Shares of common stock outstanding prior to completion of this offering 42,000,000 shares Shares of common stock outstanding immediately after this offering [•] shares, assuming no exercise of the underwriters' over -allotment option and excluding [•] shares underlying the Representative's Warrants [•] shares, assuming full exercise of the underwriters' over -allotment option and excluding [•] shares underlying the Representative's Warrants Listing We plan to apply have applied to have our common stock listed on Nasdaq. At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

1 unchanged paragraph

Transhare Corporation

1 unchanged paragraph

We have granted to the underwriters an option, exercisable within forty -five (45) days from the closing of this offering, to purchase up to an aggregate of [•] 187,500 additional shares of our common stock.

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, expand our own truck fleet, and for working capital and other general corporate purposes. See " Use of Proceeds " on page 31 30 for more information .

We have agreed, subject to certain customary exceptions, not to for a period of 180 days from the date of this prospectus, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock (excluding, however, the issuance for a period of any shares six (6) months from the date of our common stock or other equity awards pursuant to our executive compensation or employee benefit plan), this prospectus without the prior written consent of US Tiger Securities, Inc., as representative of the several underwriters (the "Representative").

All Each of our directors, and officers and our principal stockholders ([5]% or holders of more stockholders) have than 5% of our securities has agreed with the underwriters, subject to certain customary exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of [180] days six (6) months after the date of this prospectus. See " Underwriting — Lock -up Agreements " for more information.

The common stock offered hereby involve a high degree of risk. You should read "Risk Factors," beginning on page 9 for a discussion of factors to consider before deciding to invest in our common stock .

Risk factors 28 changes

The common stock offered hereby involve a high degree of risk. You should read "Risk Factors," beginning on page 10 for a discussion of factors to consider before deciding to invest in our common stock .

Representative's Warrants

The registration statement of which this prospectus forms a part also registers for sale the Representative's Warrants to purchase shares of common stock equal to [5]% of the total number of shares of common stock sold in this offering, including the number of shares of common stock upon the exercise of the underwriters' over -allotment option, as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The Representative's Warrants will be exercisable starting six (6) months after the date of commencement of sales of the offering and for a four and one -half year period thereafter at a per share exercise price of $[•] ([125.0]% of the public offering price of the common stock, based on an assumed offering price of $[•] per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). Please see "Underwriting — The Representative's Warrants" for a description of these warrants.

3 unchanged paragraphs

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 the loss of such significant business from any of our top customers or and any material interruptions with our supplier s may have an adverse effect on our business, financial condition, and results of operations.

During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we derived most of our revenue from a few customers. Specifically, during the six months ended June 30, 2025 and the year ended December 31, 2024, we provided our integrated shipping services exclusively to a single international carrier customer, and this customer contributed approximately 88% and 80% of our total revenue, in 2024. respectively. For the year ended December 31, 2023, our largest customer contributed approximately 40% our total revenue. Additionally, as of June 30, 2025, four customers accounted for approximately 46%, 13%, 12% and 12% of our accounts receivable, respectively. 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 period or 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.

In addition, we depend upon a few suppliers that accounted for more than 10% of our total purchases for the past two years — specifically, our largest supplier accounted for 72% of our total purchases for the six months ended June 30, 2025. Our largest supplier accounted for approximately 69% of our total purchases for the year ended December 31, 2024. Our top three suppliers accounted for 22%, 19% and 11% of our total purchases, respectively, for the year ended December 31, 2023. As of June 30, 2025, two suppliers accounted for 72% and 12% of our total balance of accounts payable, respectively. As of December 31, 2024, one supplier accounted for approximately 83% of our total balance of accounts payable. As of December 31, 2023, three suppliers accounted for 20%, 15% and 10% of our total balance of accounts payable, respectively. We cannot ensure that we will have no concentration of suppliers in the future. Such third -party suppliers are run by independent entities that are subject to their own unique operational and financial risks, which are beyond our control. If such significant suppliers breach or terminate their contracts with us, or experience significant disruptions to their operations, we will be required to find and enter into arrangements with one or more replacement suppliers. Finding alternative suppliers could involve significant delays and other costs and these suppliers may not be available to us on reasonable terms or at all. As a result, this could harm our business and financial results and result in lost or deferred revenue.

9 unchanged paragraphs

Our previous growth rates and performance may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future.

Our business has steadily expanded since its inception, and experienced significant growth from 2023 to 2024, primarily due to the launch and rapid expansion of our integrated shipping operations in 2024. Our total revenue increased by approximately $52.4 million, or 656.6%, to approximately $60.4 million for the year ended December 31 2024 from $8.0 million for the year ended December 31, 2023. We reported net income of approximately $1.1 million for the year ended December 31, 2024, representing an increase of $0.6 million, or 143.8%, from net income of $0.4 million for the year ended December 31, 2023. While we have achieved strong financial results in the past, these results may not be sustainable or indicative of future results, and we cannot assure you that we will achieve or maintain profitability on a consistent basis. Our revenue growth may slow down or our revenue may decline for a number of reasons, including reduced demand for our logistics and warehousing services, increased competition, industry trend, or our failure to capitalize on growth opportunities. Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations. In addition, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we currently expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses. Any failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

Our results of operations are affected by our ability to control operating costs, including transportation, warehousing, and port services, many of which are beyond our control.

Our profitability depends heavily on our ability to manage and control a wide range of operational costs associated with our 3PL logistics services, integrated shipping services, and e -commerce business. These costs include, but are not limited to, transportation and delivery expenses, freight coordination costs, fuel and toll fees, labor expenses, and leasing costs. Effective cost -control measures have a direct impact on our financial condition and results of operations. For example, our transportation costs are affected by the service fees we pay to cross -border freight carriers and U.S. domestic ground transportation providers, who consume large quantities of fuel to operate their vessels and vehicles. Increases in global oil prices, carbon emission surcharges, or fuel taxes may cause these providers to pass on higher fuel costs to us. The availability and price of fuel and third -party transportation capacity are subject to political, economic, and market factors that are beyond our control. In addition, through Duke Shipping, one of our subsidiaries, we also incur substantial expenses related to our integrated shipping services, including cargo unloading, pilotage, towage, tugboat assistance, and cleaning services. Such charges are often subject to adjustments imposed by port authorities, labor unions, or maritime service providers, and may increase due to inflation, labor shortages, or new environmental regulations. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. If we are unable to effectively manage our costs, negotiate favorable terms with our transportation and service providers, or increase customer pricing in response to rising expenses, our gross margins, cash flow, and overall financial condition may be materially and adversely affected.

We may face capacity limitations and delays at ports and terminals, including restricted berth availability, yard congestion, and labor scheduling challenges, which could materially disrupt our integrated shipping and logistics services.

Our ability to provide integrated shipping and logistics services depends significantly on the operational efficiency and capacity of ports and container terminals in the U.S., particularly the Port of Los Angeles, where Duke Shipping, one of our subsidiaries, manages vessel -related logistics and port operations. As we continue to scale our integrated shipping services, we may face capacity and timing constraints, including limited berth windows, terminal yard congestion, equipment turnaround delays, and disruptions in longshore labor scheduling. Port congestion can result from a variety of factors outside of our control, such as increased vessel traffic, inclement weather, equipment shortages, or delays in customs clearance. For example, missed or restricted berth windows may lead to delays in vessel unloading or reloading, requiring us to reschedule services or deploy additional labor and towing resources at higher cost. Yard congestion may also hinder the timely movement of containers, slowing down cargo clearance, reducing the efficiency of equipment turnaround, and impairing downstream distribution schedules. In addition, labor shortages, union strikes, or changes in port labor scheduling could further delay port operations and increase labor costs. See " Operational Risks — 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 ." Terminal operators may also impose restrictions on gate hours, require new compliance documentation, or adjust fees in response to congestion, all of which could increase our operating costs or reduce our service capacity. Although we strive to mitigate these issues through advance coordination with port authorities, terminal operators, and our customers, we cannot assure you that we will be able to secure priority access, maintain timely throughput, or avoid penalties related to port delays. If our port or terminal operations are disrupted or delayed, we may fail to meet our service obligations, damage customer relationships, and incur significant additional costs, all of which could adversely affect our business, financial condition, and results of operations.

2 unchanged paragraphs

In addition, our business may be negatively impacted by the fear of, exposure to, or actual effects of, a disease outbreak, epidemic, pandemic, or similar widespread public health concern, including travel restrictions or recommendations or mandates from governmental authorities as a result of the COVID -19 pandemic, the threat of the virus, or the emergence of any variants. During the year ended December 31, 2022, our business was moderately impacted by the COVID -19 pandemic. Specifically, the COVID -19 pandemic posed significant challenges for logistics companies globally. Multiple national lockdowns, in particular the lockdowns, travel restrictions, mandatory cessations of business operations, or mandatory quarantines imposed in the PRC, slowed or even temporarily halted the movement of raw materials and finished goods, thus disrupting the manufacturing and distribution of goods. Since the end of 2022, the Chinese government has eased the COVID -19 restrictions. As a result, the PRC operating entities gradually recovered from the negative impact of the COVID -19 pandemic on their results of operations. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, the COVID -19 pandemic did not have a material impact on the PRC operating entities' our financial positions position or operating results. However, there is no assurance that a disease outbreak, such as the COVID -19 pandemic or any other natural disasters, will not occur in the future. The extent to which such natural diseases may impact us will depend on future developments, which are highly uncertain and cannot be predicted, including the duration, severity, and recurrence of any such disease outbreak, the effectiveness of mitigation strategies, third -party actions taken to contain its spread and mitigate its public health effects, and the travel restrictions, recommendations, or mandates from governmental authorities as a result of such natural disasters or disease outbreaks. Any of these factors may materially and adversely affect our business, financial condition, and results of operations.

23 unchanged paragraphs

To sustain our operations and future business growth, we need to make significant investments in both capital assets and working capital, and if we are unable to secure sufficient financing when needed, our ability to execute our business plan as outlined in this prospectus will be impaired, which may negatively impact our business and prospects.

6 unchanged paragraphs

Our previous growth rates and performance may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future.

Our business has steadily expanded since its inception, and experienced significant growth from 2023 to 2024, primarily due to the launch and rapid expansion of our integrated shipping operations in 2024. Our total revenue increased by approximately $52.4 million, or 656.6%, to approximately $60.4 million for the year ended December 31 2024 from $8.0 million for the year ended December 31, 2023. We reported net income of approximately $1.1 million for the year ended December 31, 2024, representing an increase of $0.6 million, or 143.8%, from net income of $0.4 million for the year ended December 31, 2023. While we have achieved strong financial results in the past, these results may not be sustainable or indicative of future results, and we cannot assure you that we will achieve or maintain profitability on a consistent basis. Our revenue growth may slow or our revenue may decline for a number of reasons, including reduced demand for our logistics and warehousing services, increased competition, industry trend, or our failure to capitalize on growth opportunities. Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations. In addition, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we currently expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses. Any failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

17 unchanged paragraphs

The logistics and warehousing industry in the U.S. is highly competitive and rapidly evolving, with an increasing number of companies entering the market in recent years. As we provide comprehensive logistics solutions, including international ocean shipping, customs clearance, warehousing and inventory management, and last -mile delivery services, we face competition from various players such as freight delivery service providers, warehousing companies, and third -party logistics providers. While we currently primarily compete in the U.S. -Asia logistics market, we have the advantage of strong industry relationships, strategic partnerships, extensive warehousing capacity, and established operational expertise. Nonetheless, with the growth of overseas warehousing services, competition is intensifying and is expected to increase significantly in the future. This heightened competition may result in pressure to reduce prices for customer acquisition, potentially leading to reduced profit margins and a loss of market share. We compete with other competitors on the following bases:

8 unchanged paragraphs

As we derived approximately 94%, 87%, and 17% of our revenue from customers in the PRC during the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, respectively, the continued success of our operations will be heavily dependent on the willingness of our overseas customers to source goods from other countries, particularly from the PRC, and utilize our logistics services for distribution to the U.S. This, in turn, depends heavily on stable political and economic relations between the PRC and the U.S. In the event of any significant deterioration in the PRC's relations with the U.S., our customers in the PRC may refrain from selling their merchandise in the U.S. market, and executive action or legislation may be enacted that would adversely affect the profitability, feasibility, and thus the willingness of these customers to continue their cross -border business in the U.S. Given that we cannot predict what actions may ultimately be taken with respect to trade relations between the U.S. and China, our supply chain, costs, and profitability may be negatively impacted by the adoption and expansion of trade restrictions, the continuation of the trade conflicts, or other government actions related to tariffs, trade agreements, or related policies. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

8 unchanged paragraphs

In addition, the U.S. -China relationship has recently faced a daunting challenge, contributing to geopolitical instability worldwide. Because we derived approximately 94%, 87% and 17% of our revenue from PRC -based customers during the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, respectively, our business relies on a stable economic and political relationship between the U.S. and China. However, the tensions between the two countries have intensified since the COVID -19 pandemic, exemplified by the ongoing trade conflicts between U.S. and China, and there is significant uncertainty about the future relationship between the two countries with respect to trade policies, treaties, government regulations, and tariffs. A deteriorating relationship between the U.S. and China, or a prolonged stalemate between them, could materially adversely affect our business, results of operations, and financial condition.

1 unchanged paragraph

While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant part of our revenue from customers based in China. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 87%, and 17% of our revenue from PRC -based customers, respectively. We expect such PRC -based revenue to continue to comprise a significant part of our revenue going forward. As a result, any unforeseen events or circumstances that negatively impact our ability to provide our services to our PRC customers would materially and adversely affect our financial condition and results of operations. These negative events and circumstances include, but may not be limited to, the following:

9 unchanged paragraphs

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 pertaining to such PRC laws and regulations, 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.

9 unchanged paragraphs

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 six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 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.

2 unchanged paragraphs

Prior to this offering, there has not been a public market for our common stock. We will apply have applied 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.

14 unchanged paragraphs

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock. Consequently, when you purchase shares of our common stock in the offering, upon completion of the offering you will incur immediate dilution of $[•] $4.43 per share, assuming an initial public offering price of $[•], $4.50, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. See " Dilution ." In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon exercise of outstanding options we may grant from time to time.

14 unchanged paragraphs

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. An aggregate of 42,000,000 shares of common stock are outstanding before the consummation of this offering. An aggregate of [•] 43,250,000 shares of common stock will be outstanding immediately after the consummation of this offering, assuming no exercise of the underwriters' over -allotment option, and [•] 43,437,500 shares of common stock will be outstanding immediately after the consummation of this offering, assuming the full exercise of the underwriters' over -allotment option. Sales of these shares into the market could cause the market price of our common stock to decline.

7 unchanged paragraphs

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 [•]% 72.68% 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.

7 unchanged paragraphs

All of our directors and officers and our stockholders owning 5% or more of our shares of common stock have agreed with the Representative not to sell, transfer, or dispose of, directly or indirectly, any of our shares of common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of [180] days six (6) months from the date of this prospectus. See " Underwriting — Lock -up Agreements ." Our pre -IPO stockholders may be able to sell their shares of common stock under Rule 144 after the completion of this offering and following the expiration of that lock -up period, if applicable. See " Shares Eligible for Future Sale " below. Because these stockholders have paid a lower price per share of our common stock than participants in this offering, when they are able to sell their pre -IPO shares under Rule 144 and following the expiration of the lock -up period, if applicable, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the common stock following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre -IPO stockholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the common stock to be sold pursuant to Rule 144 during the pendency of this offering.

2 unchanged paragraphs

Use of proceeds 6 changes

Based upon an assumed initial public offering price of $[•] $4.50 per share of our common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $[•] $4.4 million if the underwriters do not exercise their over -allotment option, and $[•] $5.2 million if the underwriters exercise their over -allotment option in full.

We plan to use the net proceeds we receive from this offering, assuming the underwriters do not exercise their over -allotment option, for the following purposes:

• approximately $[•] $0.9 million, or 20% of the net proceeds we receive from this offering, for expanding our warehouse network;

• approximately $[•] $2.2 million, or 50% of the net proceeds we receive from this offering, for acquiring container vessels;

• approximately $[•] $0.2 million, or 5% of the net proceeds we receive from this offering, for upgrading our warehouse management system with advanced AI technology;

• approximately $[•] $0.5 million, or 12% of the net proceeds we receive from this offering, for expanding our truck fleet; and • the balance to fund working capital and for other general corporate purposes.

1 unchanged paragraph

Dividend policy 1 change

During the six months ended June 30, 2025, we declared and paid a cash distribution of $1,000,000 to our shareholder, which was recorded as a reduction to retained earnings. During the year ended December 31, 2023, we declared and paid a cash distribution of $92,537 to our shareholders, which was recorded as a reduction to retained earnings. Other than this distribution, these two distributions, we have not paid any cash dividends on our common stock as of the date of this prospectus. Our board of directors currently intends to retain any future earnings to support our operations and growth, and does not anticipate declaring or paying any dividends in the foreseeable future. We are organized under the Nevada Revised Statutes (the "NRS"), which prohibits the payment of a dividend if, after giving it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities. Any determination by our board of directors to pay dividends in the future to stockholders will be dependent upon our results of operations, financial condition, capital requirements, business projections, general business conditions, statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.

Capitalization 6 changes

The following table sets forth our capitalization as of December 31, 2024: June 30, 2025:

1 unchanged paragraph

• on an as adjusted basis to reflect the issuance and sale of [•] 1,250,000 shares of common stock by us in this offering at the assumed initial public offering price of $[•] $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters, non -accountable expense allowance, and the estimated offering expenses payable by us. The following capitalization table assumes the underwriters' over -allotment option has not been exercised.

2 unchanged paragraphs

Short term debt, including loan payable-current

Long term debt, including loans payable – noncurrent

1 unchanged paragraph

Common stock ($0.0001 par value, 100,000,000 value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding, actual; [•] pro forma; 43,250,000 shares issued and outstanding pro forma as adjusted) $ 4,200 4,325 Subscription receivable (4,096 ) (4,096 ) Additional paid-in capital (1) $ [•] [•] 1,104,896 5,612,200 Retained earnings $ [•] [•] (1) 1,756,158 1,526,158 Total Stockholders' Equity $ [•] [•] 2,861,158 7,138,587 Total Capitalization 3,273,877 7,551,306 ____________ (1) Reflects the sale of the common stock in this offering at an assumed initial public offering price of $[•] $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts, non -accountable expense allowance, and estimated offering expenses payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Change in additional paid -in capital and retained earnings reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non -accountable expense allowance, and estimated offering expenses payable by us. We estimate total underwriter discounts and other offering expenses to be approximately $2.2 million, of which, approximately $0.8 million of offering expenses had already been recognized in retained earnings on June 30, 2025. We estimate that total gross proceeds will be $5.6 million and such net proceeds will be approximately $[•] $4.4 million.

A $1.00 increase (decrease) in the assumed initial public offering price of $[•] $4.5 per share would increase (decrease) each of additional paid -in capital, total stockholders' equity and total capitalization by $[•] approximately $1.2 million, assuming the number of the common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

Dilution 6 changes

1 unchanged paragraph

Our net tangible book value as of December 31, 2024 June 30, 2025 was $[•], $(1,400,542), or $[•] $(0.03) per share of common stock. Net tangible book value represents the amount of our total consolidated tangible assets (excluding right of use assets and deferred cost — IPO), less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per share common stock (as adjusted for the offering) from the initial public offering price per share and after deducting the estimated underwriting discounts, non -accountable expense allowance and the estimated offering expenses payable by us.

After giving effect to our sale of [•] 1,250,000 shares of common stock offered in this offering based on the initial public offering price of $[•] $4.5 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts, non -accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2024, June 30, 2025, would have been $[•], $3,036,887, or $[•] $0.07 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $[•] $0.1 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $[•] $4.43 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

2 unchanged paragraphs

Net tangible book value per share as of December 31, 2024 June 30, 2025

1 unchanged paragraph

As adjusted net tangible book value per share immediately after this offering $ [•] 0.07 $ [•] 0.09 Amount of dilution in net tangible book value per share to new investors in the offering $ [•] 4.43 $ [•] 4.41 ____________ (1) Assumes that the underwriters' over -allotment option has not been exercised.

If the underwriters exercise their over -allotment option in full, our as adjusted net tangible book value as of December 31, 2024, June 30, 2025, would have been $[•], $3,813,137, or $[•] $0.09 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $[•] $0.12 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $[•] $4.41 per share to investors purchasing the common stock in this offering.

The following tables summarize, on an as adjusted basis as of December 31, 2024, June 30, 2025, the differences between existing stockholders and the new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

5 unchanged paragraphs

MD&A 101 changes

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 prospectus. In addition to historical consolidated financial information, the following 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. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors." All amounts presented herein with respect to the six months ended June 30, 2025 and 2024 are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus . All amounts included herein with respect to the years ended December 31, 2024 and 2023 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP.

2 unchanged paragraphs

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 cooperation 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 six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $11,204,925, and $6,984,810, respectively, representing 11%, 19%, and 88% of our total revenue for each respective period and year.

In March April 2024, we expanded into integrated shipping services through Duke Shipping, one of our subsidiaries, leveraging our prior experience coordinating ocean freight and port -related services under our 3PL logistics operations. Duke Shipping has served as a designated U.S. shipping facilitator for non -U .S. -based carriers, focusing on port and cargo operations for international shipping lines entering and operating in the U.S. market. We assist our carrier clients with regulatory compliance, berth and terminal arrangements, vessel scheduling, coordination of cargo unloading, pilotage, towage, tugboat assistance, and cleaning services, as well as demurrage and detention charge processing. As of the date of this prospectus, we provide our integrated shipping services exclusively to a single customer, and act as a principal in delivering such services. See " Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounts 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 the loss of such significant business from any of our top customers or supplier and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations ." For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $48,045,772, and nil, respectively, representing 88%, 80% and nil of our total revenue for each respective period and year.

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 six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $1,128,984, and $996,088 from our e -commerce business, representing 0.2%, 1.9%, and 12.5% of our total revenue for each respective period and year.

For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6 million, $1.1 million and $0.4 million, respectively. As of June 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 138, and 68 clients, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant part of our revenue from customers based in China. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 87%, and 17% of our revenue from PRC -based customers, respectively. See " Risk Factors — Economic, Political, and Market Risks — China's economic, political, and social conditions, as well as governmental policies, could affect the business environment and economic conditions in China, which may result in an adverse impact on the demand for our services, potentially harming our financial condition and operating results ."

3 unchanged paragraphs

For the year ended December 31, six months June 30, 2025 and 2024, our largest customer contributed approximately 80% 88% and 70% of our total revenue, respectively. For the year years ended December 31, 2024 and 2023, our largest customer contributed approximately 80% and 40% of our total revenue, respectively. While we strive to maintain our competitive strengths, such as our quality port services and logistics services, competitive pricing, and quality customer services (see "Business — Our Competitive Strengths") to maintain our customer base, there is no guarantee that we will continue to maintain our business relationships with these major customers at the same level, or at all. In the event that a significant customer terminates its relationship with us, we cannot assure that we will be able to secure an alternative arrangement with another comparable customer in a timely manner, or at all. Losing one or more of these major customers could adversely affect our revenue and profitability. 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 the loss of such significant business from any of our top customers or supplier and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations ."

5 unchanged paragraphs

Results of Operations

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.

Results of Operations for the Six Months Ended June 30, 2025 and 2024

The following table outlines our unaudited condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2025 and 2024:

General and administrative

Income from operations

Income before income taxes

Provision for income taxes

Net income and total comprehensive income

The following table outlines the compositions of our revenue streams:

3PL Logistics Services

Integrated Shipping Services

Our revenue increased by approximately $21.9 million, or 126.9%, to approximately $39.2 million during the six months ended June 30, 2025, compared to approximately $17.3 million for the same period in 2024. The increase was due to the effect of the following factors:

1) Revenue from our 3PL logistics services decreased by approximately $0.2 million, or 4.1%, primarily due to slightly decreased customer demand in our ocean freight services.

2) Revenue from our e -commerce business decreased by approximately $0.5 million, or 86.4%. This was primarily attributable to lower customer order volume on Amazon platforms during the six months ended June 30, 2025.

3) Revenue from our integrated shipping services increased by approximately $22.7 million, or 187.7%, primarily because we initiated our integrated shipping services starting in April 2024.

The following table sets forth the breakdown of revenue generated from our integrated shipping services for the six months ended June 30, 2025 and 2024:

Integrated Port Services

Commission-Based Earnings – Detention

Integrated shipping services represent a new revenue stream starting from 2024 and include fees collected for standard port operations, as well as additional charges related to vessel demurrage and detention. These services contributed approximately 88.5% and 69.8% of our total revenue for the six months ended June 30, 2025 and 2024, respectively.

This growth was primarily attributable to the establishment of Duke Shipping, which enabled us to offer comprehensive vessel husbandry services, including cargo unloading, pilotage, towage, and tugboat assistance. As a result, we successfully captured new market opportunities and broadened our presence in North America and Asia, contributing significantly to our overall revenue growth.

The following table sets forth a breakdown of our cost of revenue and operating expenses for the six months ended June 30, 2025 and 2024:

Logistics operations cost

E-commerce product cost

Integrated shipping services

Total cost of revenue

Cost of revenue related to 3PL logistics services includes warehouse and handling cost, trucking and freight cost, and customs clearance cost.

(i) Warehouse and handling costs increased by approximately $0.5 million, or 29.5%, to $2.1 million for the six months ended June 30, 2025, compared to $1.6 million for the same period in 2024. The increase was mainly due to an increase in logistic operation service fees charged by our related party Goodman Logistics LLC to support our warehouse services. Notwithstanding the higher costs, warehouse service revenue increased approximately $0.2 million for the six months ended June 30, 2025.

(ii) Trucking and freight cost decreased by approximately $0.2 million, or 9.7%, to approximately $1.9 million for the six months ended June 30, 2025, from approximately $2.0 million for the same period in 2024. The decrease was primarily attributable to a decrease in customer orders, which drove lower demand for our ocean freight services.

(iii) Customs clearance cost decreased by approximately $4,000, or 35.0%, to approximately $7,000 for the six months ended June 30, 2025, from approximately $11,000 for the same period in 2024. The was due to reduced demand for customs clearance services.

Cost of revenue related to e -commerce product cost decreased by approximately $0.4 million, or 80.5%, to approximately $97,000 for the six months ended June 30, 2025, from approximately $0.5 million for the same period in 2024. The decrease was driven by lower order volume and a corresponding decrease in selling related expenses charged by online platforms such as Amazon.

Cost of revenue related to our integrated shipping services increased by approximately $21.0 million, or 185.0%, to approximately $32.4 million for the six months ended June 30, 2025 from approximately $11.4 million for the same period in 2024. This increase was primarily because we initiated our integrated shipping services starting in April 2024.

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

For the Six Months Ended June 30,

3PL Logistics Services

Integrated shipping services

Our gross profit increased to approximately $2.8 million for the six months ended June 30, 2025, compared to approximately $1.7 million for the same period in 2024, representing an increase of approximately $1.0 million, primarily driven by the expansion of our integrated shipping services, which contributed approximately $2.3 million of gross profit. Despite the increase in gross profit, our gross profit margin declined from 10.1% to 7.1%, mainly due to the launch of our integrated shipping services, which possessed a relatively low gross profit margin of 6.7%. Gross profit from our 3PL logistics services decrease by approximately $0.5 million, while the margin declined from 20.7% to 11.0% due to higher trucking and warehouse costs. Gross profit from our e -commerce business decreased to gross loss of approximately $16,000 from gross profit of approximately $96,000, with the margin contracting from 16.2% to negative 19.8%. The decline was mainly attributable to the sales of slow -moving inventories, which were sold at discounted prices.

General and administrative expenses increased by approximately $0.4 million, or 27.9%, to approximately $2.1 million for the six months ended June 30, 2025, from approximately $1.6 million for the same period in 2024. The increase in general and administrative expenses was primarily attributable to higher payroll costs and greater professional fees.

Operating Income and Margin

The following table sets forth our operating income and margin for the six months ended June 30, 2025 and 2024:

Total operating income increased by approximately $0.6 million, with operating margin increasing 1.1% to 1.9% for the six months ended June 30, 2025, from 0.8% for the same period in 2024. In addition to the factors described above, the slight increase in operating margin was primarily attributable to more effective control over operating expense spending growth.

To partially offset the impact of 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 low margin for the six months ended June 30, 2025.

Other Income and Expenses

Other income increased by approximately $0.3 million, to $0.3 million for the six months ended June 30, 2025, from approximately $14,000 for the same period in 2024. This increase was primarily driven by approximately $0.1 million unrealized gains from investment in marketable securities, and approximately $0.2 million of interest income recognized from our certificate of deposits.

Our income tax expense increased by approximately $0.3 million for the six months ended June 30, 2025, compared to the same period in 2024, mainly due to the increase in profit before tax by approximately $0.9 million during the six months ended June 30, 2025.

As a result of the foregoing, our net income for the six months ended June 30, 2025 was approximately $0.6 million, compared with approximately $0.1 million for the same period in 2024, representing an increase by approximately $0.5 million. Our e -commerce segment recorded net loss of approximately $63,000 and $60,000 for the six months ended June 30, 2025 and 2024, respectively. In addition, our 3PL logistics services segment recorded net loss of approximately $0.4 million and $0.1 million for the six months ended June 30, 2025 and 2024, respectively. The net loss in both the e -commerce and 3PL logistics services segments reflect continued cost pressures on our operations.

Results of Operations for the Years Ended December 31, 2024 and 2023

10 unchanged paragraphs

Our revenue increased by approximately $52.4 million, or 656.6%, to approximately $60.4 million during the year ended December 31, 2024, compared to approximately $8.0 million for the same period in 2023. The increase was due to the effect of the following factors:

1) Revenue from our 3PL logistics services increased by approximately $4.2 million, or 60.4%, primarily due to increased customer demand as we rapidly expanded our transportation services in 2024, especially in our ocean freight services.

2) Revenue from our e -commerce business increased by approximately $0.1 million, or 13.3%. This was primarily attributable to a broader selection of goods offered on Amazon platforms during the year ended December 31, 2024, which resulted in higher customer order volume.

3) Revenue from our integrated shipping services increased by approximately $48.0 million, or 100% as we launched and expanded our integrated shipping operations in 2024.

12 unchanged paragraphs

(i) Warehouse and handling cost increased by approximately $0.04 million, $41,000, or 1.2 %, to approximately $3.4 million for the year ended December 31, 2024, from approximately $3.3 million for the same period in 2023. The increase was mainly due to our transition to independently operating the warehouse in 2024, rather than continuing our previous prior cooperation with a related party, although warehouse service revenue declined during the year.

1 unchanged paragraph

(iii) Customs clearance cost decreased by approximately $0.02 million, $20,000, or 57.5%, to approximately $0.02 million $15,000 for the year ended December 31, 2024, from approximately $0.04 million $35,000 for the same period in 2023. The was due to reduced demand for customs clearance services.

5 unchanged paragraphs

Gross profit percentage

Gross profit percentage

1 unchanged paragraph

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 approximately $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 margin 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.

5 unchanged paragraphs

Other Income and Expenses

Other Income (Expense)

Other income increased by approximately $0.1 million, to approximately $0.1 million for the year ended December 31, 2024, from $(0.04) million approximately $38,000 other expense for the same period in 2023. This increase was primarily attributable to the increase of sublease income from the related party.

1 unchanged paragraph

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 ended December 31, 2024 and 2023, respectively, reflecting continued cost pressures on this segment.

1 unchanged paragraph

In assessing our liquidity, management monitors and analyzes our cash on -hand , our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this prospectus, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of June 30, 2025 and December 31, 2024 and 2023, we had cash of approximately $1.1 million, $5.0 million, and $0.06 million respectively, which primarily consisted of cash deposited in banks. As of June 30, 2025 and December 31, 2024 and 2023, we had cash equivalents of approximately $15,000, $6.1 million, and nil, respectively, which primarily consisted of certificates of deposits with original maturities of three months or less. As of June 30, 2025, there were $10 million certificates of deposits with original maturities of greater than three months, which are recorded as short -term investment.

1 unchanged paragraph

Cash Flows for the Six Months Ended June 30, 2025 and 2024

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Cash at beginning of period

Cash at end of period

We had a balance of cash and cash equivalents of approximately $1.1 million as of June 30, 2025, compared with a balance of approximately $11.1 million as of December 31, 2024. During the six months ended June 30, 2025, our cash outflows were mainly related to investing activities.

Operating Activities

Net cash provided by operating activities was approximately $1.5 million for the six months ended June 30, 2025, compared to net cash provided by operating activities of approximately $2.7 million for the same period in 2024, representing a $1.1 million decrease in the net cash inflow provided by operating activities. The decrease was primarily due to the following:

(i) We had net income of approximately $0.6 million for the six months ended June 30, 2025. For the same period in 2024, we had net income of approximately $0.1 million, which led to an approximately $0.5 million increases in net cash inflow from operating activities.

(ii) Accounts receivable decreased by approximately $0.6 million for the six months ended June 30, 2025, compared to a decrease of approximately $0.2 million for the same period in 2024, which led to an approximately $0.4 million cash inflows.

24 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

5 unchanged paragraphs

and 21 more changes in the filing

Industry 2 changes

All the information and data presented in this section have been derived from the industry report of Frost & Sullivan Limited ("Frost & Sullivan") commissioned by us in December 2024 entitled "Independent Market Study on Cross -border E -commerce Logistics Service Market in the U.S." Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

18 unchanged paragraphs

Logistics infrastructure development. The development of logistics infrastructure is crucial for boosting cross -border e -commerce . Investments in transportation networks, warehouses, and fulfillment centers enhance shipping efficiency and reliability. Innovations like automated warehouses, route optimization, and real -time tracking reduce delivery times and costs. Streamlined customs procedures and strategic partnerships cooperation with logistics providers further improve the shipping experience, benefiting both businesses and consumers.

21 unchanged paragraphs

Business 25 changes

2 unchanged paragraphs

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 cooperation 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 six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $11,204,925, and $6,984,810, respectively, representing 11%, 19%, and 88% of our total revenue for each respective period and year.

In March April 2024, we expanded into integrated shipping services through our subsidiary Duke Shipping, leveraging our prior experience coordinating ocean freight and port -related services under our 3PL logistics operations. Duke Shipping acts as a designated U.S. shipping facilitator for non -U .S. -based carriers, focusing on port and cargo operations for international shipping lines entering and operating in the U.S. market. We assist our carrier clients with regulatory compliance, berth and terminal arrangements, vessel scheduling, coordination of cargo unloading, pilotage, towage, tugboat assistance, and cleaning services, as well as demurrage and detention charge processing. As of the date of this prospectus, we provide our integrated shipping services exclusively to a single customer, and act as a principal in delivering such services. 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 the loss of such significant business from any of our top customers or supplier and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations ." For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $48,045,772, and nil, respectively, representing 88%, 80%, and nil of our total revenue for each respective period and year.

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. Our e -commerce business primarily focuses on toy products that are popular among U.S. consumers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $1,128,984, and $996,088, respectively, from our e -commerce business, representing 0.2%, 1.9%, and 12.5% of our total revenue for each respective period and year.

For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6million, $1.1 million, and $0.4 million, respectively. As of June 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 138 and 68 clients, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant part of our revenue from customers based in China. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 87%, and 17% of our revenue from PRC -based customers, respectively. See " Risk Factors — Economic, Political, and Market Risks — China's economic, political, and social conditions, as well as governmental policies, could affect the business environment and economic conditions in China, which may result in an adverse impact on the demand for our services, potentially harming our financial condition and operating results ."

2 unchanged paragraphs

Strong Industry Relationships and Strategic Partnerships Cooperation that Elevate Operational Efficiency and Market Reach We distinguish ourselves in the logistics industry through our well -established strategic partnerships that cover critical aspects of the global supply chain. Our collaborations with renowned logistics providers, such as Cosco Shipping, HEDE, FedEx, and UPS, and significant infrastructures such as the Port of Los Angeles, alongside relationships with major brands, such as Alibaba and Temu, are central to our competitive advantage. See " — Suppliers ," "— Customers ," and " — Logistics Operations — Services and Operational Flow — Port and Drayage Services ." Through these strong industry connections, we are able to offer competitive pricing, faster shipping, and comprehensive service offerings that efficiently address the needs of a wide range of customers, making us a preferred logistics partner for companies across a wide range of industries, including e -commerce , retail, manufacturing, and consumer goods. We deliver comprehensive end -to -end logistics solutions that ensure efficient transportation, strategic warehousing, and effective last -mile delivery — all essential components for preserving the integrity of supply chains in a fast -evolving global marketplace. We can dynamically scale services and respond quickly to our customers' changing needs because of the variety and dependability of our partnerships. This adaptability is crucial in sustaining our commitment to service excellence and meeting the complex demands of our customers.

Quality Warehousing and Logistics Services Built on a Solid foundation of Credentials and Compliance Standards As a 3PL provider, we deliver comprehensive logistics and warehousing services and our integrated solutions encompass international ocean shipping, customs clearance, compliance with bonded cargo, warehousing, inventory management, and scheduled last -mile deliveries. Our high -quality services are supported by a solid foundation of industry credentials. Specifically, in 2008, we obtained the FMC OTI License from the FMC, authorizing us as an OTI. This license allows us to efficiently manage and operate ocean freight logistics, ensuring efficient international shipping. In 2009, we acquired the Non -Vessel Operating Common Carrier ("NVOCC") & Freight Forwarding License, enabling us to function as a NVOCC and coordinate complex logistics operations. This facilitates booking cargo space on ships and managing transportation from origin to destination without owning the vessels. In 2022, we became a World Cargo Alliance ("WCA") Certified Member, joining the WCA — a prestigious network that includes independent freight forwarders and logistics specialists globally. This membership expands our reach and enhances our capabilities in handling international logistics. In 2022, we attained the Customs Trade Partnership Against Terrorism ("CTPAT") Certificate from the U.S. Customs and Border Protection ("CBP"), which not only ensures faster customs clearances but also reinforces our commitment to secure operations. In 2023, we secured the Indirect Air Carrier ("IAC") Certification from the Transportation Security Administration ("TSA"), allows us to arrange the transportation of goods by air legally and securely, providing assurance to customers that their cargo is handled according to strict security guidelines. These credentials not only affirm our dedication to operational excellence but also establish us as a reliable, secure, and efficient logistics provider in a competitive market.

1 unchanged paragraph

While the U.S. logistics industry is highly fragmented and competitive, with a large number of freight forwarders and warehousing service providers, only a very small portion estimated at less than 1%, possess the qualifications and regulatory expertise required to serve as a designated U.S. shipping facilitator at U.S. ports. Our integrated model differentiates us from the vast majority of 3PL providers in the market and strengthens our long -term revenue pipeline. In particular, Duke Shipping serves as a designated U.S. shipping facilitator for non -U .S. -based ocean carriers, managing key aspects of port entry and cargo discharge, including berth scheduling, regulatory filings, port coordination, and container release. By engaging with international carriers at the earliest stages of their U.S. entry, Duke Shipping often acts as the initial point of contact for new trade flows entering the U.S. market. On the other hand, Duke System Logistics takes over from this entry point by providing full -spectrum 3PL logistics services to support the inland movement and final delivery of imported goods. Its offerings include drayage, warehousing, order fulfillment, inventory management, and last -mile delivery — services that are essential for importers, e -commerce sellers, and retailers to bring products to market efficiently.

1 unchanged paragraph

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 [ • ], October 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.

11 unchanged paragraphs

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. As of the date of this prospectus, we have not identified or entered into any agreement with any acquisition target.

5 unchanged paragraphs

The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of this IPO based on a proposed number of [•] 1,250,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

8 unchanged paragraphs

The following tables presents present our revenue and gross profit for the years ended December 31, 2024 and 2023 and the six months ended June 30, 2025 and 2024. See also " Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations ."

3 unchanged paragraphs

Integrated Shipping Services

3PL Logistics Services

10 unchanged paragraphs

Our port services also include the handling of customs clearance, ensuring that all goods are cleared legally and swiftly for entry into the domestic market. We have established a long -term partnership with a third -party customs brokerage service provider to assist our customers in complying with all applicable regulatory requirements. Our services help customers clear cargo with the U.S. Customs and Border Protection (the "CBP"), including documentation collection, valuation review, product classification, electronic submission of cargo information to customs, and the collection and payment of duties, tariffs, and fees. Our team works together with our customers to ensure that all necessary documentation is complete and accurate, and all fees and taxes are paid on time.

6 unchanged paragraphs

Overall, for the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from the 3PL logistics services was $4,439,792, $11,204,925, and $6,984,810, respectively, accounting for 11%, 19%, and 88% of our total revenue for the respective years.

1 unchanged paragraph

Based on our extensive experience in 3PL logistics services and our long -standing relationships with international shipping lines, we have identified strong market demand for integrated shipping services in the U.S. maritime sector. Starting from March April 2024, we decided to offer integrated shipping services through Duke Shipping, one of our subsidiaries, drawing on and complementing our prior expertise in ocean freight coordination and port -related services previously provided under our 3PL logistics operations.

5 unchanged paragraphs

As we began providing integrated shipping services in 2024, we are still in the early stages of developing this line of business. Although we believe we are well -positioned to scale our integrated shipping services to additional international carrier customers, as of the date of this prospectus, we provide such services exclusively to a single international carrier customer, which accounted for approximately 88% and 80% of our total revenue for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively. This significant customer concentration exposes us to substantial risk in the event of any contract termination, volume reduction, operational disruption, or deterioration in our commercial relationship with this customer. Any such adverse development could materially and adversely affect our business, financial condition, and results of operations. See "— Customers " and " 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 the loss of such significant business from any of our top customers or supplier and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations ."

Overall, our integrated shipping services help international carriers operate in the U.S. with improved compliance, greater operational efficiency, and cost control. By coordinating vessel operations, port formalities, cargo handling, and customer communications, we provide comprehensive local support to our carrier customers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from integrated shipping services was $34,719,501, $48,045,772, and nil, respectively, accounting for 88%, 80%, and nil of our total revenue for the respective periods.

We also operate an e -commerce business that leverages our logistics infrastructure and supply chain capabilities to conduct cross -border e -commerce . We source a selection of consumer goods from suppliers in the PRC and arrange for the shipment of those products to the U.S., where they are sold through established third -party e -commerce platforms, including Amazon, Walmart, and Wayfair. Our e -commerce business primarily focuses on toy products that are popular among U.S. consumers, including children's slides, toy storage, and toy cars. We manage the full operational cycle of this business internally, including procurement, international transportation, warehousing, product listing, and order fulfillment, which enables us to control costs, improve delivery times, and enhance customer satisfaction. We generate revenue from this segment based on the price difference between the acquisition cost of the products in the PRC and their selling price in the U.S. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from the e -commerce business was $81,005, $1,128,984, and $996,088, respectively, accounting for 0.2%, 1.9%, and 12.5% of our total revenue for the respective periods.

1 unchanged paragraph

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 94%, 87%, and 17% of our revenue from our PRC customers for the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, respectively. As of June 30, 2025 and December 31, 2024 and 2023, we had an active customer base of 51, 138, and 68, respectively. During the six months ended June 30, 2025 and 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 88% and 80% of our total revenue, respectively. 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, June 30, 2025, four customers accounted for approximately 16%, 15%, 46%, 13%, 12%, and 10% 12% 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 ."

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 period and 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 the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations ."

4 unchanged paragraphs

Our largest supplier accounted for 72% of our total purchases for the six months ended June 30, 2025. Our largest supplier accounted for approximately 69% of our total purchases for the year ended December 31, 2024. Our top three suppliers accounted for 22%, 19% and 11% of our total purchases, respectively, for the year ended December 31, 2023. As of June 30, 2025, two suppliers accounted for 72% and 12% of our total balance of accounts payable, respectively. As of December 31, 2024, one supplier accounted for approximately 83% of our total balance of accounts payable. As of December 31, 2023, three suppliers accounted for 20%, 15% and 10% of our total balance of accounts payable, respectively. Over the same period and years, no other suppliers accounted for more than 10% of our total purchases or accounts payable.

12 unchanged paragraphs

As of December 31, 2024, June 30, 2025, we had 21 full -time employees. The following table sets forth the number of our full -time employees as of December 31, 2024: June 30, 2025:

3 unchanged paragraphs

In addition to our full -time employees, we also hired approximately 13 11 independent contractors as of December 31, 2024. June 30, 2025. These contract workers serve as our supplemental workforce, primarily responsible for warehouse labor, security and cleaning. We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees is represented by labor unions.

We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees is represented by a labor union.

9 unchanged paragraphs

Management 6 changes

1 unchanged paragraph

Chief Executive Officer, Director, and Chairman of the Board of Directors Ning (Winnie) Xiao Chief Financial Officer and Director Appointee* Huafeng (Roger) Zhang Chief Operating Officer and Director Appointee* [•] [•] Independent Director Appointee* [•] [•] Independent Director Appointee* [•] [•] Independent Director Appointee* ____________ * Huafeng (Roger) Zhang, Ning (Winnie) Xiao, [•], [•], and [•] have accepted appointments to be our directors, effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

1 unchanged paragraph

Mr. Michael Yang has served as our Chief Executive Officer since August 2024 and our Chairman of the Board of Directors since [•] October 2025, leveraging over 20 years of experience in logistics and supply chain management to lead our strategic initiatives and operational expansion. As the founder of Duke System Logistics, Mr. Yang has served as the company's chief executive officer since August 2008, responsible for the management of day -to -day operations and high -level strategizing and business planning. Prior to founding Duke System Logistics, Mr. Yang served as a senior manager of logistics at American Chung Nam, the world's largest container exporter, from February 2002 to August 2008, where he contributed extensive expertise in logistics coordination, export operations, and supply chain management. Mr. Yang received his MBA degree from Baldwin Wallace University in May 2021 and his bachelor's degree in Communication from Xiamen University in July 1997.

Ms. Ning (Winnie) Xiao has served as our Chief Financial Officer since August 2024 and our director since October 2025, bringing extensive experience in project management, financial operations, and strategic leadership to our team. Since September 2008, Ms. Xiao has served as the chief financial officer of Duke System Logistics, responsible for company's overall financial management and internal control. From April 2021 to January 2024, Ms. Zhang served as the chief financial officer of Ants Logistics Inc., where she was responsible for financial reporting, record keeping, cost analysis, and budgeting, further honing her expertise in the logistics sector. Additionally, from April 2021 to April 2022, Ms. Xiao served as an accountant at Management M LLC, where she focused on franchise management and financial record -keeping . Ms. Xiao received her bachelor's degree in Business Administration with a concentration in Accounting from California State Polytechnic University, Pomona, in 2008.

Mr. Huafeng (Roger) Zhang has served as our Chief Operating Officer and Director since [•], October 2025. Mr. Zhang has over a decade of experience in logistics and shipping, with a focus on shipping agency operations and international trade support. Since March 2024, Mr. Zhang has served as the chief operating officer of Duke Shipping, where he leads the team in providing day -to -day shipping agency services to foreign vessels calling at U.S. ports. From December 2021 to March 2024, Mr. Zhang served as the chief owner's representative in Los Angeles at Transfar Shipping PTE LTD, where he was responsible for off -dock program coordination and liaison with terminal operators. From September 2019 to December 2021, Mr. Zhang served as a sales manager at the OEC Group (Los Angeles office), where he managed and led the local sales team to achieve the company's revenue growth targets. Mr. Zhang received his bachelor's degree in English Language and Literature from Shandong University in 1997.

2 unchanged paragraphs

Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially and indirectly own approximately [•]% 72.68% of the aggregate voting power of our outstanding common stock shares, assuming the sales of [•] 1,250,000 shares of common stock we are offering, and no exercise of the Representative's Warrants or the underwriters' over -allotment option, and thus have the ability to determine all matters requiring approval by our stockholders. As a result, we may be a "controlled company" within the meaning of the Nasdaq listing rules. If we are a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

28 unchanged paragraphs

Our board of directors will adopt a code of business conduct and ethics, which will be is filed as Exhibit 14.1 of the registration statement of which this prospectus forms a part and will be applicable to all of our directors, officers, and employees. We will make our code of business conduct and ethics publicly available on our website prior to the closing of this offering.

Executive and director compensation 3 changes

10 unchanged paragraphs

On July 8, 2008, Duke System Logistics August 1, 2025, we entered into an employment agreement with Michael Yang, appointing him as the our Chief Executive Officer, of Duke System Logistics and any related entities, responsible for overseeing the operations of Duke System Logistics, our Company, effective immediately. As compensation for his services, Mr. Yang is entitled to a base monthly salary of $4,000, subject to potential future adjustments based on performance. The agreement will automatically renew unless terminated by either party. The agreement may be terminated by either party by providing one month's advance notice in writing or one months' salary in lieu of notice. Upon such termination, Mr. Yang is entitled to a prorated salary payment or any applicable compensation scheme in effect at that time. Duke System Logistics reserves We reserve the right to terminate the agreement without any prior notice or payment in lieu of notice in the event of misconduct by Mr. Yang, including but not limited to, non -compliance with lawful directives, fraud, actions that discredit Duke System Logistics, our Company, or unjustified neglect of duties. In cases of termination for misconduct, Mr. Yang will not be entitled to additional compensation.

1 unchanged paragraph

On September 2, 2008, Duke System Logistics August 1, 2025, we entered into an employment agreement with Ning (Winnie) Xiao, appointing her as the accounting coordinator of Duke System Logistics and its affiliated entities, our Chief Financial Officer, responsible for performing various accounting functions. As consideration for his her services, Ms. Xiao is entitled to a monthly base salary of USD 2,900 during a three -month probation period, with $3,000, subject to potential future adjustments based on performance. evaluations. Either party may terminate the agreement with one month's advance written notice or one month's salary in lieu of notice, and in such cases, Ms. Xiao will receive a prorated salary or any applicable compensation then in effect. Duke System Logistics We may also terminate the agreement immediately without prior notice or compensation in cases of misconduct by Ms. Xiao, misconduct, including disobedience of lawful orders, fraud, dishonesty, actions damaging to the reputation of Duke System Logistics, our Company, or neglect of duties without reasonable cause. In cases of such misconduct, Ms. Xiao will not be entitled to additional compensation.

1 unchanged paragraph

On August 1, 2025, we entered into an employment agreement with Huafeng (Roger) Zhang, appointing him as our Chief Operating Officer, responsible for our overall operational management. As consideration for his services, Mr. Zhang is entitled to a monthly base salary of $15,000, subject to potential future adjustments based on performance. Either party may terminate the agreement with one month's advance written notice or one month's salary in lieu of notice, and in such cases, Mr. Zhang will receive a prorated salary or any applicable compensation then in effect. We may also terminate the agreement immediately without prior notice or compensation in cases of misconduct by Mr. Zhang, including disobedience of lawful orders, fraud, dishonesty, actions damaging to the reputation of our Company, or neglect of duties without reasonable cause. In cases of such misconduct, Mr. Zhang will not be entitled to additional compensation.

6 unchanged paragraphs

Principal stockholders 1 change

4 unchanged paragraphs

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 42,000,000 shares of common stock outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on [•] 43,250,000 shares of common stock outstanding immediately after the completion of this offering if the underwriters do not exercise their over -allotment option and [•] 43,437,500 shares of common stock outstanding immediately after the completion of this offering if the underwriters exercise their over -allotment option in full.

13 unchanged paragraphs

Related party transactions 112 changes

5 unchanged paragraphs

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) Accounts receivable — related parties Name of related parties Nature As of December 31, 2024 As of December 31, 2023 Duke Xpress Inc. Logistics services provided $ 453,336 $ 57,136 Duke System Logistics (Shenzhen) Inc. Logistics services provided 171,857 141,311 Duke Commerce Inc. Logistics services provided 26,292 23,317 Management M LLC Logistics services provided — 141,253 Redlands Management LLC Logistics services provided — 5,392 Total accounts receivable-related parties, net $ 651,485 $ 368,409 Contract assets-related parties Name of related parties Nature As of December 31, 2024 As of December 31, 2023 Duke System Logistics (Shenzhen) Inc. Logistics services provided 22,159 8,646 Management M LLC Logistics services provided — 1,247 Total $ 22,159 $ 9,893 Due from related parties Name of related party Nature As of December 31, 2024 As of December 31, 2023 Duke Commerce Inc. Due on demand, Short-term noninterest bearing loan $ 100,000 $ — Goodman Logistics LLC Due on demand, Short-term noninterest bearing loan 22,663 349,875 Michael Yang Due on demand, Short-term noninterest bearing loan 33,242 — Total Due from related parties, net $ 155,905 $ 349,875 Customer deposit — related party Name of related party Nature As of December 31, 2024 As of December 31, 2023 Management M LLC Warehouse service $ 32,664 $ — Accounts payable — related party Name of related party Nature As of December 31, 2024 As of December 31, 2023 Ants Logistics Inc. Provided logistics operations services $ $ Duke System Logistics (Shenzhen) Inc. Provided logistics operations services — Duke Commerce Inc. Expenses paid on behalf of the Company — 30,141 Total $ $ 30,672 Revenue from related parties Name of related party Nature For the year ended December 31, 2024 For the year ended December 31, 2023 Duke System Logistics (Shenzhen) Inc. Provided logistics operations services $ 1,556,281 $ 312,290 Duke Xpress Inc. Provided logistics operations services 580,131 156,576 Management M LLC Provided logistics operations services 120,430 4,350 Duke Commerce Inc. Provided logistics operations services & sales of products 58,240 19,485 Ants Logistics Inc. Provided logistics operations services 12,724 36,663 Total $ 2,327,806 $ 529,364 Other income from related parties Name of related party Nature For the year ended December 31, 2024 For the year ended December 31, 2023 Management M LLC Rental income $ 72,000 $ 60,000 Duke Commerce Inc. Consulting services 30,709 — Ants Logistics Inc. Warehouse sublease — 1,916,290 Total $ 102,709 $ 1,976,290 Expensed paid to related parties Name of related party Nature For the year ended December 31, 2024 For the year ended December 31, 2023 Duke System Logistics (Shenzhen) Inc. Provided logistics operations services & purchase of products $ 614,989 $ 459,242 Goodman Logistics LLC Provided logistics operations services 364,127 24,818 Michael Yang Marketing expenses 19,541 — Duke Commerce Inc. Marketing expenses 11,141 4,630 Duke Xpress Inc. Provided logistics operations services 4,015 77,072 Ants Logistics Inc. Provided warehouse services & Logistics operations services & Salaries & Purchase of property and equipment — 1,397,849 Management M LLC Provided logistics operations services — 3,167 Total $ 1,013,813 $ 1,966,778 Employment Agreements See " Executive and Director Compensation — Employment Agreements with Our Named Executive Officers ."

Shareholder Michael Yang has 75.5% ownership in Goodman Logistics

Shareholder Michael Yang has 75.5% ownership in Duke Xpress

Shareholder Michael Yang has 40% ownership in ANTS

Shareholder Michael Yang has 72% ownership 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% ownership in Duke System Logistics (Shenzhen) Inc. Our related party balances as of June 30, 2025 and transactions for the six months ended June 30, 2025 and 2024 are as follows:

Accounts receivable — related parties

Name of related parties

Logistics services provided

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

Total accounts receivable, related parties

Less: allowance for credit losses

Total accounts receivable-related parties, net

Contract assets — related parties

Name of related parties

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

Due from related parties

Name of related party

Due on demand, Short-term noninterest bearing loan

Due on demand, Short-term noninterest bearing loan

Total Due from related parties

Less: allowance for credit losses

Total Due from related parties, net

* The Company expects to collect this receivable from the related party by December 31, 2025.

Accounts payable — related party

Name of related party

GOODMAN LOGISTICS LLC

Provided logistics operations services

Provided logistics operations services

Other payables — related parties

Name of related party

GOODMAN LOGISTICS LLC

Expenses paid on behalf of the Company

Expenses paid on behalf of the Company

Revenue from related parties

Name of related party

Duke System Logistics (Shenzhen) Inc.

Provided logistics operations services

Provided logistics operations services

Provided logistics operations services

Provided logistics operations services & sales of products

Provided logistics operations services

Other income from related parties

Name of related party

Consulting service income

Expensed paid to related parties

Name of related party

Duke System Logistics (Shenzhen) Inc.

Provided logistics operations services & purchase of products

Goodman Logistics LLC

Provided logistics operations services

Logistics operations services

Provided logistics operations services and others

Our related party balances as of December 31, 2024 and 2023 and transactions for the years ended December 31, 2024 and 2023 are as follows:

Accounts receivable — related parties

Name of related parties

Logistics services provided

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

Logistics services provided

Redlands Management LLC

Logistics services provided

Total accounts receivable-related parties, net

Contract assets-related parties

Name of related parties

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

Due from related parties

Name of related party

Due on demand, Short-term

noninterest bearing loan

and 32 more changes in the filing

Description of the securities 2 changes

19 unchanged paragraphs

We will apply have applied to list our common stock on Nasdaq under the ticker symbol "[•]." "DUKL". At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

The transfer agent of our common stock is [•]. Transhare Corporation. Its address is [•]. Bayside Center 1, 17755 North US Highway 19, Suite #140, Clearwater, FL 33764.

15 unchanged paragraphs

Shares eligible for future sale 2 changes

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock, including shares issued upon the exercise of outstanding options and warrants, in the public market after this offering, or the possibility of these sales or issuances occurring, could adversely affect the prevailing market price for our common stock or impair our ability to raise equity capital. Upon completion of this offering, we will have outstanding shares of common stock held by public stockholders representing approximately [•]% 2.89% of our common stock in issue if the underwriters do not exercise their over -allotment option, and approximately [•]% 3.31% of our common stock in issue if the underwriters exercise their over -allotment option in full. All of the common stock sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act.

5 unchanged paragraphs

• 1% of the number of shares of common stock then outstanding, which will equal approximately [•] 4,212,500 shares immediately after this offering, assuming the underwriters do not exercise their over -allotment option; or • the average weekly trading volume of our common stock on Nasdaq or other relevant national securities exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

3 unchanged paragraphs

Plan of distribution 28 changes

[•] US Tiger Securities, Inc. is acting as the Representative of the underwriters. Subject to the terms and conditions of an underwriting agreement between us and the Representative, we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

US Tiger Securities, Inc.

3 unchanged paragraphs

We have granted a 45 -day option to the representative of the underwriters to purchase up to 187,500 additional shares of our common stock (equal to 15% of the number of shares of common stock sold in the offering) at a the public offering price of $[•] per share less underwriting discounts, solely to cover over -allotments , if any. The underwriters may exercise this option for 45 days from the closing of this offering solely to cover sales of shares of common stock by the underwriters in excess of the total number of shares of common stock set forth in the table above. If any of these additional shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

1 unchanged paragraph

The underwriting discounts for the offered shares (including the over -allotment shares) are equal to seven percent (7%) of the offering price per share.

5 unchanged paragraphs

(1) Represents an underwriting discount equal to [•]% seven percent (7%) per share.

We have agreed to pay to the underwriters, by deduction from the gross proceeds of the offering contemplated herein, a non -accountable expense allowance equal to one percent (1%) of the gross proceeds received by us from this offering.

We have agreed to pay expenses relating to the offering, including: (i) all filing fees and communication expenses relating to the registration of the shares of our common stock to be sold in this offering with the SEC; (ii) all filing fees and expenses associated with the review of this offering by FINRA; (iii) all fees and expenses relating to the listing of our common stock on such stock exchanges as we and the Representative together determine; (iv) all fees, expenses and disbursements relating to background checks of our officers and directors; (v) all fees, expenses, and disbursements relating to the registration or qualification of such shares under the "blue sky" securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (vi) all fees, expenses, and disbursements relating to the registration, qualification, or exemption of such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the underwriting agreement, any "blue sky" surveys, and, if appropriate, any agreement among underwriters, selected dealers' agreement, underwriters' questionnaire, and power of attorney), registration statement, prospectus, and all amendments, supplements, and exhibits thereto and as many preliminary and final prospectus as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing, and delivering certificates representing such shares; (ix) fees and expenses of the transfer agent for such shares; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from our Company to the Representative; (xi) the fees and expenses of our accountants; (xii) the fees and expenses of our legal counsel and other agents and representatives; (xiii) the costs associated with bound volumes of the public offering materials, each of which our Company or our designee will provide within a reasonable time after the closing of this offering in such quantities as Representative may reasonably requests; and (xiv) the reasonable costs of our Company for "road show" meetings and the preparation of a power point presentation; provided that the actual accountable expenses of the Representative shall not exceed $[•]. $200,000.

We paid an expense deposit of $[•] $60,000 to the Representative, upon the execution of the letter of engagement between us and the Representative for the Representative's anticipated out -of -pocket expenses. Any expense deposits will be returned to us to the extent the Representative's out -of -pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

We estimate that expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, and underwriter expense reimbursement, will be approximately $[•], including a maximum aggregate reimbursement of $[•] $200,000 of Representative's accountable expenses.

1 unchanged paragraph

Representative's Warrants

We have also agreed to issue to the Representative and its affiliates or employees warrants to purchase up to [•] shares of common stock equal to [5]% of the total number of shares of common stock sold in this offering, including any shares issued upon exercise of the underwriters' over -allotment option.

The Representative's Warrants will have an exercise price per share equal to [125.0]% of the public offering price per share in this offering and may be exercised on a cashless basis. The Representative's Warrants will be exercisable starting six (6) months after the date of commencement of sales of the offering and for a four and one -half year period thereafter. The Representative's Warrants and the common stock underlying the warrants have been deemed compensation by FINRA and are therefore subject to a [180] -day lock -up pursuant to FINRA Rule 5110(e)(1). The Representative and its affiliates or employees (or permitted assignees under FINRA Rule 5110(e)(1)) may not sell, transfer, assign, pledge, or hypothecate the Representative's Warrants or the common stock underlying the Representative's Warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative's Warrants or the underlying shares for a period of 180 days following the date of commencement of sales of the public offering except as permitted by FINRA Rule 5110(e)(2). The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative's Warrants and unlimited "piggyback" registration rights. Upon written demand of the holders of at least 51% of the Representative's Warrants, we have agreed to register, on one occasion, all or any portion of the shares underlying the Representative's Warrants (the "Warrant Shares"). On such occasion, we will file a registration statement with the U.S. Securities and Exchange Commission (the "Commission") covering the Warrant Shares within 60 days after receipt of such demand notice, and will use our reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. We will bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative's Warrants will pay any and all underwriting commissions. The holders of the Representative's Warrants are entitled to a demand registration on only one occasion and such demand registration right terminates on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative's Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). We will bear all fees and expenses attendant to registering the securities pursuant to "piggyback" but the Representative (or the holders thereof) will pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, we will furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders will continue to be given for each registration statement filed by us during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the holder. The holders of the registrable securities will exercise the "piggy -back " rights by giving written notice within ten (10) days of the receipt of our notice of our intention to file a registration statement.

We will apply have applied to list our common stock on Nasdaq under the symbol "[•]." "DUKL". At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.

1 unchanged paragraph

Furthermore, each of our directors and executive officers and our principal stockholders ([5]% or more stockholders) has also agreed to enter into a similar lock -up agreement for a period of [180] days from the date of this prospectus, subject to certain exceptions, with respect to our common stock and securities that are substantially similar to our common stock.

We have agreed not to, for a period of [180] days from the date of this prospectus, subject to certain customary exceptions, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock (excluding, however, the issuance for a period of any shares six (6) months from the date of our common stock or other equity awards pursuant to our executive compensation or employee benefit plan), this prospectus without the prior written consent of the Representative.

Furthermore, each of our directors, officers and holders of more than 5% of our securities has agreed with the underwriters, subject to certain customary exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of six (6) months after the date of this prospectus.

13 unchanged paragraphs

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long, and/or short positions in such securities and instruments.

3 unchanged paragraphs

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45 -106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31 -103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33 -105 Underwriting Conflicts, or NI 33 -105 , the underwriters are not required to comply with the disclosure requirements of NI 33 -105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area and United Kingdom

In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), no common stock has been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

• to legal entities which are qualified investors as defined under the Prospectus Regulation;

• by the underwriters to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or • in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of common stock shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer of common stock to the public" in relation to any common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any common stock to be offered so as to enable an investor to decide to purchase or subscribe for our common stock, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

This prospectus has only been communicated or caused to have been communicated and will only be communicated or caused to be communicated as an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000, or the FSMA) as received in connection with the issue or sale of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA will be complied with in respect to anything done in relation to our common stock in, from or otherwise involving the United Kingdom.

Legal matters 1 change

We are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters as to United States federal securities and New York State law. The validity of the common stock offered in this offering will be passed upon for us also by Hunter Taubman Fischer & Li LLC. [Name of Underwriter Counsel] is acting as counsel to The underwriters in connection are being represented by VCL Law LLP with this offering. respect to certain legal matters as to United States federal securities laws.

Note 6: Inventories, net 1 change

3 unchanged paragraphs

The Company recognized $1,050,655 $415,567 and $852,068 $346,412 of inventories in cost of sales for the years ended December 31, 2024 and 2023, respectively.

1 unchanged paragraph

Note 17: Subsequent events 95 changes

1 unchanged paragraph

Until [•], 2025 (the 25 th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Prospectus dated [•], 2025

INFORMATION NOT REQUIRED IN PROSPECTUS

DUKE HOLDING INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents

Short-term investment

Investment in marketable securities

Accounts receivable, net

Accounts receivable – related parties, net

Contract Assets – related parties

Due from related parties

Prepaid expenses and other current assets

Total Current Assets

PROPERTY AND EQUIPMENT, NET

OTHER NON-CURRENT ASSETS

Deferred tax assets, net

Operating lease right-of-use assets

Finance lease right-of-use assets

Total Other non-current assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable – related parties

Customer deposit – related parties

Other payables and accrued liabilities

Other payables – related parties

Income taxes payable

Loans payable – current

Operating lease liabilities – current

Finance lease liabilities – current

Total Current Liabilities

NON-CURRENT LIABILITIES

Loans payable – non-current

Operating lease liabilities – non-current

Finance lease liabilities – non-current

Total Other Non-current Liabilities

DUKE HOLDING INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY

Common Stock ($0.0001 par value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding at June 30, 2025 and December 31, 2024)* (4,096 (4,096 ) Additional paid-in capital 1,104,896 1,104,896 Retained earnings 1,756,158 2,110,957 Total Shareholder's Equity 2,861,158 3,215,957 Total Liabilities and Shareholders' Equity $ 18,850,418 $ 19,154,548 ____________ * Giving retroactive effect to share exchange reorganization effected on June 2, 2025 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DUKE HOLDING INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2025 June 30, 2024 (Unaudited) (Unaudited) REVENUES Revenue from third party $ 38,253,008 $ 16,564,967 Revenue from related parties 987,290 728,225 TOTAL REVENUES $ 39,240,298 $ 17,293,192 Cost of revenue to third parties 35,528,932 15,429,478 Cost of revenue to related parties 925,354 114,338 TOTAL COST OF REVENUE 36,454,286 15,543,816 GROSS PROFIT 2,786,012 1,749,376 OPERATING EXPENSES:

General and administrative

TOTAL OPERATING EXPENSES

INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense, net

INCOME BEFORE INCOME TAXES

PROVISION FOR INCOME TAXES

NET INCOME AND TOTAL COMPREHENSIVE INCOME

[•] Shares WEIGHTED AVERAGE NUMBER OF COMMON STOCK*

* Giving retroactive effect to share exchange reorganization effected on June 2, 2025 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DUKE HOLDING INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY Common stock Subscription Receivable Subscribed Capital Additional paid-in capital Retained earnings Total Shares* Share Capital BALANCE, December 31, 2024 42,000,000 $ 4,200 $ (4,096 ) $ — $ 1,104,896 $ 2,110,957 $ 3,215,957 Distribution — — — — — (1,000,000 ) (1,000,000 ) Net income — — — — 645,201 645,201 BALANCE, June 30, 2025 (Unaudited) 42,000,000 $ 4,200 $ (4,096 ) $ — $ 1,104,896 $ 1,756,158 $ 2,861,158 Common stock Subscription Receivable Subscribed Capital Additional paid-in capital Retained earnings Total Shares* Share Capital BALANCE, December 31, 2023 40,960,000 $ 4,096 $ (4,096 ) $ — $ 60,000 $ 1,019,506 $ 1,079,506 Shareholder Contribution — — — — 5,000 — 5,000 Stock subscription — — — 690,000 — — 690,000 Net income — — — — — 101,574 101,574 BALANCE, June 30, 2024 (Unaudited) 40,960,000 4,096 (4,096 ) 690,000 65,000 1,121,080 1,876,080 ____________ * Giving retroactive effect to share exchange reorganization effected on June 2, 2025 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DUKE HOLDING INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

and 37 more changes in the filing

Note 1: Nature of business and organization 3 changes

3 unchanged paragraphs

5 unchanged paragraphs

and 3 more changes in the filing

Note 2: Basis of presentation and summary of significant accounting policies 3 changes

1 unchanged paragraph

and 3 more changes in the filing

Note 5: Accounts receivable, net 1 change

4 unchanged paragraphs

and 1 more change in the filing

Note 8: Leases (cont.) 13 changes

1 unchanged paragraph

10 unchanged paragraphs

1 unchanged paragraph

and 13 more changes in the filing

Note 9: Related party transactions 15 changes

3 unchanged paragraphs

and 15 more changes in the filing

Note 9: Related party transactions (cont.) 20 changes

1 unchanged paragraph

1 unchanged paragraph

10 unchanged paragraphs

1 unchanged paragraph

and 20 more changes in the filing

Note 10: Income taxes 15 changes

and 15 more changes in the filing

Note 11: Loans payable (cont.) 10 changes

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 10 more changes in the filing

Note 12: Equity 3 changes

2 unchanged paragraphs

1 unchanged paragraph

and 3 more changes in the filing

Note 14: Concentration of risk 6 changes

1 unchanged paragraph

and 6 more changes in the filing

Note 15: Segment information 3 changes

1 unchanged paragraph

5 unchanged paragraphs

and 3 more changes in the filing

Note 15: Segment information (cont.) 2 changes

and 2 more changes in the filing

Other expenses of issuance and distribution 2 changes

5 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Undertakings 3 changes

5 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

and 3 more changes in the filing

Exhibits 5 changes

1 unchanged paragraph

and 5 more changes in the filing