Duke Holding: securities offering (amended)

Cover page 4 changes

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As filed with the U.S. Securities and Exchange Commission on October 24 November 19 , 2025.

Registration No. 333- 291047

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PRELIMINARY PROSPECTUS DATED OCTOBER 24, 2025

PRELIMINARY PROSPECTUS DATED NOVEMBER 19 , 2025

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Prospectus summary 5 changes

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our 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 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $6,040,862, $11,204,925, and $6,984,810, respectively, representing 11%, 10%, 19%, and 88% of our total revenue for each respective period and year.

In 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 the nine months ended September 30, 2025 and the year ended December 31, 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 supplier s suppliers may have an adverse effect on our business, financial condition, and results of operations ." For the six nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $53,211,314, $48,045,772, and nil, respectively, representing 88%, 90%, 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $133,149, $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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 $59.4 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6 $2.8 million, $1.1 million, and $0.4 million, respectively. As of June September 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 76, 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 nine months ended June September 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 ."

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• 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 the nine months ended September 30, 2025 and the year ended December 31, 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 (see page 9 of this prospectus);

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The offering 1 change

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Each of our directors, officers and holders of more than 5% of our securities immediately prior to this offering 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. See " Underwriting — Lock -up Agreements " for more information.

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Risk factors 9 changes

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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 the nine months ended September 30, 2025 and the year ended December 31, 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 supplier s suppliers may have an adverse effect on our business, financial condition, and results of operations.

During the six nine months ended June September 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 nine months ended June September 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% 89% and 80% of our total revenue, respectively. For the year ended December 31, 2023, our largest customer contributed approximately 40% our total revenue. Additionally, as of June September 30, 2025, four two customers accounted for approximately 46%, 13%, 12% 51% and 12% 22% 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% 73% of our total purchases for the six nine months ended June September 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 September 30, 2025, two suppliers accounted for 72% 70% and 12% 15% 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.

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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. During the six nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, the COVID -19 pandemic did not have a material impact on our financial 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.

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As we derived approximately 94%, 87%, and 17% of our revenue from customers in the PRC during the six nine months ended June September 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.

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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 nine months ended June September 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.

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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 nine months ended June September 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:

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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 nine months ended June September 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.

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All of our directors and officers and our stockholders owning 5% or more holders of our shares of common stock immediately prior to this offering 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 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.

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Use of proceeds 4 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 $4.8 million if the underwriters do not exercise their over -allotment option, and $5.2 $5.6 million if the underwriters exercise their over -allotment option in full.

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• approximately $0.9 $1.0 million, or 20% of the net proceeds we receive from this offering, for expanding our warehouse network;

• approximately $2.2 $2.4 million, or 50% of the net proceeds we receive from this offering, for acquiring container vessels;

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• approximately $0.5 $0.6 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.

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Dividend policy 1 change

During the six nine months ended June September 30, 2025, we declared and paid a cash distribution of $1,000,000 $1,132,970 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 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 3 changes

The following table sets forth our capitalization as of June September 30, 2025:

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Common stock ($0.0001 par value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding, 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 3,796,597 3,796,597 Total Stockholders' Equity 2,861,158 7,138,587 4,901,597 9,409,026 Total Capitalization 3,273,877 7,551,306 5,222,941 9,730,370 ____________ (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 $4.50 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

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Our net tangible book value as of June September 30, 2025 was $(1,400,542), $816,513, or $(0.03) $0.02 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 $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 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 June September 30, 2025, would have been $3,036,887, $5,648,942, or $0.07 $0.13 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.1 $0.11 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.43 $4.37 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

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Net tangible book value per share as of June September 30, 2025

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As adjusted net tangible book value per share immediately after this offering $ 0.07 0.13 $ 0.09 0.15 Amount of dilution in net tangible book value per share to new investors in the offering $ 4.43 4.37 $ 4.41 4.35 ____________ (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 June September 30, 2025, would have been $3,813,137, $6,425,192, or $0.09 $0.15 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.12 $0.13 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.41 $4.35 per share to investors purchasing the common stock in this offering.

The following tables summarize, on an as adjusted basis as of June September 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.

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MD&A 55 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 nine months ended June September 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.

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our 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 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $6,040,862, $11,204,925, and $6,984,810, respectively, representing 11%, 10%, 19%, and 88% of our total revenue for each respective period and year.

In 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 the nine months ended September 30, 2025 and the year ended December 31, 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 ." For the six nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $53,211,314, $48,045,772, and nil, respectively, representing 88%, 89.6%, 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $133,149, $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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 $59.4 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6 $2.8 million, $1.1 million and $0.4 million, respectively. As of June September 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 138, 76,138, 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 nine months ended June September 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 ."

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For the six nine months June ended September 30, 2025 and 2024, our largest customer contributed approximately 88% 89% and 70% 76% of our total revenue, respectively. For the 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 the nine months ended September 30, 2025 and the year ended December 31, 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 ."

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

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 The following table outlines our unaudited condensed consolidated statements of operations and comprehensive income for the six nine months ended June September 30, 2025 and 2024:

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Our revenue increased by approximately $21.9 $19.6 million, or 126.9%, 49.2%, to approximately $39.2 $59.4 million during the six nine months ended June September 30, 2025, compared to approximately $17.3 $39.8 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 $2.7 million, or 4.1%, 31.2%, primarily due to slightly decreased customer demand in our ocean freight services.

2) Revenue from our e -commerce business decreased by approximately $0.5 $0.6 million, or 86.4%. 82.5%. This was primarily attributable to lower customer order volume on Amazon platforms during the six nine months ended June September 30, 2025.

3) Revenue from our integrated shipping services increased by approximately $22.7 $23.0 million, or 187.7%, 75.9%, 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 nine months ended June September 30, 2025 and 2024:

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Commission-Based Earnings – Demurrage

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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% 89.6% and 69.8% 76.0% of our total revenue for the six nine months ended June September 30, 2025 and 2024, respectively.

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

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(i) Warehouse and handling costs increased by approximately $0.5 $0.3 million, or 29.5%, 11.9%, to $2.1 approximately $2.8 million for the six nine months ended June September 30, 2025, compared to $1.6 approximately $2.5 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 decreased by approximately $0.2 million $382,000 for the six nine months ended June September 30, 2025.

(ii) Trucking and freight cost decreased by approximately $0.2 $1.8 million, or 9.7%, 41.2%, to approximately $1.9 $2.6 million for the six nine months ended June September 30, 2025, from approximately $2.0 $4.5 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, $2,000, or 35.0%, 17.2%, to approximately $7,000 $11,000 for the six nine months ended June September 30, 2025, from approximately $11,000 $13,000 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 $0.5 million, or 80.5%, 79.5%, to approximately $97,000 $0.1 million for the six nine months ended June September 30, 2025, from approximately $0.5 $0.6 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 $21.1 million, or 185.0%, 74.3%, to approximately $32.4 $49.6 million for the six nine months ended June September 30, 2025 from approximately $11.4 $28.5 million for the same period in 2024. This increase was primarily because we initiated our integrated shipping services starting in April 2024.

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For the Six Months Ended June 30,

For the Nine Months Ended September 30 ,

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Our gross profit increased to approximately $2.8 $4.2 million for the six nine months ended June September 30, 2025, compared to approximately $1.7 $3.7 million for the same period in 2024, representing an increase of approximately $1.0 $0.5 million, primarily driven by the expansion of our integrated shipping services, which contributed approximately $2.3 $3.6 million of gross profit. Despite the increase in gross profit, our gross profit margin declined from 10.1% 9.3% to 7.1%, mainly due to the launch of our integrated shipping services, which possessed a relatively low gross profit margin of 6.7%. 6.8% and 6.0% for the nine months ended September 30, 2025 and 2024, respectively. Gross profit from our 3PL logistics services decrease by approximately $0.5 $1.2 million, while the margin declined from 20.7% 20.2% to 11.0% 9.5% due to higher trucking and warehouse costs. Gross profit from our e -commerce business decreased to gross loss of approximately $16,000 $100 from gross profit of approximately $96,000, $113,000, with the margin contracting from 16.2% 14.8% to negative 19.8%. 0.1%. 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 $0.5 million, or 27.9%, 20.6%, to approximately $2.1 $3.1 million for the six nine months ended June September 30, 2025, from approximately $1.6 $2.6 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.

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

Total operating income increased decreased by approximately $0.6 million, $37,000, with operating margin increasing 1.1% decreasing 1.0% to 1.9% 1.8% for the six nine months ended June September 30, 2025, from 0.8% 2.8% for the same period in 2024. In addition to the factors described above, the slight increase decrease in operating margin was primarily attributable to more effective control over increase in 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 nine months ended June September 30, 2025.

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Other income increased by approximately $0.3 $2.9 million, to $0.3 approximately $3.0 million for the six nine months ended June September 30, 2025, from approximately $14,000 $26,000 for the same period in 2024. This increase was primarily driven by approximately $0.1 $0.4 million unrealized gains from investment in marketable securities, and approximately $0.2 million of interest income recognized from our certificate of deposits, and approximately $2.3 million of local government incentive for container volume and efficiency improvements.

Our income tax expense increased by approximately $0.3 $0.9 million for the six nine months ended June September 30, 2025, compared to the same period in 2024, mainly due to the increase in profit before tax by approximately $0.9 $2.9 million during the six nine months ended June September 30, 2025.

As a result of the foregoing, our net income for the six nine months ended June September 30, 2025 was approximately $0.6 $2.8 million, compared with approximately $0.1 $0.8 million for the same period in 2024, representing an increase by approximately $0.5 $2.0 million. Our e -commerce segment recorded net loss of approximately $63,000 $90,000 and $60,000 $92,000 for the six nine months ended June September 30, 2025 and 2024, respectively. In addition, our 3PL logistics services segment recorded net loss of approximately $0.4 million and $0.1 $0.6 million for the six nine months ended June September 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.

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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 September 30, 2025 and December 31, 2024 and 2023, we had cash of approximately $1.1 $4.9 million, $5.0 million, and $0.06 $0.1 million respectively, which primarily consisted of cash deposited in banks. As of June September 30, 2025 and December 31, 2024 and 2023, we had cash equivalents of approximately $15,000, $0.3, $6.1 million, and nil, respectively, which primarily consisted of certificates of deposits with original maturities of three months or less and cash maintained in the brokerage account. As of June September 30, 2025, there were $10 $8.0 million certificates of deposits with original maturities of greater than three months, which are recorded as short -term investment.

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

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We had a balance of cash and cash equivalents of approximately $1.1 $5.2 million as of June September 30, 2025, compared with a balance of approximately $11.1 million as of December 31, 2024. During the six nine months ended June September 30, 2025, our cash outflows were mainly related to investing activities.

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Net cash provided by operating activities was approximately $1.5 $4.0 million for the six nine months ended June September 30, 2025, compared to net cash provided by operating activities of approximately $2.7 $6.5 million for the same period in 2024, representing a $1.1 $2.5 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 $2.8 million for the six nine months ended June September 30, 2025. For the same period in 2024, we had net income of approximately $0.1 $0.8 million, which led to an approximately $0.5 $2.0 million increases in net cash inflow from operating activities.

(ii) Accounts receivable decreased by approximately $0.6 $0.7 million for the six nine months ended June September 30, 2025, compared to a decrease an increase of approximately $0.2 million for the same period in 2024, which led to an approximately $0.4 $0.9 million cash inflows.

(iii) Accounts receivable — related parties increased by approximately $33,000 $41,000 for the six nine months ended June September 30, 2025, compared to an increase of approximately $0.3 $0.2 million for the same period in 2024, resulting in an approximately $0.3 $0.1 million improvement in operating cash flow.

(iv) Contract assets increased by approximately $0.1 million $27,000 for the six nine months ended June September 30, 2025, compared to an increase of approximately $0.2 $0.1 million for the same period in 2024, which led to an approximately $0.1 million cash inflow.

(v) Contract assets — related parties decreased by approximately $18,000 $22,000 for the six nine months ended June September 30, 2025, compared to an increase of approximately $71,000 $13,000 for the same period in 2024, which led to an approximately $88,000 $35,000 cash inflow.

(vi) Inventories decreased by approximately $15,000 $9,000 for the six nine months ended June September 30, 2025, compared to an a decrease of approximately $55,000 $47,000 for the same period in 2024, resulting in an approximately $40,000 $38,000 decrease in cash flow.

(vii) Changes in accounts payables were approximately $0.7 $1.7 million net cash outflow for the six nine months ended June September 30, 2025. For the same period in 2024, changes in accounts payable were net cash inflow of approximately $1.0 $3.6 million, which led to an approximately $1.7 $5.3 million decrease in net cash inflow from operating activities, mainly due to a shift in vendor payment strategies.

(viii) Accounts payable — related parties increased by approximately $0.4 $0.1 million in 2025, compared to a an increase of approximately $0.1 $0.2 million in 2024, contributing an resulting in approximately $0.2 million improvements. $37,000 decrease in cashflow.

(ix) Changes in tax payable provided approximately $0.3 $0.8 million net cash inflow for the six nine months ended June September 30, 2025. For the same period in 2024, changes in tax payable were net cash outflow inflow of approximately $0.1 million, which led to an approximately $0.4 $0.7 million increase in net cash inflow from operating activities.

(x) Changes in other payables and accrued liabilities were approximately $0.2 $0.1 million net cash inflow outflow for the six nine months ended June September 30, 2025. For the same period in 2024, changes in other payables and accrued liabilities provided net cash inflow of approximately $1.5 $0.8 million, which led to an approximately $1.3 $0.9 million decrease decreases in net cash inflow from operating activities.

(xi) Changes in operating lease liabilities were approximately $0.7 $1.0 million net cash outflows for the six nine months ended June September 30, 2025. For the same period in 2024, changes in operating lease liability were net cash outflow of approximately $0.6 $1.0 million, which led to an approximately $50,000 $72,000 decrease in net cash inflow from operating activities.

(xii) Changes in customer deposit were approximately $0.6 $1.7 million net cash inflows for the six nine months ended June September 30, 2025. For the same period in 2024, changes in customer deposit were net cash inflow of approximately $0.2 $1.1 million, which led to an approximately $0.4 $0.6 million increase in net cash inflow from operating activities.

(xiii) Changes in non -cash items including depreciation, amortization, allowance for credit loss, deferred tax benefits, non -cash compensation to customer, loss on disposal of property and unrealized gain from investment in marketable securities provided approximately $0.5 $0.6 million net cash inflow for the six nine months ended June September 30, 2025. For the same period in 2024, changes in non -cash items provided net cash inflow of $0.8 $1.2 million, which led to an approximately $0.3 $0.6 million decrease decreases in non -cash adjustments.

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For the same period in 2024, net cash used in investing activities was nil.

Net cash used in investing activities was approximately $10.4 $8.4 million for the six nine months ended June September 30, 2025, primarily attributable to the net effects of: (i) $0.4 approximately $0.7 million used for purchase of investment in marketable securities; (ii) $10 approximately $0.4 million proceeds from sales of marketable securities, (iii) $8 million used for purchase of short -term investment (certificates of deposits), and (iii) (iv) $1,000 used for purchase of property and equipment for the six nine months ended June September 30, 2025.

Net cash used in investing activities was approximately $1.1 million for the nine months ended September 30, 2024, primarily attributable to the net effects of: (i) approximately $1.0 million loan to a third party; (ii) $77,000 used for purchase of property and equipment for the nine months ended September 30, 2024.

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For the six nine months ended June September 30, 2025, we had net cash used in financing activities of approximately $1.1 $1.6 million, which was primarily attributable to the net effects of: (i) approximately $1.0 $1.1 million cash distribution to shareholder; (ii) approximately $64,000 $68,000 repayments to loans from third parties; (iii) approximately $61,000 due from $76,000 advance to related parties; and (iv) approximately $13,000 $0.3 million payment to deferred IPO costs and (v) approximately $19,000 used for principal payment of finance lease liability.

For the six nine months ended June September 30, 2024, we had net cash provided by financing activities of approximately $0.3 $0.7 million, which was primarily attributable to the net effects of: (i) approximately $0.7 $1.0 million proceed received from subscribed capital; (ii) approximately $5,000 contribution from shareholder; offset by (iii) approximately $0.2 $0.3 million used for due from advance to related parties; (iv) approximately $60,000 payment of deferred IPO costs; (v) approximately $37,000 $20,000 repayments to loans from third parties; and (vi) approximately $12,000 $18,000 used for principal payment of finance lease liability.

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The following table summarizes our contractual obligations as of June September 30, 2025:

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As of June September 30, 2025, we had no off -balance sheet arrangements including arrangements that would affect liquidity, capital resources, market risk support and credit risk support or other benefits.

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Business 14 changes

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Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our 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 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $6,040,862, $11,204,925, and $6,984,810, respectively, representing 11%, 10%, 19%, and 88% of our total revenue for each respective period and year.

In 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 the nine months ended September 30, 2025 and the year ended December 31, 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 ." For the six nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $53,211,314, $48,045,772, and nil, respectively, representing 88%, 90%, 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $133,149, $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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, we had total revenue of approximately $39.2 $59.4 million, $60.4 million, and $8.0 million, respectively, and net income of approximately $0.6million, $2.8 million, $1.1 million, and $0.4 million, respectively. As of June September 30, 2025 and December 31, 2024 and 2023, we served an active customer base of 51, 76, 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 nine months ended June September 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 ."

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

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Overall, for the six nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from the 3PL logistics services was $4,439,792, $6,040,862, $11,204,925, and $6,984,810, respectively, accounting for 11%, 10%, 19%, and 88% of our total revenue for the respective years.

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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% 89% and 80% of our total revenue for the six nine months ended June September 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 the nine months ended September 30, 2025 and the year ended December 31, 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 ."

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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from integrated shipping services was $34,719,501, $53,211,314, $48,045,772, and nil, respectively, accounting for 88%, 90%, 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 nine months ended June September 30, 2025 and the years ended December 31, 2024 and 2023, our revenue from the e -commerce business was $81,005, $133,149, $1,128,984, and $996,088, respectively, accounting for 0.2%, 1.9%, and 12.5% of our total revenue for the respective periods.

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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 June 30, 2025, four customers accounted for approximately 46%, 13%, 12%, and 12% of our accounts receivable, respectively.

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 nine months ended September 30, 2025 and the years ended December 31, 2024 and 2023, respectively. As of September 30, 2025 and December 31, 2024 and 2023, we had an active customer base of 76, 138, and 68, respectively. During the nine months ended September 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 89% 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 September 30, 2025, two customers accounted for approximately 51%, and 22% of the Company's 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 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 the nine months ended September 30, 2025 and the year ended December 31, 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 ."

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Our largest supplier accounted for 72% 73% of our total purchases for the six nine months ended June September 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 September 30, 2025, two suppliers accounted for 72% 70% and 12% 15% 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.

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

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In addition to our full -time employees, we also hired approximately 11 13 independent contractors as of June September 30, 2025. These contract workers serve as our supplemental workforce, primarily responsible for warehouse labor, security and cleaning.

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Management 8 changes

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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 [•] [•] Bae Seon Ryung Independent Director Appointee* [•] [•] Tony Luh Independent Director Appointee* [•] [•] Wesley K. Clark II Independent Director Appointee* ____________ * Ning (Winnie) Xiao, [•], [•], Bae Seon Ryung, Tony Luh, and [•] Wesley K. Clark II have accepted appointments to be our directors, effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

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Ms. Ning (Winnie) Xiao has served as our Chief Financial Officer since August 2024 and our director since October November 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.

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Mr. Bae Seon Ryung will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Since December 2022, Mr. Bae has served as the president and chief executive officer of G&T Trading Co., Ltd., where he is responsible for overseeing the company's strategic direction, corporate governance, and overall executive management. From June 2013 to August 2015, Mr. Bae served as a senior consultant at Hyundai Motor Group, where he provided executive advisory services on international shipping strategy and fleet management. Mr. Bae received his bachelor's degree in Korean Literature from Yonsei University in Seoul, Korea in 1982, and his MBA from City University Business School in London, UK in 1992.

Mr. Tony Luh will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Since August 2019, Mr. Luh has served as the managing partner at Tony C Luh LLC, where he provides various management and investment consulting services. From November 2016 to March 2024, Mr. Luh also serviced as a trustee of the Yifang Foundation in Beijing, acting as a key liaison between the board of trustees and the operating team to provide actionable advice and comments. From March 2014 to April 2022, he also served as an independent director of Mercurity Fintech Holding Inc. (Nasdaq: MFH), a company engaged in cryptocurrency and related transaction platforms, where he worked with company management to refine business strategy and ensure adherence to corporate governance standards. Mr. Luh received his master of science degree in Cybersecurity Operations and Leadership from the University of San Diego in 2023, his bachelor's degree in Computer Science from the University of Texas in 1986, and his bachelor's degree in Broadcast Communication from Washington State University in 1984.

Mr. Wesley K. Clark II will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Since March 2025, Mr. Clark has served as a director at Pilot Singa, a technology growth fund, where he is responsible for raising funds, overseeing investment projects, and maintaining strategic relationships. Since February 2025, he has also served as the principal of Wesley K Clark & Associates, a consultancy firm providing due diligence, project management, and relationship management services. Mr. Clark received his bachelor's degree in International Law and Relations from Georgetown University in 1992.

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Audit Committee. Our audit committee will consist of [•], [•], Bae Seon Ryung, Tony Luh, and [•]. [•] Wesley K. Clark II. Wesley K. Clark II will be the chairperson of our audit committee. We have determined that [•], [•], Bae Seon Ryung, Tony Luh, and [•] Wesley K. Clark II will satisfy the "independence" requirements of the Nasdaq listing rules under and Rule 10A -3 under the Exchange Act. Our board has also determined that [•] Wesley K. Clark II qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

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Compensation Committee. Our compensation committee will consist of [•], [•], Bae Seon Ryung, Tony Luh, and [•]. [•] Wesley K. Clark II. Tony Luh will be the chairperson of our compensation committee. We have determined that [•], [•], Bae Seon Ryung, Tony Luh, and Wesley K. Clark II will satisfy the "independence" requirements of the Nasdaq listing rules and Rule 10C -1 under the Exchange Act. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of [•], [•], Bae Seon Ryung, Tony Luh, and [•]. [•] Wesley K. Clark II. Wesley K. Clark II will be the chairperson of our nominating and corporate governance committee. We have determined that [•], [•], Bae Seon Ryung, Tony Luh, and [•] Wesley K. Clark II will satisfy the "independence" requirements of the Nasdaq listing rules. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

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Related party transactions 9 changes

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Shareholder Michael Yang has 75% ownership in Duke System Logistics (Shenzhen) Inc. Our related party balances as of June September 30, 2025 and transactions for the six nine months ended June September 30, 2025 and 2024 are as follows:

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Logistics services provided

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Contract assets — related parties

Name of related parties

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

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Duke System Logistics (Shenzhen) Inc.

Due on demand, expenses paid on behalf

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Description of the securities 1 change

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On October 8, 2024, we issued an aggregate of 1,040,00 1,040,000 shares of common stock to the following stockholders pursuant to six subscription agreements entered into on various dates between May 31, 2024 and June 15, 2024:

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Shares eligible for future sale 1 change

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• 1% of the number of shares of common stock then outstanding, which will equal approximately 4,212,500 432,500 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.

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Plan of distribution 1 change

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Furthermore, each of our directors, officers and holders of more than 5% of our securities immediately prior to this offering 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.

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Note 5: Accounts receivable, net 1 change

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DUKE HOLDING INC. AND SUBSIDIARIES

Note 8: Leases (cont.) 13 changes

For the six months ended June 30, 2025 and 2024, the Company recognized warehouse -related lease expense of $978,369 and $959,285, respectively. Sublease rental income totaled $36,000 for the six months ended June 30, 2025 and 2024, resulting in net lease expense of $942,369 and $923,285 for the respective years.

Sublease rental income from related parties was as follows:

For the six months ended June 30, 2025 and 2024, the Company recognized $36,000 in sublease rental income from Management M LLC, a related party, under a month -to -month arrangement terminable on demand.

On July 30, 2021, Duke System Logistics entered into a lease agreement for a forklift. The leasing term began on August 15, 2021 and will terminate on August 15, 2026. The lease payments are $584 $583.70 per month.

On May 20, 2022, Duke System Logistics entered into a lease agreement for a vehicle. The leasing term began on May 20, 2022 and terminated will terminate on May 20, 2025. The lease payments are $2,032 $2,032.06 per month.

On December 19, 2022, Duke System Logistics entered into a lease agreement for another forklift. The leasing term began on January 1, 2023 and will terminate on January 1, 2028. The lease payments are $928 $927.52. per month.

On January 27, 2023, Duke System Logistics entered into a lease agreement for another forklift. The leasing term began on February 2, 2023 and will terminate on February 1, 2028. The lease payments are $1,181 $1,181.32 per month.

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For the six months ended

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The supplemental cash flow information related to leases for the period is as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used in operating leases

Operating cash flows used in finance leases

Financing cash flows used in finance leases

1 unchanged paragraph

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

Other payables — related parties

Movement of allowance:

Movement of allowance for credit losses consisted of the following as of the date indicated:

Customer deposit — related party

1 unchanged paragraph

GOODMAN LOGISTICS LLC

Expenses paid on behalf of the Company

Accounts payable — related party

Name of related party

Provided logistics operations services

Duke System Logistics (Shenzhen) Inc.

Provided logistics operations services

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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

1 unchanged paragraph

Note 10: Income taxes 15 changes

The effective tax rate was 36.7% and 34.9% for the six months ended June 30, 2025 and 2024, respectively. The effective rates for six months ended June 30, 2025 and 2024 differ from the federal statutory rate of 21% primarily due to the effects of state income taxes, and various permanent and temporary differences.

The significant components that comprised the Company's net deferred taxes are as follows:

Deferred tax assets (liabilities)

Unrealized gain from investment in marketable securities

Inventory impairment

Total deferred tax assets

As of June 30, 2025, the Company had approximately $788,456 of federal and $851,118 of state net operating loss carryforwards available to reduce future taxable income. As of December 31, 2024, the Company had approximately $187,259 of federal and $229,165 of state net operating loss carryforwards available to reduce future taxable income. The federal net operating loss carryforwards were generated in tax years beginning after December 31, 2017, and may be carried forward indefinitely, subject to a limitation that restricts their use to 80% of taxable income in any given year. The state net operating loss carryforwards begin to expire in 2044.

The provision for income taxes for the six months years ended June 30, 2025 and December 31, 2024 and 2023 consisted of the following:

Provision for (benefit of) income taxes

The Company is subject to U.S. federal income tax as well as income tax of state tax jurisdictions. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates:

Non-deductible expense

Income for the year before income taxes

Federal income tax expense

Non-deductible expense

DUKE HOLDING INC. AND SUBSIDIARIES

Note 15: Segment information 3 changes

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The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that pension expense for each segment is recognized and measured on the basis of cash payments to the pension plan. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses and foreign exchange gains and losses. The following tables summarize the Company's segment information for the six months years ended June 30, 2025 and December 31, 2024 and 2023.

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For the six months ended June 30, 2025 (Unaudited)

DUKE HOLDING INC. AND SUBSIDIARIES

Note 17: Subsequent events 24 changes

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Total Other Non-current Liabilities

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Common Stock ($0.0001 par value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding at June September 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 3,796,597 2,110,957 Total Shareholder's Equity 2,861,158 4,901,597 3,215,957 Total Liabilities and Shareholders' Equity $ 18,850,418 20,507,079 $ 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.

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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:

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2025 September 30, 2024 (Unaudited) (Unaudited) REVENUES Revenue from third party $ 57,987,597 $ 38,072,047 Revenue from related parties 1,397,728 1,733,695 TOTAL REVENUES 59,385,325 39,805,742 Cost of revenue to third parties 54,075,172 35,801,240 Cost of revenue to related parties 1,124,982 312,842 TOTAL COST OF REVENUE 55,200,154 36,114,082 GROSS PROFIT 4,185,171 3,691,660 OPERATING EXPENSES:

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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.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

CHANGE IN SHAREHOLDERS' EQUITY

BALANCE, December 31, 2024

BALANCE, September 30, 2025 (Unaudited)

BALANCE, December 31, 2023

Shareholder Contribution

BALANCE, September 30, 2024 (Unaudited)

* 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.

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For the Six Nine Months Ended

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Unrealized Gain from investment in marketable securities

Non-cash compensation to customer

Loss on disposal of property

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Purchase of Payment for investment in marketable securities

Proceeds from sale of marketable securities

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Repayments to Loans-third Loans – third parties net

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued) For the Six Nine Months Ended June September 30, 2025 June September 30, 2024 (Unaudited) (Unaudited) NET CHANGE IN CASH AND CASH EQUIVALENT (10,040,055 (5,962,470 ) 3,001,764 6,070,595 CASH AND CASH EQUIVALENT, beginning of the period 11,129,727 64,441 CASH AND CASH EQUIVALENT, end of the period $ 1,089,672 5,167,257 $ 3,066,205 6,135,036 SUPPLEMENTAL CASH FLOW INFORMATION:

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SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION:

Settlement of auto loan through insurance proceed

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

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Note 1: Nature of business and organization 1 change

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Before and after the aforementioned reorganizations (the "Reorganizations"), the Company, together with its subsidiaries, was effectively controlled by the majority shareholder, and therefore these transactions have been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structures of the two controlled entities have been retrospectively presented in prior periods as if such structures had existed at that time and in accordance with ASC 805 -50-45-5 . Since the two controlled entities were under common control, for the six months ended June 30, 2025 and 2024, the results of the subsidiaries are included in the unaudited condensed consolidated financial statements for the above periods.

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

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for information pursuant to the rules and regulations of the Securities Exchange Commission ("SEC"). The unaudited condensed consolidated financial statements as of June September 30, 2025 and for the six nine months ended June September 30, 2025 and 2024 included all adjustments considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. Certain information and footnote disclosures normally included in the financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations for the six months ended June 30, 2025 and 2024 are not necessarily indicative of results to be expected for DUKE HOLDING INC. AND SUBSIDIARIES

DUKE HOLDING INC. AND SUBSIDIARIES

Note 6: Inventories, net 4 changes

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

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

The Company recognized $55,354 and $258,840 of inventories in cost of sales for the nine months ended September 30, 2025 and 2024, respectively.

The Company did not record inventory impairment for the nine months ended September 30, 2025 and 2024, related to damage, obsolescence, excess, and slow -moving items.

Note 7: Property and equipment, net 2 changes

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Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $77,264 and $34,331, respectively. No impairment was recorded against property and equipment during the years ended December 31, 2024 and 2023.

Depreciation expense for the nine months ended September 30, 2025 and 2024 amounted to $52,115 and $55,366, respectively. No impairment was recorded against property and equipment during the nine months ended September 30, 2025 and 2024. During the nine months ended September 30, 2025, the Company disposed of an automobile and settled the related auto loan (Note 11) through an insurance claim, recognizing a loss of $17,125.

1 unchanged paragraph

Note 9: Related party transactions 7 changes

10 unchanged paragraphs

Contract assets-related parties

Name of related parties

Duke System Logistics (Shenzhen) Inc.

Logistics services provided

Logistics services provided

DUKE HOLDING INC. AND SUBSIDIARIES

Shareholder Michael Yang has 75% ownership in Duke System Logistics (Shenzhen) Accounts receivable — related parties Name of related parties Nature As of June September 30, 2025 (Unaudited) As of December 31, 2024 (Audited) Duke Xpress Inc. Logistics services provided $ 493,645 422,860 $ 453,336 Duke System Logistics (Shenzhen) Inc. Logistics services provided 134,144 182,398 171,857 Duke Commerce Inc. Logistics services provided 26,292 Management M LLC Logistics services provided 56,234 — 26,292 Total accounts receivable, related parties 684,023 605,258 651,485 Less: allowance for credit losses — — Total accounts receivable-related parties, net $ 684,023 605,258 $ 651,485 Movement of allowance for credit losses consisted of the following as of the date indicated: DUKE HOLDING INC. AND SUBSIDIARIES

Note 10: Income taxes (cont.) 2 changes

2 unchanged paragraphs

Unrealized gain from investment in marketable securities

2 unchanged paragraphs

As of September 30, 2025, the Company had approximately $1,023,136 of federal and $1,102,055 of state net operating loss carryforwards available to reduce future taxable income. As of December 31, 2024, the Company had approximately $187,259 of federal and $229,165 of state net operating loss carryforwards available to reduce future taxable income. The federal net operating loss carryforwards were generated in tax years beginning after December 31, 2017, and may be carried forward indefinitely, subject to a limitation that restricts their use to 80% of taxable income in any given year. The state net operating loss carryforwards begin to expire in 2044. As of December 31, 2023, the Company had no federal or state net operating loss carryforwards.

Note 11: Loans payable 3 changes

In February 2012, the Company entered into a credit agreement with HSBC Bank USA, which provides a revolving credit facility of $100,000 and is due on demand. Amounts outstanding under this agreement bear interest at a periodic fixed rate equal to the prime rate in the United States, plus 1.25% per annum. The Company repaid the outstanding balance in full in 2024. As of September 30, 2025 and December 31, 2024, there were no borrowings outstanding under the facility.

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In October 2023, the Company entered into a business line of credit loan with American Express National Bank in the amount of $150,000 with a maturity date of April 22, 2025. The loan required a fixed monthly payment of $9,083 at an interest rate of 10.8% per annum. The Company repaid the outstanding balance in full prior to the date the financial statements were available to be issued.

In April 2024, the Company entered into a business line of credit loan with American Express National Bank in the amount of $41,000 with a maturity date of March 14, 2025. The loan required a fixed monthly payment of $3,622 at an interest rate of 10.8% per annum. The Company repaid the outstanding balance in full prior to the date the financial statements were available to be issued.

2 unchanged paragraphs

Note 11: Loans payable (cont.) 7 changes

In April 2024, the Company entered into a business line of credit loan with American Express National Bank in the amount of $41,000 with a maturity date of March 14, 2025. The loan required a fixed monthly payment of $3,622 at an interest rate of 10.8% per annum. The Company repaid the outstanding balance in full prior to the date the financial statements were available to be issued.

On May 29, 2020, the Company received an Economic Injury Disaster Loan ("EIDL") from the Small Business Administration ("SBA"), in the amount of $150,000. The loan, which was issued pursuant to a promissory note dated May 25 2020, matures on May 26, 2050, and bears interest at a rate of 3.75% per annum. Payments are to be made monthly in the amount of $731, beginning on May 25, 2021. The initial payment date was subsequently extended by SBA to commence on the 30 th month from the date of issuance of the promissory note, November 26, 2022. The loan terms grant the SBA a security interest in the Company's assets as collateral, which includes all tangible and intangible personal property now owned or hereafter acquired by the Company, such as inventory, equipment, accounts receivables, general intangibles, and related proceeds, and limits the use of proceeds to working capital to alleviate the effects of the COVID -19 pandemic on the Company's economic condition. The EIDL program does not currently provide a mechanism for loan forgiveness.

3 unchanged paragraphs

Total loan payable balance as of June September 30, 2025 and December 31, 2024 was shown below:

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The current portion of the Company's loan payable balance as of June September 30, 2025 and December 31, 2024 was shown below:

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The non -current portion of the Company's loan payable balance as of September 30, 2025 and December 31, 2024 was shown below:

Line of Credit Chase Bank

* During the nine months ended September 30, 2025, the Company settled the remaining balance of this auto loan, which amounted to $85,938, through insurance settlement proceeds (Note 7).

1 unchanged paragraph

Note 12: Equity 4 changes

The Company was established under the laws of the State of Nevada on July 29, 2024, and is authorized to issue 100,000,000 shares with a par value of $0.0001. In June September 2025, the Company completed its Reorganizations. Prior to the Reorganizations, the total number of shares issued and outstanding as of January 1, 2023 was 37,566,400. After giving retroactive effect to the Reorganizations, the total number of shares issued and outstanding is presented as 40,960,000 as of January 1, 2023, which reflects the share issuances of 1,393,600 and 2,000,000 shares of common stock in connection with the acquisitions of Duke System Logistics and Duke Shipping, respectively (see Note 1).

1 unchanged paragraph

During the six nine months ended June September 30, 2025, the Company had paid a cash distribution of $1,000,000 $1,132,970 to its shareholders, which was recorded as a reduction to retained earnings.

During the six nine months ended June September 30, 2024, the Company had collected $690,000 $1,040,000 cash consideration from certain shareholders, which was recorded as subscribed capital.

1 unchanged paragraph

As of June September 30, 2025 and December 31, 2024, the total issued and outstanding shares of common stock of the Company was 42,000,000 shares.

Note 14: Concentration of risk 6 changes

For the six nine months ended June September 30, 2025, one customer accounted for approximately 88% 89% of the Company's total revenue. For the six nine months ended June September 30, 2024, one customer accounted for approximately 70% 76% of the Company's total revenue.

As of June September 30, 2025, four two customers accounted for approximately 46%, 13%, 12% 51%, and 12% 22% of the Company's accounts receivable, respectively. As of December 31, 2024, four customers accounted for approximately 28%, 26%, 16% and 11% of the Company's accounts receivable, respectively.

For the six nine months ended June September 30, 2025, one supplier accounted for approximately 72% 73% of the Company's total purchases. For the six nine months ended June September 30, 2024, one supplier accounted for approximately 63% 68% of the Company's total purchases.

As of June September 30, 2025, two suppliers accounted for approximately 72% 70% and 12% 15% of the Company's total balance of accounts payable, respectively. As of December 31, 2024, one supplier accounted for approximately 83% of the Company's total balance of accounts payable.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Federal Deposit Insurance Corporation ("FDIC") standard insurance amount is up to $250,000 per depositor per insured bank. As of June September 30, 2025 and December 31, 2024, the Company had cash and short term investments balance of $11,089,672 $13,167,257 and $11,129,727, respectively, maintained at banks in the United States, $10,561,643 $12,783,662 and $10,549,622 of which amounts were subject to credit risk, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

1 unchanged paragraph

DUKE HOLDING INC. AND SUBSIDIARIES

Note 15: Segment information (cont.) 3 changes

For the six months ended June 30, 2024 (Unaudited)

The Company's long -lived assets are all located in the United States, and all of the Company's revenue is derived from within the United States. Therefore, no geographical segments are presented.

For the nine months ended September 30, 2025 (Unaudited)

Undertakings 3 changes

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Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer) Power of Attorney Each person whose signature appears below hereby constitutes and appoints Michael Yang and Ning (Winnie) Xiao, and each of them, individually, his or her true and lawful attorneys -in -fact and agents, with full power of substitution and re -substitution , in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of the registrant), to sign any and all amendments and post -effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys -in -fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys -in -fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S -1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ontario, State of California, on October 24, November 19, 2025.

Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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Exhibits 1 change

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Opinion of Hunter Taubman Fischer & Li LLC regarding the validity of the shares of Common Stock being registered 10.1* Employment Agreement effective as of August 1, 2025 by and between Michael Yang and the Registrant 10.2* Employment Agreement effective as of August 1, 2025 by and between Ning (Winnie) Xiao and the Registrant 10.3* Employment Agreement effective as of August 1, 2025 by and between Huafeng (Roger) Zhang and the Registrant 10.4* Indemnification Agreement dated August 1, 2025 by and between Michael Yang and the Registrant 10.5* Indemnification Agreement dated August 1, 2025 by and between Ning (Winnie) Xiao and the Registrant 10.6* Indemnification Agreement dated August 1, 2025 by and between Huafeng (Roger) Zhang and the Registrant 10.7** Indemnification Agreement dated [•] November 2, 2025 by and between [•] Bae Seon Ryung and the Registrant 10.8** Indemnification Agreement dated [•] November 1, 2025 by and between [•] Tony Luh and the Registrant 10.9** Indemnification Agreement dated [•] October 27, 2025 by and between [•] Wesley K. Clark II and the Registrant 10.10** Director Offer Letter, between [•] Bae Seon Ryung and the Registrant, dated [•] November 2, 2025 10.11** Director Offer Letter, between [•] Tony Luh and the Registrant, dated [•] October 27, 2025 10.12** Director Offer Letter, between [•] Wesley K. Clark II and the Registrant, dated [•] October 27, 2025 10.13* Form of Transportation and Fulfillment Service Agreement by and between a customer and Duke System Logistics 10.14* Integrated Shipping Service Agreement by and between Duke Shipping and HEDE 10.15* Terminal Services Agreement dated August 31, 2024 by and between Duke Shipping and WBCT 14.1* Code of Business Conduct and Ethics of the Registrant 21.1* List of Subsidiaries 23.1** Consent of ZH CPA, LLC 23.2** Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1) 24.1* Power of Attorney (included on signature page) 99.1* Form of Audit Committee Charter 99.2* Form of Compensation Committee Charter 99.3* Form of Nominating and Corporate Governance Committee Charter 99.4* Consent of Frost & Sullivan Limited 99.5** Consent of [Director Nominee] Bae Seon Ryung 99.6** Consent of [Director Nominee] Tony Luh 99.7** Consent of [Director Nominee] Wesley K. Clark II 107* Filing Fee Table ____________ * File herewith Previously filed ** To be Filed by amendment. herewith II-5