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Duke Holding

Duke Holding: securities offering (amended)

Form
S-1/A
Filed
Importance
Routine

Not explained yet; the original is on EDGAR.

Securities offering (amended)

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What changed since the last draft

1 change since the S-1/A filed Nov 20, 2025

Compared with the S-1/A 0001213900-25-112791, filed Nov 20, 2025.

  1. Changed Management

    Mr. Wesley K. Clark II will serve as our independent director starting immediately prior to the…

    Adds "From June 2021 to June 2023, Mr. Clark worked as the host of "American Psyop," a limited…".

    From the filings

    Before

    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.

    Now

    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. From June 2021 to June 2023, Mr. Clark worked as the host of "American Psyop," a limited -edition podcast released across major platforms, where he crafted narrative content in podcast format and subsequently assigned associated movie rights. From June 2019 to June 2021, he worked as a documentary filmmaker for the production "Hot Money," released on Amazon Prime, in which he served as a co -producer , writer, narrator, and on -screen contributor responsible for developing the film thesis, arranging interviews, writing the script, and performing narration. Since 1998, Mr. Clark has also worked as a screenwriter, developing original screenplays, adaptations, and rewrites for a range of film and television production companies, including Warner Brothers, ABC Television, Bold Films, Robert Court Productions, Jon Shestack Productions, Wolfgang Petersen Productions, and Mark Gordon Productions. Mr. Clark received his bachelor's degree in International Law and Relations from Georgetown University in 1992.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 3 changes

1 unchanged paragraph

As filed with the U.S. Securities and Exchange Commission on November 19 December 4 , 2025.

36 unchanged paragraphs

PRELIMINARY PROSPECTUS DATED NOVEMBER 19 , 2025

PRELIMINARY PROSPECTUS DATED DECEMBER 4 , 2025

47 unchanged paragraphs

Management 2 changes

6 unchanged paragraphs

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 March 2020 to December 2022, Mr. Bae served as an executive advisor at Fairbridge Overseas Development Inc., where he was responsible for advising ship owners on investment and chartering strategies and consulting with domestic and overseas enterprises on logistics matters. 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.

1 unchanged paragraph

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. From June 2021 to June 2023, Mr. Clark worked as the host of "American Psyop," a limited -edition podcast released across major platforms, where he crafted narrative content in podcast format and subsequently assigned associated movie rights. From June 2019 to June 2021, he worked as a documentary filmmaker for the production "Hot Money," released on Amazon Prime, in which he served as a co -producer , writer, narrator, and on -screen contributor responsible for developing the film thesis, arranging interviews, writing the script, and performing narration. Since 1998, Mr. Clark has also worked as a screenwriter, developing original screenplays, adaptations, and rewrites for a range of film and television production companies, including Warner Brothers, ABC Television, Bold Films, Robert Court Productions, Jon Shestack Productions, Wolfgang Petersen Productions, and Mark Gordon Productions. Mr. Clark received his bachelor's degree in International Law and Relations from Georgetown University in 1992.

32 unchanged paragraphs

Undertakings 1 change

5 unchanged paragraphs

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 November 19, December 4, 2025.

8 unchanged paragraphs

Exhibits 1 change

4 unchanged paragraphs

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 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 Bae Seon Ryung 99.6* Consent of Tony Luh 99.7* Consent of Wesley K. Clark II 107* Filing Fee Table ____________ * Previously filed ** Filed herewith II-5

Unchanged: Prospectus summary, The offering, Risk factors, Disclosure regarding forward-looking statements, Use of proceeds, Dividend policy, Capitalization, Dilution, MD&A, Industry, Business, Executive and director compensation, Principal stockholders, Related party transactions, Description of the securities, Shares eligible for future sale, Plan of distribution, Legal matters, Experts, Where you can find additional information, Notes to the financial statements, Note 2: Basis of presentation and summary of significant accounting policies (cont.), Note 4: Customer deposits, Note 5: Accounts receivable, net, Note 8: Leases, Note 8: Leases (cont.), Note 9: Related party transactions (cont.), Note 10: Income taxes, Note 13: Earnings per share, Note 14: Concentration of risk (cont.), Note 15: Segment information, Note 17: Subsequent events, Note 1: Nature of business and organization, Note 2: Basis of presentation and summary of significant accounting policies, Note 3: Cash and cash equivalents, Note 5: Accounts receivable, net (cont.), Note 6: Inventories, net, Note 7: Property and equipment, net, Note 9: Related party transactions, Note 10: Income taxes (cont.), Note 11: Loans payable, Note 11: Loans payable (cont.), Note 12: Equity, Note 14: Concentration of risk, Note 15: Segment information (cont.), Note 16: Contingencies, Other expenses of issuance and distribution, Indemnification of directors and officers, Recent sales of unregistered securities

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.