Duke Holding: securities offering (amended)

Cover page 8 changes

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As filed with the U.S. Securities and Exchange Commission on December 4 January 13 , 2025. 202 6 .

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PRELIMINARY PROSPECTUS DATED DECEMBER 4 , 2025

PRELIMINARY PROSPECTUS DATED JANUARY 13 , 202 6

1,250,000 3,750,000 Shares of Common Stock

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Additionally, we are, and following the completion of this offering, will continue to be, a "controlled company" as defined under Nasdaq Marketplace Rules 5615(c), because Michael Yang, our Chief Executive Officer and controlling stockholder, will be able to exercise 72.68% 68.71% of the aggregate voting power of our issued and outstanding shares of common stock and will be able to determine all matters requiring approval by our stockholders, immediately after the consummation of this offering, assuming the sale of 1,250,000 3,750,000 shares of common stock we are offering and no exercise of the underwriters' over -allotment option. For further information, see " Principal Stockholders ." We do not intend to avail ourselves of the corporate governance exemptions afforded to a "controlled company" under the Nasdaq Marketplace Rules. However, our decision not to rely on the "controlled company" exemption could change. See " Risk Factors" and "Management — Controlled Company ."

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We have granted the underwriters an option for a period of 45 days from the closing of this offering to purchase up to an additional fifteen percent (15%) of the total number of shares of common stock to be offered by us pursuant to this offering solely for the purpose of covering over -allotments , if any, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $452,812, $1,358,438, based on an assumed public offering price of $4.50 per share of common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and the total gross proceeds to us, before underwriting discounts and expenses, will be $6,468,750. $19,406,250.

The underwriters expect to deliver the shares of our common stock against payment in U.S. dollars in New York, New York on or about [•], 2025. 2026.

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Prospectus dated [•], 2025 2026

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Prospectus summary 1 change

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The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of our initial public offering ("IPO") based on a proposed number of 1,250,000 3,750,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

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The offering 4 changes

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Shares of common stock outstanding prior to completion of this offering 42,000,000 shares Shares of common stock outstanding immediately after this offering 43,250,000 45,750,000 shares, assuming no exercise of the underwriters' over -allotment option;

43,437,500 46,312,500 shares, assuming full exercise of the underwriters' over -allotment option.

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We have granted to the underwriters an option, exercisable within forty -five (45) days from the closing of this offering, to purchase up to an aggregate of 187,500 562,500 additional shares of our common stock.

We intend to use the proceeds from this offering to expand our warehouse network, acquire container vessels, upgrade our warehouse management system with advanced AI technology, expand our own truck fleet, and for working capital and other general corporate purposes. See " Use of Proceeds " on page 30 31 for more information .

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Risk factors 5 changes

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The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock. Consequently, when you purchase shares of our common stock in the offering, upon completion of the offering you will incur immediate dilution of $4.43 $4.15 per share, assuming an initial public offering price of $4.50, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. See " Dilution ." In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon exercise of outstanding options we may grant from time to time.

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Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. An aggregate of 42,000,000 shares of common stock are outstanding before the consummation of this offering. An aggregate of 43,250,000 45,750,000 shares of common stock will be outstanding immediately after the consummation of this offering, assuming no exercise of the underwriters' over -allotment option, and 43,437,500 46,312,500 shares of common stock will be outstanding immediately after the consummation of this offering, assuming the full exercise of the underwriters' over -allotment option. Sales of these shares into the market could cause the market price of our common stock to decline.

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Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially own approximately 72.68% 68.71% of the aggregate voting power of our outstanding common stock shares, assuming no exercise of the underwriters' over -allotment option. As a result, Mr. Yang will have the ability to control or significantly influence the outcome of matters requiring shareholder approval, including the election of directors, amendments to our organizational documents, and approval of any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions. This concentration of ownership may delay or deter possible changes of control, deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our Company, and may reduce the price of our common stock. Mr. Yang's interests may not always align with the interests of our other stockholders, and he may take actions that conflict with the interests of minority stockholders.

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Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board of the United States (the "PCAOB"), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company's audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company's listed securities (in which instance, Nasdaq was concerned that the offering size was insufficient to establish the company's initial valuation, and there would not be sufficient liquidity to support a public market for the company); and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Since we plan to have a relatively small public offering and our insiders will hold a large portion of our listed securities, Nasdaq may apply additional and more stringent criteria for our initial and continued listing, which may cause delay or even denial of our listing application.

On December 12, 2025, Nasdaq filed with the SEC a proposed rule change for immediate effectiveness, which further expanded its discretionary authority with respect to initial listings. The SEC approved this rule change on December 19, 2025, and under the approved interpretive guidance, Nasdaq may deny an initial listing application or impose additional conditions based on factors such as (i) the company's location, (ii) whether any person or entity exercises substantial influence over the company, (iii) the anticipated public float and share distribution, (iv) the company's advisors, (v) the prior transactional history of such advisors, (vi) the experience of the company's management and board, (vii) relevant regulatory referrals or information, (viii) the company's ability to continue as a going concern, and (ix) any other factors that may raise concerns about the integrity of the company or its key parties — even if the company otherwise satisfies all applicable quantitative listing requirements. Moreover, Nasdaq has recently increased its initial listing requirements relating to the minimum market value of unrestricted publicly held shares. Effective January 17, 2026, companies seeking to list on the Nasdaq Capital Market or the Nasdaq Global Market under the net income standard are required to have a minimum market value of unrestricted publicly held shares of $15 million, compared to prior thresholds of $5 million and $8 million, respectively. These heightened requirements may further limit the ability of companies with smaller public offerings or concentrated insider ownership to qualify for or maintain a Nasdaq listing. Since we plan to have a relatively small public offering and our insiders will hold a large portion of our listed securities, and in light of Nasdaq's expanded discretionary authority and increased minimum listing thresholds, Nasdaq may apply additional and more stringent criteria for our initial and continued listing, which may cause delay or even denial of our listing application.

Use of proceeds 5 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 $4.8 $15.2 million if the underwriters do not exercise their over -allotment option, and $5.6 $17.5 million if the underwriters exercise their over -allotment option in full.

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• approximately $1.0 $3.0 million, or 20% of the net proceeds we receive from this offering, for expanding our warehouse network;

• approximately $2.4 $7.6 million, or 50% of the net proceeds we receive from this offering, for acquiring container vessels;

• approximately $0.2 $0.8 million, or 5% of the net proceeds we receive from this offering, for upgrading our warehouse management system with advanced AI technology;

• approximately $0.6 $1.8 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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Capitalization 3 changes

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• on an as adjusted basis to reflect the issuance and sale of 1,250,000 3,750,000 shares of common stock by us in this offering at the assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters, non -accountable expense allowance, and the estimated offering expenses payable by us. The following capitalization table assumes the underwriters' over -allotment option has not been exercised.

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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 actual; 45,750,000 shares issued and outstanding pro forma as adjusted) 4,200 4,325 4,575 Subscription receivable (4,096 ) (4,096 ) Additional paid-in capital (1) 1,104,896 5,612,200 15,957,809 Retained earnings (1) 3,796,597 3,796,597 Total Stockholders' Equity 4,901,597 9,409,026 19,754,885 Total Capitalization 5,222,941 9,730,370 20,076,229 ____________ (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 reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non -accountable expense allowance, and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share would increase (decrease) each of additional paid -in capital, total stockholders' equity and total capitalization by approximately $1.2 $3.5 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 3 changes

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After giving effect to our sale of 1,250,000 3,750,000 shares of common stock offered in this offering based on the initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after 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 September 30, 2025, would have been $5,648,942, $15,804,380, or $0.13 $0.35 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.11 $0.33 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.37 $4.15 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

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As adjusted net tangible book value per share immediately after this offering $ 0.13 0.35 $ 0.15 0.40 Amount of dilution in net tangible book value per share to new investors in the offering $ 4.37 4.15 $ 4.35 4.10 ____________ (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 September 30, 2025, would have been $6,425,192, $18,323,551, or $0.15 $0.40 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.13 $0.37 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.35 $4.10 per share to investors purchasing the common stock in this offering.

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Business 3 changes

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The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of this IPO based on a proposed number of 1,250,000 3,750,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

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

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In addition to our full -time employees, we also hired approximately 13 independent contractors as of September 30, December 31, 2025. These contract workers serve as our supplemental workforce, primarily responsible for warehouse labor, security and cleaning.

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Management 7 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 Geng Huang Independent Director Appointee* Wesley K. Clark II Independent Director Appointee* ____________ * Ning (Winnie) Xiao, Bae Seon Ryung, Tony Luh, Geng Huang, 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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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. Geng Huang will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. From September 2004 to July 2020, Mr. Huang founded and served as the president and chief executive officer of Beijing Huangjihuang Catering Management Co., Ltd., also known as Simmer Huang, where he was responsible for the overall management of the company's day -to-day operations and oversaw the expansion of the company into a large -scale , partner -driven operating network supported by centralized supply coordination, standardized procedures, and performance management across hundreds of locations. Since July 2020, following the acquisition of Simmer Huang by Yum China Holdings, Inc. (NYSE: YUMC), Mr. Huang has served in a non -executive advisory capacity as honorary chairman of Simmer Huang, and as chief advisor as Yum China Holdings, Inc., where he provides strategic counsel and specialized expertise to assist management in major initiatives and long -term strategy. Mr. Huang received his bachelor's degree in Business Administration from Beijing Institute of Business Administration in 2000.

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Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially and indirectly own approximately 72.68% 68.71% of the aggregate voting power of our outstanding common stock shares, assuming the sales of 1,250,000 3,750,000 shares of common stock we are offering, and no exercise of the underwriters' over -allotment option, and thus have the ability to determine all matters requiring approval by our stockholders. As a result, we may be a "controlled company" within the meaning of the Nasdaq listing rules. If we are a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

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Audit Committee. Our audit committee will consist of Bae Seon Ryung, Tony Luh, Geng Huang, 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, Geng Huang, 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 Bae Seon Ryung 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, Geng Huang, and Wesley K. Clark II. Tony Luh Geng Huang will be the chairperson of our compensation committee. We have determined that Bae Seon Ryung, Tony Luh, Geng Huang, 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, Geng Huang, 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, Geng Huang, 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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Executive and director compensation 3 changes

The following table sets forth, for the years ended December 31, 2024 2025 and 2023, 2024, the dollar value of all cash and noncash compensation earned by any person that was our principal executive officer ("PEO") during the last fiscal year and the two most highly compensated individuals other than our PEO who were serving as executive officers during the last fiscal year.

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Director of Operations

Chief Financial Officer

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Principal stockholders 1 change

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Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 42,000,000 shares of common stock outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on 43,250,000 45,750,000 shares of common stock outstanding immediately after the completion of this offering if the underwriters do not exercise their over -allotment option and 43,437,500 46,312,500 shares of common stock outstanding immediately after the completion of this offering if the underwriters exercise their over -allotment option in full.

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Related party transactions 2 changes

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

* As of the date of this prospectus, the balance due from this related party has been fully repaid.

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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 432,500 457,500 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 2 changes

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We have granted a 45 -day option to the representative of the underwriters to purchase up to 187,500 562,500 additional shares of our common stock (equal to 15% of the number of shares of common stock sold in the offering) at the public offering price per share less underwriting discounts, solely to cover over -allotments , if any. The underwriters may exercise this option for 45 days from the closing of this offering solely to cover sales of shares of common stock by the underwriters in excess of the total number of shares of common stock set forth in the table above. If any of these additional shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

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We estimate that expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, will be approximately $[•], $1.7 million, including a maximum aggregate reimbursement of $200,000 of Representative's accountable expenses.

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Undertakings 1 change

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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 December 4, 2025. January 13, 2026.

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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 January 8, 2026 by and between Tony Luh Geng Huang 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 Geng Huang and the Registrant, dated October 27, 2025 January 8, 2026 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 Geng Huang 99.7** Consent of Wesley K. Clark II 107* Filing Fee Table ____________ * Filed herewith ** Previously filed II-5