Duke Holding files S-1/A for IPO

Cover page 26 changes

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As filed with the U.S. Securities and Exchange Commission on January 13 , 202 6 October 30 , 2026.

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Brian B. Margolis, Esq.

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1945 Old Gallows Road,

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PRELIMINARY PROSPECTUS DATED JANUARY 13 , 202 6

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

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

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 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 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 ."

PRELIMINARY PROSPECTUS DATED OCTOBER 30 , 2026

3,750,000 Up to 18,000,000 Shares of Common Stock

This is an initial public offering on a self -underwritten , best -efforts basis of our common stock, par value $0.0001 per share. Prior to this offering, there has been no public market for our common stock. We are registering for sale a total of up to 18,000,000 shares of common stock at a fixed price of $0.05 per share to the general public on a self -underwritten , best -efforts basis, which means our Chairman of the Board of Directors and Chief Executive Officer, Michael Yang, will attempt to sell the shares. The offering price bears no relationship to our assets, book value, earnings, or any other customary investment criteria. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. We are making this offering without the involvement of underwriters or broker -dealers .

This prospectus will permit our Company, through our Chairman of the Board of Directors and Chief Executive Officer, to sell our newly issued shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. In offering the securities on our behalf, he will rely on the safe harbor from broker -dealer registration set out in Rule 3a4 -1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The shares will be offered at a fixed price of $0.05 per share for a period of six months from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends six months from the effective date of this prospectus, (ii) the date when the sale of all 18,000,000 shares is completed, or (iii) when our board of directors decides that it is in the best interest of the Company to terminate the offering prior to the completion of the sale of all 18,000,000 shares registered under the registration statement of which this prospectus forms a part.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over -the-counter market. After the effective date of the registration statement of which this prospectus forms a part, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the OTCQB Venture Market operated by the OTC Markets Groups Inc. (the "OTCQB"). We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See " Prospectus Summary — Implications of Being an Emerging Growth Company ." Additionally, Michael Yang, our Chairman of the Board of Directors, Chief Executive Officer, and controlling stockholder, will beneficially own approximately 54.48% of the aggregate voting power of our issued and outstanding shares of common stock following the consummation of this offering, assuming the sale of 18,000,000 shares of common stock we are offering. For further information, see " Principal Stockholders ."

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Initial public offering price

Underwriters' discounts (1)

Proceeds to our company before expenses (2)

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

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

We have granted the underwriters an option for a period of 45 days from the closing of this offering to purchase up to 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 $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 $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 [•], 2026.

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Sole Book-Running Manager

US Tiger Securities, Inc.

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DETERMINATION OF OFFERING PRICE

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PLAN OF DISTRIBUTION

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We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

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Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over -allotment option.

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Prospectus summary 33 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated 3PL logistics revenue of $6,040,862, $11,204,925, $4,256,242, $7,623,201, and $6,984,810, $11,204,925, respectively, representing 10%, 19%, 9%, and 88% 19% of our total revenue, for each respective period and year. respectively.

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 six months ended September June 30, 2026 and the year ended December 31 , 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue derived from integrated shipping services totaled $53,211,314, $48,045,772, $37,302,688, $74,724,145, and nil, $48,045,772, respectively, representing 90%, 80%, 90%, and nil 80% of our total revenue, for each respective period and year. respectively.

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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated $133,149, $1,128,984, $74,096, $230,849, and $996,088, $1,128,984, respectively, from our e -commerce business, representing 0.2%, 1.9%, 0.3%, and 12.5% 1.9% of our total revenue, for each respective period and year. respectively.

For the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we had total revenue of approximately $59.4 $41.6 million, $60.4 $82.6 million, and $8.0 $60.4 million, respectively, and net income of approximately $2.8 $1.8 million, $1.1 $3.0 million and $0.4 $1.1 million, respectively. As of September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we served an active customer base of 76, 138, 84, 90, and 68 138 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated approximately 91%, 94%, 87%, and 17% 87% 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 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 3,750,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

We were incorporated under the laws of the State of Nevada as a corporation in July 2024. For more details on our corporate history, please refer to " Business — Corporate History and Structure. " The following diagram illustrates our corporate structure as of the date of this prospectus.

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

(3) Represents an aggregate of 6,915,000 4,615,000 shares of our common stock held by ten seven stockholders, each holding less than 5% of shares of our common stock, as of the date of this prospectus.

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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 six months ended September June 30, 2025 2026 and the year years ended December 31, 2025 and 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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• We may face risks related to Natural disasters, health epidemics, and other outbreaks which could significantly disrupt our operations (see page 12 of this prospectus);

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• Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations (see page 13 14 of this prospectus);

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

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

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Economic, Political, and Market Risks (for a more detailed discussion, see "Risk Factors — Economic, Political, and Market Risks" beginning on page 18 of this prospectus) Risks and uncertainties related to our business economic, political, and market risks include, but are not limited to, the following:

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

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• There has been no public market for our common stock prior to this offering, and you may not be able to resell our common stock at or above the price you pay for them, or at all (see page 23 of this prospectus);

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

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

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

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

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

• Substantial future sales of our common stock or the anticipation of future sales of our common stock in the public market could cause the price of our common stock to decline (see page 26 of this prospectus);

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

• Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our common stock (see page 27 of this prospectus); and • Nasdaq may apply additional and more stringent criteria for our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold a large portion of our listed securities (see page 28 of this prospectus).

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

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

Risks Related to Our Common Stock and Trading Risks This Offering (for a more detailed discussion, see "Risk Factors — Risks Related to Our Common Stock and Trading Risks" This Offering " beginning on page 23 24 of this prospectus) In addition to the risks described above, we are subject to general r isks and uncertainties related relat ing to our business include, common stock and this offering, includ ing , but are not limited to, the following:

• No public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering (see page 24 of this prospectus);

• Even if our common stock becomes publicly traded and an active trading market develops, the market price for our common stock may be volatile (see page 24 of this prospectus);

• Our common stock may be thinly traded and you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares (see page 25 of this prospectus);

• Our common stock will be considered a "penny stock," and thereby be subject to additional sale and trading regulations that may make it more difficult to sell (see page 25 of this prospectus);

• If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected (see page 25 26 of this prospectus);

• Potential future sales under Rule 144 may depress the market price for the common stock (see page 27 of this prospectus); and • We are selling shares without an underwriter and may not be able to sell all or any of the shares offered herein (see page 28 of this prospectus).

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The offering 30 changes

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

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

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

Proposed ticker symbol

Up to 18,000,000 shares.

Offering p rice per share

The purchase price for the common stock being sold in this offering is at a fixed price of $0.05 per share of common stock.

Shares of common stock outstanding prior to completion of this offering 42,000,000 shares Shares of common stock outstanding immediately after this offering 45,750,000 39,700,000 shares. assuming no exercise of the underwriters' over -allotment option;

Shares of common stock outstanding immediately after this offering

57,700,000 shares, assuming that all 18,000,000 shares offered are sold.

Duration of the offering

The shares of common stock will be offered for a period of six months from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (six months from the effective date of this prospectus), (ii) the date when the sale of all 18,000,000 shares is completed, or (iii) when our board of directors decides that it is in the best interest of the Company to terminate the offering prior to the completion of the sale of all 18,000,000 shares registered under the registration statement of which this prospectus forms a part.

Quotation of Common Stock

Our common stock is not presently quoted either over the counter or on a national exchange. We intend to seek a market maker for the quotation of our common stock on the OTCQB, which, if approved, would only occur following the effectiveness of the registration statement of which this prospectus forms a part and potentially after this offering is consummated.

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Over-allotment Option

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 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 31 for more information .

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

Each of our directors, officers and holders 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.

We estimate our total offering expenses to be approximately $30,000 and we will receive gross proceeds of:

$225,000, if 25% of the shares are sold

$450,000, if 50% of the shares are sold

$675,000 if 75% of the shares are sold; and

$900,000, if 100% of the shares are sold.

We plan to use the net proceeds we receive from this offering, after deducting the offering expenses payable by us, for the following purposes:

• approximately 20% for hiring professionals to support company growth;

• approximately 55% for upgrading our warehouse management system with advanced AI technology;

• approximately 20% for working capital to support our day -to-day operations; and • the balance to fund for other general corporate purposes.

See " Use of Proceeds " on page 30 for more information .

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

Risk factors 81 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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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 suppliers may have an adverse effect on our business, financial condition, and results of operations.

During the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we derived most of our revenue from a few customers. Specifically, during the nine six months ended September June 30, 2025 2026 and the year years ended December 31, 2025 and 2024, we provided our integrated shipping services exclusively to a single international carrier customer, and this customer contributed approximately 89% 90%, 90%, and 80% of our total revenue, respectively, for the year ended December 31, 2023, our largest customer contributed approximately 40% our total revenue. such years. Additionally, as of September June 30, 2025, two 2026, three customers accounted for approximately 51% 39%, 14% and 22% 12% of our accounts receivable, respectively. As of December 31, 2024, four 2025, three customers accounted for approximately 28%, 26%, 16% 35%, 14% and 11% 14% of our accounts receivable, respectively. As of December 31, 2023, 2024, four customers accounted for approximately 28%, 26%, 16% 15%, 13% and 10% 11% 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 90%, 90%, and 80% of our total revenue for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024, respectively, 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 73% 75% of our total purchases for the nine six months ended September June 30, 2025. 2026. Our largest supplier accounted for approximately 69% of our total purchases for the year ended December 31, 2024. 2025. Our top three suppliers largest supplier accounted for 22%, 19% and 11% approximately 69% of our total purchases respectively, for the year ended December 31, 2023. 2024. As of September June 30, 2025, 2026, two suppliers accounted for 70% 80% and 15% 10% of our total balance of accounts payable, respectively. As of December 31, 2024, one supplier 2025, two suppliers accounted for approximately 83% 73% and 13% of our total balance of accounts payable, respectively. As of December 31, 2023, three suppliers 2024, one supplier accounted for 20%, 15% and 10% approximately 83% 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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Our business has steadily expanded since its inception and experienced significant growth from 2023 to 2024 to 2025, primarily due to the launch and rapid expansion of our integrated shipping operations in 2024. Our total revenue increased by approximately $52.4 $2.4 million, or 656.6%, 6%, to approximately $60.4 $41.6 million for the six months ended June 30, 2026, from $39.2 million for the six months ended June 30, 2025. We reported net income of approximately $1.8 million for the six months ended June 30, 2026, representing an increase of $1.1 million, or 178%, from net income of $0.6 million for the six months ended June 30, 2025. Our total revenue increased by approximately $22.2 million, or 37%, to approximately $82.6 million for the year ended December 31, 2024 2025, from $8.0 $60.4 million for the year ended December 31, 2023. 2024. We reported net income of approximately $1.1 $3.0 million for the year ended December 31, 2024, 2025, representing an increase of $0.6 $1.9 million, or 143.8%, 173%, from net income of $0.4 $1.1 million for the year ended December 31, 2023. 2024. While we have achieved strong financial results in the past, these results may not be sustainable or indicative of future results, and we cannot assure you that we will achieve or maintain profitability on a consistent basis. Our revenue growth may slow down or our revenue may decline for a number of reasons, including reduced demand for our logistics and warehousing services, increased competition, industry trend, or our failure to capitalize on growth opportunities. Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations. In addition, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we currently expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses. Any failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

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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 nine months ended 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.

We may face risks related to natural N atural disasters, health epidemics, and other outbreaks which could significantly disrupt our operations.

Natural disasters such as earthquakes, tsunamis, hurricanes, tornadoes, floods, or other adverse weather and climate conditions, whether occurring in the United States or abroad, could disrupt our operations and could damage or destroy infrastructure necessary to transport products as part of the supply chain. These events could make it difficult or impossible for us to provide logistics services; disrupt or prevent our ability to perform functions at the corporate level; and/or otherwise impede our ability to continue business operations in a continuous manner consistent with the level and extent of business activities prior to the occurrence of the unexpected event, which could adversely affect our business and results of operations. 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 mandates from governmental authorities related to public health emergencies, such as COVID -19 or similar infectious disease outbreaks. Future disease outbreaks or public health emergencies may occur and could disrupt our operations or those of our customers and logistics partners. The extent to which such public health events may impact us will depend on future developments, which are highly uncertain and cannot be predicted. Any of these factors may materially and adversely affect our business, financial condition, and results of operations.

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Cybersecurity threats and incidents directed at us could range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures aimed at disrupting business or gathering personal data of customers. We rely on a technology platform that enables us to provide one -stop logistics and warehousing services to our customers with simplicity, convenience, and reliability, primarily including our warehousing management system ("WMS") licensed from an independent third party. Our technology platform supports the smooth performance of certain key functions of our business, such as storage management, order process, payment calculation, and customer services. The secure processing, maintenance, and transmission of information in these systems are critical to our operations. Nonetheless, our technology operations are vulnerable to security breaches and attacks against our system and network. Although we employ measures designed to prevent, detect, address, and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties, including potentially sensitive personal information of our customers) and the disruption of business operations. As of the date of this prospectus, we have not experienced any cybersecurity incidents that have materially affected our business operations, financial condition, or results of operations. However, there can be no assurance that we will not experience such incidents in the future. Any compromises to our security could cause harm to our reputation, which could cause customers to lose trust and confidence in us or could cause agents to stop working for us. In addition, we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage, and compensation to customers and business partners. We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and international privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in the value of the services we provide to our customers, and increased cybersecurity protection and remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverse effect on our competitiveness and results of operations.

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We are also required to comply with local zoning ordinances and building codes, which may specify the permissible locations for our facilities and the safety standards that must be adhered to. See " Business — Governmental Regulations — Operations ." Any failure to comply with these laws and regulations may result in the assessment of administrative, civil, or criminal penalties, the imposition of investigatory remedial obligations, or the issuance of injunctions limiting or prohibiting our operations. We confirm that, as of the date of this prospectus, each of our subsidiaries has obtained a valid business license or permit required for its operations. To the best of our knowledge, we are not obliged to obtain any other approvals, licenses, or permits from any federal, state, or local authorities to conduct our business, nor have we received any notice requesting such approvals, licenses, or permits from these authorities. However, it is uncertain whether we will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant to evolving federal or state laws and regulations, and whether we will be able to obtain such approvals, licenses, or permits on a timely basis. Failure to do so may results result in a material change in our operations, and the value of our common stock could deprecate depreciate significantly or become worthless.

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As we derived approximately 91%, 94%, 87%, and 17% 87% of our revenue from customers in the PRC during the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, 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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We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine , heightened military conflicts and instability in the Middle East involving Iran, Israel, and the United States, and the increasing strained relationship between the U.S. and China. Our business, financial condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine , military actions involving Iran and the broader Middle East region, or any other geopolitical tensions.

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The heightened military conflicts and geopolitical instability involving Iran, Israel, and the United States in the Middle East have contributed to significant uncertainty in global financial and energy markets. These events, including disruptions or closures of strategic airspaces and critical maritime trade routes such as the Strait of Hormuz and the Red Sea, have contributed to increases in oil and gas prices, higher transportation and shipping costs, and broader market uncertainty. Military actions, sanctions, disruptions to strategic shipping routes, or interruptions affecting global oil and gas supplies could result in increased fuel and transportation costs, shipping delays, supply chain disruptions, and broader volatility in the global economy. Any prolonged or escalating conflict in the Middle East could adversely affect international trade flows and cross -border e -commerce activities, which may in turn negatively impact demand for our 3PL logistics services and integrated shipping services.

The recent military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, the European Union, and other countries against Russia. Additional potential sanctions and penalties have also been proposed or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Although our business has not been materially impacted by the ongoing military conflict between Russian and Ukraine or the recent military conflicts involving Iran, Israel, and the United States in the Middle East to date, it is impossible to predict the extent to which our operations, or those of our clients, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus.

In addition, the U.S. -China relationship has recently faced a daunting challenge, contributing to geopolitical instability worldwide. Because we derived approximately 91%, 94%, 87% and 17% 87% of our revenue from PRC -based customers during the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated approximately 91%, 94%, 87%, and 17% 87% 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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• deterioration of relations or disruption of trade with the U.S., such as anti -U .S. campaigns; and • tariffs and other trade barriers which could make it more expensive for our PRC customers to transport their goods and merchandise to the U.S. The Chinese government has implemented regulations or policies that have adversely affected our business. For example, the PRC government has imposed controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. See " — If the PRC government imposes further restrictions and limitations on our PRC customers' ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition, and results of operations could be materially adversely affected ." There is no guarantee that the PRC government will not implement similar policies or regulations in the future. For example, any changes to trade policies or regulations in China could potentially impact the ability of e -commerce merchants to sell their merchandise in the U.S. market — possible tariffs imposed by the PRC government on goods exported to the U.S. could increase costs for e -commerce merchants selling their merchandise overseas. In light of the renewed escalation of the U.S. -China trade war under the current Trump administration, these risks have intensified. In early 2025, the U.S. imposed new tariffs on Chinese goods, — raising certain rates up to 145%, prompting the PRC government to implement retaliatory measures, including tariffs of up to 125% and restrictions on exports of critical raw materials. These developments have increased the cost and complexity of cross -border trade, which could discourage Chinese e -commerce merchants from expanding or continuing their U.S. -bound operations. This could potentially lead to a decrease in demand for overseas logistics and warehousing services, as e -commerce merchants may opt to scale back their operations in the U.S. market. As a result, We expect to experience experienced reduced service volumes and revenue from our PRC -based customer base for the six months ended June 30, 2026, although revenue from our PRC -based customers for the year ended December 31, 2025 increased compared with the year ended December 31, 2024.

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Common Stock and Trading Risks

There has been no public market for our common stock prior to this offering, and you may not be able to resell our common stock at or above the price you pay for them, or at all.

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

The market price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our common stock following our initial public offering. If you purchase our common stock in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our common stock, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated approximately 91%, 94% 87%, and 17% 87% 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.

Risks Related to Our Common Stock and This Offering

No public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering .

Prior to this offering, there has not been a public market for our common stock. We intend to seek a market maker to file an application with FINRA for our common stock to be eligible for trading on the OTCQB. Even if our common stock is quoted on the OTCQB, there is no guarantee that there will be any trading in our common stock. In addition, there is a risk that we will not be able to have our stock listed or quoted on a more established market, and even if we are able to do so (of which no assurance can be given), we cannot predict whether an active market for our common stock will ever develop in the future. In the absence of an active trading market:

• investors may have difficulty buying and selling or obtaining market quotations;

• market visibility for shares of our common stock may be limited; and • a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

We have not received any commitments to purchase any securities in this offering, and there is no minimum offering amount; meaning, we could (and have the right to) raise substantially less than the maximum amount of shares being offered hereby.

Our offering is being made on a self -underwritten and "best -efforts " basis: no minimum number of shares must be sold in order for the offering to proceed. Consequently, there can be no assurance that any of the securities offered hereby will be sold. If we are only able to raise up to 3.3% of the maximum proceeds from this offering, it would result in negative net offering proceeds.

Even if our common stock becomes publicly traded and an active trading market develops, the market price for our common stock may be volatile.

Even if our securities become publicly traded and even if an active market for our common stock develops, of which no assurance can be given, the market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:

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• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

• announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

• the addition or departure of key personnel;

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In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

The price of our common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run -ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small -capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run -ups , lower trading volume, and less liquidity than large -capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run -ups , may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

In addition, if the trading volume of our common stock is low, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to issue additional shares of common stock or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

You will experience immediate and substantial dilution in the net tangible book value of common stock purchased in this offering.

The initial public offering price of our common stock is substantially higher than the 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 $4.15 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.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock .

Our common stock may be thinly traded and you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our common stock begins trading over-the-counter, our common stock may be "thinly-traded," meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our common stock may not develop or be sustained.

Our common stock will be considered a "penny stock," and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock, which we plan to have quoted for trading on the OTCQB, will be considered to be a "penny stock" if it does not qualify for one of the exemptions from the definition of "penny stock" under Section 3a51-1 of the Exchange Act, as amended. The principal result or effect of being designated a "penny stock" is that securities broker-dealers participating in sales of our common stock will be subject to the "penny stock" regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. Compliance with these requirements may make it more difficult and time-consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Therefore, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell shares of our common stock, have an adverse effect on the market for shares of our common stock, and thereby depress the price of our common stock.

You may face significant restrictions on the resale of your shares of our common stock due to state "blue sky" laws.

Each state has its own securities laws, often called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this offering document. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

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Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the years ended December 31, 2024 2025 and 2023, 2024, we have identified material weaknesses in our internal control over financial reporting and other control deficiencies. The material weaknesses identified included: (i) a lack of formal policies and procedures to establish risk assessment process and internal control framework; the significant deficiencies identified included (ii) a lack of sufficient skilled staff with U.S. GAAP knowledge and the SEC reporting knowledge for the purpose of financial reporting as well as a lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements; and (iii) information technology -related deficiencies in the areas of: a) risk and vulnerability assessment, b) third -party (service organization) vendor management, c) backup management, disaster recovery, and proper equipment in physical environment control, and d) system security and access.

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We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. These additional costs could negatively affect our financial results. The Sarbanes -Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these laws, rules, and regulations increases our legal and financial compliance costs and makes some corporate activities more time -consuming and costly. These laws, regulations, and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue -generating activities to compliance activities. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an "emerging growth company," as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are a large accelerated filer, which means the market value of our common stock that is held by non -affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non -convertible debt during the prior three -year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company's internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an "emerging growth company," or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We may not be able to maintain the listing of our common stock on Nasdaq.

Even if our common stock is approved for listing on Nasdaq, there can be no assurance that we will be able to maintain the listing standards of that exchange, which includes requirements that we maintain our stockholders' equity, total value of shares held by unaffiliated stockholders, and market capitalization above certain specified levels. If we fail to conform to the Nasdaq listing requirements on an ongoing basis, our common stock might cease to trade on Nasdaq, and may move to the OTCQB or OTC Pink Markets operated by OTC Markets Group, Inc. These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than Nasdaq.

Substantial future sales of our common stock or the anticipation of future sales of our common stock in the public market could cause the price of our common stock to decline.

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 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 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.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline.

Any trading market for our common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline.

Potential future sales under Rule 144 may depress the market price for the common stock.

In general, under SEC Rule 144, a person who has satisfied a minimum holding period of between six months to one year, as well as meeting any other applicable requirements of Rule 144, may thereafter sell such shares publicly. Therefore, the possible sale of unregistered shares may, in the future, have a depressive effect on the price of our common stock in the over-the-counter market.

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We will be a "controlled company" within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders.

Following this offering, our largest stockholder, Mr. Michael Yang, will continue to directly and indirectly own more than a majority of the voting power of our outstanding common stock shares and will be able to determine all matters requiring approval by our stockholders. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a "controlled company" and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the "controlled company" exemptions under the Nasdaq listing rules even if we are a "controlled company," we could elect to rely on these exemptions in the future. If we were to elect to rely on the "controlled company" exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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

Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially own approximately 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.

Mr. Michael Yang, our Chairman of the Board of Directors, Chief Executive Officer, and largest stockholder, currently controls and will continue to control our Company for the foreseeable future, including the outcome of matters requiring stockholder approval.

Mr. Michael Yang, our Chairman of the Board of Directors, Chief Executive Officer, and largest stockholder, currently owns 31,435,000 shares of common stock, or approximately 79.18%, of the total issued and outstanding shares of our Company. Following this offering, Mr. Yang will own approximately 54.48% of the issued and outstanding shares of the Company, assuming the sale of all 18,000,000 shares of common stock in this offering. Mr. Yang has, and will continue to have, the ability to control the election of our directors and the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring, or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individuals.

6 unchanged paragraphs

Our pre-IPO stockholders will be able to sell their shares of common stock upon completion of this offering subject to restrictions under Rule 144 under the Securities Act and the lock-up agreements.

All of our directors and officers and 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.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold a large portion of our listed securities.

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.

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.

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

We are selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

and 1 more change in the filing

Disclosure regarding forward-looking statements 1 change

7 unchanged paragraphs

• trends and competition in the logistics and warehousing industries; industry; and • other assumptions described in this prospectus underlying or relating to any forward -looking statements.

1 unchanged paragraph

Use of proceeds 11 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 $15.2 million if the underwriters do not exercise their over -allotment option, and $17.5 million if the underwriters exercise their over -allotment option in full.

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

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

• approximately $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.

Our offering is being made on a self -underwritten basis. No minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The total offering amount is $900,000. We do not intend to employ a material amount of the net proceeds from the contemplated offering to discharge any current or future indebtedness of the Company.

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

• approximately 20% for hiring professionals to support company growth;

• approximately $0.8 million, or 5% of the net proceeds we receive from this offering, 55% for upgrading our warehouse management system with advanced AI technology;

• approximately 20% for working capital to support our day -to-day operations; and • the balance to fund for other general corporate purposes.

To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management however, will have significant flexibility in applying and discretion to apply the net proceeds of this the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short -term , interest -bearing bank deposits or debt instruments.

Dividend policy 1 change

During the nine six months ended September June 30, 2025, we declared 2026 and paid a cash distribution of $1,132,970 to our shareholder, which was recorded as a reduction to retained earnings. During the year years ended December 31, 2023, 2025 and 2024, we declared and paid a cash distribution of $92,537 $250,000, $1,132,970 and nil to our shareholders, shareholder, respectively, 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 6 changes

• on an as adjusted basis to reflect the issuance and sale of 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.

The following table sets forth our capitalization as of September June 30, 2025: 2026:

• on an actual basis; and

• on a pro forma basis to reflect the rescission of the issuance, and the subsequent surrender and cancellation, of an aggregate of 2,300,000 shares of common stock pursuant to three separate rescission agreements, each dated August 3, 2026 (collectively, the "Rescission Agreements"), entered into between the Company and each of Wisken International Trade Limited (1,000,000 shares), Lemavi Management Limited (1,000,000 shares), and Jianxun Yang (300,000 shares); and • on an as adjusted basis to reflect the issuance and sale of 18,000,000 shares of common stock by us in this offering at the assumed offering price of $0.05 per share, assuming that the maximum number of shares offered in this self -underwritten , best -efforts offering is sold, after deducting the estimated offering expenses payable by us.

5 unchanged paragraphs

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 $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.

Common stock ($0.0001 par value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding, actual; 45,750,000 39,700,000 shares issued and outstanding, pro forma; 57,700,000 shares issued and outstanding as adjusted) 4,200 4,575 3,970 5,770 Subscription receivable (4,096 ) (4,096 (3,896 ) (3,896 ) Additional paid-in capital (1) 1,104,896 15,957,809 804,926 1,673,126 Retained earnings (1) 3,796,597 3,796,597 5,497,700 5,497,700 5,497,700 Total Stockholders' Equity 4,901,597 19,754,885 6,602,700 6,302,700 7,172,700 Total Capitalization 5,222,941 20,076,229 7,040,413 6,740,413 7,610,413 ____________ (1) Reflects the sale of the common stock in this offering at an assumed initial public offering price of $4.50 $0.05 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 ("IPO") 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.

Dilution 21 changes

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock in this offering and the net tangible book value per share of common stock upon completion of this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the net tangible book value per share attributable to the existing stockholders for our presently outstanding shares of common stock.

Our net tangible book value as of September 30, 2025 was $816,513, or $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 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 $15,804,380, or $0.35 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.33 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.15 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

Increase per share attributable to this offering

As adjusted net tangible book value per share immediately after this offering $ 0.35 $ 0.40 Amount of dilution in net tangible book value per share to new investors in the offering $ 4.15 $ 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 $18,323,551, or $0.40 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.37 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.10 per share to investors purchasing the common stock in this offering.

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

Over-allotment option not exercised

Existing stockholders

Over-allotment option exercised in full

Existing stockholders

The as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our common stock and other terms of this offering determined at the pricing.

Dilution represents the difference between the offering price per share and the post -offering net tangible book value per share of our common stock immediately after this offering. Because the assumed offering price of $0.05 per share is less than our pro forma net tangible book value per share, purchasers of shares in this offering will not experience immediate dilution in net tangible book value per share; instead, they will experience an immediate increase in net tangible book value per share, while our existing stockholders will experience an immediate decrease in net tangible book value per share. As of June 30, 2026, our net tangible book value was $3,858,427, or $0.09 per share of common stock. Net tangible book value per share represents the amount of our total tangible assets (excluding deferred offering costs and right of use assets) less total liabilities, divided by 42,000,000, the number of shares of common stock outstanding as of June 30, 2026. After giving pro forma effect to the rescission and cancellation of an aggregate of 2,300,000 shares of common stock pursuant to the Rescission Agreements, our pro forma net tangible book value as of June 30, 2026 would have been $3,558,427, or $0.09 per share of common stock, based on 39,700,000 shares of common stock outstanding.

The following table sets forth as of June 30, 2026, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholder and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of the estimated offering expenses, at a purchase price in this offering of $0.05 per share of common stock, and after giving pro forma effect to the rescission and cancellation of 2,300,000 shares of common stock pursuant to the Rescission Agreements.

Assumed initial public Offering price per share

Post-offering net tangible book value

Post-offering net tangible book value per share as of September 30, 2025

Pre-offering net tangible book value per share

Pro forma pre-offering net tangible book value per share

Increase (decrease) net tangible book value per share after offering for existing stockholders (0.005 (0.008 (0.011 (0.013 ) Dilution (accretion) per share for new stockholders $ (0.035 ) $ (0.032 ) $ (0.029 ) $ (0.027 ) Percentage dilution (accretion) per share for new stockholders (69.84 (63.39 (58.02 (53.50 )% Capital contribution by investors in this offering $ 195,000 $ 420,000 $ 645,000 $ 870,000 Capital contribution by existing stockholders $ 3,558,427 $ 3,558,427 $ 3,558,427 $ 3,558,427 % Contribution by investors in this offering 5.20 % 10.56 % 15.34 % 19.65 % % Contribution by existing stockholders 94.80 % 89.44 % 84.66 % 80.35 % Number of shares held by investors after the offering 4,500,000 9,000,000 13,500,000 18,000,000 Number of shares held by existing stockholders 39,700,000 39,700,000 39,700,000 39,700,000 Total Shares Issued and Outstanding 44,200,000 48,700,000 53,200,000 57,700,000 % of shares – investors after offering 10.18 % 18.48 % 25.38 % 31.20 % % of shares – existing stockholders after offering 89.82 % 81.52 % 74.62 % 68.80 % Assuming we sell the entire offering of 18,000,000 shares, after giving effect to the rescission and cancellation of 2,300,000 shares of common stock pursuant to the Rescission Agreements, the sale of shares in this offering, and after deducting estimated offering expenses payable by us, our pro forma as -adjusted net tangible book value as of June 30, 2026 would be $4,428,427, or $0.08 per share. This amount represents an immediate decrease in the pro forma net tangible book value of $0.01 per share to our existing stockholders and an immediate increase in net tangible book value of $0.03 per share to new investors purchasing common stock in this offering. We determine dilution by subtracting the pro forma as-adjusted net tangible book value per share after the offering from the amount of cash that a new investor paid for a share of common stock.

MD&A 129 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 nine months years ended September 30, December 31, 2025 and 2024 are derived from our unaudited condensed audited consolidated financial statements, included elsewhere in this prospectus. and all amounts included presented herein with respect to the years six months ended December 31, 2024 June 30, 2026 and 2023 2025 are derived from our audited unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP.

2 unchanged paragraphs

Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end -to -end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last -mile delivery services. These offerings are strengthened by our 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated 3PL logistics revenue of $6,040,862, $11,204,925, $4,256,242, $7,623,201 and $6,984,810, $11,204,925, respectively, representing 10%, 19%, 9%, and 88% 19% of our total revenue for each respective such six -month period and year. respective years.

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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue derived from integrated shipping services totaled $53,211,314, $48,045,772, $37,302,688, $74,724,145, and nil, $48,045,772, respectively, representing 89.6%, 80% 90%, 90%, and nil 80% of our total revenue for each respective such six -month period and year. respective years.

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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated $133,149, $1,128,984, $74,096, $230,849, and $996,088 $1,128,984 from our e -commerce business, representing 0.2%, 1.9%, 0.3%, and 12.5% 1.9% of our total revenue for each respective such six -month period and year. respective years.

For the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we had total revenue of approximately $59.4 $41.6 million, $60.4 $82.6 million, and $8.0 $60.4 million, respectively, and net income of approximately $2.8 $1.8 million, $1.1 $3.0 million, and $0.4 $1.1 million, respectively. As of September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we served an active customer base of 76,138, 84, 90, and 68 138 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated approximately 91%, 94%, 87%, and 17% 87% of our revenue from PRC -based customers, respectively. See " Risk Factors — Economic, Political, and Market Risks — China's economic, political, and social conditions, as well as governmental policies, could affect the business environment and economic conditions in China, which may result in an adverse impact on the demand for our services, potentially harming our financial condition and operating results ."

3 unchanged paragraphs

For the nine six months ended September June 30, 2025 and 2024, our largest customer contributed approximately 89% 2026 and 76% of our total revenue, respectively. For the years ended December 31, 2024 2025 and 2023, 2024, our largest customer contributed approximately 80% 90%, 90%, and 40% 80% 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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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 ."

6 unchanged paragraphs

Results of Operations for the Nine Six Months Ended September June 30, 2025 202 6 and 2024 202 5 The following table outlines sets forth our unaudited condensed consolidated statements of operations and comprehensive income for the nine six months ended September June 30, 2025 2026 and 2024: 2025:

5 unchanged paragraphs

The following table outlines sets forth the compositions composition of our revenue streams:

2 unchanged paragraphs

3) Revenue from our integrated shipping services increased by approximately $23.0 million, or 75.9%, primarily because we initiated our integrated shipping services starting in April 2024.

Our revenue increased by approximately $19.6 $2.4 million, or 49.2%, 6.1%, to approximately $59.4 $41.6 million during the nine six months ended September June 30, 2025, 2026, compared to approximately $39.8 $39.2 million for the same period in 2024. 2025. The increase was due to the effect of the following factors:

1) Revenue from our 3PL logistics services decreased by approximately $2.7 $0.2 million, or 31.2%, 4.1%, primarily due to decreased customer demand in our ocean freight services.

2) Revenue from our e -commerce business decreased by approximately $0.6 million, $7,000, or 82.5%. 8.5%. This was primarily attributable to lower customer order volume on Amazon platforms during the nine six months ended September June 30, 2025. 2026.

3) Revenue from our integrated shipping services increased by approximately $2.6 million, or 7.4%, primarily due to the continued growth of our integrated shipping services since their launch in April 2024.

The following table sets forth the breakdown of revenue generated from our integrated shipping services for the nine six months ended September June 30, 2025 2026 and 2024: 2025:

1 unchanged paragraph

Commission-Based Earnings – Demurrage

Commission-Based Commission – Based Earnings – Detention and Demurrage

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, and chassis services. These services contributed approximately 89.6% and 76.0% 88.5% of our total revenue for the nine six months ended September June 30, 2025 2026 and 2024, 2025, respectively.

1 unchanged paragraph

Logistics operations cost

The following table sets forth a breakdown of our cost of revenue and operating expenses for the nine six months ended September June 30, 2025 2026 and 2024: 2025:

3PL Logistics operations costs

E-commerce product cost costs

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(iii) Customs clearance cost decreased by approximately $2,000, or 17.2%, to approximately $11,000 for the nine months ended September 30, 2025, from approximately $13,000 for the same period in 2024. The was due to reduced demand for customs clearance services.

Cost of revenue related to our integrated shipping services increased by approximately $21.1 million, or 74.3%, to approximately $49.6 million for the nine months ended September 30, 2025 from approximately $28.5 million for the same period in 2024. This increase was primarily because we initiated our integrated shipping services starting in April 2024.

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

(i) Warehouse and handling costs increased decreased by approximately $0.3 $0.5 million, or 11.9%, 24.1%, to approximately $2.8 $1.6 million for the nine six months ended September June 30, 2025, 2026, compared to approximately $2.5 $2.1 million for the same period in 2024. 2025. The increase decrease was mainly due to an increase a reduction in logistic operation service fees charged by our related party Goodman Logistics LLC to support our warehouse services. Notwithstanding As a result, we reduced our use of the higher costs, Chicago warehouse, service revenue decreased by approximately $382,000 for the nine months ended September 30, 2025. resulting in lower warehouse and handling costs.

(ii) Trucking and freight cost decreased by approximately $1.8 $0.2 million, or 41.2%, 11.5%, to approximately $2.6 $1.6 million for the nine six months ended September June 30, 2025, 2026, from approximately $4.5 $1.9 million for the same period in 2024. 2025. The decrease was primarily attributable to a decrease in customer orders, which drove lower demand for our ocean freight services.

(iii) Customs clearance costs increased by approximately $10,000, or 136.5%, to approximately $17,000 for the six months ended June 30, 2026, from approximately $7,000 for the same period in 2025. This was due to increased demand for customs clearance services.

Cost of revenue related to e -commerce product cost costs decreased by approximately $0.5 million, $12,000, or 79.5%, 12.9%, to approximately $0.1 million $85,000 for the nine six months ended September June 30, 2025, 2026, from approximately $0.6 million $97,000 for the same period in 2024. 2025. 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 $1.9 million, or 5.9%, to approximately $34.3 million for the six months ended June 30, 2026 from approximately $32.4 million for the same period in 2025. This increase was primarily attributable to the continued growth of the integrated shipping services since inception.

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For the Nine Months Ended September 30,

For the Six Months Ended June 30,

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

Our gross profit increased to approximately $4.0 million for the six months ended June 30, 2026, compared to approximately $2.8 million for the same period in 2025, representing an increase of approximately $1.2 million, primarily driven by the expansion of our integrated shipping services, which contributed approximately $3.0 million of gross profit. Gross profit margin increased from 7.1% to 9.6%, mainly due to the continued growth of our integrated shipping services, which had gross profit margins of 8.0% and 6.7% for the six months ended June 30, 2026 and 2025, respectively. Gross profit from our 3PL logistics services increased by approximately $0.5 million, while the gross profit margin increased from 11.0% to 23.8%, primarily due to lower warehouse costs. Our e -commerce business incurred a gross loss of approximately $10,000 for the six months ended June 30, 2026, compared to a gross loss of approximately $16,000 for the same period in 2025, while the gross profit margin increased from negative 19.8% to negative 14.1%. The increase was mainly attributable to lower order volume, as e -commerce revenue declined at a lower rate than product costs.

General and administrative expenses decreased by approximately $0.2 million, or 11.1%, to approximately $1.8 million for the six months ended June 30, 2026, from approximately $2.1 million for the same period in 2025. The decrease in general and administrative expenses was primarily attributable to lower travel expense and professional fees.

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Total operating income decreased by approximately $37,000, with operating margin decreasing 1.0% to 1.8% for the nine months ended September 30, 2025, from 2.8% for the same period in 2024. In addition to the factors described above, the slight decrease in operating margin was primarily attributable to increase in operating expense spending.

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 nine months ended September 30, 2025.

The following table sets forth our operating income and margin for the nine six months ended September June 30, 2025 2026 and 2024: 2025:

Total operating income increased by approximately $1.4 million, with operating margin increasing 3.3% to 5.2% for the six months ended June 30, 2026, from 1.9% for the same period in 2025. The increase in operating income was mainly attributable to an increase in revenue of approximately $2.4 million and a decrease in operating expenses of approximately $0.2 million, partially offset by an increase in cost of revenue of approximately $1.2 million.

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Other income increased by approximately $2.9 million, to approximately $3.0 million for the nine months ended September 30, 2025, from approximately $26,000 for the same period in 2024. This increase was primarily driven by approximately $0.4 million gains from investment in marketable securities, 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.

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

Other income increased by approximately $61,000, to approximately $0.35 million for the six months ended June 30, 2026, from approximately $0.3 million for the same period in 2025. This increase was primarily driven by approximately $0.1 million in incentive income under the Port of Los Angeles Voluntary Vessel Speed Reduction Program, an initiative under the Clean Air Action Plan that provides financial incentives to shipping companies for reducing vessel speeds to minimize air pollution, offset by the decrease of approximately $33,000 in gain from investment in trading securities and approximately $43,000 in interest income.

Our income tax expense increased by approximately $0.9 $0.3 million for the nine six months ended September June 30, 2025, 2026, compared to approximately $0.4 million for the same period in 2024, 2025, mainly due to the increase in profit before tax by approximately $2.9 $1.5 million during the nine six months ended September June 30, 2025. 2026.

As a result of the foregoing, our net income for the nine six months ended September June 30, 2025 2026 was approximately $2.8 $1.8 million, compared with approximately $0.8 $0.6 million for the same period in 2024, 2025, representing an increase by approximately $2.0 $1.1 million. Our e -commerce segment integrated shipping services recorded net loss income of approximately $90,000 $1.7 million and $92,000 $1.1 million for the nine six months ended September June 30, 2025 2026 and 2024, 2025, respectively. In addition, our The 3PL logistics services segment recorded net income of approximately $0.1 million and net loss of approximately $0.6 $0.4 million for the nine six months ended September June 30, 2026 and 2025, respectively, while the e -commerce segment recorded net loss in both of approximately $9,000 and $63,000 for the e -commerce six months ended June 30, 2026 and 3PL logistics services segments reflect continued cost pressures on our operations. 2025, respectively.

Results of Operations for the Years Ended December 31, 202 5 and 202 4 The following table outlines sets forth our consolidated statements of operations and comprehensive income for the years ended December 31, 2024 2025 and 2023: 2024:

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Other income (expense)

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The following table outlines sets forth the compositions composition of our revenue streams:

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Our revenue increased by approximately $52.4 $22.2 million, or 656.6%, 36.8%, to approximately $60.4 $82.6 million during the year ended December 31, 2024, 2025, compared to approximately $8.0 $60.4 million for the same period in 2023. 2024. The increase was due to the effect of the following factors:

1) Revenue from our 3PL logistics services increased decreased by approximately $4.2 $3.6 million, or 60.4%, 32.0%, primarily due to increased decreased customer demand as we rapidly expanded our transportation services in 2024, especially in our ocean freight services.

2) Revenue from our e -commerce business increased decreased by approximately $0.1 $0.9 million, or 13.3%. 79.6%. This was primarily attributable to a broader selection of goods offered lower customer order volume on Amazon platforms during the year ended December 31, 2024, which resulted in higher customer order volume. 2025.

3) Revenue from our integrated shipping services increased by approximately $48.0 $26.7 million, or 100% 55.5% as we launched and expanded our integrated shipping operations in April 2024.

The following table sets forth the breakdown of revenue generated from our integrated shipping services for the year years ended December 31, 2025 and 2024:

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Integrated shipping services represent a new revenue stream in 2024 and include fees collected for standard port operations, as well as additional charges related to vessel demurrage and detention. These services contributed approximately 79.6% of our total revenue for the year ended December 31, 2024.

Revenue from our integrated shipping services includes fees collected for standard port operations, as well as additional charges related to vessel demurrage and detention. Such revenue increased by approximately $26.7 million, or 55.5%, to approximately $74.7 million for the year ended December 31, 2025, from approximately $48.0 million for the year ended December 31, 2024, and accounted for approximately 90.5% and 79.6% of our total revenue for the years ended December 31, 2025 and 2024, respectively. The increase was primarily attributable to the continued growth of our integrated shipping services, with revenue from integrated port services increasing by approximately $26.3 million, or 55.1%, and commission -based earnings increasing by approximately $0.3 million, or 119.0%.

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The following table sets forth a breakdown of our cost of revenue and operating expenses for the years ended December 31, 2024 2025 and 2023: 2024:

Logistics operations cost costs

E-commerce product cost costs

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

(i) Warehouse and handling cost costs increased by approximately $41,000, $0.3 million, or 1.2 8.1 %, to approximately $3.4 $3.6 million for the year ended December 31, 2024, 2025, from approximately $3.3 $3.4 million for the same period in 2023. 2024. The increase was mainly due to our transition to independently operating the increased warehouse in 2024, rather than continuing our previous prior cooperation with and handling costs to a related party. although warehouse service revenue declined during the year.

(ii) Trucking and freight cost increased costs decreased by approximately $4.0 $2.3 million, or 249.5%, 41.4%, to approximately $5.6 $3.3 million for the year ended December 31, 2024, 2025, from approximately $1.6 $5.6 million for the same period in 2023. 2024. The increase decrease was primarily attributable to an increase a decrease in customer orders, which drove higher lower demand for our ocean freight services.

(iii) Customs clearance cost decreased costs increased by approximately $20,000, $700, or 57.5%, 4.4%, to approximately $15,000 $16,000 for the year ended December 31, 2024, 2025, from approximately $35,000 $15,000 for the same period in 2023. The 2024. This was due to reduced increased demand for customs clearance services.

Cost of revenue related to e -commerce product cost increased costs decreased by approximately $0.2 $0.8 million, or 23.3%, 79.7%, to approximately $1.1 $0.2 million for the year ended December 31, 2024, 2025, from approximately $0.9 $1.1 million for the same period in 2023. 2024. The increase decrease was driven by higher lower order volume and a corresponding increase in selling related expenses charged by online platforms such as Amazon.

Cost of revenue related to our integrated shipping services increased by approximately $24.4 million, or 54.0%, to approximately $45.2 $69.7 million for the year ended December 31, 2024 2025, from nil approximately $45.2 million for the same period in 2023. 2024. This increase was driven by the launch and expansion of our integrated shipping services during the year.

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Our gross profit increased to approximately $5.1 $5.8 million for the year ended December 31, 2024, 2025, compared to approximately $2.2 $5.1 million for the same period in 2023, 2024, representing an increase of approximately $2.9 $0.7 million, primarily driven by the launch continued growth of our integrated shipping services, which contributed an increase of approximately $2.8 $2.2 million of in gross profit. Despite the increase in gross profit, our gross profit margin declined from 27.2% to 8.4% to 7.0%, mainly due to the launch continued growth of our integrated shipping services, which possessed a relatively low gross profit margin of 5.8%. 6.8%. Gross profit from our 3PL logistics services increased decreased approximately $0.2 $1.5 million, although and the margin declined from 29.0% to 19.7% to 9.0%, as higher trucking and warehouse costs offset did not decrease proportionately with the decline in revenue. growth. Gross profit from our e -commerce business decreased to approximately $78,000 $18,000 from $144,000, with $78,000, primarily due to lower order volume, while the gross profit margin contracting increased from 14.5% to 6.9% due to higher 7.8%, as the decrease in product costs relative to modest slightly outpaced the decline in revenue. growth.

General and administrative expenses increased by approximately $2.2 $1.1 million, or 142.4%, 30.7%, to approximately $3.7 $4.8 million for the year ended December 31, 2024, 2025, from approximately $1.5 $3.7 million for the same period in 2023. 2024. The increase in general and administrative expenses was primarily attributable to higher payroll costs, increased office rentals travel expenses, and greater professional fees.

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Total operating income increased by approximately $0.8 million, with operating margin decreasing 5.9% to 2.4% for the year ended December 31, 2024, from 8.3% for the same period in 2023. In addition to the factors described above, the decrease in operating margin was primarily attributable to the addition of Duke Shipping, as well as elevated inflationary costs that increased expenses in our e -commerce business, making it more costly to procure services and fulfill growing customer orders.

The following table sets forth our operating income and margin for the years ended December 31, 2024 2025 and 2023: 2024:

Total operating income decreased by approximately $0.5 million, with operating margin decreasing by 120 basis points to 1.2% for the year ended December 31, 2025, from 2.4% for the same period in 2024. In addition to the factors described above, the decrease in operating margin was primarily attributable to cost of revenue growing at a faster rate than revenue, coupled with an increase in operating expenses.

To partially offset the impact of these rising costs due to inflation, we implemented pricing adjustments and continued supply chain optimization initiatives. While these measures partially alleviated the impact of increased expenses, inflationary pressures still contributed to margin compression for the year ended December 31, 2024. 2025.

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

Other income increased by approximately $3.0 million, to approximately $3.1 million for the year ended December 31, 2025, from approximately $0.1 million other income for the same period in 2024. This increase was primarily attributable to approximately $2.3 million in incentive income earned under the Port of Los Angeles' Container Terminal Tenant Incentive Program, which is tied to the achievement of certain operational metrics and may not recur in comparable amounts or at all.

Our income tax expense increased by approximately $0.3 $0.6 million for the year ended December 31, 2024, 2025, compared to the same period in 2023, 2024, mainly due to the increase in profit before tax by approximately $0.9 $2.5 million during the year ended December 31, 2024. 2025.

As a result of the foregoing, our net income for the year ended December 31, 2024 2025 was approximately $1.1 $3.0 million, compared with net income of approximately $0.4 $1.1 million for the same period in 2023, 2024, representing an increase by approximately $0.6 million. Our e -commerce segment recorded a net loss of approximately $0.3 and 0.1 1.9 million. for the years ended December 31, 2024 and 2023, respectively, reflecting continued cost pressures on this segment.

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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 September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we had cash of approximately $4.9 $6.2 million, $5.0 $2.1 million and $0.1 $5.0 million, respectively, which primarily consisted of cash deposited in banks. As of September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we had cash equivalents of approximately $0.3, $58,000, $17,000 and $6.1 million, and nil, respectively, which primarily consisted of certificates of deposits deposit with original maturities of three months or less and cash maintained in the a brokerage account. As of September June 30, 2026 and December 31, 2025, there were $8.0 $9.1 million and $9.1 million certificates of deposits deposit with original maturities of greater than three months, respectively, which are recorded as short -term investment.

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

Cash Flows for the Six Months Ended June 30, 2026 and 2025

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Net cash used in provided by financing activities

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We had a balance of cash and cash equivalents of approximately $5.2 $6.3 million as of September June 30, 2025, 2026, compared with a balance of approximately $11.1 $1.1 million as of December 31, 2024. June 30, 2025. During the nine six months ended September June 30, 2025, 2026, our cash outflows inflows were mainly related to investing operating activities.

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

Net cash provided by operating activities was approximately $4.0 $4.9 million for the nine six months ended September June 30, 2025, 2026, compared to net cash provided by operating activities of approximately $6.5 $1.5 million for the same period in 2024, 2025, representing a $2.5 $3.4 million decrease increase in the net cash inflow provided by operating activities. The decrease increase was primarily due to the following:

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and 49 more changes in the filing

Business 22 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated 3PL logistics revenue of $6,040,862, $11,204,925, $4,256,242, $7,623,201 and $6,984,810, $11,204,925, respectively, representing 10%, 19%, 9%, and 88% 19% of our total revenue for each respective such six -month period and year. respective years.

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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue derived from integrated shipping services totaled $53,211,314, $48,045,772, $37,302,688, $74,724,145, and nil, $48,045,772, respectively, representing 90%, 80%, 90%, and nil 80% of our total revenue for each respective such six -month period and year. respective years.

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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated $133,149, $1,128,984, $74,096, $230,849 and $996,088, $1,128,984, respectively, from our e -commerce business, representing 0.2%, 1.9%, 0.3%, and 12.5% 1.9% of our total revenue for each respective such six -month period and year. respective years.

For the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we had total revenue of approximately $59.4 $41.6 million, $60.4 $82.6 million, and $8.0 $60.4 million, respectively, and net income of approximately $2.8 $1.8 million, $1.1 $3.0 million, and $0.4 $1.1 million, respectively. As of September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we served an active customer base of 76, 138 84, 90, and 68 138 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, we generated approximately 91%, 94%, 87%, and 17% 87% 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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An Experienced Management Team with Strong Financial and Operational Expertise Our management team consists of executives with decades of supply chain, warehousing, and logistics industry experience, as well as expertise in other corporate functions. As the founder of Duke System Logistics and our Chief Executive Officer, Mr. Michael Yang is responsible for the management of our day -to -day operations and high -level strategy and business planning. With an extensive background in logistics, Mr. Yang also served as a senior manager of logistics at American Chung Nam, the world's largest container exporter, from 2002 to 2008. In 2008, he founded Duke System Logistics, growing it into a multimillion -dollar company with operations across the U.S. and Asia. In addition, Ms. Ning (Winnie) Xiao, Luling (Nicole) Xia has served as our Chief Financial Officer has served since January 2026 and as the chief financial officer of Duke System Logistics Shipping since September 2008, responsible for company's overall March 2024, bringing experience in financial management, financial reporting, and internal control. From April 2021 tax compliance. Prior to April 2022, joining Duke Shipping, Ms. Xiao also Xia served as an accountant a tax analyst at Management M LLC, Thermo Fisher Scientific, where she focused on franchise management and financial record -keeping . Ms. Xiao brings expertise gained experience in developing financial processes, managing cash flow, global tax compliance, transfer pricing, and ensuring timely, compliant financial reporting; her skills in project management, data analysis. and communication are essential for monitoring business performance and delivering critical reports to stakeholders. Mr. Huafeng (Roger) Zhang has served as our Chief Operating Officer since October 2025, and he is a seasoned professional in container shipping and international logistics, with extensive experience in both China and the U.S. Throughout his career, Mr. Zhang has managed sales teams, driven growth in dry, refrigerated, and dangerous goods markets, and overseen major trade routes such as Transpacific, Asia -Europe , and Intra -Asia . Mr. Zhang also has deep expertise in U.S. landside logistics, warehousing, contract negotiation, and team leadership. While our executive officers bring significant operational and industry expertise, none of them has prior experience managing a public company. We rely on our visionary, experienced, and passionate senior management team to drive our business growth. Under the leadership of the management, we have successfully identified and capitalized on the opportunities for growth in the logistics and warehousing industries.

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• Domestic U.S. Expansion : We plan to enhance our warehousing and logistics infrastructure in rapidly growing U.S. areas such as New York, Atlantan, Atlanta, Chicago, Houston, and Dallas, with a specific focus on the e -commerce sector. See "— Our Growth Strategies — Further Enhance Our Warehousing and Logistics Capabilities ." This expansion aims to broaden our comprehensive logistics service coverage, which is essential for keeping pace with the rapid growth of online retail.

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

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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 3,750,000 shares of common stock being offered, assuming no exercise of the underwriters' over -allotment option.

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(3) Represents an aggregate of 6,915,000 4,615,000 shares of our common stock held by ten seven stockholders, each holding less than 5% of shares of our common stock, as of the date of this prospectus.

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The following tables present our revenue and gross profit for the years six months ended December 31, 2024 and 2023 June 30, 2026 and the nine months years ended September 30, December 31, 2025 and 2024. See also " Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations ."

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We are committed to becoming the preferred logistics partner for businesses operating between Asia and the U.S. Our 3PL logistics services span the entire supply chain spectrum and operational flow, as outlined blow, below, from (i) Ocean Freight Services, to (ii) Port and Drayage Services, and finally, and to (iii) Warehousing and Last -Mile Delivery. This end -to -end approach allows our customers to manage their supply chains more efficiently and reliably.

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We generate revenue by charging service fees for our warehousing and last -mile delivery services, with rates typically ranging from $15 to $36 per service. These fees vary based on the specific services our customers select and are influenced by various factors such as load type, the total number of SKUs, weight, volume, storage duration, and delivery distance. Additionally, we collect delivery fees from the customers for services provided by third -party couriers, including UPS, FedEx, and USPS. Our longstanding partnerships with these logistics service providers have enabled us to offer competitive and reasonable delivery rates. By leveraging the volume and size of the packages we manage, we consolidate smaller shipments to reduce transportation costs for our customers. We are committed to transparent pricing, ensuring that our customers have a clear understanding of the fees they will incur. Typically, fees range from $9.00 to $25 for delivering a package to end consumers.

Overall, for the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue from the 3PL logistics services was $6,040,862, $11,204,925, $4,256,242, $7,623,201, and $6,984,810, $11,204,925, respectively, accounting for 10%, 19%, 9%, and 88% 19% of our total revenue for the such six -month period and 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 89% 90%, 90% and 80% of our total revenue for the nine six months ended September June 30, 2025 2026 and the year years ended December 31, 2025 and 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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue from integrated shipping services was $53,211,314, $48,045,772, $37,302,688, $74,724,145, and nil, $48,045,772, respectively, accounting for 90%, 80%, 90%, and nil 80% of our total revenue for the such six -month period and respective periods. years.

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 nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, our revenue from the e -commerce business was $133,149, $1,128,984, $74,096, $230,849, and $996,088, $1,128,984, respectively, accounting for 0.2%, 1.9%, 0.3% and 12.5% 1.9% of our total revenue for the such six -month period and respective periods. years.

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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 91%, 94% 87%, and 17% 87% of our revenue from our PRC customers for the nine six months ended September June 30, 2025 2026 and the years ended December 31, 2024 2025 and 2023, 2024, respectively. As of September June 30, 2025 and 2026, December 31, 2024 2025 and 2023, 2024, we had an active customer base of 76, 138, 84, 90, and 68, 138, respectively. During the nine six months ended September June 30, 2025 2026 and the year years ended December 31, 2025 and 2024, our largest customer, HEDE, an international ocean carrier to whom we exclusively provided our integrated shipping services, contributed approximately 89% 90%, 90%, 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 June 30, 2025, two 2026, three customers accounted for approximately 51%, 39%, 14% and 22% 12% of the Company's accounts receivable, respectively. As of December 31, 2024, four 2025, three customers accounted for approximately 28%, 26%, 16% 35%, 14% and 11% 14% of our the Company's accounts receivable, respectively. As of December 31, 2023, 2024, four customers accounted for approximately 28%, 26%, 16% 15%, 13% and 10% 11% 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 six months ended September June 30, 2025 202 6 and the year s ended December 31, 2025 and 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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For example, under a terminal services agreement dated August 31, 2024 (as amended on September 15, 2026) entered into by and between WBCT, a marine terminal operator that is our largest supplier, and Duke Shipping, WBCT agrees has agreed to provide container handling, terminal operations, and related port services to support vessel operations for Duke Shipping's international carrier customers at the Port of Los Angeles. Pursuant to the agreement, Duke Shipping is required to prepay WBCT for services rendered prior to each vessel operation, based on operational estimates, and reimburse all fees in accordance with a detailed rate schedule that includes container throughput, accessory charges, and labor surcharges, subject to periodic adjustments based on union wage rates and consumer price index. The agreement includes an annual rate adjustment mechanism tied to labor and utility cost changes and provides for revisions in the event of major operational or volume changes. The agreement remains in effect through June 27, 2026, July 2, 2027, unless earlier terminated in accordance with applicable terms or and may be amended by mutual consent.

Our largest supplier accounted for 73% 75% of our total purchases for the nine six months ended September June 30, 2025. 2026. Our largest supplier accounted for approximately 69% of our total purchases for the year ended December 31, 2024. 2025. Our top three suppliers largest supplier accounted for 22%, 19% and 11% approximately 69% of our total purchases respectively, for the year ended December 31, 2023. 2024. As of September June 30, 2025, 2026, two suppliers accounted for 70% 80% and 15% 10% of our total balance of accounts payable, respectively. As of December 31, 2024, one supplier 2025, two suppliers accounted for approximately 83% 73% and 13% of our total balance of accounts payable, respectively. As of December 31, 2023, three suppliers 2024, one supplier accounted for 20%, 15% and 10% approximately 83% 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 December 31, 2025, June 30, 2026, we had 21 23 full -time employees. The following table sets forth the number of our full -time employees as of December 31, 2025: June 30, 2026:

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In addition to our full -time employees, we also hired approximately 13 eight independent contractors as of December 31, 2025. June 30, 2026. These contract workers serve as our supplemental workforce, primarily responsible for warehouse labor, security and cleaning.

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We do not believe that current U.S. governmental regulations impose significant economic restraint upon our business operations. A number of U.S. federal, state, and local laws and regulations affect our business, including those relating to our sales, operations, transportation of goods, warehouse maintenance, financing, insurance, and employment practices. The regulatory bodies that regulate our business include, but not limited to, the FMC, the CBP, the DHS, the OSHA, the Consumer Financial Protection Bureau, and the DOT. For example, the shipping of goods by sea is regulated by the FMC. Our Company is licensed by the FMC to operate as an OTI. As a licensed OTI, we are required to comply with several regulations, including the filing of our tariffs. Further, the DHS regulations applicable to our customers that import goods into the U.S. and our contracted ocean carriers may impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations. Moreover, the OSHA implements and enforces safety and health regulations in the workplace, which provide standards applicable to both general industry and specific to the warehousing industry, such as standards for, among other things, proper storage of materials, use of material handling equipment, and employee training. Furthermore, as we are involved in the transportation of goods, we must comply with the DOT regulations regarding driver qualifications, vehicle maintenance, and hours of service. Additionally, as with other warehousing and logistics companies, we are required to follow federal and state employment laws, which cover important aspects such as minimum wage, overtime pay, and anti -discrimination policies, among other things. We are also required to comply with local zoning ordinances and building codes, which may specify the permissible locations for our facilities and the safety standards that must be adhered to. We confirm that, as of the date of this prospectus, each of our subsidiaries has obtained a valid business license or permit required for its operations. To the best of our knowledge, we are not obliged to obtain any other approvals, licenses, or permits from any federal, state, or local authorities to conduct our business, nor have we received any notice requesting such approvals, licenses, or permits from these authorities. However, it is uncertain whether we will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant to evolving federal or state laws and regulations, and whether we will be able to obtain such approvals, licenses, or permits on a timely basis. Failure to do so may results result in a material change in our operations, and the value of our common stock could deprecate depreciate significantly or become worthless.

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Management 41 changes

Chief Executive Officer, Director, and Chairman of the Board of Directors Ning (Winnie) Xiao Chief Financial Officer and Director Huafeng (Roger) Zhang Chief Operating Officer Bae Seon Ryung Independent Director Appointee* Geng Huang Independent Director Appointee* Wesley K. Clark II Independent Director Appointee* ____________ * Bae Seon Ryung, 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.

The following is a brief biography of each of our executive officers, directors, and director appointees:

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

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.

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.

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.

Set forth below is information concerning our directors director appointees, and executive officers as of the date of this prospectus.

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

Ms. Luling (Nicole) X ia has served as our Chief Financial Officer since January 1, 2026 and as our director since May 2026. Since March 2024, Ms. Xia has served as the chief financial officer of Duke Shipping, where she is responsible for financial reporting, financial recordkeeping, cost analysis, and budgeting. From February 2020 to May 2022, Ms. Xia served as a tax analyst specializing in transfer pricing at Thermo Fisher Scientific, where she was responsible for supporting the company's global tax compliance and transfer pricing strategies, including transfer pricing documentation, profitability analysis, and reporting intercompany transactions across the company's global operations. Ms. Xia received her bachelor's degree in Business Administration from California State University San Marcos in 2024. We believe Ms. Xia is qualified to serve as our Chief Financial Officer because of her experience in financial management, financial reporting, and tax compliance.

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

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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 68.71% of the aggregate voting power of our outstanding common stock shares, assuming the sales of 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:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our director nominees be selected or recommended solely by independent directors; and • the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our board of directors will consist of five directors upon closing of this offering, three of whom will be "independent" within the meaning of the corporate governance standards of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A -3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Leadership Structure and Risk Oversight

Currently, Mr. Michael Yang serves as our Chief Executive Officer and Chairman of the Board of Directors. The board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as our board of directors believes it is in the best interest of our Company to make that determination based on the position and direction of our Company and the membership of the board of directors.

Our board of directors actively manages our risk oversight process and receives periodic reports from management on areas of material risk to our Company, including operational, financial, legal, and regulatory risks. The committees of the board of directors will assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk. The audit committee will assist the board of directors with its oversight of our major financial risk exposure. The compensation committee will assist the board of directors with its oversight of risks arising from our compensation policies and programs. The nominating and corporate governance committee will assist the board of directors with its oversight of risks associated with board organization, board independence, and corporate governance. While each committee will be responsible for evaluating certain risks and overseeing the management of those risks, the entire board of directors will continue to be regularly informed about the risks.

We will establish three committees under the board of directors prior to the closing of this offering: an audit committee, a compensation committee, and a nominating and corporate governance committee. The appointment to the committees will be effective immediately upon the effective date of the registration statement of which this prospectus forms a part. We will adopt a charter for each of the three committees. Each committee's members and functions are described below.

Audit Committee. Our audit committee will consist of Bae Seon Ryung, 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, 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 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:

• appointing the independent auditors and pre -approving all auditing and non -auditing services permitted to be performed by the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management's response;

• discussing the annual audited financial statements with management and the independent auditors;

• reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

• reviewing and approving all proposed related party transactions;

• meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee will consist of Bae Seon Ryung, Geng Huang, and Wesley K. Clark II. Geng Huang will be the chairperson of our compensation committee. We have determined that Bae Seon Ryung, 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:

• reviewing and approving the total compensation package for our most senior executive officers;

• approving and overseeing the total compensation package for our executives other than the most senior executive officers;

• reviewing and recommending to the board with respect to the compensation of our directors;

• reviewing periodically and approving any long -term incentive compensation or equity plans;

• selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person's independence from management; and • reviewing programs or similar arrangements, annual bonuses, employee pension, and welfare benefit plans.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of Bae Seon Ryung, 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, 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:

• identifying and recommending nominees for election or re -election to our board of directors or for appointment to fill any vacancy;

• reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

• identifying and recommending to our board the directors to serve as members of committees;

• advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

There is no family relationship among any directors, executive officers, or persons nominated to become of our directors or and executive officers.

Director Independence and Committees of the Board of Directors

We are not required to have any independent members of the board of directors. Our board of directors has determined that none of the directors are independent under applicable SEC rules. As we do not have any board committees, our board of directors as a whole carries out the functions of audit, nominating and compensation committees.

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

Executive and director compensation 11 changes

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Former Chief Financial Officer (1)

(1) Ning (Winnie) Xiao served as the Company's Chief Financial Officer as of December 31, 2025. She resigned from her position as Chief Financial Officer effective January 1, 2026 and from her position as a director of the Company effective May 8, 2026.

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We have entered into an employment agreement with Michael Yang, our Chief Executive Officer, Ning (Winnie) Xiao Luling (Nicole) Xia, our Chief Financial Officer, and Huafeng (Roger) Zhang, our Chief Operating Officer. A summary of the terms of each of these executive offer letters employment agreements is set forth below. Currently, the annual compensation of each of the executive officers is fixed by the board of directors. The named executive officers are also entitled to participate in our benefit plans, which such benefits are generally available to all full -time employees.

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

Executive Employment Agreement with Ning (Winnie) Xiao Luling (Nicole ) Xia

On August January 1, 2025, 2026, we entered into an employment agreement with Ning (Winnie) Xiao, Luling Xia, appointing her as our Chief Financial Officer, and she is responsible for performing various accounting functions. As consideration for her services, Ms. Xiao Xia is entitled to a monthly base salary of $3,000, subject to potential future adjustments based on performance. Either party may terminate the agreement with one month's advance written notice, or one month's salary in lieu of notice, and in such cases, Ms. Xiao Xia will receive a prorated salary or any applicable compensation then in effect. We may also terminate the agreement immediately without prior notice or compensation in cases of misconduct by Ms. Xiao, Xia, including disobedience of lawful orders, fraud, dishonesty, actions damaging to the reputation of our Company, or neglect of duties without reasonable cause. In cases of such misconduct, Ms. Xiao Xia will not be entitled to additional compensation.

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

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Our Company has not yet implemented a formal compensation plan for our directors but plans to do so prior to the completion of this offering.

Insider Participation Concerning Executive Compensation

Our Chief Executive Officer and Chairman of the Board of Directors, Mr. Michael Yang, has been making all determinations regarding executive officer compensation from the inception of our Company. When our Compensation Committee is set up, it will be making all determinations regarding executive officer compensation.

As of the date of this prospectus, we have not paid any remuneration to our directors in such capacities.

Principal stockholders 6 changes

4 unchanged paragraphs

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 42,000,000 39,700,000 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 45,750,000 57,700,000 shares of common stock outstanding immediately after the completion of this offering, if assuming the underwriters do not exercise their over -allotment option and 46,312,500 sale of all 18,000,000 shares of common stock outstanding immediately after the completion of in this offering. if the underwriters exercise their over -allotment option in full.

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option not exercised)

Common Stock Beneficially

Owned After this Offering

(Over-allotment option

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All directors and named executive officers as a group (six ( three individuals):

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Related party transactions 59 changes

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Shareholder Michael Yang has 40% 100% ownership in ANTS

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Redlands Management LLC

Shareholder Michael Yang is a manager of Redlands Management LLC

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Shareholder Michael Yang has 75% ownership in Duke System Logistics (Shenzhen) Inc. Our related party balances as of September June 30, 2026 and December 31, 2025 and transactions for the nine six months ended September June 30, 2025 2026 and 2024 2025 are as follows:

5 unchanged paragraphs

Total accounts receivable, related parties

Less: allowance for credit losses

Logistics services provided

Logistics services provided

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Name of related party part ies

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Due on demand, expenses paid on behalf

Total Due from related parties

Less: allowance for credit losses

Due on demand, short-term

noninterest bearing loan

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

GOODMAN LOGISTICS LLC

Other payables — related parties

Name of related party

GOODMAN LOGISTICS LLC

Expenses paid on behalf of the Company

* The amounts due from related parties represent short -term , noninterest -bearing loans that are due on demand. We expect the outstanding balances due from related parties to be fully repaid by the end of December 2026.

Accounts payable — related party part ies

Name of related party parties

Provided Received logistics operations services

Duke System Logistics (Shenzhen) Inc.

Provided Received logistics operations services

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Goodman Logistics LLC

Received logistics operations services

Total accounts payable – related parties

7 unchanged paragraphs

Goodman Logistics LLC

3 unchanged paragraphs

Consulting service income

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

7 unchanged paragraphs

5 unchanged paragraphs

9 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

10 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 28 more changes in the filing

Description of the securities 17 changes

1 unchanged paragraph

17 unchanged paragraphs

1 unchanged paragraph

and 17 more changes in the filing

Shares eligible for future sale 8 changes

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 8 more changes in the filing

Plan of distribution 64 changes

and 64 more changes in the filing

Legal matters 1 change

and 1 more change in the filing

Experts 1 change

and 1 more change in the filing

Where you can find additional information 2 changes

5 unchanged paragraphs

and 2 more changes in the filing

Notes to the financial statements 46 changes

3 unchanged paragraphs

7 unchanged paragraphs

1 unchanged paragraph

28 unchanged paragraphs

12 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

and 46 more changes in the filing

Note 6: Inventories, net 2 changes

3 unchanged paragraphs

and 2 more changes in the filing

Note 8: Leases (cont.) 9 changes

11 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

and 9 more changes in the filing

Note 9: Related party transactions 4 changes

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 4 more changes in the filing

Note 10: Income taxes 15 changes

1 unchanged paragraph

2 unchanged paragraphs

and 15 more changes in the filing

Note 10: Income taxes (cont.) 9 changes

and 9 more changes in the filing

Note 11: Loans payable 4 changes

3 unchanged paragraphs

1 unchanged paragraph

and 4 more changes in the filing

Note 14: Concentration of risk (cont.) 5 changes

and 5 more changes in the filing

Note 15: Segment information (cont.) 3 changes

and 3 more changes in the filing

Note 17: Subsequent events 33 changes

7 unchanged paragraphs

11 unchanged paragraphs

1 unchanged paragraph

14 unchanged paragraphs

1 unchanged paragraph

9 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

12 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

and 33 more changes in the filing

Note 1: Nature of business and organization 3 changes

2 unchanged paragraphs

6 unchanged paragraphs

and 3 more changes in the filing

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

1 unchanged paragraph

and 3 more changes in the filing

Note 2: Basis of presentation and summary of significant accounting policies (cont.) 17 changes

and 17 more changes in the filing

Note 4: Customer deposits 2 changes

3 unchanged paragraphs

and 2 more changes in the filing

Note 5: Accounts receivable, net 4 changes

2 unchanged paragraphs

and 4 more changes in the filing

Note 7: Property and equipment, net 2 changes

4 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Note 8: Leases 18 changes

1 unchanged paragraph

1 unchanged paragraph

and 18 more changes in the filing

Note 9: Related party transactions (cont.) 38 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 38 more changes in the filing

Note 11: Loans payable (cont.) 15 changes

1 unchanged paragraph

1 unchanged paragraph

and 15 more changes in the filing

Note 12: Equity 8 changes

1 unchanged paragraph

and 8 more changes in the filing

Note 13: Earnings per share 4 changes

1 unchanged paragraph

and 4 more changes in the filing

Note 14: Concentration of risk 7 changes

and 7 more changes in the filing

Note 15: Segment information 3 changes

1 unchanged paragraph

5 unchanged paragraphs

and 3 more changes in the filing

Other expenses of issuance and distribution 2 changes

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Recent sales of unregistered securities 1 change

8 unchanged paragraphs

and 1 more change in the filing

Undertakings 20 changes

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 20 more changes in the filing

Exhibits 2 changes

3 unchanged paragraphs

and 2 more changes in the filing