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

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Duke Holding Inc.
(Exact name of registrant as specified in its charter)

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5150 S Archibald Ave
Ontario, California 91762
(909) 385-1688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Michael Yang
Chief Executive Officer
Duke Holding Inc.
5150 S Archibald Ave
Ontario, California 91762
(909) 385-1688
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a Copy to:

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED OCTOBER 24, 2025

1,250,000 Shares of Common Stock

Duke Holding Inc.

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.

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

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

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(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 $452,812, based on an assumed

public offering price of $4.50 per share of common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and the total gross proceeds to us, before underwriting discounts and expenses, will be $6,468,750.

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

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

US Tiger Securities, Inc.

Prospectus dated [•], 2025

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

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.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “3PL,” or “third party logistics” are to outsourcing logistics and supply chain operations, such as warehousing, transportation, and inventory management, to a third-party provider. 3PL companies manage parts of the supply chain on behalf of businesses, allowing those businesses to focus on other areas like sales, marketing, and product development;

•        “Automated Manifest System” or “AMS” are to an electronic data system of U.S. Customs and Border Protection, used to track, manage, and screen import cargo before it arrives in the U.S.

•        “chassis” are to a metal frame or trailer used for transporting containers, which consists of wheels and a locking system designed to secure the container for movement by road or rail.

•        “China” or the “PRC” are to the People’s Republic of China;

•        “customs broker” are to an individual or firm that represents importers/exporters in dealings with customs. They are responsible for obtaining and submitting all documents for clearing merchandise through customs, arranging inland transport, and paying all charges related to these functions;

•        “customs clearance” are to the act of obtaining permission to export or import merchandise from one country into another;

•        “Duke Holding” are to Duke Holding Inc., a corporation incorporated under the laws of the State of Nevada;

•        “Duke System Logistics” are to DUKE SYSTEM LOGISTICS INC., a company incorporated under the laws of the State of California, which is wholly owned by Duke Holding;

•        “Duke Shipping” are to Duke Shipping Agency, LLC, a limited liability company organized under the laws of the State of California, which is wholly owned by Duke Holding;

•        “electronic data interchange” or “EDI” are to a standardized electronic communication system used to transmit trade and logistics data between systems, which enables importers, carriers, and other filers to electronically exchange information with the U.S. Customs and Border Protection, for purposes of this prospectus.

•        “pallet” are to a platform (approximately four square feet) used for moving and storing products, goods, and merchandise. A forklift truck is used to lift and move a loaded pallet;

•        “Uniform Intermodal Interchange Agreement,” “Uniform Intermodal Interchange and Facilities Access Agreement,” or “UIIA” are to a standardized contract used in the U.S. intermodal freight industry, which governs the interchange of intermodal equipment, such as containers and chassis, between equipment providers and motor carriers.

•        “U.S. dollars,” “USD,” “$,” or “dollars” are to the legal currency of the United States; and

•        “we,” “us,” “our,” “our Company,” or the “Company” are to Duke Holding and its subsidiaries, as the case may be.

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

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

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

RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our common stock if you can bear the risk of loss of your entire investment.

Operational Risks

If our customers are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially and adversely affected.

One of the main reasons that our customers use contract warehouse and logistics management companies is the high cost, high degree of difficulties, and operational deficiencies associated with developing in-house logistics and supply chain expertise. If, however, our customers are able to develop their own logistics and supply chain solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate our services, our business and operating results may be materially and adversely affected.

Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our suppliers may have an adverse effect on our business, financial condition, and results of operations.

During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we derived most of our revenue from a few customers. Specifically, during the six months ended June 30, 2025 and the year ended December 31, 2024, we provided our integrated shipping services exclusively to a single international carrier customer, and this customer contributed approximately 88% and 80% of our total revenue, respectively. For the year ended December 31, 2023, our largest customer contributed approximately 40% our total revenue. Additionally, as of June 30, 2025, four customers accounted for approximately 46%, 13%, 12% and 12% of our accounts receivable, respectively. As of December 31, 2024, four customers accounted for approximately 28%, 26%, 16% and 11% of our accounts receivable, respectively. As of December 31, 2023, four customers accounted for approximately 16%, 15%, 13% and 10% of our accounts receivable, respectively. Over the same period or years, no other customers represented more than 10% of our total revenue or accounts receivable. For an example of a typical transaction, see “Business — Customers.” We may lose a significant customer due to a variety of factors, including our ability to provide quality integrated shipping services and/or warehouse and logistics management services. In particular, our agreement with HEDE, our largest customer in 2024 accounting for approximately 80% of our total revenue, remains effective for a fixed term of 36 months but may be terminated earlier by either party upon 90 days’ prior written notice. See “Business — Customers.” Even though we have a strong record of performance, we cannot guarantee that we will continue to maintain the business cooperation with these significant customers at the same level, or at all. In particular, any disruption, termination, or deterioration in our commercial relationship with our single integrated shipping customer, whether due to reduced service needs, unfavorable contract renegotiation, operational disputes, financial difficulties of the customer, or termination of the agreement, could have a material and adverse effect on our revenue, cash flow, and profitability. If any significant customer terminates its relationship with us, we cannot assure you that we will be able to secure an alternative arrangement with comparable customers in a timely manner, or at all. Losing one or more of these significant customers could adversely affect our business, financial condition, and results of operations.

In addition, we depend upon a few suppliers that accounted for more than 10% of our total purchases for the past two years — specifically, our largest supplier accounted for 72% of our total purchases for the six months ended June 30, 2025. Our largest supplier accounted for approximately 69% of our total purchases for the year ended December 31, 2024. Our top three suppliers accounted for 22%, 19% and 11% of our total purchases, respectively, for the year ended December 31, 2023. As of June 30, 2025, two suppliers accounted for 72% and 12% of our total balance of accounts payable, respectively. As of December 31, 2024, one supplier accounted for approximately 83% of our total balance

of accounts payable. As of December 31, 2023, three suppliers accounted for 20%, 15% and 10% of our total balance of accounts payable, respectively. We cannot ensure that we will have no concentration of suppliers in the future. Such third-party suppliers are run by independent entities that are subject to their own unique operational and financial risks, which are beyond our control. If such significant suppliers breach or terminate their contracts with us, or experience significant disruptions to their operations, we will be required to find and enter into arrangements with one or more replacement suppliers. Finding alternative suppliers could involve significant delays and other costs and these suppliers may not be available to us on reasonable terms or at all. As a result, this could harm our business and financial results and result in lost or deferred revenue.

Customer demand is difficult to forecast accurately, and as a result we may be unable to make planning and spending decisions to match such demand.

We make planning and spending decisions, including capacity expansion, procurement personnel needs, and other resource requirements based on our estimates of customer demand. A significant portion of our revenue is derived from customers whose demand for the warehousing and shipping services is tied closely to the end consumers in the U.S. Therefore, our customer demand may be impacted by factors out of our control, such as unexpected shifts in the preferences of U.S. end consumers for our customers’ merchandise, foreign exchange rate fluctuations that could adversely impact our customers’ costs and pricing strategies, and manufacturing production delays. Moreover, we may potentially experience capacity and resource shortages in fulfilling e-commerce orders on behalf of our customers during the peak season of e-commerce consumption or following special promotional campaigns on any e-commerce platforms. Failure to meet customer demand in a timely fashion or at all may adversely affect our financial condition and results of operations.

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.

As we do not have our own delivery team and networks, our business depends on the services provided by, and relationships with, various independent third parties to provide ocean, truck, and last-mile delivery services and to report certain events to us, including, but not limited to, shipment status information and freight claims. For example, we rely on ocean freight carriers for the transportation of our customer’s goods and merchandise to the U.S., before they complete customs clearance and are delivered to U.S. warehouses. We partially rely on third-party trucking companies to supplement our in-house truck fleet in providing drayage services to designated warehouses or distribution centers. We also rely on common carriers such as FedEx and UPS to distribute merchandise to U.S. end consumers. Several third-party logistics service providers contributed a significant part of the total cost of revenue of our Company. These third-party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments to our customers. This reliance also could cause delays in reporting certain events, including recognizing claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. Many of these risks are beyond our control, including:

•        equipment and driver shortages in the transportation industry;

•        changes in regulations impacting transportation;

•        disruption in the supply or cost of fuel;

•        unanticipated changes in ocean or truck freight markets; and

•        increases in shipping costs or other issues that adversely affect the global supply chains, such as global availability of shipping containers, and related labor and fuel costs.

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

Our business has steadily expanded since its inception, and experienced significant growth from 2023 to 2024, primarily due to the launch and rapid expansion of our integrated shipping operations in 2024. Our total revenue increased by approximately $52.4 million, or 656.6%, to approximately $60.4 million for the year ended December 31 2024 from $8.0 million for the year ended December 31, 2023. We reported net income of approximately $1.1 million for the year

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

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

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

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

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

We may face risks related to natural 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 recommendations or mandates from governmental authorities as a result of the COVID-19 pandemic, the threat of the virus, or the emergence of any variants. During the year ended December 31, 2022, our business was moderately impacted by the COVID-19 pandemic. Specifically, the COVID-19 pandemic posed significant challenges for logistics companies globally. Multiple national lockdowns, in particular the lockdowns, travel restrictions, mandatory cessations of business operations, or mandatory quarantines imposed in the PRC, slowed or even temporarily halted the movement of raw materials and finished goods, thus disrupting the manufacturing and distribution of goods. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, the COVID-19 pandemic did not have a material impact on 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.

Our results of operations are subject to seasonal fluctuations.

We experience seasonality in our business, mainly correlating to the seasonality patterns associated with the e-commerce and logistics and supply chain industries in the U.S. We typically experience a seasonal surge in volume of service orders during the second and fourth quarters of each year due to holiday seasons and summer revenue, respectively. We may experience capacity and resource shortages in our warehousing and order fulfillment services during the period such season surge in our business. On the other hand, activity levels across our business lines are typically lower in the first and third quarters of each year, primarily due to relatively weaker consumer spending and decreased availability of delivery personnel and warehouse staff during these periods. As a result, our financial condition and results of operations for future periods may continue to fluctuate, and the trading price of our common stock may fluctuate from time to time, due to seasonality.

Our business and results of operations may be harmed by the misconduct of authorized employees that have access to important assets of our Company such as inventory, bank accounts, and confidential information.

During the course of our business operations, some of our employees have access to certain valuable assets of our Company, such as warehouse inventory, bank accounts, and confidential information. In the event of misconduct by such authorized employees, our Company could suffer significant losses. Employee misconduct may include misappropriating warehouse inventory or bank accounts, falsifying inventory records or bank accounts, improper use or disclosure of confidential information to the public or our competitors, and failure to comply with our code of conduct or other policies or with federal or state laws or regulations regarding the use and safeguarding of classified or other protected information, import-export control, and any other applicable laws or regulations. Although we have implemented policies, procedures, and controls to prevent and detect these activities, these precautions may not prevent all intentional or negligent misconduct, and as a result, we could face unknown risks or losses. Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, any of which would adversely affect our business, financial condition, and results of operations.

Our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs or result in a decrease in our insurance coverage.

We generally maintain workers compensation and employers’ liability insurance for our directors, senior management, and full-time employees; automobile liability insurance for owned, hired, and non-owned vehicles; and commercial general liability insurance to cover bodily injury and property damage claims, as well as cargo and warehouse insurance for the facilities operated and managed by us. See “Business — Insurance.” In certain instances, however, our insurance may not fully cover an insured loss, depending on the magnitude and nature of the claim. Additionally, changes in the cost of insurance or the availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage and increase the portion of our risks that we self-insure.

Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.

We lease properties for our offices and warehouse. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate the affected operations. This could disrupt our operations and result in significant relocation expenses, which could adversely affect our business, financial condition, and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could adversely affect our business and operations.

Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business.

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. Any such 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.

Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations.

With our technology platform, we are able manage the entire flow of inventory, labor force, and information in and out of our warehouse network, and optimize our warehouse storage and order management services. The performance and reliability of our systems and operations are critical to our business. Our systems and operations are vulnerable to

security breaches, interruption, or malfunction due to certain events beyond our control, including natural disasters, such as earthquakes, fires, floods, power outages, telecommunication failures, break-ins, sabotage, computer viruses, and intentional acts of vandalism. Security breaches, interruptions, delays, or failures in our systems or operations can lead to lower quality service, increased costs, litigation and other consumer claims, and damage our reputation, all of which could have a significant impact on our financial condition and operating results.

Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing.

As we maintain customers’ goods and merchandise in our warehouses, we bear the risk of damage and loss prior to coordinating with third-party logistics service providers to arrange last-mile delivery to the end consumers. In addition, we collaborate with freight services to transport customers’ goods and merchandise from foreign countries to the U.S. port of entry and offer port trucking services to assist customers with the transportation of shipping containers from ports to storage facilities or warehouses. Although we also maintain cargo insurance and warehouse insurance for the warehouses operated and managed by us, and take steps to enhance control by engaging dependable truck drivers for transportation and renting more secure warehouses space, we remain subject to inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing. In addition, force majeure events such as flooding, fires, or hail may affect a large number of stored goods and merchandise. Such events may cause us to incur large damages, deprive us of a significant portion of our inventory, and reduce customer satisfaction if it leads to delivery failures. If any of the foregoing occurs, our business reputation, financial condition, and results of operations may be materially and adversely affected.

If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.

Our business has steadily expanded since its inception, and we anticipate continued growth both scale and diversity of operations. For example, we plan to expand our warehousing capacity to 1.2 million square feet, focusing on key regions in California, New Jersey, and Texas to enhance efficiency and market reach. Additionally, we aim to implement advanced automated warehousing systems to further boost operational efficiency. Furthermore, we intend to optimize critical trade routes, including strengthening efforts along the U.S.-China trade routes, and expanding our operations in key manufacturing hubs in Vietnam, Thailand, Indonesia, Japan, and Korea. Such expansions increase the complexity of our operations and may cause strain on our managerial, operational, and financial resources. We must continue to hire, train, and effectively manage new employees. In the event that our new hires fail to perform as expected, or if we fail to hire, train, manage, and integrate new employees, our business, financial condition, and results of operations may be materially adversely affected. The expansion of our services will also require us to maintain consistency in the quality of our services so that our market reputation is not damaged by any deviations in quality, whether actual or perceived.

Our future results of operations also depend largely on our ability to execute our future plans successfully. In particular, our continued growth may subject us to the following additional challenges and constraints:

•        we face challenges in ensuring the productivity of a large employee base and recruiting, training, and retaining skilled personnel, including areas of procurement, sales and marketing, and information technology for our growing operations;

•        we face challenges in responding to evolving industry standards and government regulation that impact our business and the logistics and warehousing industry in general;

•        the technological or operational challenges may arise from the new services;

•        the execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures; and

•        the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic and political developments in the U.S. and globally.

All of these endeavors involve risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. There is no assurance that the investment to be made by our Company as contemplated under our future plans will be successful and generate the expected return. If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected.

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

Sustaining our ongoing operations and propelling future growth requires a significant investment in capital assets, coupled with sufficient working capital. In particular, as a growing company, we may require additional capital to finance our operations, make strategic investments, or respond to market conditions. For example, we are scheduled to increase our warehousing capacity to 1.2 million square feet targeting key regions in California, New Jersey, Chicago, Atlanta and Texas, with an estimated cost of approximately $2.4 million. In addition, we plan to enhance our logistics infrastructure and optimize key trade routes with an estimated cost of approximately $35 million. There can be no assurance that we will be able to obtain the necessary financing on favorable terms or at all. Factors beyond our control, such as unfavorable market conditions, general economic downturns, or investor sentiment, may make it challenging for us to secure additional funding. In the event we are unable to obtain additional financing, we may have to significantly limit, or even terminate, our primary operations, or delay, reduce, or eliminate certain of our planned operations (including further building our warehousing network and developing comprehensive and sophisticated solutions and services that span the entire supply chain, from ocean freight to distribution and delivery), resulting in a complete loss of investment for our stockholders. Our inability to obtain financing on acceptable terms when needed may have a material adverse effect on our business, financial condition, results of operations, and prospects.

If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.

Our success depends, to a large extent, on the efforts of our key personnel, including our executive officers, senior management, and other key employees who have valuable experience, knowledge, and connections in global supply chains as well as the logistics and warehousing industry. There is no assurance that these key personnel will not voluntarily terminate their employment with us. We do not carry, and do not intend to procure, key person insurance on any of our senior management team. The loss of any of our key personnel could be detrimental to our ongoing operations. Our success will also depend on our ability to attract and retain qualified personnel to manage our existing operations as well as our future growth. We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our business, financial condition, operating results, and business prospects.

Future acquisitions may have an adverse effect on our ability to manage our business. Raising additional capital may cause dilution to our stockholders, including purchasers of our common stock in this offering.

We may acquire businesses, technologies, services, or products that are complementary to our logistics and warehousing business. Future acquisitions may expose us to potential risks, including risks associated with the integration of new operations, services, and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing business and technology, our potential inability to generate sufficient revenue to offset new costs, the expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from our integration of new businesses.

Any of the potential risks listed above could have a material adverse effect on our ability to manage our business, revenue, and net income. We may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by our Company, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities could result in additional dilution to our stockholders.

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.

A number of U.S. federal and state laws and regulations applicable to the logistics and warehousing industry affect our business and conduct. For example, we are subject to regulation by the Federal Maritime Commission (“FMC”) as an ocean transportation intermediary (“OTI”). As a licensed OTI, we are required to comply with several regulations, including the filing of our tariffs. Further, Department of Homeland Security (the “DHS”) regulations applicable to our customers who import goods into the U.S. and our contracted ocean carriers can 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

Occupational Safety and Health Administration (the “OSHA”) implements and enforces safety and health regulations in the workplace, which provide standards applicable to all industries generally 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 U.S. Department of Transportation (the “DOT”) regulations regarding driver qualifications, vehicle maintenance, and hours of service. Additionally, as with other logistics and warehousing 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. 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 in a material change in our operations, and the value of our common stock could deprecate significantly or become worthless.

Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance.

Third parties with which we conduct business, including third-party logistics service providers, may be subject to regulatory penalties or punishments because of their regulatory compliance failures or infringement upon other parties’ legal rights, which may, directly or indirectly, disrupt our business. We cannot be certain whether such third parties have violated any regulatory requirements or infringed or will infringe any other parties’ legal rights, which could expose us to legal expenses or compensation to third parties, or both.

We, therefore, cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by third parties. There is no assurance that we will be able to identify irregularities or non-compliance in the business practices of third parties with which we conduct business, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties involved in our business may affect our business activities and reputation, and may in turn affect our business, results of operations, and financial performance.

Moreover, regulatory penalties or punishments against our business stakeholders such as third-party logistics service providers and brokers, whether or not resulting in any legal or regulatory implications upon us, may nonetheless cause business interruptions or even suspension of these business stakeholders, which could in turn disrupt our usual course of business and result in material negative impact on our business operations, financial condition, and results of operations.

Failure to protect intellectual property rights could adversely affect our business.

We regard our domain names, trade secrets, and other intellectual property as critical to our success. See “Business — Technology and Intellectual Property.” We have taken measures to protect our intellectual property, but these measures might not be sufficient or effective. We may bring lawsuits to protect against the potential infringement of our intellectual property rights. Policing unauthorized use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of our resources and could disrupt our business, as well as materially adversely affect our financial condition and results of operations. Further, despite the potentially substantial costs, we cannot assure you that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations.

Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, or other intellectual property rights held by third parties. We may from time to time in the future be subject to legal proceedings and claims relating to the intellectual property rights of others. For instance, we may face claims of trademark or copyright infringement for the use of images, pictures, or materials used on our website or in promotional materials such as brochures or videos. Additionally, we may be subject to software copyright infringement claims for the technology platform we rely on for our daily operations. See “Business — Technology and Intellectual Property.” There could also be existing intellectual property of which we are not aware that our services may inadvertently infringe. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits. Additionally, the application and interpretation of intellectual property right laws and the procedures and standards for granting trademarks, copyrights, or other intellectual property rights are evolving and may be uncertain, and we cannot assure you that courts or regulatory authorities would agree with our analysis. Such claims, even if they do not result in liability, may harm our reputation. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and financial performance may be materially and adversely affected.

We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, financial condition, results of operations, and cash flows.

We may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claims and threats of lawsuits are subject to inherent uncertainties, and we are uncertain whether any of these claims would develop into a lawsuit. Lawsuits, or any type of legal proceeding, may cause our Company to incur defense costs, utilize a significant portion of our resources, and divert management’s attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against our Company could have a material adverse impact on our business, financial condition, results of operations, and cash flows. In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers.

We may be subject to allegations by third parties or purported former employees, negative internet postings, and other adverse public exposure on our business, operations, and staff compensation. We may also become the target of harassment or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media, or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against our Company, may be posted on the internet, including social media platforms by anyone on an anonymous basis. Any negative publicity on our Company or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their users’ posts, often without filters or checks on the accuracy of the content posted. The information posted may be inaccurate and adverse to our Company, and it may harm our reputation, business, or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose market shares and customers.

Economic, Political, and Market Risks

We face competition in the market for logistics and warehousing activities, and we expect competition from existing competitors and other companies that may enter the market or introduce new solutions in the future, which may decrease our net revenue.

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

•        warehouse and infrastructure capacity;

•        operational capabilities;

•        business model;

•        brand recognition;

•        quality of services;

•        effectiveness of sales and marketing efforts; and

•        hiring and retention of talented staff.

Our competitors may operate with different business models or service structures and could ultimately be more successful or adaptable to new regulatory, technological, and market developments. They may gain greater market acceptance, recognition, and share in the future. Additionally, new competitors could emerge and rapidly capture a significant portion of the market. If existing or new competitors develop or offer services that outperform ours in terms of performance, pricing, creative optimization, or other advantages, our business, financial condition, and results of operations could be negatively impacted. Many of our current and potential competitors may have competitive advantages over us, including a longer operating history, greater brand recognition, a larger customer base, and more comprehensive value-added services. Failure to compete effectively may result in losing clients, which could adversely affect our financial performance and business prospects. We cannot guarantee that our strategies will remain competitive or successful in the future. Intensifying competition may lead to pricing pressure or a loss of market share, either of which could materially and adversely affect our business, financial condition, and results of operations.

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

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

U.S. government trade actions could have a material adverse effect on our business, financial position, and results of operations.

Over the past several years, the U.S. government has taken a number of trade actions that impact or could impact our operations, including imposing tariffs on certain goods imported into the United States. As the majority of our customers are importing products into the United States from China, many of their products are subject to the tariffs imposed under Section 301 of U.S. trade law that have been applied to separate lists of Chinese goods imported into the United States, beginning during the first Trump Administration and remained largely in effect in the Biden Administration. A number of lawsuits and other legal challenges with respect to the Section 301 tariff actions have been filed and remain pending, which could result in changes to the tariffs. The Biden Administration largely maintained, defended, and enforced these particular trade actions.

Changes in U.S. trade policy have created ongoing uncertainties in international trade relations, and it is unclear what future actions governments will or will not take with respect to tariffs or other international trade agreements and policies. During the 2024 presidential campaign, candidate Donald Trump expressed intentions to impose various tariffs on imports, such as 60% tariffs on goods imported from China, 25% tariffs on goods imported from Mexico, and between 10% and 20% tariffs on goods imported from other countries. Following Donald Trump’s return to office in 2025, the current Trump administration began implementing these proposals through executive action, reigniting trade tensions with key U.S. trading partners. In early 2025, the Trump administration announced a renewed wave of tariff increases targeting Chinese imports, raising certain rates to as high as 145%. In response, China imposed retaliatory tariffs of up to 125% on U.S. goods and introduced export restrictions on critical raw materials, such as rare earth elements. Although a 90-day temporary easing of tariffs was announced in May 2025, reducing U.S. tariffs on Chinese goods to 30% and Chinese tariffs on U.S. goods to 10%, tensions quickly resumed following new U.S. restrictions on exports of advanced technology and revocation of Chinese student visas.

It is unclear what action the next presidential administration or Congress will take with respect to these proposals. Ongoing or new trade wars or other governmental action related to tariffs or international trade agreements or policies could reduce demand for our customers’ products and services, increase their costs, reduce their profitability, adversely impact their supply chain or otherwise have a material adverse effect on their business and results of operations, any of which could have a material adverse effect on our business, financial position, and results of operations.

Given the uncertainty regarding the scope and duration of these trade actions by the U.S. government or other countries, as well as the potential for additional trade actions, the impact on our business and results of operations remains uncertain.

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

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, Russia initiated a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

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

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 results of operations.

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

•        an economic downturn in China;

•        changes in laws and regulations, in particular those with little advance notice;

•        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 reduced service volumes and revenue from our PRC-based customer base for the year ended December 31, 2025.

Additionally, potential deterioration in China’s macroeconomic environment could reduce the purchasing power of PRC customers in the e-commerce, retail, manufacturing, and consumer goods industry, who may choose to reduce their cross-border business targeting U.S. consumers or, in some cases, even exit the U.S. market altogether, leading to a decrease in demand for overseas logistics and warehousing services. Furthermore, potential economic deterioration in the PRC could make it more challenging for us to attract new customers and retain existing ones, potentially leading to a decrease in our service utilization. If the demand for cross-border logistics services from the PRC decreases, it could adversely impact our revenue and profitability. While we plan to mitigate such risks by diversifying our customer base, there can be no assurance that we will be successful in doing so. As such, the economic, political, and social conditions in the PRC, including the evolving bilateral trade tensions between the U.S. and China, could materially and adversely impact our financial condition and results of operations.

Given the Chinese government’s significant oversight and discretion over the conduct of our PRC customers’ and PRC suppliers’ business, the Chinese government may intervene or influence their operations at any time, which could result in a material change in our PRC customers’ and PRC suppliers’ operations, thus our business and the value of our securities may be adversely affected.

We are a U.S. domestic company and do not maintain any subsidiaries, offices, warehouses, or operations in the PRC. However, a significant portion of our customers and suppliers are based in the PRC, and their business operations are subject to substantial oversight, regulation, and discretion by the Chinese government. As such, any intervention or influence by the Chinese government in the operations of these counterparties could indirectly impact our business and the value of our securities.

The Chinese government has broad authority to regulate or intervene in industries it considers sensitive or strategically important, and it has in recent years issued new regulations affecting sectors such as technology, education, energy, and manufacturing. We cannot predict the nature or timing of future actions by the Chinese government, including changes in laws, regulations, or enforcement practices, that may be directed at businesses with which we contract or rely upon for goods and services. For example, if the Chinese government were to impose restrictions, increase compliance burdens, or suspend the operations of one or more of our key suppliers or customers due to policy changes, investigations, or other political or regulatory objectives, our supply chain or customer demand could be disrupted. This could result in material adverse changes to our operations, revenue, and profitability.

The Chinese government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the cross-border e-commerce industry that could adversely affect our PRC customers’ or PRC suppliers’ business. In particular, if our customers or suppliers in the PRC become subject to new laws or government policies, such as enhanced environmental regulations, export controls, or labor restrictions, they may experience increased costs, delays, or operational difficulties, which could in turn negatively affect our ability to deliver services, source goods, or retain customers. We cannot predict the effects of future developments in the PRC legal system on the business operations of our PRC customers or suppliers, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. Any such developments could result in supply chain disruption, loss of customers, increased cost of goods, or limitations on the cross-border movement of products, any of which could materially and adversely affect our business, financial condition, results of operations, and the value of our securities. These uncertainties could limit the legal protections available to us and our investors, including you. Although we are not directly subject to PRC laws or regulatory enforcement, these indirect risks may materially and adversely affect our business, financial condition, and results of operations, as well as the market value of our securities.

Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to our PRC customers and suppliers, and may indirectly affect our business and operations.

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

Although we are not directly subject to PRC laws and regulations, many of our customers and suppliers are based in the PRC and may be affected by uncertainties in the PRC legal system. These counterparties may be required from time to time to resort to administrative or court proceedings to enforce their legal rights or respond to regulatory inquiries or changes. PRC administrative and judicial authorities have significant discretion in interpreting and implementing statutory and contractual terms, which can make it more difficult for these counterparties to evaluate legal risks and assert rights predictably. Furthermore, the PRC legal system is based in part on internal government policies and unpublished regulations that may have retroactive effect and change without advance notice. As a result, our customers and suppliers may not become aware of compliance issues until after a violation has occurred. These uncertainties, including the scope and enforceability of contractual, property, and procedural rights pertaining to such PRC laws and regulations, could materially and adversely affect their business operations, and consequently, may indirectly and negatively impact our business, financial condition, and results of operations, as well as the market value of our securities.

Disruptions to the international supply chain systems could adversely impact our business, financial condition, and results of operations.

The cross-border logistics and warehousing market depends largely on the availability and reliability of the global supply chain systems. The COVID-19 pandemic highlighted the vulnerability of international supply chain systems and the potential risks associated with disruptions to these systems. Supply chain disruptions, such as port congestion and container shortages, may cause stockouts, which can impact the availability of merchandise for e-commerce merchants to sell. In turn, this can reduce demand for our services, as e-commerce merchants may hold back on cross-border operations until stock availability is resolved. Furthermore, disruptions to the international supply chain systems may lead to increased costs associated with logistics, shipping, and warehousing, resulting in reduced margins and profitability of our business. In addition, supply chain issues may also cause delays in shipments, leading to customer dissatisfaction and decreased demand for our services. Our ability to mitigate these risks may be limited, and there can be no assurance that we will be successful in doing so. As a result, disruptions to the international supply chain systems could have a material and adverse impact on our business, financial condition, and results of operations.

Labor actions may disrupt the U.S. transportation network we rely on and thus may adversely impact our business, financial condition, and results of operations.

Our reliance on the global supply chain systems and the U.S. transportation network exposes us to potential disruptions and congestions caused by labor actions, such as labor disputes or port strikes. Labor disputes among freight carriers and at ports of entry in the U.S., where our PRC customers’ merchandise is imported, are not uncommon. For example, in June 2023, the union representing the employers of over 22,000 dock workers at U.S. West Coast seaports staged concerted and disruptive work actions, resulting in the shutdown of some terminals at ports in Los Angeles, Long Beach, Oakland and Hueneme in California and Tacoma and Seattle in Washington state. More recently, in October 2024, the International Longshoremen’s Association initiated a significant strike on the East and Gulf Coasts, affecting around 45,000 workers and temporarily shutting down 14 major ports, including the Port Authority of New York and New Jersey. As such, we expect labor unrest and its effects on the transportation of our PRC customer’s merchandise to be a continuing challenge for us. Any disruptions, such as a port worker strike, work slowdown, or other transportation disruption in the U.S., may significantly disrupt our business. Although, as of the date of this prospectus, our business has not experienced material impacts from such disruptions caused by union actions, there is no guarantee that they will not occur in the future. In the event that such disruptions do occur, they could lead to increased transportation costs, reduced margins, and decreased profitability for our business. Additionally, they may cause shipment delays, resulting in customer dissatisfaction and reduced demand for our services. A prolonged transportation disruption caused by labor action may materially adversely affect our business, financial condition, and results of operations.

Demand for our services may be materially and adversely impacted by the changing consumer spending power and habits in the U.S.

We offer logistics and warehousing services to cross-border merchants outside the U.S. who seek to sell in the U.S. Our business success is closely tied to the demand for cross-border logistics and distribution services in the U.S., which is, in turn, dependent on the demand from U.S. consumers for imported goods from countries such as China. Therefore, any significant economic changes in the U.S., such as recessions or economic downturns, could reduce consumer spending power, decrease cross-border trade, and affect the demand for our services. Additionally, any changes in consumer spending habits, such as a shift toward purchasing domestically produced goods in the U.S., may also lead to reduced demand for our services and negatively impact our business. If we are unable to take effective measures in a timely manner to mitigate the negative impact of a decline in consumer spending power or shifts in spending habits in the U.S., our business, financial condition, and results of operations could be materially and adversely affected.

We may be materially and adversely affected by the effects of inflation and a potential recession.

Recent inflationary pressures have caused, and may continue to cause, higher interest rates and capital costs, elevated shipping costs, supply shortages, increased labor costs, weaker exchange rates, and other related effects. Since 2021, we have experienced, and may continue to experience, higher-than-expected inflation, including the escalation of transportation, commodity, and supply chain costs and disruptions that adversely affected our results of operations. Specifically, since 2021, we have partially offset the impact of inflation largely through price increases, in addition to continued supply chain optimization initiatives, and may continue to do so in the future. However, should inflation continue to impose significant pressures on our costs, we may not be able to offset the increased costs or otherwise

handle the exposure, which could negatively impact our business, results of operations, or financial condition. Further, even if we are able to increase prices initially to counter inflationary pressures, we may not be able to sustain such price increases. If our competitors do not raise their prices or if consumers or customers decide not to pay the higher prices for our services, sustained price increases may eventually lead to a decrease in sales volume. Thus, inflationary pressures could damage our reputation, our brands, or threaten our profitability or market share. In addition, unfavorable economic and market conditions, including a potential recession, may negatively impact market sentiment, decreasing the demand for logistics and warehousing services, particularly those associated with cross-border e-commerce, which would adversely affect our operating income and results of operations. If we are unable to take effective measures in a timely manner to mitigate the impact of inflation as well as a potential recession, our business, financial condition, and results of operations could be materially and adversely affected.

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.

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. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction. There is no guarantee that the PRC government will not further intervene or impose other restrictions on our PRC customers’ ability to transfer or distribute cash outside the PRC. 

We are a U.S. domestic company and do not maintain any subsidiaries, offices, or operations in the PRC and are therefore not subject to PRC laws or jurisdiction. Restrictions imposed by the PRC government on cash transfers do not affect our own ability to transfer cash between our Company and our subsidiaries, or to distribute cash to U.S. investors. However, a significant portion of our revenue is generated from PRC-based customers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated approximately 94%, 87%, and 17% of our revenue from PRC-based customers, respectively. These PRC entities, as export-oriented enterprises, generally remit payments to us in U.S. dollars through standard international bank transfers, which are permitted under existing PRC foreign exchange regulations. However, PRC laws and regulations are subject to change. While our customers’ payments to us have not been materially affected by existing requirements, there is no assurance that the PRC government will not implement additional measures in the future that could restrict or delay our PRC customers’ ability to remit payments to us. In the event that the foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a substantial portion of our revenue. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

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:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

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

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

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

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

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.

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 and 2023, 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.

Following the identification of the material weaknesses and control deficiencies, we have taken certain remedial measures, including adopting directors’ resolutions to appoint independent directors, establish an audit committee, and strengthen corporate governance. We plan to take additional remedial measures, including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our common stock, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on 10-K beginning with our annual report for the year ending December 31, 2026. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, and also no longer qualify as a “smaller reporting company, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. See “— Common Stock and Trading Risks — We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.” Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

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.

We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenue exceeds $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

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 our stockholders owning 5% or more of our shares of common stock have agreed with the Representative not to sell, transfer, or dispose of, directly or indirectly, any of our shares of common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 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. Since we plan to have a relatively small public offering and our insiders will hold a large portion of our listed securities, Nasdaq may apply additional and more stringent criteria for our initial and continued listing, which may cause delay or even denial of our listing application.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

•        assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

•        our ability to execute our growth strategies, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to attract clients and further enhance our brand recognition;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        trends and competition in the logistics and warehousing industries; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

USE OF PROCEEDS

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

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

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

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

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

•        approximately $0.5 million, or 12% of the net proceeds we receive from this offering, for expanding our truck fleet; and

•        the balance to fund working capital and for other general corporate purposes.

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 and discretion to apply the net proceeds of this 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

During the six months ended June 30, 2025, we declared and paid a cash distribution of $1,000,000 to our shareholder, which was recorded as a reduction to retained earnings. During the year ended December 31, 2023, we declared and paid a cash distribution of $92,537 to our shareholders, which was recorded as a reduction to retained earnings. Other than 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

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

•        on an actual basis; and

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

You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

____________

(1)      Reflects the sale of the common stock in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Change in additional paid-in capital and retained earnings reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. We estimate total underwriter discounts and other offering expenses to be approximately $2.2 million, of which, approximately $0.8 million of offering expenses had already been recognized in retained earnings on June 30, 2025. We estimate that total gross proceeds will be $5.6 million and such net proceeds will be approximately $4.4 million.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” All amounts presented herein with respect to the six months ended June 30, 2025 and 2024 are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. All amounts included herein with respect to the years ended December 31, 2024 and 2023 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP.

Overview

We are a logistics and supply chain solutions provider specializing in third-party logistics (3PL) services that facilitate cross-border trade between East Asia and the U.S. As of the date of this prospectus, our key offerings include: (i) 3PL logistics services, (ii) integrated shipping services, and (iii) e-commerce business.

Third-party logistics, or 3PL, refers to the outsourcing of logistics and supply chain management functions to specialized providers. The demand for 3PL services has increased significantly in recent years as global supply chains become more complex and merchants engaged in cross-border trade increasingly seek external logistics partners to manage their logistics operations so they can focus on their core business activities. Leveraging over 15 years of expertise in the 3PL sector, we offer scalable, flexible, and integrated logistics solutions, with the goal of becoming a preferred logistics partner for businesses operating between East Asia and the U.S. Our services encompass a wide range of logistics functions to support our customers’ diverse needs and drive their operational success with efficiency and cost-effectiveness.

Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end-to-end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last-mile delivery services. These offerings are strengthened by our cooperation with major ocean carriers such as Cosco Shipping, SM Line, HMM, and HEDE, enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last-mile delivery solutions, with our facilities equipped with equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end-to-end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $11,204,925, and $6,984,810, respectively, representing 11%, 19%, and 88% of our total revenue for each respective period and year.

In April 2024, we expanded into integrated shipping services through Duke Shipping, one of our subsidiaries, leveraging our prior experience coordinating ocean freight and port-related services under our 3PL logistics operations. Duke Shipping has served as a designated U.S. shipping facilitator for non-U.S.-based carriers, focusing on port and cargo operations for international shipping lines entering and operating in the U.S. market. We assist our carrier clients with regulatory compliance, berth and terminal arrangements, vessel scheduling, coordination of cargo unloading, pilotage, towage, tugboat assistance, and cleaning services, as well as demurrage and detention charge processing. As of the date of this prospectus, we provide our integrated shipping services exclusively to a single customer, and act as a principal in delivering such services. See “Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounts for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations.” For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $48,045,772, and nil, respectively, representing 88%, 80% and nil of our total revenue for each respective period and year.

We also operate an e-commerce business that utilizes our logistics and supply chain infrastructure to conduct cross-border e-commerce. We source consumer goods from PRC-based suppliers and sell them in the U.S. through third-party platforms such as Amazon, Walmart, and Wayfair. All of our purchases from PRC-based suppliers are denominated and settled in U.S. dollars. Our e-commerce business primarily focuses on toy products that are popular among U.S. consumers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $1,128,984, and $996,088 from our e-commerce business, representing 0.2%, 1.9%, and 12.5% of our total revenue for each respective period and year.

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

Key Factors Affecting Our Results of Operations

We believe the most significant factors that affect our business and results of operations include the following:

Our Ability to Maintain Our Major Customers

For the six months June 30, 2025 and 2024, our largest customer contributed approximately 88% and 70% of our total revenue, respectively. For the years ended December 31, 2024 and 2023, our largest customer contributed approximately 80% and 40% of our total revenue, respectively. While we strive to maintain our competitive strengths, such as our quality port services and logistics services, competitive pricing, and quality customer services (see “Business — Our Competitive Strengths”) to maintain our customer base, there is no guarantee that we will continue to maintain our business relationships with these major customers at the same level, or at all. In the event that a significant customer terminates its relationship with us, we cannot assure that we will be able to secure an alternative arrangement with another comparable customer in a timely manner, or at all. Losing one or more of these major customers could adversely affect our revenue and profitability. See “Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 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.”

Our Ability to Control Costs

Our results of operations are affected by our ability to control costs including transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which may be subject to factors, including, among other things, fluctuations in wage rates, fuel prices, toll fees, and leasing costs. Effective cost-control measures have a direct impact on our financial condition and results of operations. For example, our cross-border freight carrier and U.S. domestic ground transportation carrier services providers consume large quantities of fuel to operate their vehicles; therefore, increases in their fuel costs may result in higher service fees charged to us. The availability and price of fuel and third-party transportation capacity are subject to political, economic, and market factors that are beyond our control. Additionally, through Duke Shipping, one of our subsidiaries, we incur costs related to integrated shipping services, including cargo unloading, pilotage, towage, tugboat assistance, and cleaning services. Increases in port service fees, labor expenses, or regulatory compliance costs could adversely affect our overall cost structure and profitability. We also incur a significant amount of costs in relation to transportation and labor. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. We have adopted, and expect to adopt, additional cost control measures. However, the measures we have adopted or will adopt in the future may not be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates based on operating costs and market conditions, our profitability and cash flow may be adversely affected.

Our Ability to Provide High-quality Services

Our results of operations depend on our ability to maintain and further enhance our service quality. Together with our network of service providers, we provide integrated cross-border ocean and air freight supply chain solutions and services to our customers. This also includes our integrated shipping services, where we manage standard port operations as well as vessel husbandry services, such as cargo unloading, pilotage, towage, tugboat assistance, and related support activities. If we or our service providers are unable to provide express logistics or integrated shipping services in a timely, reliable, safe, and secure manner, our reputation and customer loyalty could be negatively affected. In addition, if our customer service personnel fail to satisfy customer needs or respond effectively to customer complaints, we may lose potential or existing customers and experience a decrease in customer orders, which could have a material adverse effect on our business, financial condition, and results of operations.

Disclosure Regarding the Uyghur Forced Labor Prevention Act (UFLPA)

We do not conduct any portion of our operations in, nor do we rely on counterparties that conduct operations in, the Xinjiang Uyghur Autonomous Region of the PRC. Accordingly, our business segments, products, lines of service, projects, and operations are not impacted by the Uyghur Forced Labor Prevention Act (“UFLPA”). We are aware, however, that the UFLPA, which creates a rebuttable presumption that goods mined, produced, or manufactured wholly or in part in Xinjiang are not eligible for entry into the U.S., reflects increasing regulatory scrutiny of global supply chains. As a U.S.-based company, we do not maintain subsidiaries, offices, warehouses, or operations in the PRC, and our supply chain does not involve counterparties operating in Xinjiang. While we believe our current operations are not affected by the UFLPA, we continue to monitor our supply chain practices to support compliance with all applicable laws and regulations.

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

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

Revenue

The following table outlines the compositions of our revenue streams:

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

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

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

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

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

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

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

Cost of revenue

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

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

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

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

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

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

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

Gross Profit

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

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

Operating expenses

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

Operating Income and Margin

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

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

To partially offset the impact of rising costs due to inflation, we implemented pricing adjustments and continued supply chain optimization initiatives. While these measures partially alleviated the impact of increased expenses, inflationary pressures still contributed to low margin for the six months ended June 30, 2025.

Other Income and Expenses

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

Income Tax

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

Net income

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

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

The following table outlines our consolidated Statements of operations and comprehensive income for the years ended December 31, 2024 and 2023:

Revenue

The following table outlines the compositions of our revenue streams:

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

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

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

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

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

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.

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

Cost of revenue

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

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

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

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

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

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

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

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

Operating Activities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investing Activities

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

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

Financing Activities

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

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

Cash Flows for the Years Ended December 31, 2024 and 2023

We had a balance of cash and cash equivalents of approximately $11.1 million as of December 31, 2024, compared with a balance of approximately $0.06 million as of December 31, 2023. During the year ended December 31, 2024, we mainly derived our cash inflow from operating activities and financing activities.

Operating Activities

Net cash provided by operating activities was approximately $10.4 million for the year ended December 31, 2024, compared to net cash used in operating activities of approximately $0.6 million for the same period in 2023, representing a $11.0 million increase in the net cash inflow provided by operating activities. The increase was primarily due to the following:

(i)     We had net income of approximately $1.1 million for the year ended December 31, 2024. For the same period in 2023, we had net income of approximately $0.4 million, which led to an approximately $0.6 million increases in net cash inflow from operating activities.

(ii)    Accounts receivable increased by approximately $0.4 million for the year ended December 31, 2024, compared to a decrease of approximately $0.3 million for the same period in 2023, which led to an approximately $0.7 million cash outflows.

(iii)   Accounts receivable — related parties increased by approximately $0.3 million for the year ended December 31, 2024, compared to an increase of approximately $0.8 million for the same period in 2023, resulting in an approximately $0.5 million improvement in operating cash flow. The increase in 2024 was primarily attributable to ongoing sales activities with related parties.

(iv)   Contract assets decreased by approximately $0.03 million for the year ended December 31, 2024, compared to an increase of approximately $0.08 million for the same period in 2023, which led to an approximately $0.1 million cash inflow.

(v)    Contract assets — related parties increased by approximately $0.01 million for the year ended December 31, 2024, compared to an increase of approximately $0.009 million for the same period in 2023, which led to an approximately $0.003 million cash outflow.

(vi)   Inventories decreased by approximately $0.2 million for the year ended December 31, 2024, compared to an increase of approximately $0.2 million for the same period in 2023, resulting in an approximately $0.4 million increase in cash flow.

(vii)  Changes in accounts payables were approximately $8.4 million net cash inflow for the year ended December 31, 2024. For the same period in 2023, changes in accounts payable were net cash outflow of approximately $0.1 million, which led to an approximately $8.5 million increases in net cash inflow from operating activities, largely due to the incorporation of Duke Shipping and a shift in vendor payment strategies.

(viii) Accounts payable — related parties increased by approximately $0.2 million in 2024, compared to a decrease of approximately $0.5 million in 2023, contributing an approximately $0.7 million improvement.

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

Off-Balance Sheet Commitments and Arrangements

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

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements. The management has determined that there are no critical accounting estimates.

While our significant accounting policies and estimate are more fully described in Note 2 — Summary of significant accounting policies to our consolidated financial statements, we believe that there were critical accounting policies that affected the preparation of our financial statements.

Principal and agent considerations

In our transportation business and integrated shipping services, we utilize independent contractors and third-party carriers and related party carriers in the performance of some transportation services and port services as and when needed. U.S. GAAP requires the Company to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or to arrange for services to be provided by another party (as an agent). Based on our evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements. Revenue and the associated purchased transportation costs and shipping services are both reported on a gross basis. Certain services such as commission-based earnings from demurrage and detention fees are both reported on a net basis.

INDUSTRY

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

Overview of Cross-border E-commerce

Cross-border e-commerce, also referred to as international e-commerce, is a strategic business model aimed at driving growth by facilitating the sale of goods and services across international borders through online platforms. In this approach, companies establish their own digital storefronts or join established online marketplaces to reach a global audience. By tapping into the expansive and diverse international consumer base, businesses can unlock lucrative market opportunities, increase revenue streams, and enhance their competitive positioning in the global marketplace.

Depending on the type of transactions, cross-border e-commerce can be divided into Business-to-Business (“B2B”) cross-border e-commerce, Business-to-Consumer (“B2C”) cross-border e-commerce, and Consumer-to-Consumer (“C2C”) cross-border e-commerce. B2B e-commerce refers to transactions conducted between companies, rather than between a company and individual consumers. B2C e-commerce refers to the process of selling products and services directly from a company to the end-users of its products or services. C2C e-commerce refers to a business model in which customers can trade with each other, typically through an online platform.

Cross-border e-commerce can be divided into exports and imports, which can be further divided into B2B, B2C, and C2C. Imports are goods or services brought in from another country, while exports are goods and services produced in the domestic country and sold abroad.

Industry Value Chain of the Cross-border E-commerce

Upstream:    This segment consists of product suppliers, including manufacturers, distributors, and retailers. Manufacturers produce goods that are distributed to wholesale distributors and retailers, often through multiple tiers of intermediaries. These suppliers form the foundation of the industry by ensuring a steady supply of products for distribution and sale.

Midstream:    At the core of the value chain, the midstream segment primarily involves cross-border e-commerce platforms that facilitate connections between consumers and merchants. These platforms are categorized by transaction types into B2B (business-to-business), B2C (business-to-consumer), and C2C (consumer-to-consumer) models. Additionally, this segment encompasses e-commerce service providers that offer specialized support to streamline logistics and transactions. Key services include logistics management, financial and payment solutions, warehousing, customs clearance, and other supply chain-related functions, all of which enhance the efficiency and viability of cross-border e-commerce operations.

Downstream:    The downstream segment comprises the end consumers, which include both business customers sourcing goods through B2B platforms and individual customers purchasing merchandise via B2C or C2C platforms. These buyers represent the ultimate demand driving the entire value chain.

Industry Value Chain of the Cross-border E-commerce

Source: Frost & Sullivan

GMV of the Global Cross-border E-commerce Market

The total Growth Merchandise Value (“GMV”) of global cross-border e-commerce increased from $1,395.5 billion in 2020 to $2,645.3 billion in 2024, reflecting a compound annual growth rate (“CAGR”) of 17.3%. The global market is expected to sustain its growth trajectory, with GMV projected to reach $5,987.6 billion by 2029, achieving a CAGR of 17.7%.

The U.S. cross-border e-commerce market has remained the largest globally, with GMV rising from $617.8 billion in 2020 to $1,119.3 billion in 2024. This market is forecasted to grow further to $2,327.7 billion by 2029, registering a CAGR of 15.8%.

GMV of Cross-border E-commerce Market, Global, 2020-2029E

Source: Frost & Sullivan

Key Drivers for the U.S. and Global Cross-border E-commerce Market

Accelerating transformation to e-commerce.    To adapt to shifting consumer habits, an increasing number of businesses have embraced online platforms as a strategic move to unlock new revenue streams, especially in the aftermath of the COVID-19 pandemic. This transformation is fueled by the unparalleled convenience and efficiency that e-commerce provides, catering to the fast-paced lifestyles of modern consumers. As a result, the rapid expansion of online commerce has firmly established it as a critical driver of business growth and a pivotal trend in meeting the evolving demands of today’s marketplace.

Cross-border e-commerce offering value-for-money merchandise.    Cross-border e-commerce has revolutionized global trade by offering value-for-money merchandise to consumers worldwide. This model leverages international supply chains to source products directly from manufacturers and suppliers, minimizing intermediaries and significantly reducing costs. One exemplary success story is Temu, an emerging cross-border e-commerce platform that has quickly captured global attention. In the first half of 2024, Temu’s gross merchandise value reached $20 billion, with a substantial portion of this revenue generated from U.S. consumers. Additionally, as of September 2024, the Temu app had been downloaded over 250 million times, with the majority of these downloads originating from the United States.

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

Mobile technology adoption.    The rise of mobile technology is fueling the growth of mobile commerce and supporting cross-border e-commerce transactions. The widespread use of smartphones and mobile internet allows consumers to shop easily from their devices. Mobile shopping apps provide intuitive interfaces, secure payment methods, and personalized suggestions, improving the shopping experience. As consumers become more accustomed to shopping on mobile, they are more likely to make cross-border purchases, driving the expansion of global e-commerce.

Market disruption and innovation.    Emerging players are driving growth and dynamism in the cross-border e-commerce market through market disruption and innovation. These newcomers bring fresh business models, product offerings, and marketing strategies that challenge traditional leaders and reshape industry dynamics. By utilizing technology, data analytics, and agile operations, companies like Temu, TikTok Shop, and Shein rapidly gain traction and capture market share. Their disruptive presence spurs competition and innovation, compelling established platforms to adapt and evolve to meet shifting consumer preferences and market demands.

Development Trends of the U.S. and Global Cross-border E-commerce Market

Surging demand for cross-border e-commerce support service providers.    As cross-border e-commerce operations continue to evolve, the industry’s support system is shifting towards diversification, digitalization, and intelligence. Leveraging digital technologies such as big data, cloud computing, artificial intelligence, and blockchain, service providers — including cross-border logistics, payment solutions, Software-as-a-Service, and digital marketing — have become integral to the process. These providers are transforming the supply chain, optimizing and enhancing the entire cross-border e-commerce process, leading to significant improvements in operational efficiency and profit margins.

Branding and product diversification.    Brand power, diversified strategies, and streamlined operations are emerging as key factors in the competition among cross-border e-commerce platforms. Branding has shifted the industry focus from product price competition to brand competition, which plays a crucial role in enhancing consumer retention and increasing long-term revenue. Additionally, sellers are recognizing the importance of diversifying the platforms they use for cross-border e-commerce to mitigate the risks of policy changes. For instance, data from Amazon shows that the number of Chinese brand sellers on the platform has grown by over 100% in the past two years.

Increasing demand for integrated logistics one-stop services.    Overseas merchants are increasingly selling a vast array of products to American consumers through online platforms. According to a 2022 Frost & Sullivan market survey, 78% of sellers expressed a need for a one-stop logistics provider capable of handling outbound logistics from the origin country to inbound logistics in the destination country, including order fulfillment, customs clearance, and related services. The survey, which gathered 400 responses from sellers in China, Europe, and Japan who sell to the U.S. market via e-commerce platforms or direct-to-consumer websites, explored various factors such as GMV, marketing challenges, SKU decisions, logistics time, stock management, and shipping costs. This suggests that one-stop third-party logistics providers are poised to capture a larger share of the market in the future.

Rise of social e-commerce.    Social media platforms have become key drivers of cross-border e-commerce, with businesses using social commerce features to expand their reach and boost sales. Platforms like Facebook, Instagram, and TikTok introduced shoppable posts, live shopping events, and in-app checkout, creating a seamless integration between social media and e-commerce. Social commerce has become a vital component of cross-border strategies, enabling brands to connect with global audiences and leverage social media’s impact on consumer behavior.

Emergence of emerging markets.    Emerging markets have become key drivers of cross-border e-commerce growth, as countries in Asia, Africa, and Latin America experience rapid digitalization and rising consumer purchasing power. Cross-border merchants are expanding into these markets, tapping into the growing demand for international products and services. E-commerce platforms are adapting their offerings to cater to diverse consumer segments, using localized content, payment methods, and delivery solutions to enhance the shopping experience.

Overview of Third-party Logistics Service for Cross-border E-commerce in the U.S.

Third-party logistics providers for cross-border e-commerce are comprehensive service providers that manage goods transportation, customs clearance, and warehousing. In the era of economic globalization, these providers play a crucial role in the logistics systems by integrating supply chains and streamlining the movement of goods across borders. They typically utilize self-built or leased warehouses and distribution centers, offering storage, loading, handling, and distribution services specifically tailored for e-commerce products, especially those in the cross-border sector. These logistics providers ensure that goods are efficiently moved from the point of origin to the destination, handling complex procedures such as customs clearance and local distribution. With their expertise in managing international logistics, they enable e-commerce businesses to scale their operations globally while maintaining cost-effectiveness, speed, and reliability. This service model has become increasingly vital as cross-border e-commerce continues to grow, requiring efficient, integrated solutions to meet the demands of global consumers.

Industry Value Chain of Third-party Logistics Service for Cross-border E-commerce in the U.S.

Source: Frost & Sullivan

Market Size of Third-party Logistics Service for Cross-border E-commerce in the U.S.

As cross-border e-commerce continues to grow, the total revenue of third-party logistics for cross-border e-commerce in the U.S. rose from $90.1 billion in 2020 to $165.8 billion in 2024, reflecting a robust CAGR of 16.5%. This upward trend is expected to persist, with the market projected to reach $333.1 billion by 2029, achieving a steady CAGR of 15.0% from 2024 to 2029. This growth underscores the increasing demand for logistics services as global e-commerce expands.

Total Revenue of Third-party Logistics for Cross-border E-commerce, US, 2020-2029E

Source: Frost & Sullivan

Market Size of Third-party Logistics Service for China’s Cross-border E-commerce in the U.S.

Despite facing growing challenges, China remains a leading exporter to the U.S., with its cross-border e-commerce platforms — such as Temu, TikTok Shop, Shein, and AliExpress — gaining significant market share in the U.S.

Driven by this growth, the total revenue of third-party logistics providers for China’s cross-border e-commerce in the U.S. increased from $83.9 billion in 2020 to $144.9 billion in 2024, reflecting an impressive CAGR of 21.4%. The market is expected to continue expanding, with projections to reach $305.1 billion by 2029, maintaining a solid CAGR of 14.3% from 2024 to 2029.

Total Revenue of Third-party Logistics Service for China’s Cross-border E-commerce, US, 2020-2029E

Source: Frost & Sullivan

BUSINESS

Overview

We are a logistics and supply chain solutions provider specializing in third-party logistics (3PL) services that facilitate cross-border trade between East Asia and the U.S. As of the date of this prospectus, our key offerings include: (i) 3PL logistics services, (ii) integrated shipping services, and (iii) e-commerce business.

Third-party logistics, or 3PL, refers to the outsourcing of logistics and supply chain management functions to specialized providers. The demand for 3PL services has increased significantly in recent years as global supply chains become more complex and merchants engaged in cross-border trade increasingly seek external logistics partners to manage their logistics operations so they can focus on their core business activities. Leveraging over 15 years of expertise in the 3PL sector, we offer scalable, flexible, and integrated logistics solutions, with the goal of becoming a preferred logistics partner for businesses operating between East Asia and the U.S. Our services encompass a wide range of logistics functions to support our customers’ diverse needs and drive their operational success with efficiency and cost-effectiveness.

Through Duke System Logistics, one of our subsidiaries, we offer a comprehensive package of end-to-end logistics services tailored for merchant customers importing goods from foreign markets, particularly from East Asia, for sale in the U.S. Our 3PL logistics services encompass the entire supply chain spectrum, including (i) ocean freight services, (ii) port and drayage services, and (iii) warehousing and last-mile delivery services. These offerings are strengthened by our cooperation with major ocean carriers such as Cosco Shipping, SM Line, HMM, and HEDE, enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last-mile delivery solutions, with our facilities equipped with equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end-to-end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated 3PL logistics revenue of $4,439,792, $11,204,925, and $6,984,810, respectively, representing 11%, 19%, and 88% of our total revenue for each respective period and year.

In April 2024, we expanded into integrated shipping services through our subsidiary Duke Shipping, leveraging our prior experience coordinating ocean freight and port-related services under our 3PL logistics operations. Duke Shipping acts as a designated U.S. shipping facilitator for non-U.S.-based carriers, focusing on port and cargo operations for international shipping lines entering and operating in the U.S. market. We assist our carrier clients with regulatory compliance, berth and terminal arrangements, vessel scheduling, coordination of cargo unloading, pilotage, towage, tugboat assistance, and cleaning services, as well as demurrage and detention charge processing. As of the date of this prospectus, we provide our integrated shipping services exclusively to a single customer, and act as a principal in delivering such services. See “Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations.” For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, our revenue derived from integrated shipping services totaled $34,719,501, $48,045,772, and nil, respectively, representing 88%, 80%, and nil of our total revenue for each respective period and year.

We also operate an e-commerce business that utilizes our logistics and supply chain infrastructure to conduct cross-border e-commerce. We source consumer goods from PRC-based suppliers and sell them in the U.S. through third-party platforms such as Amazon, Walmart, and Wayfair. Our e-commerce business primarily focuses on toy products that are popular among U.S. consumers. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we generated $81,005, $1,128,984, and $996,088, respectively, from our e-commerce business, representing 0.2%, 1.9%, and 12.5% of our total revenue for each respective period and year.

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

Our Competitive Strengths

We believe the following competitive strengths are essential for our success and differentiate us from our competitors:

Strong Industry Relationships and Cooperation that Elevate Operational Efficiency and Market Reach

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

Quality Warehousing and Logistics Services Built on a Solid foundation of Credentials and Compliance Standards

As a 3PL provider, we deliver comprehensive logistics and warehousing services and our integrated solutions encompass international ocean shipping, customs clearance, compliance with bonded cargo, warehousing, inventory management, and scheduled last-mile deliveries. Our high-quality services are supported by a solid foundation of industry credentials. Specifically, in 2008, we obtained the FMC OTI License from the FMC, authorizing us as an OTI. This license allows us to efficiently manage and operate ocean freight logistics, ensuring efficient international shipping. In 2009, we acquired the Non-Vessel Operating Common Carrier (“NVOCC”) & Freight Forwarding License, enabling us to function as a NVOCC and coordinate complex logistics operations. This facilitates booking cargo space on ships and managing transportation from origin to destination without owning the vessels. In 2022, we became a World Cargo Alliance (“WCA”) Certified Member, joining the WCA — a prestigious network that includes independent freight forwarders and logistics specialists globally. This membership expands our reach and enhances our capabilities in handling international logistics. These credentials not only affirm our dedication to operational excellence but also establish us as a reliable, secure, and efficient logistics provider in a competitive market.

Ecosystem of Integrated Shipping Services and 3PL Logistics Services with Strategic Synergy

We operate an integrated logistics ecosystem through our two core subsidiaries: (i) Duke Shipping, which provides integrated shipping services, and (ii) Duke System Logistics, which delivers end-to-end 3PL logistics solutions. While each entity operates independently in its respective domain, they are strategically aligned and complement one another to provide comprehensive logistics coverage from port to final destination.

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

The operations of these two services are closely coordinated to ensure end-to-end logistics coverage. Duke Shipping’s port-facing services generate qualified customer leads and trade volume that can be transitioned into Duke System Logistics’ downstream 3PL services. In turn, Duke System Logistics enhances our appeal to carrier customers by offering integrated, end-to-end solutions that extend beyond port operations. This mutual reinforcement enhances customer retention and builds a scalable platform to serve the full spectrum of logistics needs. We believe that our integrated model not only differentiates us from standalone 3PL logistics providers but also increases our ability to attract and serve high-value customers across multiple stages of the logistics cycle.

An Experienced Management Team with Strong Financial and Operational Expertise

Our management team consists of executives with decades of supply chain, warehousing, and logistics industry experience, as well as expertise in other corporate functions. As the founder of Duke System Logistics and our Chief Executive Officer, Mr. Michael Yang is responsible for the management of our day-to-day operations and high-level strategy and business planning. With an extensive background in logistics, Mr. Yang also served as a senior manager of logistics at American Chung Nam, the world’s largest container exporter, from 2002 to 2008. In 2008, he founded Duke System Logistics, growing it into a multimillion-dollar company with operations across the U.S. and Asia. In addition, Ms. Ning (Winnie) Xiao, our Chief Financial Officer, has served as the chief financial officer of Duke System Logistics since September 2008, responsible for company’s overall financial management and internal control. From April 2021 to April 2022, Ms. Xiao also served as an accountant at Management M LLC, where she focused on franchise management and financial record-keeping. Ms. Xiao brings expertise in developing financial processes, managing cash flow, and ensuring timely, compliant financial reporting; her skills in project management, data analysis, and communication are essential for monitoring business performance and delivering critical reports to stakeholders. Mr. Huafeng (Roger) Zhang has served as our Chief Operating Officer since October 2025, and he is a seasoned professional in container shipping and international logistics, with extensive experience in both China and the U.S. Throughout his career, Mr. Zhang has managed sales teams, driven growth in dry, refrigerated, and dangerous goods markets, and overseen major trade routes such as Transpacific, Asia-Europe, and Intra-Asia. Mr. Zhang also has deep expertise in U.S. landside logistics, warehousing, contract negotiation, and team leadership. While our executive officers bring significant operational and industry expertise, none of them has prior experience managing a public company. We rely on our visionary, experienced, and passionate senior management team to drive our business growth. Under the leadership of the management, we have successfully identified and capitalized on the opportunities for growth in the logistics and warehousing industries.

Our Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Further Enhance Our Warehousing and Logistics Capabilities

In response to increasing customer demand and the need for enhanced delivery services, we plan a strategic expansion of our warehousing and logistics operations. Over the next two years, our objective is to increase our warehousing capacity to 1.2 million square feet, targeting the following key regions to improve efficiency and market reach, with an estimated cost of $2.4 million. Specifically, we plan to expand our warehousing capacity in California to meet the demands of the growing Asia-Pacific import and export markets, enhancing our ability to handle higher cargo volumes and support increased trade activities. In New Jersey, we plan to add new distribution centers to streamline operations

between the U.S. and Asia, thereby improving our service efficiency across the East Coast and reducing operational costs. Furthermore, in Texas, our strategy includes establishing new logistics hubs in key southern U.S. locations, such as Dallas and/or Houston, to expand our market coverage, capitalize on essential trade routes, and strengthen our regional presence.

Additionally, we expect to spend approximately $400,000 on advanced automated warehousing systems to further increase our operational efficiency. We plan to implement robotics-assisted storage and picking systems across our warehousing facilities to increase efficiency, reduce manual errors, and enhance order processing speed. We are also planning to expand our cold storage capabilities, including 10,000 square feet of freezer storage, to better serve the food and pharmaceutical industries.

This expansion strategy is designed to optimize our logistical operations and align with the growing market demands. We anticipate funding these initiatives through cash inflows from operations, bank borrowings, shareholder contributions, and capital market financing This approach is crafted to ensure financial flexibility and sustainable growth. We are committed to careful planning and effective management of these expansions to leverage market opportunities and better serve our customer base. For more information on the associated risks, please refer to the “Risk Factors — Operational Risks.”

Pursue Global Growth Through Enhanced Logistics Infrastructure and Route Optimization

As part of our strategic initiative to drive sustainable growth, we plan to enhance our logistics infrastructure and optimize key trade routes. The initiative focuses on three main areas with an estimated cost of $9 million for the period from 2025 to 2028:

•        U.S.-China Routes:    We expect to intensify efforts to optimize the U.S.-China trade routes. Expanding our warehouse presence near major U.S. ports and airports will significantly improve logistics timelines, thereby boosting the efficiency and reliability of our services between these critical economic regions. We currently do not expect to build any warehouses or offices, or conduct operations in China.

•        Southeast Asia Expansion:    In a strategic move to tap into new markets and strengthen our supply chain resilience, we plan to expand our operations to key manufacturing hubs across Vietnam, Thailand, and Indonesia. This expansion strategically integrates local manufacturing capabilities with our global distribution networks, enabling us to reach emerging markets that are vital for diversified growth.

•        Domestic U.S. Expansion:    We plan to enhance our warehousing and logistics infrastructure in rapidly growing U.S. areas such as New York, Atlantan, 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.

We expect these enhancements to improve delivery times, reliability, and customer satisfaction. Funding for this expansion will be strategically sourced from a combination of cash reserves and potential financing options, with careful attention to maintaining financial health and operational flexibility. All of these endeavors involve risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. See “Operational Risks — If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.”

Acquiring Our Container Vessels for Ocean Freight Services and Expanding Our Truck Fleet for Drayage and Delivery Services

As of the date of this prospectus, we do not operate our own container vessels and partner with third-party freight carriers and shipping companies to transport goods from Asia to U.S, facilitating ocean freight services for the first leg of our customers’ merchandise journey. In addition, we partially rely on third-party trucking companies to supplement our existing in-house truck fleet in providing inland drayage services to designated warehouses or distribution centers. While these partnerships have enabled us to expand our service coverage and maintain flexibility, dependence on third parties limits our ability to control costs, secure capacity during peak seasons, and optimize operational efficiency across our logistics chain. See “Risk Factors — Operational Risks — Our dependence on third parties to

provide overseas transportation, drayage, and last-mile delivery services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.” To address these challenges and enhance our competitiveness, we plan to procure our own container vessels and expand our truck fleet, which we expect to begin implementing following the completion of this offering. The acquisition of container vessels and expansion of our truck fleet will allow us to expand our ocean freight services and port drayage and inland logistics capabilities, ensuring more dependable and cost-effective services for delivery to designated distribution centers, warehouses. We plan to gradually acquire container vessels and expand our truck fleet, with an estimated investment of approximately $6 million in container vessels and approximately $1.5 million in trucks, trailers, and supporting logistics infrastructure, from 2026 to 2028. We plan to use approximately 62% of the net proceeds we receive from this offering for acquiring container vessels and expanding our own truck fleet. See “Use of Proceeds.” We expect to fund the remainder of the capital expenditure through a combination of cash inflows from operations, bank financing, and other potential capital market transactions, depending on market conditions. We recognize that the implementation of this strategy may face challenges, including substantial upfront capital requirements, long lead times for vessel acquisition, and potential difficulties in recruiting and retaining qualified drivers and technical personnel for the trucking fleet. Delays in vessel delivery or budget overruns could also adversely impact the timeline and execution of this strategy. The occurrence of any of the foregoing events may have a material and adverse effect on our business, financial condition, and results of operations. Despite these risks, we believe that acquiring container vessels and building expanding our truck fleet will significantly reduce our reliance on third-party providers, allow us to capture greater value across the supply chain, and strengthen our position as a preferred one-stop logistics service provider for businesses engaged in cross-border trade between East Asia and the U.S.

Pursue Additional Strategic and Financially Attractive Acquisitions

We endeavor to identify, acquire, and integrate businesses that will expand our supply-chain-related warehousing and logistics business, while achieving synergies and generating attractive returns that exceed our cost of capital. Using our disciplined approach to screening and evaluating potential opportunities, we intend to seek strategically and financially attractive acquisition targets that provide us with new capabilities. We have significant internal resources dedicated to tracking potential acquisition prospects which are formally reviewed by senior management on a regular basis. Since we are a fast-growing warehousing and logistics solution provider with a wide network of contacts, we believe we will be an acquirer of choice in our industry and will be able to transact with smaller players at attractive valuations. As of the date of this prospectus, we have not identified or entered into any agreement with any acquisition target.

Corporate History and Structure

Duke System Logistics was incorporated on June 13, 2008 under the laws of the State of California. Duke Shipping was incorporated on October 4, 2023 under the laws of the State of California.

In connection with this offering, we have undertaken a reorganization of our corporate structure in the following steps:

•        on July 29, 2024, we incorporated Duke Holding under the laws of the State of Nevada;

•        on August 5, 2024, Duke System Logistics was acquired by Duke Holding from the original stockholder of Duke System Logistics, Mr. Michael Yang, through a share exchange agreement entered into by and among Duke Holding, Duke System Logistics, and Mr. Yang; and

•        on June 2, 2025, Duke Shipping was acquired by Duke Holding from the original stockholder of Duke Shipping, Mr. Michael Yang, through a share exchange agreement entered into by and among Duke Holding, Duke Shipping, and Mr. Yang.

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

____________

Note:

(1)      Represents 31,435,000 shares of our common stock held by Michael Yang as of the date of this prospectus.

(2)      Represents 3,650,000 shares of our common stock held by One Supreme Limited as of the date of this prospectus.

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

For details of our principal stockholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Stockholders.”

Our Business Model

We currently generate revenue from the following principal sources:

•        3PL Logistics Services.    Our 3PL services support customers importing goods into the U.S. primarily from East Asia, covering key areas including transportation, warehousing, inventory management, order fulfillment, and distribution. While our one-stop services span a broad range of logistics capabilities, we recognize revenue from three primary sources for accounting purposes. First, our transportation services include shipping and drayage arrangements that we purchase from freight carriers and resell to customers. In particular, we provide (i) ocean freight services, which are conducted in collaboration with major freight carriers such as Cosco Shipping, SM Line, and HMM, which facilitate the efficient and reliable transportation of goods from Asia to U.S. ports, and (ii) drayage services, which provide expedited container handling and short-distance transportation from the port to local distribution centers. Revenue from transportation services is generated by reselling these services to our customers, with service fees typically ranging from $50 to $100 on top of the price charged by the service provider for each service. Second, we generate warehousing service revenue through our warehouse management solutions, which include inventory management, order fulfillment, and storage. Fees for these services, typically ranging from $0.50 to $130,000.00 per service, vary based on specific customer needs and factors, such as load type, the total number of stock keeping unit (“SKU”) count, weight, volume, storage duration, and delivery distance. Finally, other services primarily consist of customs brokerage, where we work closely with customers to ensure that proper documentation, taxes, and duties are filed with the relevant authorities. We receive brokerage fees, typically ranging from $50 to $100 per service, depending on the volume of items declared. Duties and taxes collected form the customer and paid to the customs agent on behalf of the customers are excluded from revenue.

•        Integrated Shipping Services.    Through Duke Shipping, one of our subsidiaries, we have served as a designated U.S. shipping facilitator for non-U.S.-based ocean carriers. Our services are tailored to help these international carriers to comply with U.S. regulations and operate efficiently in U.S. ports. We provide assistance at all stages of port entry and cargo discharge, including preparation for U.S. entry, coordination of vessel berthing and port formalities, pilotage and towage services, port charge processing, and container release and tracking. We receive service fees, net off vendor cost, typically ranging from $20,000 to

$100,000 per vessel call, depending on the vessel size, cargo volume, number of containers handled, and the level of documentation or coordination required. We act as a principal to provide those services. We also generate commission income from demurrage and detention charges applied to late-returned or uncollected containers.

•        E-commerce Business.    Our e-commerce business leverages our logistics capabilities to operate a cross-border e-commerce operation. We source a selection of consumer goods from suppliers in the PRC and arrange for their shipment to the U.S., where the products are sold on third-party platforms such as Amazon. We primarily focus on merchandise categories that are popular among U.S. consumers, including toys, household items, lifestyle products, and general merchandise. Our revenue from this business is generated based on the price difference between the product’s acquisition cost in the PRC and its sales price in the U.S. We manage procurement, transportation, warehousing, listing, and fulfillment activities internally, enabling us to optimize costs and enhance delivery efficiency.

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

3PL Logistics Services

Founded in 2008, Duke System Logistics, one of our subsidiaries, has been dedicated to the 3PL market for over 15 years. 3PL, or third-party logistics, refers to the outsourcing of logistics and supply chain management functions to a specialized external provider, helping businesses streamline various logistics operations, such as warehousing, inventory management, order fulfillment, transportation, and distribution.

As a dedicated 3PL service provider, we deliver comprehensive, end-to-end logistics services for customers importing goods from foreign markets, primarily from East Asia, for sale in the U.S. While our one-stop services encompass a wide range of logistics capabilities, we recognize revenue primarily from three key sources for accounting purposes:

•        transportation services:    including coordination and resale of freight and drayage services, where we source directly from third-party carriers and provide customers with reliable transportation solutions;

•        warehousing services:    covering both inventory management and order fulfillment, as well as secure storage solutions, ensuring optimized stock handling and efficient order processing; and

•        other services:    primarily including customs brokerage services to support smooth import clearance and regulatory compliance.

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, 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.

Services and Operational Flow

Ocean Freight Services

As of the date of this prospectus, we do not operate our own container vessels and partner with major 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. Specifically, we collaborate with ocean carriers, such as Cosco Shipping, SM Line and HEDE, enabling us to provide robust ocean transport solutions tailored for retailers, e-commerce sellers, and distributors in the U.S. Our services are designed to optimize the logistical process from major ports in the PRC, including those in Guangzhou, Ningbo, and Shanghai, directly to U.S. ports of entry, such as in Los Angeles and Chicago, and then to inland distribution points, with an average transit time of approximately 13 days from port of loading to port of discharge in Los Angeles. This express service is highly valued by e-commerce platforms, such as Temu and Alibaba, for its efficiency and reliability. Our partner ocean carriers include, but not limited to, HEDE, Cosco Shipping, Maersk, SM Line.

Port and Drayage Services

Our port and drayage services provide streamlined logistics solutions to enhance the efficient movement of containers from ships to shore and onward to local storage facilities and distribution channels. For example, we partner with the West Basin Container Terminal LLC (“WBCT”) at the Port of Los Angeles, which is a major container shipping hub, to provide customized services for U.S. importers that enhance container handling efficiency. Our offerings include: (i) on-wheel container services for prompt pickup upon vessel arrival; (ii) a dependable supply of private chassis to avoid delays due to equipment shortages; (iii) access to designated gates that accelerate truck turn times, reducing entry and exit wait times; and (iv) leveraging the port’s no-appointment-needed policy for full container pickup and return, allowing truckers to drop off or retrieve containers without pre-scheduled time slots, thereby greatly enhancing operational flexibility. Through this collaboration, we’ve been able to achieve a turnaround time of under 25 minutes, enabling us to handle container pickups and deliveries more efficiently. This accelerates market access for imported goods and optimizes the critical first leg of our customers’ supply chains.

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

Our drayage services ensure the efficient transportation of shipping containers from ports to distribution hubs, including our own warehouse, Amazon fulfillment centers, and other retailers’ distribution centers. For e-commerce merchants planning to sell on platforms such as Amazon, we facilitate direct delivery of their goods to Amazon fulfillment centers and similar retailer distribution centers, following specific preparation guidelines. Alternatively, some customers may choose to store their goods in our warehouses while awaiting orders for delivery to end consumers. In such cases, we provide transportation services to move these goods to our facilities, along with comprehensive warehousing management and order fulfillment services. See “— Logistics Operations — Services and Operational Flow — Warehousing and Last-mile Delivery Services.” In order to maintain high service efficiency and adapt flexibly to large volumes of shipments, we collaborate with third-party trucking companies to enhance our drayage services. This strategic approach not only enhances our responsiveness to the dynamic needs of our customers but also ensures the reliability and continuity of their supply chain operations.

Warehousing and Last-mile Delivery Services

Our warehousing and last-mile delivery services are designed to meet the unique demands of e-commerce merchants who outsource their warehouse management and order fulfillment to us so they can focus more on their core functions and growth. We offer these services at competitive rates, tailored to each customer’s specific needs. We have a team of experienced professionals who handle these tasks efficiently and effectively, ensuring that our customers’ products are handled, stored, and delivered in the most effective manner.

Our local warehouse infrastructure is strategically located at the Port of Los Angeles to leverage the high volume of economic activity and direct access to this important port of arrival. As of the date of this prospectus, we operate a single warehouse in Ontario, California, offering approximately 141,940 square feet of warehousing space. This warehouse is equipped with essential logistics assets, including automated sorting systems, forklifts, pallets, and trays, capable of managing a wide range of goods, from small packages to bulky items such as furniture and large home appliances. The facility also features advanced security systems and real-time scanning technology, ensuring safe storage and efficient inventory management. These technologies allow for real-time tracking and analytics, enabling us to deliver reliable warehousing and comprehensive logistics solutions for cross-border e-commerce merchants. In addition to our self-operated warehouse, we also provide warehousing services to our customers through third-party partner warehouses in other key U.S. logistics hubs, including Chicago and Atlanta. These partner facilities have enabled us to offer flexible, scalable warehousing and distribution solutions tailored to our customers’ geographic and operational needs. This blended model of owned and partner-operated facilities expands our effective service footprint beyond Southern California, enabling us to serve customers across multiple regions of the United States. In the future, we plan to expand our warehouse network to meet market demands while positioning us for future growth and scalability. See “— Our Growth Strategies — Further Enhance Our Warehousing and Logistics Capabilities.”

All inventory details are meticulously recorded when goods arrive at our warehouse. Our warehouse, with a capacity of 141,940 square feet strategically located in the West Coast, is supported by advanced technologies and systems. This includes sophisticated automated storage and retrieval systems that enhance our handling of a diverse range of goods — from small parcels to bulky furniture and large appliances — catering to the varied requirements of our customers’ products. We provide a comprehensive array of warehouse management and last-mile delivery services, including (i) product storage and retrieval, (ii) packing and labeling, (iii) kitting and repackaging, (iv) order assembly and load consolidation, (v) inventory management, and (vi) other value-added services. In addition, our partnerships with courier service providers, such as UPS, FedEx, and USPS, enable precise and timely last-mile delivery, ensuring that products reach end consumers quickly and reliably. Our warehouse management system is integrated with robust delivery solutions to enhance operational efficiency and customer satisfaction. Our warehousing and last-mile delivery services are essential for supporting cross-border e-commerce operations and meeting our customers’ dynamic demands.

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

Integrated Shipping Services

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

Duke Shipping has served as a designated U.S. shipping facilitator for non-U.S.-based carriers and focuses on port and cargo operations for international shipping lines entering and operating in the U.S. market. The U.S. maritime industry is highly regulated, involving complex coordination among federal agencies, port authorities, and private service providers. For international carriers, navigating these requirements — ranging from port formalities to cargo delivery — can be challenging without a local representative. As a designated U.S. shipping facilitator, Duke Shipping assists these carriers by managing key aspects of their vessel operations and regulatory compliance. We act as a principal to provide a comprehensive package of integrated shipping services, as detailed below.

As part of our integrated shipping services, we assist our carrier customers with legal, technical, and commercial preparations for launching their vessel operations in the U.S. For example, we help our customers identify suitable terminals at U.S. ports, where their vessels can dock and discharge containers. We communicate with the terminal operators on behalf of our customers and support the negotiation of service terms and contracts, which may include matters such as berth availability, container handling, storage space, and turnaround expectations. In addition, we help our carrier customers select and engage chassis service providers, which are essential for container transportation following cargo discharge. We assist our customers in obtaining their Vessel Operating Common Carrier (“VOCC”) licenses from the FMC and registering their vessels with the appropriate U.S. authorities. We also help carriers establish a compliant and efficient operational framework, which includes developing standard operating procedures, optimizing internal liner systems, and conducting electronic data interchange testing to ensure effective information exchange with ports, customs, and other parties. In addition, we support the setup of billing and collections workflows and assist with registration and implementation of the Uniform Intermodal Interchange Agreement (“UIIA”), which authorizes trucking companies to pick up and return containers on behalf of the carriers.

Once a carrier’s vessel arrives at a U.S. port, we serve as the carrier’s authorized facilitator, managing all aspects of the vessel’s arrival, port stay, and departure. Our port services begin with pre-arrival coordination, including securing berth allocations, confirming docking schedules, and arranging pilot services to ensure timely and safe navigation into the port. We manage all arrival and departure formalities and coordinate required services such as pilotage, towage, and mooring, in accordance with applicable regulations, including those of California Air Resources Board. During the vessel’s stay at port, we liaise with shipowners and bunker suppliers to arrange fuel delivery. On the administrative side, we handle all reporting and filing obligations with the CBP. We also assist in calculating and processing the payment of port-related charges, including pilotage, towage, and port fees. Overall, our port services are structured to ensure compliance with regulatory requirements, reduce port-related delays, and facilitate efficient vessel turnaround, thereby helping carriers maintain uninterrupted schedules and operational continuity.

Furthermore, we provide liner services to support cargo discharge coordination, container release, and documentation. Specifically, this includes filing Automated Manifest System data with the CBP, resolving any data discrepancies, and generating and delivering shipment arrival notices to consignees and logistics partners. We also review vessel discharge plans and submit container loading and positioning information to the CBP to ensure alignment with customs requirements. During the discharge process, our team monitors container handling to verify that containers are correctly offloaded and assists in resolving any issues that may arise, such as container damage. In addition, we are actively involved in post-discharge operations, which include managing the release of containers for pickup, coordinating with truckers through UIIA registrations, and overseeing the use and return of chassis equipment. We track container and chassis usage, calculate and manage charges for demurrage and detention, and follow up on equipment that is overdue or unreturned. We also handle equipment damage claims, manage the inventory and repositioning of empty containers, facilitate the handling of export returns, and support resolution of disputes related to billing or container delays. These services help ensure that cargo is delivered efficiently and that the carrier’s operations in the U.S. remain organized and compliant with commercial and regulatory requirements.

We generate revenue from our integrated shipping services primarily from cross-border ocean freight solutions, including port services and commission-based earnings from demurrage and detention fees. We act as a principal to provide comprehensive services including cargo unloading, pilotage, towage, tugboat assistance, cleaning services and coordination of final destinations. Revenue is recognized over the service period, reflecting the Company’s fulfillment

of its obligations. In addition, we receive commission income based on demurrage and detention charges applied to containers that are not picked up or returned within the agreed time period. These commissions are generally 4% of demurrage charges and 10% of detention charges, and are recognized when such charges are finalized and payable by the consignee or cargo owner.

As we began providing integrated shipping services in 2024, we are still in the early stages of developing this line of business. Although we believe we are well-positioned to scale our integrated shipping services to additional international carrier customers, as of the date of this prospectus, we provide such services exclusively to a single international carrier customer, which accounted for approximately 88% and 80% of our total revenue for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively. This significant customer concentration exposes us to substantial risk in the event of any contract termination, volume reduction, operational disruption, or deterioration in our commercial relationship with this customer. Any such adverse development could materially and adversely affect our business, financial condition, and results of operations. See “— Customers” and “Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations.”

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

E-Commerce Business

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

Customers

Our customers consist primarily of major cross-border merchants dealing in consumer goods, food, and personal protective equipment, as well as overseas vessel carriers launching or operating services to the United States. These customers typically source their products from the PRC and supply them to retailers like Costco, Walmart, Target, Amazon, and hospitals in the U.S. Some also operate their own e-commerce stores aiming to sell in the U.S. market but often lack access to the warehousing and logistics resources in the U.S. Leveraging our expertise and connections in the PRC, we are primarily targeting cross-border merchants who source goods from the PRC and resell them in the U.S. market.

While we are expanding our international customer base in countries such as Vietnam, Thailand, and Indonesia, our PRC customers continue to make up the majority of our revenue. Specifically, we derived approximately 94%, 87%, and 17% of our revenue from our PRC customers for the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, respectively. As of June 30, 2025 and December 31, 2024 and 2023, we had an active customer base of 51, 138, and 68, respectively. During the six months ended June 30, 2025 and the year ended December 31, 2024, our largest customer, HEDE, an international ocean carrier to whom we exclusively provided our integrated shipping services, contributed approximately 88% and 80% of our total revenue, respectively. For the year ended December 31, 2023, our largest customer represented approximately 40% our total revenue. As of June 30, 2025, four customers accounted for approximately 46%, 13%, 12%, and 12% of our accounts receivable, respectively.

As of December 31, 2024, four customers accounted for approximately 28%, 26%, 16% and 11% of our accounts receivable, respectively. As of December 31, 2023, four customers accounted for approximately 16%, 15%, 13% and 10% of our accounts receivable, respectively. Over the same period and years, no other customers represented more than 10% of our total revenue or accounts receivable. See “Risk Factors — Operational Risks — Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations.”

As an example of a typical transaction, under a transportation and fulfillment services agreement between Duke System Logistics, one of our subsidiaries, and a logistics service customer (the “Customer”), Duke System Logistics agrees to provide a range of customized transportation and fulfillment services, including (i) import inventory management, (ii) warehousing and distribution, (iii) return management, (iv) air drop shipping, (v) sea drop shipping, (vi) end-to-end freight services, and (vii) first-leg freight services. Pursuant to the agreement, the Customer is required to: (a) submit requests for one or more of these services through Duke System Logistics’ portal or via email, (b) ensure that the goods to be shipped are not prohibited or restricted under applicable U.S. laws and are neither counterfeit nor infringe upon third-party intellectual property rights, and (c) pay Duke System Logistics’ service fees as outlined in the agreed-upon pricing schedule, unless modified by mutual written agreement. Monthly invoices are issued to the Customer by the fifth of each calendar month, based on the activities of the previous month, including supporting documentation. The Customer is required to make payment within 25 days of the invoice date. The agreement has an initial term of one year and can be renewed upon mutual consent of both parties. Either party may terminate the agreement, with or without cause, by providing 60 days’ prior written notice to the other party. Additionally, either party has the right to terminate the agreement immediately if (x) a material breach of the agreement occurs and is not cured within 30 days of receiving written notice, or (y) a change of control occurs, such as a merger, acquisition, legal restructuring, or asset change, that results in the inability to fulfill the terms of the agreement in a timely manner.

Under a typical integrated shipping service agreement dated October 17, 2024, between Duke Shipping, one of our subsidiaries, and HEDE (the “Carrier”), Duke Shipping is appointed as the Carrier’s service provider in the U.S. to manage vessel-related logistics and port operations, including supervising berthing and equipment turnaround, overseeing inward and outward container clearance, arranging customs formalities, preparing and issuing delivery documents, coordinating with terminal operators and third-party vendors, and ensuring compliance with applicable tariffs and port regulations. Duke Shipping is authorized to enter into contracts, issue shipping documentation, and designate sub-service providers as needed to perform these duties. The Carrier is responsible for providing necessary instructions, equipment, and bills of lading, and agrees to pay service fees according to a separate schedule set forth in the agreement, with payment due within 15 days from the date of the advance invoice. The agreement remains effective for a fixed term of 36 months from October 17, 2024 to October 16, 2027, and may be terminated earlier by either party upon 90 days’ prior written notice, or immediately in cases where either party enters into liquidation (whether compulsory or voluntary), or enters into a debt settlement arrangement with its creditors or has a receiver appointed over all or any part of its assets, or engages in conduct that is materially prejudicial to the business.

Suppliers

We closely collaborate with marine terminal operators, such as WBCT, and ocean freight carriers and courier service providers, including Cosco Shipping, SM Line, HMM, and HEDE, enabling us to provide integrated shipping services and 3PL logistics services that meet the diverse needs of our customers. Our comprehensive shipping, warehousing, and logistics solutions involve key suppliers including (i) marine terminal operators; (ii) freight carriers and shipping companies who facilitate the ocean and airline transportation of goods from foreign countries to the U.S.; (iii) our warehouse landlord who lease warehousing facilities to us; (iv) software providers who license our use of the WMS software and systems; and (v) third-party logistics service providers, such as FedEx, USPS, Amazon Shipping, and UPS, that deliver products/goods from our warehouses to end consumers. We have established stringent procedures for selecting these independent third-party logistics providers, which include detailed evaluations of their pricing, service quality, operating history, fleet condition, reliability, and availability, ensuring alignment with our growth objectives and commitment to service excellence.

For example, under a terminal services agreement dated August 31, 2024 entered into by and between WBCT, a marine terminal operator that is our largest supplier, and Duke Shipping, WBCT agrees 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, unless earlier terminated in accordance with applicable terms or amended by mutual consent.

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

Competition

The warehousing and logistics industry in the U.S. is relatively competitive and rapidly evolving, with many new companies joining the competition in recent years and few leading companies. We believe that our ability to compete effectively for customers depends upon many factors, including the quality and variety of services offered in our warehousing and logistics business, our strong relationships with PRC customers, the efficiency and agility of our technology platforms, and our ability to recruit and retain talents with industry expertise. We believe that we are well-positioned to effectively compete in the warehousing and logistics industry based on the factors listed above. Some of our current or future competitors, however, may have longer operating histories, greater brand recognition, or greater financial, technical, or marketing resources than we do. For a discussion of risks relating to competition, see “Risk Factors — Economic, Political, and Market Risks — We face competition in the market for warehousing and logistics activities, and we expect competition from existing competitors and other companies that may enter the market or introduce new solutions in the future, which may decrease our net revenue.”

Technology and Intellectual Property

The success of our business depends on our technologies. We have licensed our WMS software from a third-party software provider, which serves as a comprehensive solution for warehouse and logistics management. This WMS software enables our customers to place and track orders, manage inventory, and access real-time shipment updates, thereby enhancing both our productivity and operational efficiency. As of the date of this prospectus, the WMS System includes eight core modules: Customer Management, Product Management, Inbound, Transfer Orders, Outbound, Warehouse Operations, Document Center, and Finance Management.

•        Customer Management.    The Customer Management module is designed to maintain and update the customer database, including contact details, addresses, and other relevant customer information.

•        Product Management.    The Product Management module provides a real-time listing of all products handled or serviced, with continuous updates as inventory changes occur.

•        Inbound Management.    The Inbound module manages pre-alerts for incoming shipments, oversees the receipt of inbound goods, and generates related reports.

•        Transfer Orders.    The Transfer Orders module facilitates the rapid execution of in-and-out transfers initiated by customers for efficient warehouse operations.

•        Outbound Management.    The Outbound module automatically syncs orders from various platforms into the WMS system, allowing warehouse staff to pick, pack, and dispatch goods through UPS, FedEx, or other last-mile delivery providers.

•        Warehouse Operations.    The Warehouse Operations module serves as a centralized platform for general warehouse management, including layout planning, space utilization, and real-time operational updates.

MANAGEMENT

Set forth below is information concerning our directors, director appointees, and executive officers.

____________

*        Ning (Winnie) Xiao, [•], [•], and [•] have accepted appointments to be our directors, effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

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

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

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

Mr. Huafeng (Roger) Zhang has served as our Chief Operating Officer 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.

Family Relationships

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

Controlled Company

Upon completion of this offering, Mr. Michael Yang, our Chief Executive Officer and Chairman of the Board of Directors, is expected to beneficially and indirectly own approximately 72.68% of the aggregate voting power of our outstanding common stock shares, assuming the sales of 1,250,000 shares of common stock we are offering, and

no exercise of the 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.

Board of Directors

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.

Committees of the Board of Directors

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 [•], [•], and [•]. [•] will be the chairperson of our audit committee. We have determined that [•], [•], and [•] 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 [•] 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 [•], [•], and [•]. [•] will be the chairperson of our compensation committee. We have determined that [•], [•], and [•]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 [•], [•], and [•]. [•] will be the chairperson of our nominating and corporate governance committee. We have determined that [•], [•], and [•] 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.

Code of Business Conduct and Ethics

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

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

Summary Compensation Table

Employment Agreements with Our Named Executive Officers

We have entered into an employment agreement with Michael Yang, our Chief Executive Officer, Ning (Winnie) Xiao our Chief Financial Officer, and Huafeng (Roger) Zhang, our Chief Operating Officer. A summary of the terms of each of these executive offer letters 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.

Executive Employment Agreement with Michael Yang

On August 1, 2025, we entered into an employment agreement with Michael Yang, appointing him as our Chief Executive Officer, 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

On August 1, 2025, we entered into an employment agreement with Ning (Winnie) Xiao, appointing her as our Chief Financial Officer, responsible for performing various accounting functions. As consideration for her services, Ms. Xiao 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 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, 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 will not be entitled to additional compensation.

Executive Employment Agreement with Huafeng (Roger) Zhang

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

Outstanding Equity Awards at the Fiscal Year-End

Our named executive officers have not held any equity awards as of the date of this prospectus.

Compensation of Directors

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.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of the common stock offered in this offering for:

•        each of our directors and named executive officers;

•        our directors and named executive officers as a group; and

•        each person known to us to own beneficially more than 5% of our common stock.

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

Information with respect to beneficial ownership has been furnished by each director, named executive officer, or beneficial owner of 5% or more of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to the securities. In computing the number of shares of common stock beneficially owned by persons listed below and the percentage ownership of such persons, shares of common stock underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are outstanding, but are not outstanding for computing the percentage ownership of any other person.

____________

Notes:

(1)      Unless otherwise indicated, the business address of each of the individuals is 5150 S Archibald Ave, Ontario, California 91762.

(2)      Represents 31,435,000 shares of our common stock held by Michael Yang as of the date of this prospectus.

(3)      Represents 3,650,000 shares of our common stock held by One Supreme Limited, a British Virgin Islands company, which is 100% owned by Zhuoya Yang as of the date of this prospectus. The registered address of One Supreme Limited is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

RELATED PARTY TRANSACTIONS

Material Transactions with Related Parties

The relationship and the nature of related party transactions are summarized as follows:

Our related party balances as of June 30, 2025 and transactions for the six months ended June 30, 2025 and 2024 are as follows:

Accounts receivable — related parties

Contract assets — related parties

Due from related parties

____________

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

Accounts payable — related party

Other payables — related parties

Revenue from related parties

Other income from related parties

Expensed paid to related parties

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

Accounts receivable — related parties