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

_________________________________

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

_________________________________

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

_________________________________

Nevada		4220		99-4197970
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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)

_________________________________

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)

_________________________________

With a Copy to:

Ying Li, Esq.
Brian B. Margolis, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
212-530-2206

Fang Liu, Esq.

VCL Law LLP

1945 Old Gallows Road,

Suite 260

Vienna, VA 22182

(703) 919-7285

_________________________________

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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.

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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.

	Per Share of Common Stock	Total Without Over-Allotment Option	Total With Over-Allotment Option
Initial public offering price	$	$	$
Underwriters’ discounts(1)	$	$	$
Proceeds to our company before expenses(2)	$	$	$

____________

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

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

We have granted the underwriters an option for a period of 45 days from the closing of this offering to purchase up to an additional fifteen percent (15%) of the total number of shares of common stock to be offered by us pursuant to this offering solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $452,812, based on an assumed

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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

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TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		8
RISK FACTORS		9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		29
USE OF PROCEEDS		30
DIVIDEND POLICY		31
CAPITALIZATION		32
DILUTION		33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		35
INDUSTRY		50
BUSINESS		57
MANAGEMENT		73
EXECUTIVE AND DIRECTOR COMPENSATION		76
PRINCIPAL STOCKHOLDERS		78
RELATED PARTY TRANSACTIONS		79
DESCRIPTION OF SHARE CAPITAL		84
SHARES ELIGIBLE FOR FUTURE SALE		87
UNDERWRITING		88
LEGAL MATTERS		92
EXPERTS		92
WHERE YOU CAN FIND ADDITIONAL INFORMATION		92
INDEX TO FINANCIAL STATEMENTS		F-1

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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;

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• “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.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our common stock, discussed under “Risk Factors,” before deciding whether to invest in our common stock.

Business Overview

Our Company

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 Lines Co., Ltd. (“Cosco Shipping”), SM Line, HMM Company Limited (“HMM”), and HEDE (Hong Kong) International Shipping Co., Ltd. (“HEDE”), enabling efficient and reliable transportation from East Asia directly to the U.S. Although we do not have our own operations in any Chinese ports, these partnerships have enabled us to significantly reduce transit times by managing the first leg of transportation efficiently, with express services between major Chinese ports and U.S. ports of entry. Apart from ocean freight and port logistics, we also provide warehousing and last-mile delivery solutions, with our facilities equipped with equipment and technologies to handle anything from small parcels to large items such as furniture and appliances. Our end-to-end logistics capabilities cover storage, inventory management, and order fulfilment and delivery, supported by collaborations with major couriers such as UPS, FedEx, and USPS, ensuring fast and reliable delivery to end consumers. The integration of these services not only enables smoother transitions and faster delivery times but also assists our clients in optimizing their operations and expanding their market reach. For the six 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 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.

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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 $0.6 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.”

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;

• quality warehousing and logistics services built on a solid foundation of credentials and compliance standards;

• ecosystem of integrated shipping services and 3PL logistics services with strategic synergy; and

• a visionary and experienced management team with strong financial and operational expertise.

Growth Strategies

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

• further enhance our warehousing and logistics capabilities;

• pursue global growth through enhanced logistics infrastructure and route optimization; and

• pursue additional strategic and financially attractive acquisitions.

Our Corporate Structure

We were incorporated under the laws of the State of Nevada as a corporation in July 2024. For more details on our corporate history, please refer to “Business — Corporate History and Structure.”

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The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of our initial public offering (“IPO”) based on a proposed number of 1,250,000 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.

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

Corporate Information

Our principal executive offices are located at 5150 S Archibald Ave, Ontario, California 91762. Our telephone number at our principal executive office is (909) 385-1688. Our corporate website is https://www.dukesystem.com. The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

Summary of Risk Factors

Investing in our common stock involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our common stock. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Operational Risks (for a more detailed discussion, see “Risk Factors — Operational Risks” beginning on page 9 of this prospectus)

Risks and uncertainties related to our business include, but are not limited to, the following:

• 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 (see page 9 of this prospectus);

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• Our largest customers generate a significant portion of our revenue, including a single integrated shipping service customer that accounted for a substantial majority of our total revenue in 2024, and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and the loss of business from any of our top customers and any material interruptions with our key suppliers may have an adverse effect on our business, financial condition, and results of operations (see page 9 of this prospectus);

• 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 (see page 10 of this prospectus);

• 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 (see page 10 of this prospectus);

• 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 (see page 10 of this prospectus);

• 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 (see page 11 of this prospectus);

• 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 (see page 11 of this prospectus);

• We may face risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt our operations (see page 12 of this prospectus);

• Our results of operations are subject to seasonal fluctuations (see page 12 of this prospectus);

• 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 (see page 12 of this prospectus);

• 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 (see page 13 of this prospectus);

• Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business (see page 13 of this prospectus);

• Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business (see page 13 of this prospectus);

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

• Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing (see page 14 of this prospectus);

• 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 (see page 14 of this prospectus);

• 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 (see page 15 of this prospectus);

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• 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 (see page 15 of this prospectus);

• 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 (see page 15 of this prospectus);

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

• 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 (see page 16 of this prospectus);

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

• 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 (see page 17 of this prospectus);

• We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition (see page 17 of this prospectus); and

• 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 (see page 17 of this prospectus).

Economic, Political, and Market Risks (for a more detailed discussion, see “Risk Factors — Economic, Political, and Market Risks” beginning on page 18 of this prospectus)

Risks and uncertainties related to our business include, but are not limited to, the following:

• 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 (see page 18 of this prospectus);

• 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 (see page 18 of this prospectus);

• U.S. government trade actions could have a material adverse effect on our business, financial position, and results of operations (see page 19 of this prospectus);

• 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 (see page 19 of this prospectus);

• 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 (see page 20 of this prospectus);

• Disruptions to the international supply chain systems could adversely impact our business, financial condition, and results of operations (see page 22 of this prospectus);

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• 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 (see page 22 of this prospectus);

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

• We may be materially and adversely affected by the effects of inflation and a potential recession (see page 22 of this prospectus; and

• If the PRC government imposes further restrictions and limitations on our PRC customers’ ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition, and results of operations could be materially adversely affected (see page 23 of this prospectus).

Common Stock and Trading Risks (for a more detailed discussion, see “Risk Factors — Common Stock and Trading Risks” beginning on page 23 of this prospectus)

Risks and uncertainties related to our business include, but are not limited to, the following:

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

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

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

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

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

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

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

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

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

• Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our common stock (see page 27 of this prospectus); and

• Nasdaq may apply additional and more stringent criteria for our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold a large portion of our listed securities (see page 28 of this prospectus).

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Implications of Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives, and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

• are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);

• are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; and

• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

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THE OFFERING

Shares of common stock offered		1,250,000 shares
Price per share		We currently estimate that the initial public offering price will be in the range of $4.00 to $5.00 per share.
Shares of common stock outstanding prior to completion of this offering		42,000,000 shares
Shares of common stock outstanding immediately after this offering		43,250,000 shares, assuming no exercise of the underwriters’ over-allotment option; 43,437,500 shares, assuming full exercise of the underwriters’ over-allotment option.
Listing		We have applied to have our common stock listed on Nasdaq. At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.
Proposed ticker symbol		“DUKL”
Transfer Agent		Transhare Corporation
Over-allotment Option		We have granted to the underwriters an option, exercisable within forty-five (45) days from the closing of this offering, to purchase up to an aggregate of 187,500 additional shares of our common stock.
Use of proceeds		We intend to use the proceeds from this offering to expand our warehouse network, acquire container vessels, upgrade our warehouse management system with advanced AI technology, expand our own truck fleet, and for working capital and other general corporate purposes. See “Use of Proceeds” on page 30 for more information.
Lock-up		We have agreed, subject to certain customary exceptions, not to issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock for a period of six (6) months from the date of this prospectus without the prior written consent of US Tiger Securities, Inc., as representative of the several underwriters (the “Representative”). Each of our directors, officers and holders of more than 5% of our securities has agreed with the underwriters, subject to certain customary exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of six (6) months after the date of this prospectus. See “Underwriting — Lock-up Agreements” for more information.
Risk Factors		The common stock offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 9 for a discussion of factors to consider before deciding to invest in our common stock.

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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

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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

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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.

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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.

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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

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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.

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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

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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.

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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.

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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.

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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.

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In addition, the U.S.-China relationship has recently faced a daunting challenge, contributing to geopolitical instability worldwide. Because we derived approximately 94%, 87% and 17% of our revenue from PRC-based customers during the six 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.

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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.

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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

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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

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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.

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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.

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

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

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

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

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

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

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

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

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

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

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Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our common stock.

We anticipate that we will use the net proceeds from this offering to expand our warehouse network, acquire container vessels, upgrade our warehouse management system with advanced AI technology, and for working capital and other general corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our common stock.

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

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

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

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

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.

We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards.

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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.

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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.

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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.

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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.

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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.

	June 30, 2025
	Actual		As adjusted
	$		$
Cash and restricted cash	1,089,672		5,367,101

Short term debt, including loan payable-current	50,624		50,624
Long term debt, including loans payable – noncurrent	362,095		362,095
Total indebtedness	412,719		412,719

Stockholders’ Equity:
Common stock ($0.0001 par value,100,000,000 shares authorized, 42,000,000 shares issued and outstanding, pro forma; 43,250,000 shares issued and outstanding pro forma as adjusted)	4,200		4,325
Subscription receivable	(4,096	)	(4,096	)
Additional paid-in capital(1)	1,104,896		5,612,200
Retained earnings(1)	1,756,158		1,526,158
Total Stockholders’ Equity	2,861,158		7,138,587
Total Capitalization	3,273,877		7,551,306

____________

(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.

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DILUTION

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

Our net tangible book value as of June 30, 2025 was $(1,400,542), or $(0.03) per share of common stock. Net tangible book value represents the amount of our total consolidated tangible assets (excluding right of use assets and deferred cost — IPO), less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per share common stock (as adjusted for the offering) from the initial public offering price per share and after deducting the estimated underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us.

After giving effect to our sale of 1,250,000 shares of common stock offered in this offering based on the initial public offering price of $4.5 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2025, would have been $3,036,887, or $0.07 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.1 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.43 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

	Post- Offering(1)			Full Exercise of Over-Allotment Option
Assumed initial public offering price per share	$	4.50		$	4.50
Net tangible book value per share as of June 30, 2025	$	(0.03	)	$	(0.03	)
Increase per share attributable to this offering	$	0.10		$	0.12
As adjusted net tangible book value per share immediately after this offering	$	0.07		$	0.09
Amount of dilution in net tangible book value per share to new investors in the offering	$	4.43		$	4.41

____________

(1) Assumes that the underwriters’ over-allotment option has not been exercised.

If the underwriters exercise their over-allotment option in full, our as adjusted net tangible book value as of June 30, 2025, would have been $3,813,137, or $0.09 per outstanding share of common stock. This represents an immediate increase in net tangible book value of $0.12 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of $4.41 per share to investors purchasing the common stock in this offering.

The following tables summarize, on an as adjusted basis as of June 30, 2025, the differences between existing stockholders and the new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

Over-allotment option not exercised	Shares purchased			Total consideration				Average price Per share
Over-allotment option not exercised	Number	Percent		Amount		Percent		Average price Per share
Existing stockholders	42,000,000	97.1	%	$	1,105,000	16.4	%	$	0.03
New investors	1,250,000	2.9	%	$	5,625,000	83.6	%	$	4.50
Total	43,250,000	100.0	%	$	6,730,000	100.0	%	$	0.16

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Over-allotment option exercised in full	Shares purchased			Total consideration				Average price Per share
Over-allotment option exercised in full	Number	Percent		Amount		Percent		Average price Per share
Existing stockholders	42,000,000	96.7	%	$	1,105,000	14.6	%	$	0.03
New investors	1,437,500	3.3	%	$	6,468,750	85.4	%	$	4.50
Total	43,437,500	100.0	%	$	7,573,750	100.0	%	$	0.17

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

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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

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.

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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.

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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:

	For the Six Months Ended June 30, 2025	For the Six Months Ended June 30, 2024	Change
	US$ (Unaudited)	US$ (Unaudited)	US$	%
Revenue	39,240,298	17,293,192	21,947,106	126.9	%
Cost of revenue	36,454,286	15,543,816	20,910,470	134.5	%
Gross profit	2,786,012	1,749,376	1,036,636	59.3	%
General and administrative	2,055,381	1,607,639	447,742	27.9	%
Income from operations	730,631	141,737	588,894	415.5	%
Other income	289,040	14,196	274,844	1,936.1	%
Income before income taxes	1,019,671	155,933	863,738	553.9	%
Provision for income taxes	374,470	54,359	320,111	588.9	%
Net income and total comprehensive income	645,201	101,574	543,627	535.2	%

Revenue

The following table outlines the compositions of our revenue streams:

	For the Six Months Ended June 30, 2025	For the Six Months Ended June 30, 2024	Change
	US$ (Unaudited)	US$ (Unaudited)	US$		%
3PL Logistics Services	4,439,792	4,631,371	(191,579	)	(4.1	)%
E-commerce Business	81,005	594,270	(513,265	)	(86.4	)%
Integrated Shipping Services	34,719,501	12,067,551	22,651,950		187.7	%
Total	39,240,298	17,293,192	21,947,106		126.9	%

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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:

	For the Six Months Ended June 30, 2025	For the Six Months Ended June 30, 2024	Change
	US$ (Unaudited)	US$ (Unaudited)	US$	%
Integrated Port Services	34,587,960	12,046,424	22,541,536	187.1	%
Commission-Based Earnings – Detention	131,541	21,127	110,414	522.6	%
Total	34,719,501	12,067,551	22,651,950	187.7	%

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:

	For the Six Months Ended June 30, 2025	For the Six Months Ended June 30, 2024	Change
	US$ (Unaudited)	US$ (Unaudited)	US$		%
Cost of revenue:
Logistics operations cost	3,949,326	3,674,701	274,625		7.5	%
E-commerce product cost	97,021	497,963	(400,942	)	(80.5	)%
Integrated shipping services	32,407,939	11,371,152	21,036,787		185.0	%
Total cost of revenue	36,454,286	15,543,816	20,910,470		134.5	%

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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:

	For the Six Months Ended June 30,
	2025 (Unaudited)			2024 (Unaudited)			Change (US$)			Change (%)
3PL Logistics Services
Gross profit	$	490,466		$	956,670		$	(466,204	)	(48.7	)%
Gross profit margin		11.0	%		20.7	%				(9.7	)%
E-commerce Business
Gross profit	$	(16,016	)	$	96,307		$	(112,323	)	(116.6	)%
Gross profit margin		(19.8	)%		16.2	%				(36.0	)%
Integrated shipping services
Gross profit	$	2,311,562		$	696,399		$	1,615,163		231.9	%
Gross profit margin		6.7	%		5.8	%				0.9	%
Total
Gross profit	$	2,786,012		$	1,749,376		$	1,036,636		59.3	%
Gross profit margin		7.1	%		10.1	%				(3.0	)%

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.

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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:

	For the Six Months Ended June 30, 2025		For the Six Months Ended June 30, 2024		Change
	US$ (Unaudited)		US$ (Unaudited)		US$	%
Revenue	39,240,298		17,293,192		21,947,106	126.9	%
Cost of revenue	36,454,286		15,543,816		20,910,470	134.5	%
Operating expenses	2,055,381		1,607,639		447,742	27.9	%
Operating income	730,631		141,737		588,894	415.5	%
Operating margin	1.9	%	0.8	%		1.1	%

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.

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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:

	For the Year Ended December 31, 2024	For the Year Ended December 31, 2023		Change
	US$	US$		US$	%
Revenue	60,379,681	7,980,898		52,398,783	656.6	%
Cost of revenue	55,279,258	5,810,434		49,468,824	851.4	%
Gross profit	5,100,423	2,170,464		2,929,959	135.0	%
General and administrative	3,658,743	1,509,561		2,149,182	142.4	%
Income from operations	1,441,680	660,903		780,777	118.1	%
Other income (expense)	98,783	(37,729	)	136,512	(361.8	)%
Income before income taxes	1,540,463	623,174		917,289	147.2	%
Provision for income taxes	449,012	175,414		273,598	156.0	%
Net income and total comprehensive income	1,091,451	447,760		643,691	143.8	%

Revenue

The following table outlines the compositions of our revenue streams:

	For the Year Ended December 31, 2024	For the Year Ended December 31, 2023	Change
	US$	US$	US$	%
3PL Logistics Services	11,204,925	6,984,810	4,220,115	60.4	%
E-commerce Business	1,128,984	996,088	132,896	13.3	%
Integrated Shipping Services	48,045,772	—	48,045,772	100	%
Total	60,379,681	7,980,898	52,398,783	656.6	%

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.

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

		For the Year Ended December 31, 2024
		US$
Integrated Port Services		47,756,421
Commission-Based earnings – Demurrage		37,669
Commission-Based earnings – Detention		251,682
Total		48,045,772

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.

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:

	For the Year Ended December 31, 2024	For the Year Ended December 31, 2023	Change
	US$	US$	US$	%
Cost of revenue:
Logistics operations cost	8,992,027	4,958,366	4,033,661	81.4	%
E-commerce product cost	1,050,655	852,068	198,587	23.3	%
Integrated shipping services	45,236,576	—	45,236,576	100	%
Total cost of revenue	55,279,258	5,810,434	49,468,824	851.4	%

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.

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

Gross Profit

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

	For the Years Ended December 31,
	2024			2023			Change (US$)			Change (%)
3PL Logistics Services
Gross profit	$	2,212,898		$	2,026,444		$	186,454		9.2	%
Gross profit margin		19.7	%		29.0	%				(9.3	)%
E-commerce Business
Gross profit	$	78,329		$	144,020		$	(65,691	)	(45.6	)%
Gross profit margin		6.9	%		14.5	%				(7.6	)%
Integrated shipping services
Gross profit	$	2,809,196		$	—		$	2,809,196		100.0	%
Gross profit margin		5.8	%		—	%				5.8	%
Total
Gross profit	$	5,100,423		$	2,170,464		$	2,929,959		135.0	%
Gross profit margin		8.4	%		27.2	%				(18.8	)%

Our gross profit increased to approximately $5.1 million for the year ended December 31, 2024, compared to approximately $2.2 million for the same period in 2023, representing an increase of approximately $2.9 million, primarily driven by the launch of our integrated shipping services, which contributed approximately $2.8 million of gross profit. Despite the increase in gross profit, our gross profit margin declined from 27.2% to 8.4%, mainly due to the launch of our integrated shipping services, which possessed a relatively low Gross profit margin of 5.8%. Gross profit from our 3PL logistics services increased approximately $0.2 million, although the margin declined from 29.0% to 19.7% as higher trucking and warehouse costs offset revenue growth. Gross profit from our e-commerce business decreased to approximately $78,000 from $144,000, with the margin contracting from 14.5% to 6.9% due to higher product costs relative to modest revenue growth.

Operating expenses

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

Operating Income and Margin

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

	For the Year Ended December 31, 2024		For the Year Ended December 31, 2023		Change
	US$		US$		US$	%
Revenue	60,379,681		7,980,898		52,398,783	656.6	%
Cost of revenue	55,279,258		5,810,434		49,468,824	851.4	%
Operating expenses	3,658,743		1,509,561		2,149,182	142.4	%
Operating income	1,441,680		660,903		780,777	118.1	%
Operating margin	2.4	%	8.3	%		(5.9	)%

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

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

Other Income (Expense)

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

Income Tax

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

Net income

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

Liquidity and Capital Resources

In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this prospectus, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of June 30, 2025 and December 31, 2024 and 2023, we had cash of approximately $1.1 million, $5.0 million, and $0.06 million respectively, which primarily consisted of cash deposited in banks. As of June 30, 2025 and December 31, 2024 and 2023, we had cash equivalents of approximately $15,000, $6.1 million, and nil, respectively, which primarily consisted of certificates of deposits with original maturities of three months or less. As of June 30, 2025, there were $10 million certificates of deposits with original maturities of greater than three months, which are recorded as short-term investment.

Our working capital requirements mainly consist of operating expenses. We expect that our capital requirements will be met by cash generated from our operating activities and financing activities from our principal stockholders. We believe that our current cash and expected cash provided by this offering will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.

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

	For the Six Months Ended June 30, 2025		For the Six Months Ended June 30, 2024
	US$ (Unaudited)		US$ (Unaudited)
Net cash provided by operating activities	1,533,874		2,664,397
Net cash used in investing activities	(10,436,299	)	—
Net cash (used in) provided by financing activities	(1,137,630	)	337,367
Net change in cash	(10,040,055	)	3,001,764
Cash at beginning of period	11,129,727		64,441
Cash at end of period	1,089,672		3,066,205

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.

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(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.

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

	For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
	US$		US$
Net cash provided by (used in) operating activities	10,426,276		(590,998	)
Net cash used in investing activities	(77,826	)	(171,887	)
Net cash provided by financing activities	716,836		48,156
Net change in cash	11,065,286		(714,729	)
Cash at beginning of year	64,441		779,170
Cash at end of year	11,129,727		64,441

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.

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(ix) Changes in tax payable provided approximately $0.2 million net cash inflow for the year ended December 31, 2024. For the same period in 2023, changes in tax payable were net cash outflow of approximately $0.04 million, which led to an approximately $0.3 million increase in net cash inflow from operating activities.

(x) Changes in other payables and accrued liabilities were approximately $0.9 million net cash inflow for the year ended December 31, 2024. For the same period in 2023, changes in other payables and accrued liabilities provided net cash outflow of approximately $0.02 million, which led to an approximate $0.9 million increase in net cash inflow from operating activities.

(xi) Changes in operating lease liabilities were approximately $1.3 million net cash outflows for the year ended December 31, 2024. For the same period in 2023, changes in operating lease liability were net cash outflow of approximately $1.5 million, which led to an approximately $0.2 million decrease in net cash outflow from operating activities.

(xii) Changes in non-cash items including depreciation, amortization, inventory impairment, allowance for credit loss and deferred tax benefits, provided approximately $1.5 million net cash inflow for the year ended December 31, 2024. For the same period in 2023, changes in non-cash items provided net cash inflow of $2.1 million, which led to an approximately $0.6 million decrease in non-cash adjustments, reflecting lower allowance for credit loss and amortization.

Investing Activities

Net cash used in investing activities was approximately $0.08 million for the year ended December 31, 2024, primarily attributable to approximately $0.08 million cash used for the purchase of property and equipment for the year ended December 31, 2024.

For the same period in 2023, net cash used in investing activities was approximately $0.2 million, primarily due to the purchase of property and equipment.

Financing Activities

For the year ended December 31, 2024, we had net cash provided by financing activities of approximately $0.7 million, which was primarily attributable to the net effects of: (i) approximately $1.0 million issuance of common stock-private placement; (ii) approximately $5,000 in shareholder contributions; partially offset by (iii) approximately $0.1 million used for advances to related parties; (iv) approximately $60,000 used for IPO-related costs; (v) approximately $25,000 used for finance lease liabilities; (vi) approximately $33,000 due from stockholders; and (vii) approximately $67,000 used for repayments, net of proceeds from bank and auto loans.

For the year ended December 31, 2023, we had net cash provided by financing activities of approximately $48,000, which was primarily attributable to the net effects of: (i) approximately $0.2 million in proceeds, net of repayment from bank and auto loans partially offset by (ii) approximately $93,000 distributed to stockholders; (iii) approximately $82,000 used for advance to related parties; and (iv) approximately $22,000 used for finance lease liabilities.

Commitments and Contractual Obligations

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies,” we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

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

Contractual obligations	Payments due by period
Contractual obligations	Total	Less than 1 year	1 – 3 years	3 – 5 years	More than 5 years
	US$	US$	US$	US$	US$
Operating lease obligations	4,667,120	1,600,200	3,066,920	—	—
Finance lease obligations	69,152	31,501	37,651	—	—
Loans payable	412,719	50,624	96,132	14,988	250,975
Total	5,148,991	1,682,325	3,200,703	14,988	250,975

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.

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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

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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.

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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.

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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

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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

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

Growing cross-border e-commerce demand. The increasing global demand for cross-border e-commerce has significantly boosted the need for third-party logistics services in the U.S. As more consumers turn to international online shopping platforms, the volume of goods crossing borders continues to rise. With platforms like Amazon, Temu, and AliExpress gaining popularity, businesses require efficient logistics solutions to meet the growing consumer demand for timely and cost-effective deliveries. The surge in e-commerce transactions has led to a greater reliance on third-party logistics providers to manage inbound and outbound shipments, customs clearance, warehousing, and final-mile delivery, driving market growth.

Advancements in technology and automation. Technological advancements and automation play a critical role in shaping the third-party logistics landscape for cross-border e-commerce. The integration of artificial intelligence, big data analytics, and automation tools allows logistics providers to optimize supply chains, reduce operational costs, and improve delivery efficiency. Technologies like route optimization algorithms and real-time tracking systems enable faster and more transparent deliveries. Additionally, innovations such as automated warehouses and drones enhance warehousing and fulfillment operations, ensuring a seamless and scalable solution for handling the growing volume of cross-border e-commerce shipments. These technological improvements are crucial drivers of the logistics market in the U.S.

Increasing consumer expectations. U.S. consumers are becoming more demanding in terms of delivery speed, cost, and convenience, creating pressure on logistics providers to meet higher expectations. With the rise of services like same-day or two-day delivery, cross-border e-commerce businesses are seeking third-party logistics solutions that can deliver goods faster and more affordably. As consumer behavior continues to shift towards expecting quicker fulfillment and more flexible delivery options, third-party logistics providers are increasingly focusing on enhancing their operations to meet these needs. This demand for improved service levels has accelerated the adoption of advanced logistics technologies and systems, driving further growth in the market.

Global expansion of e-commerce platforms. The global expansion of e-commerce platforms is a significant factor driving the third-party logistics market for cross-border e-commerce in the U.S. Platforms like Temu, Shein, and TikTok Shop are rapidly increasing their market share in the U.S., attracting more international sellers and consumers. This expansion is fueling the demand for efficient logistics solutions capable of handling large-scale, cross-border transactions. Third-party logistics providers offer the necessary infrastructure to support the logistics needs of these expanding e-commerce platforms, including international shipping, customs clearance, and distribution networks. As e-commerce platforms continue to scale, the need for robust and reliable logistics services will only grow.

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

Integration of technology and automation. One of the key development trends in the third-party logistics service for cross-border e-commerce in the U.S. is the integration of cutting-edge technology and automation. Logistics providers are increasingly adopting technologies such as artificial intelligence, big data analytics, and machine learning to streamline operations. Automation is also revolutionizing warehouses and fulfillment centers, enabling faster processing, accurate inventory management, and efficient order fulfillment. The use of real-time tracking systems, route optimization, and predictive analytics helps improve shipping efficiency and customer satisfaction. These technological advancements are essential for maintaining competitiveness in a rapidly evolving market driven by high consumer expectations.

Expansion of global logistics networks. As cross-border e-commerce continues to grow, third-party logistics providers in the U.S. are expanding their global logistics networks to support the increasing demand for international shipping solutions. This includes establishing more warehouses and fulfillment centers across key international markets and developing partnerships with local delivery providers to enhance last-mile delivery capabilities. The expansion of logistics networks allows third-party logistics providers to offer more efficient and cost-effective services to e-commerce businesses, improving their ability to serve global customers. The ability to quickly adapt to shifting trade routes and new markets will be a critical factor in shaping the future of the cross-border logistics industry.

Customization and tailored solutions. The demand for more personalized and flexible logistics solutions is driving the trend of customized services in the third-party logistics industry for cross-border e-commerce. As businesses and consumers seek tailored experiences, third-party logistics providers are offering a variety of services that cater to specific needs, such as special handling for high-value or perishable goods, multiple shipping options, and localized

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fulfillment solutions. These customized logistics services allow e-commerce sellers to offer a more seamless and localized experience for their international customers, enhancing operational efficiency. Providers are increasingly focusing on flexibility and scalability to meet the unique needs of different sellers and markets.

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