Lakeside Holding Limited (LSH) S-1IPO registration

As filed with the Securities and Exchange Commission on April 1, 2024.

Registration No. 333-          

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

__________________________________________

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

__________________________________________

Lakeside Holding Limited
(Exact name of registrant as specified in its charter)

__________________________________________

1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
(224) 446-9048
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Henry Liu
Chief Executive Officer
1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143
(224) 446-9048
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________________

Copies to:

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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, as amended, 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 Securities Exchange Act of 1934.

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 Commission, acting pursuant to said Section 8(a), may determine.

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

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus in connection with the sale of the shares offered hereby that we may authorize to be delivered or made available to you. We and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or any such free writing prospectuses prepared by us or on our behalf. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus is current only as of its date, regardless of the time of delivery of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus or any sale of the shares offered hereby. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

RISK FACTORS

Investing in the common stock involves a high degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our common stock. We may face additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors that adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends. In such case, the market prices of the common stock could decline and you may lose part or all of your investment.

Risks Related to Our Business and Industry

Our business and growth are significantly affected by the development of international commerce, e-commerce and social commerce industries, as well as macroeconomic and other factors that affect demand for cross-border supply chain solutions and services, in the U.S. and globally.

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. As such, our business and growth are highly dependent on the viability and prospects of international commerce, as well as the domestic and international e-commerce and social commerce industries. Any uncertainties relating to the growth, profitability and regulatory oversight of international commerce, e-commerce or social commerce industries could have a significant impact on us. The developments of international commerce, e-commerce and social commerce industries are affected by a number of factors, most of which are beyond our control. These factors include, but are not limited to:

•        the consumption power and disposable income of consumers, as well as changes in demographics and consumer tastes and preferences;

•        the potential impact of the COVID-19 and other pandemics on our business operations and the economy in the U.S. and elsewhere in the world generally;

•        the growth of broadband and mobile Internet penetration and usage;

•        the availability, reliability and security of e-commerce and social commerce platforms;

•        the selection, price and popularity of products offered on e-commerce and social commerce platforms;

•        the emergence of alternative channels or business models that better suit the needs of consumers;

•        the development of logistics, payment and other ancillary services associated with international commerce, e-commerce and social commerce; and

•        changes in laws and regulations, as well as government policies that govern international commerce, trade, e-commerce and social commerce industries.

International commerce, e-commerce and social commerce industries are highly sensitive to the changes of macroeconomic conditions, and consumers’ e-commerce and social commerce spending tends to decline during recessionary periods. Many factors beyond our control, including economic recessions, downturns in business cycles, inflation and deflation, fluctuation of currency exchange rate, volatility of stock and property markets, changes in interest rates, tax rates and other government policies, and increases in unemployment rates, can adversely affect international commerce, consumer confidence and spending behavior on e-commerce and social commerce platforms, which could in turn materially and adversely affect our growth and profitability. In addition, unfavorable changes in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and spending behavior, which could in turn negatively impact our growth and profitability.

Further, the cross-border supply chain solution industry has historically experienced cyclical fluctuations in operational and financial performance due to economic recessions, reductions in per capita disposable income and levels of consumer spending, downturns in the business cycles of customers, interest rate fluctuations and economic factors beyond our control. During economic downturns, whether in the U.S. or globally, reduced overall demand for cross-border supply chain services will likely result in decreased demand for our solutions and services and may exert downward pressures on our rates and margins. As we provide a significant portion of our supply chain solutions and logistics services for the international commerce, e-commerce and social commerce industries, if the online and offline retail channel integration trend or any other trend required for the development of international commerce, e-commerce or social commerce industry does not develop as we expect, our business prospects may be adversely affected. In periods of strong economic growth, demand for limited transportation resources can also result in increased network congestion and operational inefficiencies.

In addition, any deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and future prospects. Any trade barriers, legal measures and exchange rate fluctuations may severely affect cross-border business activities or integrated supply chain solution providers that are highly sensitive to price changes. In such deteriorated economic environment, some of our customers may face difficulties in paying us, and some may go out of business. These customers may not complete their payments as quickly as they did in the past, if at all, which would have an adverse impact on our working capital. We may not be able to promptly adjust our expenses in response to changing market demands or match our staffing levels to our business needs, which may have an adverse impact on our profitability.

We face intense competition which could adversely affect our results of operations and market share.

We offer a wide variety of integrated services within cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services. The industries we operate in are highly competitive and fragmented. As a result, we may compete with a broad range of companies, such as integrated supply chain solution and service providers, cross-border freight delivery service providers, customs clearance services providers, U.S. domestic ground transportation service providers and other bonded warehouses. Specifically, there are multiple existing market players that offer integrated supply chain solutions and logistics services, and there may be new entrants emerging in each of the markets we operate in, which compete to attract, engage, and retain consumers and merchants. These companies may have greater financial, technological, research and development, marketing, distribution, and other resources than we do. They may have longer operating histories, a larger customer base or broader and/or deeper market coverage. As a result, our competitors may be able to respond more quickly and effectively to new or evolving opportunities, technologies, standards, or user requirements than we do and may have the ability to initiate or withstand significant regulatory changes and industry evolvement. Furthermore, when we expand into other markets, we will face competition from new competitors, domestic or foreign, who may also enter markets where we currently operate or plan to operate.

Any significant increase in competition may have a material adverse effect on our revenues and profitability as well as on our operations and business prospects. We cannot assure you that we will be able to continuously distinguish our services from those of our competitors, preserve and improve our relationships with various participants in the supply chain solution industry, or increase or even maintain our existing market share. We may experience the loss of market share, and our financial condition and results of operations may deteriorate if we fail to compete effectively.

In addition, new partnerships and strategic alliances in the supply chain solution industry also can alter market dynamics and adversely impact our businesses and competitive positioning. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. If we are unable to anticipate or react to these competitive challenges, our competitive position could be undermined, and we could experience a decline in growth which may adversely affect our business, financial condition, and results of operations.

We face risks associated with our service providers and their personnel.

We have established an extensive and long-standing collaboration network of service providers. For example, since inception and as of December 31, 2023, we had collaborated with almost all major global ocean and air carriers to serve over 300 customers to forward cross-border shipments consisting of over 28,400 TEU of container loads and 37,800 tons of air cargo. In addition, as of December 31, 2023, we had cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

As the cross-border freight of our customers moves in the network of our service providers from pickup, transportation to delivery, the performance of our service providers may affect our brand image.

We do not directly supervise the day-to-day operations of our service providers. We typically manage our collaboration with them through contractual agreements, which provide for performance incentives along with periodic evaluations. We may not be able to manage such service providers, as well as their own employees, as effectively as if we had full ownership of them or operated their businesses directly. Although we have established and distributed service standards across our network of service providers from time to time, we may not be able to successfully monitor, maintain and improve them. Their failure to provide satisfactory services may adversely impact our reputation and brand image. Furthermore, our service providers may fail to implement sufficient control over the performance of pickup, transportation and delivery personnel, adherence to customer privacy standards and timely delivery of parcels. We and our service providers may suffer financial losses, incur liabilities and suffer reputational damages in the event of theft or late delivery of freight or mishandling of customer privacy.

Suspension or termination of the services of our service providers in a particular geographic area may cause interruption to or suspension of our services in the corresponding geographic area. Our service providers may suspend or terminate their services voluntarily or involuntarily due to various reasons, including disagreement or dispute with us, failure to make a profit, failure to maintain requisite approvals, licenses or permits or to comply with governmental regulations, and events beyond our or their control, such as inclement weather, natural disasters, transportation interruptions or labor unrest or shortage. Due to the intense competition in the cross-border supply chain solution industry, our existing service providers may also choose to discontinue their cooperation with us and work with our competitors instead. We may not be able to promptly replace our service providers or find alternative ways to provide relevant services in a timely, reliable and cost-effective manner, or at all. As a result of any service disruptions associated with our service providers, our customer satisfaction, reputation, operations and financial performance may be materially and adversely affected.

COVID-19 significantly impacted worldwide economic conditions and global trade and may continue to have a disruptive effect on our operations, and the operations of our service providers and our customers, which may further impact our business.

We may be impacted by residual effects of the COVID-19 pandemic or a new and similarly disruptive global health emergency. In early 2020, COVID-19 was declared a global health emergency and later declared a global pandemic by the World Health Organization, prompting governments around the world to mandate lockdowns and other restrictions that had direct impacts on international trade. The COVID-19 pandemic and various government reactions to it contributed to shortages of labor and capacity, and increased costs that continue to impact our operations. While many of the COVID-19 restrictions have been eased or discontinued entirely, various protocols and policies continue to be implemented or contemplated in 2023, as a resurgence of COVID-19 remains a possibility. There is no guarantee that a continuation or resurgence of COVID-19 or a variant, or a similarly disruptive health emergency, would not impact our operations. Any significant disruption on the scale of the COVID-19 pandemic over an extended period could negatively affect our business and our financial results. Such a disruption could also have the effect of heightening many of the other risks described below.

We rely on a variety of service providers, such as global ocean and air freight carriers as well as U.S. domestic ground transportation carriers, and if they become financially unstable or have reduced capacity to provide service because of COVID-19 or other factors, it may adversely impact our business, financial condition and results of operations.

As an integrated cross-border supply chain solution provider, we depend on a variety of service providers, including global ocean and air freight carriers, U.S. domestic ground transportation carriers and others. The quality and profitability of our integrated cross-border supply chain solutions and services depend upon effective selection and

oversight of our service providers. For example, during the pandemic, airfreight carriers have been particularly affected, such as having to cancel flights due to travel restrictions resulting in dramatic drops in revenues, historical losses, high leverage and liquidity challenges. Delays and congestions at various ports as a result of COVID-19 restrictions during the pandemic also prolonged the delivery times for certain of our cross-border freight. Additionally, ocean freight carriers have undergone mergers and consolidations with the potential for more to occur in the future, which may result in reduced carrier capacity or availability. Disruptions such as COVID-19 place significant stress on our global ocean and air freight carriers, U.S. domestic ground transportation carriers as well as other service providers, which may result in reduced carrier capacity or availability, pricing volatility or more limited carrier transportation schedules and other services that we utilize, which could adversely impact our business, financial condition and results of operations.

Global economic uncertainty impacted international trade and could affect demand for our services or the financial stability of our service providers and customers.

The global economy entered a recession as a result of the pandemic, which could affect international trade and negatively affect demand for our cross-border supply chain solutions and services. Future unfavorable economic conditions, rising interest rates and high inflation could result in lower freight volumes, reduced sell rates, higher operating expenses and may adversely affect our revenues, operating results and cash flows. These conditions, should they occur for an extended period of time, could adversely affect our customers and service providers. Should our customers’ ability to pay deteriorate, additional credit losses may be incurred.

Our historical results of operations and financial performance are not indicative of future performance.

For the fiscal year ended June 30, 2023, our total revenues increased by 34.0% to $12.9 million from $9.6 million for the fiscal year ended June 30, 2022, and our gross profits increased by 41.8% to $2.6 million from $1.8 million for the fiscal year ended June 30, 2022. For the six months ended December 31, 2023, our total revenues increased by 65.5% to $9.1 million from $5.5 million for the six months ended December 31, 2022, and our gross profits increased by 44.6% to $1.7 million from $1.2 million for the six months ended December 31, 2022. Although our business has grown rapidly, our historical results of operations and financial performance may not be indicative of our future performance. In addition, we cannot assure you that we can continue to operate under our existing business models successfully. As the market and our business evolve, we may modify our operations, data and technology, sales and marketing as well as solutions and services. These changes may not achieve expected results and may have a material and adverse impact on our results of operations and financial condition. We expect our expenses to continue to increase in the future as we expand our business. Our expenses may grow faster than our revenues, and our expenses may be greater than we expected. We cannot assure you that we will be able to achieve similar results or grow at the same speed as we did in the past or at all. Rather than relying on our historical operating and financial results to evaluate us, you should consider our business prospects in light of the risks and difficulties we may encounter as a company in its ramp-up stage of development and operating in emerging and dynamic industries, including, among other factors, our ability to attract and retain customers; our ability to create value propositions for our service providers; our ability to navigate in the evolving regulatory environment; our ability to provide high-quality and satisfactory integrated cross-border supply chain services; our ability to build up our reputation and promote our brand; and our ability to anticipate and adapt to changing market conditions. We may not be able to successfully address these risks and difficulties, which could significantly harm our business, results of operations and financial condition.

Failure to successfully implement our business strategies, effectively respond to changes in market dynamics or satisfactorily meet customer demands could materially and adversely affect our future financial results.

We may make significant investments and other decisions in connection with our long-term business strategies such as to expand the breadth and depth of our solution and service offerings and to further upgrade the supply chain technologies that we utilize. Such initiatives and enhancements may require us to make significant capital expenditures. Additionally, in developing business strategies, we make certain assumptions including, but not limited to, those related to customer demand and preferences, competition landscape as well as the economy in the U.S., Asia and globally. However, the actual market, economic and other conditions may be different from our assumptions. As technologies, customer behaviors and market conditions continue to evolve, it is important that we maintain the relevance of our brand as well as our solution and service offerings to our customers. If we are not able to successfully implement our business strategies and effectively respond to changes in market dynamics, our future financial results may be materially and adversely affected. We have also incurred, and may continue to incur, increased operating expenses in connection with certain changes to our business strategies.

In addition, our planning and spending decisions, including capacity expansion, procurement commitments, personnel needs, and other resource requirements, are primarily made based on our estimate of customer demands. We may not always be able to estimate such demands accurately. For example, if we underestimate our customer demands during our peak periods, we may experience capacity and resource shortages in fulfilling customer orders during such periods. Failure to meet customer demands in a timely fashion or at all will adversely affect our competitive position, financial condition and results of operations.

We may not be familiar with new regions or markets we enter and may not be successful in maintaining our current growth in such regions or markets.

We are a U.S.-based integrated cross-border supply chain solution provider with a current strategic focus on the Asian market including China and South Korea, while we intend to further expand our business footprint and enter into new regions and markets. Our revenue grew by 34.0% in the fiscal year ended June 30, 2023 from the fiscal year ended June 30, 2022 and by 65.5% in the six months ended December 31, 2023 from the six months ended December 31, 2022. However, we may be unable to replicate our current success in new markets. In expanding our business, we may enter markets in which we may have limited or no experience. We may fail to attract a sufficient number of customers due to our limited presence in that region. In addition, competitive conditions in new markets may be different from those in our existing markets and may make it difficult or impossible for us to generate high income in these new markets. If we are unable to manage such difficulties in our expansion into other regions or markets, our business, financial condition, results of operations and prospects may be adversely affected.

The cross-border supply chain solution industry has its own set of risks, including operational inefficiencies, lack of digital culture and training, disruptive labor relations and operational costs. Our provision of integrated cross-border supply chain solutions and services to customers may be adversely impacted due to these factors.

The cross-border supply chain solution industry has its own set of risks, including operational efficiencies, lack of digital culture and training, labor relations and operational costs. We dedicate to providing integrated cross-border supply chain solutions and services to our customers. The provision of these integrated cross-border supply chain solutions and services may also depend on various industry-inherent factors such as our ability to coordinate with our service providers and customers, the services and labor relations of our service providers, the operational efficiencies at our facilities, our ability to hire qualified personnel, our development of digital integration, and our ability to control and manage costs. If we are unable to manage any of such industry-inherent factors, our provision of cross-border supply chain solutions and services may be adversely affected.

Our long-term growth and competitiveness are highly dependent on our ability to control costs.

Our long-term growth, competitiveness and results of operations are affected by our ability to control costs including labor and lease costs, which may be subject to factors, including, among other things, fluctuations in wage rates and leasing costs. Any unexpected increase in our costs due to factors beyond our control, could adversely impact our profitability. Effective cost control measures have a direct impact on our financial condition and results of operations. 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 always be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates of our integrated cross-border supply chain solutions and services based on varied operating costs and market conditions, our profitability and cash flow may be adversely affected.

Any lack of requisite approvals, licenses or permits applicable to our business operation may have a material adverse impact on our business, financial condition and results of operations.

Our business is subject to certain regulations, and we are required to hold or complete a number of licenses, permits and filings in connection with our business operation, including, but not limited to, container freight station, non-vessel operating common carrier (“NVOCC”), indirect air carrier certification, Freight Broker License, and Standard Carrier Alpha Code. We must also obtain a license from the Federal Maritime Commission (“FMC”) by filing Form FMC-18. Failure to satisfy these requirements may result in penalties, orders to rectify, fines, or suspension of business for remediation. We hold or complete, as applicable, all material licenses, permits and filings for our current operation and will apply for certain permits and filings with the government authorities if needed

in the future. Please see “Business — Government Regulations” for more information regarding the licenses and permits we have obtained and filings we have made. However, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, due to complex procedural requirements and the expansion of our business.

As an integrated cross-border supply chain solution provider, a substantial portion of our business operations consist of freight forwarding, particularly international freight forwarding. According to FMC, all international freight forwarding agencies and their branches must be filed with or licensed by the Bureau of Certification and Licensing of FMC. Air freight forwarders should operate as indirect air carriers and hold indirect air carrier numbers, overseen by the Transportation Security Administration. Companies may file a Form FMC-18 in either paper or electronic format to complete the license application. Entities engaging in international freight forwarding operations who do not complete or maintain the filing will be subject to fines, denial, revocation or suspension of an ocean transportation intermediary license. In addition, we, as an integrated cross-border supply chain solution provider, also provide our service as an NVOCC. Under FMC, a U.S.-based NVOCC shall obtain a license from the FMC by filing form FMC-18.

The information contained in the licenses, permits, records or filings that we possessed may not be updated in a timely manner due to changes in any registered information of our subsidiaries, such as their domicile address, registered capital and type of entity, company name (including additions or removals of trade names), business structure change, and we will apply for these changes of registration as required. However, we cannot guarantee that we will complete such change of registration in time or at all and any failure to complete the change of registration in a timely manner may result in fines and penalties.

New laws and regulations may be enforced from time to time to require additional licenses and permits other than those we currently have or provide additional requirements on the operation of our business. If we do not receive, complete or maintain necessary approvals or filings, or we inadvertently conclude that such approvals or filings are not required, or there is a change in the applicable laws, regulations, or interpretations such that we need to make filings or obtain approvals in the future, we may be subject to (i) investigations by competent regulatory authorities, (ii) fines or penalties, (iii) orders to suspend our operations and to rectify any non-compliance, or (iv) prohibitions from engaging in relevant businesses and even securities offerings. These risks could result in material adverse changes in our operations, 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.

Our business and results of operations may be materially and adversely affected if we or our service providers become unable to provide relevant services in a timely, reliable, safe and secure manner.

The success of our business largely depends on our ability to maintain and further enhance the quality of our supply chain solutions and services. Together with our service providers such as cross-border freight forwarding carriers, customs brokerage experts and U.S. domestic ground transportation carriers, we provide integrated cross-border supply chain solutions and services to our customers. If we, or our service providers become unable to provide relevant 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 not be able to retain our existing customers or attract prospective customers and may experience a decrease in our supply chain solution orders, which could have a material adverse effect on our business, financial condition and results of operations. See also “— We face risks associated with our service providers and their personnel.”

As substantially all of the container loads and air cargo space we source are non-committed purchases, there can be no assurance that we will be able to obtain sufficient container loads or air cargo space on routes that meet our customers’ specific demands, or at all.

Since our inception, substantially all of the container loads and air cargo space we source from our cross-border freight forwarding carriers such as ocean shipping carriers, airlines as well as other sizable ocean and air freight forwarders for our cross-border freight consolidation and forwarding services are on a non-committed basis and are subject to the availability of their shipping vessels and aircrafts. There can be no assurance that we will be able to source sufficient container loads or air cargo space on all routes upon our customers’ requests. If we cannot obtain sufficient container loads and air cargo space from our service providers to meet our customers’ specific demands, in particular during peak periods, our reputation within the network of industry players and our results of operations could be adversely affected.

Fluctuations in the rates of container loads and air cargo space could adversely impact our business, financial condition and results of operations.

The rates of container loads and air cargo space for our cross-border freight consolidation and forwarding services may fluctuate based on market conditions. If we cannot adjust the corresponding rates that we charge our customers in time to reflect such fluctuations accordingly, the number of our supply chain solution orders and/or our gross profit may decrease, and our business, financial condition and results of operations may be materially and adversely affected. In addition, we generally enter into block space agreements with our freight forwarding service carriers such as ocean shipping carriers, airlines as well as other sizable ocean and air freight forwarders, whereby we are committed to purchasing a fixed number of containers or amount of cargo space at pre-determined rates regardless of the actual volume that we utilize and resell to our customers. Although we have not experienced any situations where we cannot fully utilize the pre-determined containers or cargo space, we cannot assure you that we will not encounter any of such situations in the future. If at the time when we fix our terms with our customers, the prevailing market rates of container loads or air cargo space fall below the pre-determined rates provided under the block space agreements, we may not be able to charge our customers at rates higher than the ones provided under our block space agreements, and our gross profit may be materially and adversely affected.

If we cannot utilize the container loads or air cargo space allocated to us under the block space agreements with our freight forwarding service providers, we may not be able to fully recover the costs of the relevant container loads or air cargo space, and our results of operations may be adversely impacted.

For our cross-border freight consolidation and forwarding services, we generally enter into block space agreements with our freight forwarding service providers such as ocean shipping carriers, airlines as well as other sizable ocean and air freight forwarders in order to ensure we obtain an assured level of container loads and air cargo space at a relatively fixed price. However, we may not be able to fully utilize the container loads or air cargo space that we purchase from such freight forwarding service providers under the block space agreements at all times. If we cannot resell the container loads and air cargo space allocated to us under the block space agreements to our customers in full, we may not be able to fully recover the costs of the relevant container loads and air cargo space, and our financial condition and results of operations may be adversely impacted.

Any disruption to the operation of our regional warehousing and distribution centers could have a material adverse effect on our business, financial condition and results of operations.

We operate two massive and hyper-busy regional warehousing and distribution centers in Illinois and Texas with an aggregate gross feet area of approximately 75,014 square feet. Natural disasters or other unanticipated catastrophic events, including power interruptions, water shortage, storms, fires, environmental pollution, earthquakes, terrorist attacks and wars, as well as changes in governmental planning for the land underlying these regional warehousing and distribution centers, could damage or destroy our cross-border freight at these facilities that requires storage, fulfilment, transloading, palletizing, packaging or distribution, and significantly impair our business operations. We may not be able to identify suitable replacement warehousing and logistics facilities that meet our requirements in a timely manner, should any of the foregoing occur. If we are unable to identify suitable replacement warehousing and logistics facilities, we may not be able to offer the warehousing and distribution services that can meet our customers’ demand and our financial condition and results of operations may be adversely impacted.

If we are unable to utilize our regional warehousing and distribution centers effectively, our business, financial condition and results of operations may be adversely affected.

As part of our integrated cross-border supply chain solutions, we offer warehousing and distribution services at our two regional warehousing and distribution centers in Illinois and Texas. The continued growth of our integrated cross-border supply chain solution business depends in part on our ability to maintain efficient and effective operation of these regional warehousing and distribution centers, including to: (i) obtain adequate funding for development and improvement of these centers; (ii) accurately estimate the customer demand in new centers; (iii) successfully promote these centers; and (iv) hire and retain skilled management and employees, especially qualified warehousing and distribution managers through our training and promotion, on commercially reasonable terms. Adverse changes in the economic conditions and any material decline in demand of our warehousing and distribution services may lead to excess capacity at our warehousing and distribution centers. If we are unable to utilize excess capacity on hand, we may incur losses which could materially and adversely affect our business, financial condition and results of operations.

If we are unable to manage the expansion of our supply chain infrastructure successfully, our business prospects and results of operations may be materially and adversely affected.

As of December 31, 2023, we had a workforce of 40 full-time employees across various functions. We may expand our supply chain infrastructure to increase our operational capacity and to restructure and reorganize the workflow and processes therein. We may also establish centers in additional cities, states and countries to further enhance our warehousing and distribution capacity. As we continue to enhance capability, our supply chain infrastructure may become increasingly complex and challenging to operate. We cannot assure you that we will be able to set up additional warehousing and distribution centers or lease suitable facilities on commercially acceptable terms or at all. Moreover, we may not be able to recruit a sufficient number of qualified employees in connection with the expansion of such supply chain infrastructure. In addition, the expansion of our supply chain infrastructure may strain our managerial, financial, operational and other resources. If we fail to manage such expansion successfully, our growth potential, business and results of operations may be materially and adversely affected. Even if we manage to expand our supply chain infrastructure successfully, we may not obtain the competitive advantage that we expect.

We face risks associated with the cross-border freight that we handle, including real or perceived quality or health issues, and risks inherent in the supply chain industry, including personal injury, product damage, and transportation-related incidents.

We handle a large volume of freight during the provision of our integrated cross-border supply chain services and face challenges with respect to the protection and examination of such freight. Freight that we and/or our service providers handle may be delayed, stolen, damaged or lost during the transportation due to various reasons beyond our control, and we may be perceived or found liable for such incidents. In addition, we may not be able to fully screen and detect unsafe, prohibited or restricted items within the freight that we handle. Unsafe items, such as flammables and explosives, toxic or corrosive items and radioactive materials, may damage other freight, harm the personnel and facilities of us or our service providers, or even injure the recipients. Furthermore, if we fail to prevent prohibited or restricted items from entering into our cross-border supply chain network and if we participate in the transportation and delivery of such items unknowingly, we may be subject to administrative penalties, and if any personal injury or property damage is concurrently caused, we may also be liable for civil compensation.

The transportation of cross-border freight also involves inherent risks. The insurance maintained by us or our service providers may not fully cover the liabilities caused by transportation-related injuries or losses during the cross-border freight forwarding or the U.S. domestic ground transportation. From time to time, the shipping vessels, aircrafts, vehicles or personnel of our service providers may be involved in transportation accidents, and freight carried by them may be lost or damaged. In addition, frictions or disputes may occasionally arise during the pickup or delivery of freight. Personal injuries or property damages may arise if such incidents escalate.

Any of the foregoing could disrupt our solutions and services, cause us to incur substantial expenses and divert the time and attention of our management. We may face claims and incur significant liabilities if found liable or partially liable for any of injuries, damages or losses. Furthermore, if the services by us or our service providers are perceived to be insecure or unsafe by our customers, the volume of our integrated cross-border supply chain solutions orders may be significantly reduced, and our business, financial condition and results of operations may be materially and adversely affected.

We may fail to make necessary acquisitions or investments or enter desirable strategic alliances, and we may not be able to achieve the anticipated benefits from such acquisitions, investments or strategic alliances.

Our strategy for long-term growth, productivity and profitability depends in part on our ability to make prudent decisions to make strategic acquisitions or investments or enter desirable alliances and to realize the benefits we expect when we make those investments or acquisitions. We may evaluate and consider strategic acquisitions and investments or enter strategic alliances to develop new services or solutions, with an aim to enhance our competitive position and achieve long-term growth, productivity and profitability. However, we cannot assure you that we will make prudent decisions on such acquisitions, investments, strategic alliances at all times. In addition, investments or acquisitions involve numerous risks, including (i) potential failure to achieve the expected benefits of the integration or acquisition, (ii) difficulties in, and the cost of, integrating operations, technologies, services and personnel, (iii) potential write-offs of acquired assets or investments and (iv) downward effect on our operating results. These transactions will also divert management’s time and resources from our normal course of operations, and we may have to incur unexpected liabilities or expenses. Strategic alliances with third parties could also subject us to a

number of risks, including risks associated with potential leakage of proprietary information, non-performance by the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business.

If we cannot successfully execute or effectively operate, integrate, leverage and grow the acquired businesses or strategic alliances, our financial results and reputation may be materially and adversely affected. While we expect our future acquisitions, investments or strategic alliances to further enhance our value propositions to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the time frame we envisage, if at all, or that we can continue to support the values we allocate to these acquired, invested or alliance businesses, including their goodwill or other intangible assets.

We may not be able to obtain additional capital when desired, on favorable terms or at all.

We may require additional capital resources to fund future growth and the development of our businesses, including investments in equipment, land, facilities and technological systems to remain competitive. If our capital resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, stock price performance, liquidity of domestic and international capital and lending markets, governmental regulations over foreign investment and the cross-border supply chain industry. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results of operations. Moreover, issuance of equity or equity-related securities could result in significant dilution to our existing stockholders.

Failure to renew our current leases or locate desirable premises for our facilities, or challenges on the use of certain leased properties by us or our service providers, could materially and adversely affect our business, financial condition and results of operations.

We lease properties for our facilities including offices and regional warehousing and distribution centers. Some of our service providers also lease properties for operation facilities such as offices, pickup and delivery outlets and service stations. We are mindful that such lease agreements are subject to local real estate laws and regulations, which, along with market conditions, may impact our ability and/or the ability of our such service providers to extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and we and/or our service providers 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. Even if we are able to extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, as our operations further scale, we may need to expand our existing regional warehousing and distribution centers or establish new centers to meet our increased operational demands. We may compete with other businesses for premises at certain locations of desirable sizes, and it can be difficult for us to find suitable premises or locate desirable alternative sites that meet all of our requirements, and such failure in relocating our affected operations could adversely affect our business, financial condition and results of operations.

If our customers reduce their expenditures on outsourcing cross-border supply chain services or increase utilization of their internal solutions, our business, financial condition and operating results may be materially and adversely affected.

Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Our growth strategy is partially based on the assumption that their outsourcing of all or part of their cross-border supply chain services will continue. Third-party cross-border supply chain solution providers like us are generally able to provide such services more efficiently than otherwise could be provided “in-house,” primarily as a result of our expertise, technology and lower and more flexible employee cost structure. However, many factors could cause a reversal in such trend. For example, our customers may see risks in relying on and outsourcing all or part of their cross-border supply chain services to third-party providers, or they may begin to define these activities as within their own core competencies and decide to perform relevant supply chain operations on their own. If our customers are able to improve the cost structure of their in-house activities related to integrated cross-border supply chain solutions and services, including in particular labor-related costs, our solutions

and services may no longer be deemed an attractive alternative to meet their cross-border supply chain needs. In addition, if our customers reduce expenditures on outsourcing cross-border supply chain services and switch to performing significant aspects of their supply chain operations in-house, or if our prospective customers who may have conducted cross-border supply chain activities on their own have no further demands for outsourcing, our business, financial condition and results of operations may be materially and adversely affected.

Our business is in part dependent upon our customers’ business performance and their continuing outsourcing and demand of cross-border supply chain solutions and services.

As an integrated cross-border supply chain solution provider, we primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S., and our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Our business is therefore in part dependent upon the business performance and developments of our customers and the end customers that our customers serve in their markets and industries. Any decline in the business performance and developments of our customers or the end customers that they serve, or any adverse change in their decisions to outsource cross-border supply chain solutions and services, could lead to a corresponding decrease in demand for our solutions and services and may therefore adversely affect our business, financial condition and results of operations.

Increased inspection procedures and tighter import and export controls could increase our costs and disrupt our business.

Cross-border freight is subject to various security and customs inspections and related procedures in countries of origin, destination, and trans-shipment points. As a U.S.-based integrated cross-border supply chain solution provider that primarily provides customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to customers’ requirements and needs in transporting goods into the U.S., we adhere to and maintain compliance with U.S. customs and border protection regulations. Increased inspection procedures may result in the seizure of the freight for which we provide cross-border supply chain services, delays in the trans-loading, transportation or delivery of such freight and levying of customs duties, fines, or other penalties against us, our service providers or our customers, in certain cases, rendering the cross-border forwarding or U.S. domestic transportation of certain freight uneconomical or impractical. Further, inspection-related delays or incidents may subject us to additional costs of operations as well as financial and legal obligations to our customers and may adversely impact our reputation.

If we are unable to collect our receivables from our existing customers, our results of operations and cash flows could be adversely affected.

Our business depends on our ability to successfully collect payment from our customers of the amounts they owe us for our services. As of December 31, 2023, we had accounts receivable net of allowance recorded at $2.0 million. We have established an allowance for credit loss based upon estimates, historical experience and other factors surrounding the credit risk of specific customers. However, actual losses on customer receivables balance could differ from our anticipation and as a result we might need to adjust our allowance. There is no guarantee that we will accurately assess the creditworthiness of our customers. Macroeconomic conditions, including related turmoil in the global financial system, could also result in financial difficulties for our customers, including limited access to the credit markets, insolvency or bankruptcy, and as a result could cause customers to delay payments to us, requesting modifications to their payment arrangements that could increase our receivables balance or default on the payment obligations to us. As a result, an extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable. If we are unable to collect our receivables from our customers, our results of operations and cash flows could be adversely affected.

We expect revenues generated from our customers in Asia, particularly China, to continue to increase. Any negative impact to our ability to serve customers in China could materially and adversely affect our business, financial condition and results of operations.

We have a strategic business focus on the Asian market, including China and South Korea. During the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, revenues generated from the Asian market (primarily China) accounted for approximately 34.3%, 43.0% and 47.4% of our revenues,

respectively. We expect such sales to continue to comprise a significant part of our revenues going forward. As a result, any unforeseen events or circumstances that negatively impact our ability to serve our customers in China could materially and adversely affect our business, results of operations and financial condition. These negative events and circumstances include, but may not be limited to, the following:

•        an economic downturn in China;

•        political instability that could adversely affect our ability to provide cross-border supply chain services in a timely fashion;

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

•        a deterioration of relations or disruption of trade between China and the U.S., such as anti-U.S. campaigns, and the boycott of U.S. products; and

•        tariffs and other trade barriers imposed by the U.S. to goods originated from China.

None of our service agreements with our customers is on an exclusive basis.

None of our service agreements that we enter into with our customers is on an exclusive basis; in other words, our customers can engage other supply chain solution or service providers in addition to or in lieu of us, and our business, financial condition and results of operations may be materially and adversely impacted. For example, although we have established long-standing strategic business relationships with our major customers, there is no assurance that during the term of our service agreements with them, our major customers will not engage other cross-border supply chain solutions providers to meet their demands of supply chain solution services in addition to us, in which case we may not be able to generate the same level of or increased revenue from such major customers.

If we fail to cost-efficiently attract new customers to use our solutions and services, or to maintain relationships with existing customers, our business and results of operations could be adversely affected.

The success of our business depends in part on our ability to cost-effectively retain existing customers, increase repeated cross-border supply chain solution orders placed by such existing customers and attract new customers. For the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, the number of customers that used our integrated cross-border supply chain solutions and services were 138, 192 and 147, respectively. We believe that our sales and marketing efficiency, consistent and reliable services as well as rapid responses to changing customer preferences have been critical in promoting recognition of our services, which in turn drive customer growth and engagement. However, if marketing strategies and activities do not work efficiently, we may not be able to maintain our sales and marketing expenses at a reasonable level.

In addition, if the customers do not perceive our solutions and services to be timely and reliable, we may not be able to retain and attract our customers and increase their repeated uses of our solutions and services. If we fail to cost-effectively retain customers and increase their repeated uses of our services, our business and results of operations could be adversely and materially affected.

Fluctuations in the prices or availabilities of fuels may adversely affect our business, financial condition and results of operations.

We collaborate with an extensive network of service providers, including cross-border freight carriers and domestic ground transportation carriers to provide cross-border freight consolidation and forwarding services and U.S. domestic ground transportation services, as parts of our integrated cross-border supply chain solutions. Fuel expenses account for a substantial portion of the costs borne by these service providers, and they may adjust their fee rates as a result of fluctuations in the prices and availabilities of fuels due to political, economic and market factors that are outside of their control. In the event that fuel prices increase significantly and that our service providers including cross-border freight carriers and domestic ground transportation carriers raise their fee rates consequently, our related costs may arise, and our gross profits may be reduced if we are unable to adopt any effective cost control-measures or pass on the incremental costs to our customers, in either cases our business, financial condition and results of operations may be materially and adversely affected.

We collect, process and use data, some of which contains confidential and personal information. Any privacy or data security breach could damage our reputation and brand and substantially harm our business and results of operations.

We have access to a large amount of confidential information in our daily operations. For example, waybills on the packages for which we provide cross-border supply chain solutions and services contain names, addresses, email addresses and other contact information of the senders and recipients. The content inside packages may also constitute or reveal confidential information. Therefore, proper use and protection of confidential information are essential to maintaining customer trust and confidence in us.

Our website and technology systems also process and store a significant amount of confidential information and data in relation to our cross-border supply chain solution orders. Security breaches and hackings to our website or technology systems might result in a compromise to the technologies that we use to protect confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining the confidential information. Such individuals or entities may further engage in illegal activities using such information. On the other hand, as freight moves through the network of our service providers from pickup, transportation to delivery, a large number of personnel may have access to the relevant confidential information. Some of them may misappropriate the confidential information, which, although we and our service providers have adopted security policies and measures, could be beyond our sufficient and effective control as such personnel may not be our personnel.

Practices regarding the collection, use, storage, transmission and security of personal information have been subject to increased public scrutiny. Relevant regulatory frameworks worldwide have been evolving rapidly and may continue to evolve in the foreseeable future. Various government bodies worldwide, such as the U.S. government, have in the past years adopted, and may continue to adopt in the future, new laws and regulations on data protection and data privacy, all of which may subject us to additional compliance costs, divert management attention and adversely impact our results of operations. If we fail to comply with any of these laws, regulations, standards, or other obligations, or such public representations, or are alleged to have done so, we may be subject to investigations, enforcement actions, civil litigation, fines, and other penalties, all of which may generate negative publicity and have a negative impact on our business.

Furthermore, as the interpretation and application of many laws and regulations relating to privacy, data protection, and data security, along with industry standards, are uncertain, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products, and we could face fines, lawsuits, regulatory investigations, and other claims and penalties, and we could be required to fundamentally change our products or our business practices, which could have an adverse effect on our business. Any inability to adequately address privacy, data protection, and data security concerns, even if unfounded, or any actual or perceived failure to comply with applicable privacy, data protection, and data security laws, regulations, and other obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business. Privacy, data protection, and data security concerns, whether valid or not valid, may inhibit market adoption of our products. If we are not able to adjust to changing laws, regulations, and standards related to these matters, our business may be harmed.

If we fail to keep up with the technological developments and implementation of advanced technologies, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We apply technology to serve our customers more efficiently and bring them better experience. For example, we have built a highly scalable proprietary technology platform on the cloud — the American Bear Logistics Datatool Management Platform, or the Platform, which streamlines our variety of service offerings and promotes our overall operational efficiency. Our success will in part depends on our ability to keep up with the changes in technology and the continued successful implementation of advanced technology, including 5G, cloud computing, distributed architecture, artificial intelligence and big data analytics. If we fail to adapt our platform, solutions and services to changes in technological development in an effective and timely manner, our business and operations may be adversely impacted. Changes in technologies may require substantial expenditures in research and development as well as modification in the solutions and services that we offer. Technical hurdles in implementing technological advances may result in our solutions or services becoming less attractive to our customers, which, in turn, may materially and adversely affect our business, financial condition, results of operations and prospects.

Failures to maintain satisfactory performance of or interruptions in the availability of our website and technology systems could adversely affect our business, results of operations and prospects.

The satisfactory performance, reliability and availability of our technology systems are critical to our success. We have developed technology systems that enable us to deliver supply chain solutions and logistics services with simplicity, convenience, speed and reliability, such as the Platform, and our intelligent warehousing system. These systems streamline our variety of service offerings and support the smooth performance of key functions of our business. However, our technology systems or infrastructure may not function properly at all times. We may not be able to monitor and ensure high-quality maintenance and upgrade of our technology systems and network infrastructure at all times, either. In addition, we may experience surges in online traffic and real-time fee quote requests as we scale, which can put additional demand on our technology systems at specific times. Any disruption or interruption to our website and technology systems could adversely affect our business, financial condition and results of operations.

Our website and technology systems may also experience telecommunications failures, computer viruses, failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures, user errors, or other attempts to attack, which may result in the unavailability or slowdown of our website and technology systems or certain functions, delays or errors in data processing, loss of data, inability to generate real-time fee quote, reduced order volume and attractiveness of our website and technology systems. Further, hackers, acting individually or in coordinated groups, may also launch distributed denial of service attacks or other coordinated attacks that may cause service outages or other interruptions in our business. Any of such occurrences could cause severe disruption to our daily operations. If we cannot successfully execute system maintenance and repair, our business, financial condition and results of operations could be adversely affected.

We may be subject to potential liability in connection with pending or threatened legal proceedings and other matters, which could adversely affect our business, financial condition or results of operations.

From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business in the U.S. We may also be subject to potential liabilities in connection with pending or threatened legal proceedings arising from breach of contract claims and other matters. These proceedings, investigations, claims and complaints could be initiated or asserted under or on the basis of a variety of laws in different jurisdictions, including data protection and privacy laws, trucker or consumer protection laws, labor and employment laws, transportation laws, advertising laws, intellectual property laws, securities laws, tort laws, contract laws and property laws. There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under these various laws. If we fail to defend ourselves in these actions, we may be subject to restrictions, fines or penalties that will materially and adversely affect our business, financial condition and results of operations. Even if we are successful in the attempt to defend ourselves in legal and regulatory actions or to assert our rights under various laws and regulations, the process of communicating with relevant regulators, defending ourselves and enforcing our rights against the various parties involved may be expensive and time-consuming. These actions could expose us to negative publicity, substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property, which we have ownership or legal rights to use, as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete arrangements with our employees and others, to protect our proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Further, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms, or at all.

In addition, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may not be adequate to prevent the infringement or misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources and could put our intellectual property at risk of being invalidated or narrowed in scope. We cannot assure you that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Our business depends on the continued efforts of our senior management, particularly Mr. Shuai Li and Mr. Henry Liu. If Mr. Li, Mr. Liu, or any other of our key executives and employees, were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continuing services of our senior management, particularly Mr. Shuai Li, our co-founder, president and chief operating officer, and Mr. Henry Liu, our co-founder, chairman of the board of directors and chief executive officer. While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our senior management and other key employees, there is no assurance that these agreements are fully enforceable, and that any of such senior management and key employees will not join our competitors or form a competing business. Moreover, it is possible that our key executives and employees, upon their departure, will join our competitors or start their own competing businesses, and may solicit certain of our current customers, which may adversely affect our business, financial results and daily operations. Should any disputes arise over these agreements, we may have to incur substantial costs and expenses in order to enforce such agreements, or we may not be able to enforce them at all, which may cause our business, financial condition, results of operations and prospects to be adversely affected.

We are dependent on our personnel and any inability to hire, develop or retain our employees may have a negative impact on our operations.

Identifying, recruiting, hiring, training, and retaining employees is essential to our ability to operate and deliver our services, ability to grow and ultimately our future profitability. The pandemic caused significant disruptions in global supply chain operations that were further exacerbated by congestion at destination ports and shortages of equipment, labor and warehouse space. In response to these conditions, we hired additional employees to be able to service customers and navigate through these challenges. We may hire other additional personnel from time to time, either on a permanent basis or temporary basis. For example, we generally hire additional personnel for our several regional warehousing and distribution centers during holiday seasons in light of the increased demand for our supply chain solutions and services. As of December 31, 2023, we had a workforce of 40 full-time employees across various functions.

In the short term, any reductions in our workforce could result in significant additional expenses. Conversely, a failure to reduce compensation expense and other expenses in periods when the business environment does not support our workforce level will result in substantially lower compensation earned by the majority of employees. This may challenge our ability to retain and attract employees to conduct our business successfully. We cannot predict how management’s responses to these challenges will ultimately impact our company culture, financial position, results of operations and cash flows nor our ability to successfully attract and retain employees in the future.

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 conflicts between Russia and Ukraine as well as Israel and Hamas, and the increasingly 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, Israel 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 conflicts between Russia and Ukraine as well as Israel and Hamas. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Although the length and impact of the ongoing military conflicts is highly unpredictable, the conflict in Ukraine and Israel-Gaza could lead to continuing market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

The military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, 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. As of the date of this prospectus, our business, including the routes, frequency and delivery times for our cross-border ocean freight and airfreight consolidation and forwarding services, has not been impacted by the ongoing military conflict between Russian and Ukraine. However, we cannot assure you that our operations, including the operations of our customers and our global freight carriers, will not be impacted by such military conflict at all, whether on a short-term basis or on a long-term basis. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus.

In addition, as a U.S.-based integrated cross-border supply chain solution provider, we have a strategic business focus on the Asian market, including the China market, and therefore, our business relies on a stable economic and political relationship between the U.S. and China to some extent. However, the U.S.-China relationship has faced a daunting challenge, contributing to geopolitical instability worldwide. The tensions between the U.S. and China have intensified since the COVID-19 pandemic, exemplified by the ongoing trade conflicts between the two countries, 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.

As we continue to generate revenues from the Asian market, including China, some of our customers are subject to significant regulatory risks arising from the legal system in China, which can change quickly with little advance notice.

We have a strategic business focus on the Asian market including China and South Korea. During the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, revenues generated from the Asian market (primarily China) accounted for approximately 34.3%, 43.0% and 47.4% of our revenues, respectively. As we continue to generate revenues from customers based in Asia, particularly China, we may be subject to significant risks arising from the local regulatory environment in Asia indirectly, which could cause the value of our securities to significantly decline or become worthless.

For example, 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 five decades has significantly increased the protection afforded to foreign companies selling to customers in the PRC. 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.

From time to time, in certain cases, we may have to resort to administrative and court proceedings to enforce our legal rights related to our solutions and services provided to China-based customers. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it can be challenging to predict the outcome of such proceedings. Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations (some of which are not published in a timely manner or at all) that may have retroactive effect and may change quickly with little advance

notice. We cannot predict the effects of future developments in the PRC legal system on our ability to serve our PRC customers, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. If the PRC government were to adopt similar regulatory actions on the supply chain service industry in China, or industries such as e-commerce, social commerce and manufacturing which our customers in China typically serve, our PRC customers’ operations could be materially and adversely changed. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to serve our customers in China.

Further, the PRC government has significant oversight and discretion over every sector of the Chinese economy, including the supply chain solution service industry in China, and may intervene or influence our PRC customers’ operations at any time as the government deems appropriate to further regulatory, political, and societal goals, which could adversely affect our ability to serve our PRC customers and/or the value of our common stock. The PRC government has published new policies that significantly affected certain industries, such as the education and Internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies on the supply chain service industry or industries such as e-commerce, social commerce and manufacturing which our customers in China typically serve, which could adversely affect our business, financial condition, and results of operations. Furthermore, if China adopts more stringent standards with respect to certain areas, such as environmental protection or corporate social responsibilities, our PRC customers may, directly or indirectly, incur increased compliance costs or become subject to additional restrictions in their operations, which could adversely affect our ability to serve our PRC customers. Additionally, evolving legal standards and enforcement attitudes in China could affect our PRC customers’ operations and may adversely affect our business, financial condition and results of operation. We cannot predict the effects of future developments in the PRC legal system on our ability to serve our PRC customers, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof.

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 and adversely affected.

As we continue to generate revenues from the Asian market, including China, we rely on the continued ability of our Chinese customers to pay us in U.S. dollars and transfer such payments to our bank accounts in the U.S. The PRC government has imposed controls on the convertibility of the Renminbi, or 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, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore stockholders 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. 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 certain portion of our revenues. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

As we expect to continue to generate revenues from customers in the Asian market, including China and South Korea, we rely on the continued ability of our customers in Asia to convert foreign currencies such as RMB and South Korean won (“KRW”) to U.S. dollars and pay us in U.S. dollars. Fluctuations in such foreign currencies could have a material adverse effect on the operations of our customers and therefore adversely impact our financial condition and results of operations.

The value of the foreign currencies against U.S. dollars may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the foreign governments, such as the PRC government. For example, on July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. In August 2015, the People’s Bank of China (the “PBOC”) changed the way it calculates the mid-point price of the RMB against the USD, requiring the market-makers who submit for reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply, as well as changes in major currency rates. In 2019, the RMB appreciated by approximately 1.9% against the U.S. dollar. In 2020, RMB appreciated by approximately 6.9% against the U.S. dollar. In 2021, RMB depreciated approximately 2.6% against the U.S. dollar. During the calendar year ended December 31, 2022, RMB rapidly depreciated against the U.S. dollar by approximately 9%. It is difficult to predict how market forces or PRC or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the RMB and the USD in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, including from the U.S. government, which has threatened to label China as a “currency manipulator,” which could result in greater fluctuation of the RMB against the USD. However, the PRC government may still at its discretion restrict access to foreign currencies for capital account or current account transactions in the future. Therefore, it is difficult to predict how market forces or government policies may impact the exchange rate between the RMB and the USD in the future. In addition, the PBOC regularly intervenes in the foreign exchange market to limit fluctuations in RMB exchange rates and achieve policy goals.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. If the exchange rates between USD and foreign currencies such as RMB and SKW fluctuate in an unanticipated manner, operations of our customers as well as our business, financial condition, and results of operations could be materially adversely affected.

Our business could be negatively affected by rising inflation and interest rates.

Various macroeconomic factors could adversely affect our business, financial condition and results of operations, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets.

For instance, recent inflationary environment has negatively impacted us by slightly increasing (i) our labor costs, through higher wages, (ii) our borrowing costs, through higher interest rates which we expect to continue to increase, and (iii) our other operating costs, such as through higher rates charged by our service suppliers. Supply chain constraints have led to higher inflation, which if sustained, could have a negative impact on our operations. To moderate effects of these increasing costs, we instituted proactive initiatives to optimize efficiencies in our daily operations. We also replaced certain service suppliers with alternatives that offered more competitive rates while not compromising service quality. In addition, we expect to modestly increase the rates we charge our customers in response to the inflationary environment should such inflationary pressures further deteriorate in the near future. However, we cannot assure you that these measures we have taken or will take will be effective, if at all, or that we will be able to effectively mitigate any inflationary pressures in the future. If inflation or interest rates were to significantly increase, our business and results of operations may be negatively affected.

Interest rates, liquidity of credit markets and volatility of capital markets could also affect our business and results of operations as well as our ability to raise capital on favorable terms, or at all.

Any damage to the reputation and recognition of our brand names, including negative publicity against us, our services, operations and our directors, senior management and business partners may materially and adversely affect our business operations and prospects.

We believe our brand image and corporate reputation will play an increasingly important role in enhancing our competitiveness and maintaining business growth. Many factors, some of which are beyond our control, may negatively impact our brand image and corporate reputation if not properly managed. These factors include our

ability to provide superior solutions and services to our customers, successfully conduct marketing and promotional activities, manage relationship with and among our customers and business partners, and manage complaints and events of negative publicity, maintain positive perception of our Company, our peers and supply chain solution industry in general. Any actual or perceived deterioration of our service quality, which is based on an array of factors including customer satisfaction, rate of complaint or rate of incident, could subject us to damages such as loss of important customers. Any negative publicity against us, our solutions and services, operations, directors, senior management, employees, business partners or our peers could adversely affect customer perception of our brand, cause damages to our corporate reputation and result in decreased demand for our solutions and services. If we are unable to promote our brand image and protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may be adversely affected.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

As a U.S.-based integrated cross-border supply chain solution provider that primarily provides customized cross-border ocean freight solutions and airfreight solutions to customers that specifically cater to their requirements and needs in transporting goods into the U.S., we are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we may conduct business activities, including the U.S. Foreign Corrupt Practices Act, or the FCPA, and other anti-corruption laws and regulations. The FCPA prohibits us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our common stock.

Our business and our service providers are subject to a broad range of laws and regulations.

As a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market, we offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions in the U.S., including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services. Our business is therefore subject to a variety of governmental supervision and regulation by governmental authorities in the U.S., which we may not be able to fully comply with at all times. We may also be subject to restrictions in markets to which we may expand our operations in the future, which may limit our ability to replicate our success. See “— Any lack of requisite approvals, licenses or permits applicable to our business operation may have a material adverse impact on our business, financial condition and results of operations.” and “Business — Government Regulations.”

Our service providers, such as our cross-border freight forwarding service providers and U.S. domestic ground transportation service providers, have broad discretion over their daily operations and make decisions with respect to their vessels, aircrafts, facilities, vehicles and hiring and pricing strategies. Their operations are regulated by various laws and regulations, including local administrative rulings, orders and policies. For example, local regulations may specify the models or types of vehicles to be used in the ground transportation by our U.S. domestic transportation service providers or require our service providers to implement heightened package safety screening procedures, which could materially drive up the operating costs and delivery efficiency of our service providers’ delivery outlets.

New laws and regulations may be enforced from time to time. Uncertainties exist regarding the interpretation and implementation of current and any future laws and regulations applicable to our businesses. If relevant authorities promulgate new laws and regulations that require additional approvals or licenses or imposes additional

restrictions on our business and operations, they may have the authority, among other things, to levy fines, confiscate income, revoke business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by governments in the jurisdictions where we operate may have a material adverse effect on our results of operations. If we or our service providers are found to be in violation of any applicable laws or regulations then in effect, we or our service providers may be subject to similar penalties or administrative orders and may not be able to continue to deliver satisfactory services or at all. As a result, we may suffer reputational damages due to negative publicity or compromised service quality.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq Stock Market, or the Nasdaq. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting, as we are not required to provide a report of management’s assessment on our internal control over financial reporting due to a transition period established by the rules of the Securities and Exchange Commission, or the SEC, for newly public companies. However, in the course of auditing our consolidated financial statements for the financial statements included elsewhere in this prospectus, we identified two material weaknesses in our internal control over financial reporting. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to (i) inadequate segregation of duties and effective risk assessment, and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both the accounting principles generally accepted by the United States of America, or the U.S. GAAP, and SEC guidelines.

Additionally, each of the aforementioned material weaknesses could result in a misstatement of the consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We continue to focus on internal control over financial reporting and have taken certain measures to remediate the material weaknesses described above, including (i) hiring additional qualified personnel to ensure proper segregation of duties and perform more effective risk assessment, and (ii) designing and implementing formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account reconciliations and disclosures in the consolidated financial statements. We are in the process of implementing additional measures designed to enable us to meet the requirements of being a public company, establishing an internal audit function and standardizing the Company’s semi-annual and year-end closing and financial reporting processes, to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses, including hiring additional information technology, finance and accounting personnel, evaluating our financial and information technology control environment and augmenting our internal controls with new accounting policies and procedures, and designing and implementing financial reporting controls, income tax controls, and information technology general controls.

While we believe that these measures will improve our internal control over financial reporting, the implementation of these measures is ongoing, and we cannot assure you that we will be successful in doing so or that these measures will significantly improve or remediate the material weaknesses described above. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. We also cannot assure you that there will not be any additional material weaknesses in our internal control over financial reporting in the future.

We are working to remediate the material weaknesses. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing a remediation plan; however, these remediation measures will be time consuming and will place significant demands on our financial and operational resources.

We may not be able to remediate any material weaknesses prior to the deadline imposed by Section 404(a) of the Sarbanes-Oxley Act for management’s assessment of internal control over financial reporting. The failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition and results of operations. In the event that we are not able to successfully remediate the existing material weaknesses in our internal control over financial reporting or identify additional material weaknesses, or if our internal control over financial reporting is perceived as inadequate or it is perceived that we are unable to produce timely or accurate consolidated financial statements, investors may lose confidence in our results of operations, the price of our common stock could decline, we could become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory agencies, which could require additional financial and management resources, or our common stock may not be able to remain listed on such exchange.

If we are not able to limit our liability for customers’ claims for loss or damage to their freight through contract terms and limit our exposure through the purchase of insurance, we could be required to pay large amounts of damages to our customers as indemnification for their claims, and our financial condition and results of operations could be materially adversely affected.

In the provision of our integrated cross-border supply chain solutions, we may have liability under law to our customers for loss or damage to their freight. In addition to legal liability, from time to time, customers may exert economic pressure on us when our service providers fail to cover their costs of loss or damage. We have, from time to time, made payments to our customers for claims related to our services and may make such payments in the future. Should we experience an increase in the number or size of such claims or an increase in liability pursuant to claims or unfavorable resolutions of claims, our results could be adversely affected.

We attempt to limit our exposure through release limits, indemnification by our service providers including cross-border ocean and air freight carriers and U.S. domestic ground transportation carriers, as well as insurance. However, there can be no assurance that such limitation of liability exposure will be effective. For example, our insurance coverage may not provide us with adequate coverage for such claims or that the maximum amounts for which we are liable in connection with our services will not change in the future or exceed our insurance levels. As with every insurance policy, there are limits, exclusions and deductibles that apply, and we could be subject to claims for which insurance coverage may be inadequate or even disputed and such claims could adversely impact our financial condition and results of operations. In addition, significant increases in insurance costs could reduce our profitability.

Our insurance coverage may not be sufficient, which could expose us to significant costs and business disruptions.

We have obtained or caused relevant counterparties to obtain insurance to cover certain potential risks and liabilities. We maintain insurance for commercial automobile and trucker’s liability, commercial general liability and cargo legal liability, as well as property coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims. There can be no assurance that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

Natural disasters, epidemics, acts of war, terrorist attacks and other events could materially and adversely affect our business, financial condition and results of operations.

Natural disasters (such as typhoons, flooding and earthquakes), epidemics, acts of war, terrorist attacks and other events, many of which are beyond our control, may lead to global or regional economic instability, which may in turn materially and adversely affect our business, financial condition and results of operations. An outbreak or epidemic, such as those of the severe acute respiratory syndrome, the H1N1 and H5N1, and the COVID-19 viruses, could cause general consumption or the demand for specific products to decline, which could result in reduced demand for our services. Such an outbreak or epidemic may also cause significant interruption to our operations as health or governmental authorities may impose quarantine and inspection measures on our freight carriers or restrict the flow of cargo to and from areas affected by the epidemic. In addition, airplanes, shipping vessels and other transportation vehicles can be targets of terrorist attacks, which could lead to, among other things, increased

insurance and security costs. Political tensions or conflicts and acts of war, such as the conflicts in the Ukraine, or the potential for war could also cause damage and disruption to our business, which could materially and adversely affect our business, financial condition and results of operations.

Trade restrictions could materially and adversely affect our business, financial condition and results of operations.

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. Our provision of customized cross-border ocean freight solutions and airfreight solutions may be affected by trade restrictions implemented by the countries or territories where our customers are located or where their goods are manufactured or sold to. For example, we are subject to risks relating to changes in trade policies, tariff regulations, embargoes or other trade restrictions adverse to our customers’ business. Actions by governments which result in restrictions on movement of cargo or otherwise could also impede our ability to carry out cross-border ocean freight and airfreight solutions. In addition, international trade and political issues, tensions, conflicts and wars may cause delays and interruptions to cross-border freight transportation and result in limitations on our insurance coverage. If we are unable to transport cargo to and from countries with trade restrictions in a timely manner or at all, we may face to risks related to contract violations and our business, financial condition and results of operations could be materially and adversely affected.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against certain members of our management named in the prospectus.

We are a company incorporated under the laws of the state of Nevada. During the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, we conducted substantially all of our operations in the United States and substantially all of our assets were held in the United States. However, certain of our director and officer nominees, reside outside of the United States for at least of a significant portion of the time and/or are not U.S. citizens. As a result, it may be difficult for you to effect service of process upon them in foreign countries. It may also be difficult for you to bring claims against them and/or to enforce in U.S. courts of the judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against them. In addition, there is uncertainty as to whether the courts in the jurisdictions where these certain director and officer nominees reside would recognize or enforce judgments of U.S. courts against them predicated upon the civil liability provisions of the securities laws of the United States or any state.

Risks Related to This Offering and Ownership of Our Common Stock

Our offering would not be completed if our listing application is not approved by Nasdaq. Further, an active trading market for our common stock may not develop and the trading price for our common stock may fluctuate significantly.

We will apply to list our common stock on the Nasdaq Capital Market. At this time, Nasdaq has not yet approved our application to list our common stock. There is no assurance that such application will be approved, and if our application is not approved by the Nasdaq, this offering would not be completed. Prior to the completion of this offering, there has been no public market for our common stock, and we cannot assure you that a liquid public market for our common stock will develop. If an active public market for our common stock does not develop following the completion of this offering, the market price and liquidity of our common stock may be materially and adversely affected. The initial public offering price for our common stock will be determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our common stock after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their common stock.

Similar to certain recent initial public offerings of companies with public floats comparable to our public float, the market price of our common stock may be volatile. Such volatility, including any stock-run up, 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. As a result, you may not be able to resell your shares of common stock 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 of common stock at or above the initial public offering price. We cannot assure you that the initial public offering price of our common stock, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our common stock 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 revenues 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 services 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 and financial condition or prospects of those companies. For example, 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 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 up, 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.

Furthermore, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence prices 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 or be sustained, 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.

In the past, stockholders have filed securities class action 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.

If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float maybe smaller than anticipated and the price of our common stock may be volatile which could subject us to securities litigation and make it more difficult for you to sell your shares of common stock.

As a company conducting a relatively small public offering, we are subject to the risk that a small number of investors will purchase a high percentage of the offering. While the underwriters are required to sell shares of common stock in this offering to at least 300 round lot stockholders (around lot stockholder is a stockholder who purchases at least 100 shares of common stock) with at least 50% of such round lot holders holding securities with a market value of at least $2,500 in order to ensure that we meet the Nasdaq initial listing standards, we have not otherwise imposed any obligations on the underwriters as to the maximum number of shares of common stock they may place with individual investors. If, in the course of marketing the offering, the underwriters were to determine that demand for our common stock was concentrated in a limited number of investors and such investors determined to hold their shares of common stock after the offering rather than trade them in the market, other stockholders could find the trading and price of our common stock affected (positively or negatively) by the limited availability of our common stock. If this were to happen, investors could find our common stock to be more volatile than they might otherwise anticipate. Companies that experience such volatility in their share price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held by a few investors, smaller investors may find it more difficult to sell their shares of common stock.

The sale or availability for sale of substantial amounts of our common stock could adversely affect the market price of our common stock.

Sales of substantial amounts of our common stock in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. The common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and common stock held by our existing stockholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 7,250,000 shares of common stock outstanding immediately after this offering, or 7,437,500 shares of common stock if the underwriters exercise their option to purchase an additional 187,500 shares of common stock in full. In connection with this offering, our directors and officers and holders of more than 5% of our outstanding common stock as of the effective date of this registration statement will enter into customary “lock-up” agreements in favor of the underwriters for a period of six (6) months from the date of this offering. We have agreed with the underwriters that, for a period of six (6) months from the closing of this offering, we will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any capital stock or any securities convertible into or exercisable or exchangeable for capital stock; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any capital stock or any securities convertible into or exercisable or exchangeable for capital stock. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc., or FINRA. We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other stockholder or the availability of these securities for future sale will have on the market price of our common stock. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our common stock for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the

amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our common stock will appreciate in value after this offering or even maintain the price at which you purchased the common stock. You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock.

You will experience immediate dilution as a result of this offering.

If you purchase our common stock in this offering, you will pay more for each common stock than the corresponding amount paid by existing stockholders for their common stock. As a result, you will experience immediate dilution of $3.91 per common stock, representing the difference between the assumed initial public offering price of $4.50 per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus) and our pro forma net tangible book value per share after giving effect to this offering. See “Dilution” for a more complete description of how the value of your investment in our common stock will be diluted upon the completion of this offering.

Our principal stockholders have substantial influence over our company. Their interests may not be aligned with the interests of our other stockholders, and they could prevent or cause a change of control or other transactions.

As of the date of this prospectus, Mr. Shuai Li, our co-founder, president and chief operating officer, beneficially owns an aggregate of 50.0% of our outstanding common stock, while Mr. Henry Liu, our co-founder, chairman of the board of directors and chief executive officer, beneficially owns an aggregate of 45.0% of our outstanding common stock. Upon the completion of this offering, Mr. Li and Mr. Liu will beneficially own approximately 41.4% and 37.2%, respectively, of our outstanding common stock assuming the underwriters do not exercise their over-allotment option.

Accordingly, our executive officers and directors, together with our existing stockholders, could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. In cases where their interests are aligned and they vote together, these stockholders will also have the power to prevent or cause a change in control. Without the consent of some or all of these stockholders, we may be prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest stockholders may differ from the interests of our other stockholders. The concentration in the ownership of our common stock may cause a material decline in the value of our common stock. For more information regarding our principal stockholders and their affiliated entities, see “Principal Stockholders.”

We will incur significantly increased costs and devote substantial management time as a result of the listing of our common stock.

We will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. 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. If our efforts to comply with new laws, regulations and

standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

Anti-takeover provisions contained in our amended bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt.

Our amended bylaws, our amended articles of incorporation and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

•        limiting the liability of, and providing indemnification to, our directors and officers;

•        limiting the ability of our stockholders to call and bring business before special meetings;

•        controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•        providing our board of directors with the express power to postpone previously scheduled annual meetings;

•        the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and

•        the required approval of at least 75% of the voting shares outstanding to amend, alter, change or repeal any provision contained in our articles of incorporation.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

The Nevada Revised Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders. The NRS defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Pursuant to NRS Sections 78.411 through 78.444, combinations with an interested stockholder remain prohibited for two years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to opt out of the statute with appropriate provisions in its articles of incorporation.

NRS Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 78.378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, future revenue, business strategies, growth strategies and anticipated trends in our business, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

•        our future operating and financial performance, ability to generate positive cash flow and ability to achieve and sustain profitability;

•        our competitive position;

•        the sufficiency of our existing capital resources to fund our future operating expenses;

•        the timing of the introduction of new products and services;

•        the likelihood of success in and impact of litigation;

•        our protection or enforcement of our intellectual property rights;

•        our expectation with respect to securities, options and future markets and general economic conditions;

•        our ability to keep up with rapid technological change;

•        the impact of future legislation and regulatory changes on our business; and

•        our anticipated use of proceeds from this offering.

The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this prospectus entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

INDUSTRY AND MARKET DATA

This prospectus contains estimates, projections and other information concerning our industry, our business and the potential markets for our service offerings, including data regarding the estimated size of such markets and the growth rates of such markets. We obtained the industry, market and competitive position data set forth in this prospectus from our own internal estimates and research, as well as from academic and industry publications, research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of the industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived.

We believe that the third-party data set forth in this prospectus is reliable and based on reasonable assumptions. This information, to the extent it contains estimates or projections, involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates or projections. The industry in which we operate is subject to risks and uncertainties and are subject to change based on various factors, including those set forth under the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Among others, we refer to estimates compiled by:

•        McKinsey & Company (“McKinsey”), a management consulting firm;

•        Spherical Insights & Consulting, a market research firm;

•        Global Industry Analysts, Inc., a market research firm; and

•        Mordor Intelligence, a market research company.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $3.7 million, or approximately $4.4 million if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of $4.50 per share, the midpoint of the price range shown on the front cover page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share would increase (decrease) the net proceeds to us from this offering by $1.1 million, assuming the underwriters do not exercise their over-allotment option to purchase additional shares of common stock and the number of shares of 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 commissions and estimated expenses payable by us.

The primary purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and enable access to the public equity markets for us and our stockholders.

We plan to use the net proceeds from this offering as follows:

•        approximately 30% for investment in strengthening our cross-border supply chain capabilities, which may include establishing new hubs and centers in the U.S. in addition to our existing regional warehousing and distribution centers, as well as expanding our existing coverage of Asia-to-U.S. shipping routes and enlarging our service provider network;

•        approximately 10% for marketing activities to grow our customer base;

•        approximately 10% for strategic investments and potential mergers and acquisitions in the future, although we have not identified any specific investments or opportunities of mergers and acquisitions at this time; and

•        the balance for general corporate purposes, which may include funding our working capital needs, and investing in and further digitizing our technology platform.

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 will have flexibility and discretion in the application of net proceeds from this offering, and investors will be relying on the judgment of our management regarding the use of these net proceeds.

DIVIDEND POLICY

We do not intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business. Any determination to pay dividends to holders of our common stock in the future will be at the discretion of our board of directors and will depend upon such factors as our earnings, capital requirements, overall financial condition and contractual, legal, tax and regulatory restrictions, and other factors that our board of directors deems relevant.

CAPITALIZATION

The following table summarizes our cash and cash equivalents and capitalization as of December 31, 2023:

•        on an actual basis; and

•        on a pro forma as adjusted basis, to reflect the sale and issuance by us of 1,250,000 shares of common stock in this offering at an assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commission and estimated offering expenses payable by us.

You should read the information in this table together with our consolidated financial statements and related notes to those statements included elsewhere in this prospectus, as well as the information set forth under the headings “Use of Proceeds,” “Summary Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The pro forma as adjusted information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at pricing (in thousands, except share and per share amounts):

For the number of shares of our common stock to be outstanding on a pro forma as-adjusted basis, we reflect the issuance and sale by us of 1,250,000 shares of our common stock in this offering at the assumed initial public offering price of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale, assuming the underwriters do not exercise their option to purchase additional shares.

Each $1.00 increase (decrease) in the assumed initial price to the public of $4.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $1.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $4.1 million, assuming that the assumed initial price to the public remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial price to the public and other terms of this offering determined at pricing.

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 included herein with respect to the three and six months ended December 31,2023 and 2022 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. All amounts included herein with respect to the fiscal years ended June 30, 2023 and 2022 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with the U.S. GAAP.

Overview

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

Founded in Chicago, Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Since inception and as of December 31, 2023, we had served over 300 customers to fulfill over 33,000 cross-border supply chain solution orders.

We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. Since inception and as of December 31, 2023, we had collaborated with almost all major global ocean and air carriers to forward 28,400 TEU of container loads and 37,800 tons of air cargo. As of December 31, 2023, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

We operate two massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 75,014 square feet and 34 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with over 150 warehouses and distribution terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in states other than Illinois and Texas. Further, we collaborate with licensed customs brokerage experts to help our customers clear shipments importing into the U.S. As of December 31, 2023, we had assisted with the customs clearance of cross-border freight of an aggregate assessed value of over $30.0 million.

Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. For the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2022 and 2023, our revenues amounted to $9.6 million, $12.9 million, $5.5 million and $9.1 million, respectively, and our gross profit amounted to $1.8 million, $2.6 million, $1.2 million and $1.7 million during the same periods, respectively. As of December 31, 2023, we had fulfilled over 33,000 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, delivered to thousands of business and residential addresses in approximately 48 U.S. states.

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 Expand Our Customer Base

Our results of operations are dependent upon our ability to expand and maintain our customer base. Since inception and as of December 31, 2023, we had served over 300 customers to fulfill over 33,000 cross-border supply chain solution orders. We will continue to expand our customer base to achieve a sustainable business growth. We aim to attract new customers and maintain our existing customers. We plan to improve the quality and expand the variety of our services to obtain more customers.

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 use large quantities of fuel to operate vehicles, and therefore, hence the higher fuel cost incurred by them may causes our higher fee rates cost charged on us by such the service providers. The availability and price of fuel and third-party transportation capacity are subject to political, economic, and market factors that are beyond our control. We also incur a significant amount of costs in relation to transportation and labor. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. We have adopted, and expect to adopt, additional cost control measures. However, the measures we have adopted or will adopt in the future may not be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates based on operating costs and market conditions, our profitability and cash flow may be adversely affected.

Our Ability to Provide High-quality Services

Our results of operations depend on our ability to maintain and further enhance our service quality. Together with our network of service providers, we provide integrated cross-border ocean and air freight supply chain solutions and services to our customers. If we or our service providers are unable to provide express delivery services in a timely, reliable, safe and secure manner, our reputation and customer loyalty could be negatively affected. In additional, 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.

Strategic Acquisitions and Investments

Our results of operations also depend on our ability to pursue strategic acquisitions and investments in expanding our global footprints, diversifying our service offerings, and advancing our technologies. We may selectively pursue mergers, acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. However, we cannot assure you that we will make prudent decisions at all times. Our ability to successfully execute or effectively operate, integrate, leverage and grow these investments or strategic partnerships could impact our results of operations and financial conditions.

Impact of COVID-19

The global spread of COVID-19 and the efforts to control it have slowed global economic activity and disrupted, and reduced the efficiency of, normal business activities in much of the world. The pandemic has resulted in authorities around the world implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter in place orders, and factory and office shutdowns. These measures have impacted and will likely continue to impact our workforce and operations, and those of our customers and suppliers.

Delays and congestions at various ports as a result of the COVID-19 restrictions during the pandemic also prolonged the delivery times for certain of our cross-border freight. Additionally, ocean freight carriers have consolidated with the potential for more to occur in the future. COVID-19 has placed significant stress on our global ocean and air freight carriers, U.S. domestic ground transportation carriers as well as other service providers, which may result in reduced carrier capacity or availability, pricing volatility or more limited carrier transportation schedules and other services that we utilize, which could adversely impact our business, financial condition and results of operations.

In response to governmental directives and recommended safety measures, we have implemented personal safety measures at all of our facilities. However, these measures may not be sufficient to mitigate the risk of infection by COVID-19. If a significant number of our employees, or third parties performing key functions, including our chief executive officer and members of our board of directors, become ill, our business may be further adversely impacted.

The impact of COVID-19 pandemic on us in the future will depend on future developments which are highly unpredictable and beyond our control, such as the frequency, duration and severity of the resurgence of COVID-19 and the emergence of new variants, as well as the measures that may be taken by governments around the world in response to these developments, the impact of the pandemic on the global economy and the measures taken by governments to stimulate the general economy. Therefore, we cannot guarantee that the pandemic will not continue to have an adverse effect on our business and results of operations in the future, which may be material.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, service providers and stockholders.

Key Components of Results of Operations

Revenues.    We generate revenues primarily by providing customized cross-border ocean freight solutions and airfreight solutions to customers that specifically cater to their requirements and needs in transporting goods into the U.S. Under the service agreements with our customers, we offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

Cost of Revenues.    Our cost of revenues mainly comprises transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation which includes operating and financing lease-related costs, depreciation expenses of property and equipment and other miscellaneous expenses.

Selling Expenses.    Our selling expenses mainly represent commissions paid to unrelated parities for customer referrals.

General and Administrative Expenses.    Our general and administrative expenses primarily include salaries and employee benefits, professional fees, office expenses, travel expenses, insurance expenses, and amortization expenses.

Other Income.    Our other income primarily consists of rental income and employee retention credit received, if any.

Interest Expenses.    Our interest expenses primarily consist of the interest expenses incurred for finance leases, equipment loans and other loans.

Income Tax Expenses.    Our income tax expenses consist primarily of U.S. federal, state income taxes and replacement tax in the state of Illinois.

Six Months Ended December 31, 2023 Compared to Six Months Ended December 31, 2022

Results of Operations

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the six months ended December 31, 2023 and 2022. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

Revenues

Our total revenues increased by $3.6 million, or 65.5%, to $9.1 million for the six months ended December 31, 2023 from $5.5 million for the same period in 2022. The significant increase was mainly due to the increased revenues generated from our cross-border air freight solutions, partially offset by the decreased revenues generated from our cross-border ocean freight solutions.

Revenues generated from our cross-border ocean freight solutions decreased by $0.5 million, or 12.1% to $3.5 million for the six months ended December 31, 2023 from $4.0 million for the same period in 2022. The decrease was primarily due to a reduction in the volume of cross-border ocean freight that we processed and forwarded from 1,927 TEU of container loads in the six months ended December 31, 2022 to approximately 1,330 TEU of container loads in the six months ended December 31, 2023. For the six months ended December 31, 2023, revenues generated per TEU increased by $569, or 27.4%, to $2,644 per TEU, from $2,075 per TEU for the same period in 2022.

Revenues generated from our cross-border airfreight solutions increased by $4.1 million, or 275.3%, to $5.6 million for the six months ended December 31, 2023 from $1.5 million for the six months ended December 31, 2022, primarily because of an increase in the volume of cross-border air freight that we processed, from approximately 4,660 tons for the six months ended December 31, 2022 to approximately 16,034 tons for six months ended December 31, 2023, as a result of our increased focus on the cross-border airfreight solutions since the second half of the fiscal year ended June 30, 2023, in response to the increased demand for our relevant services driven by the continued growth of the e-commerce industry.

We expect our revenues to continue growing due to the resurgence of the U.S. economy post-COVID-19, ongoing reductions in ocean freight charges stimulating import and export activities, and the persistent trend of online purchases, highlighting the need for prompt delivery to end consumers with competitive pricing.

Revenues by Customer Geographic

Our revenues generated from the Asia-based customers increased by $3.2 million, or 301.1%, to $4.3 million for the six months ended December 31, 2023, from $1.1 million for the six months ended December 31, 2022. Our revenues generated from the U.S.-based customers increased by $0.4 million, or 8.2%, to $4.8 million for the six months ended December 31, 2023, from $4.4 million for the six months ended December 31, 2022.

The significant increase of our revenues generated from the Asia-based customers in the six months ended December 31, 2023 was driven by an increase in the number of our Asia-based customers, in particular those serving large e-commerce platforms, primarily as a result of the increased demand for our relevant services attributable to the overall growth of the e-commerce market in the U.S.

The increase in our revenue generated from the U.S. based customers in the six months ended December 31, 2023 compared to the six months ended December 31, 2022 was primarily due to the increased demand for our relevant services attributable to the continued growth of large e-commerce platforms in the U.S. market.

Revenues derived from our customers that serve large e-commerce platforms increased by $4.6 million, or 243.3%, to $6.5 million for the six months ended December 31, 2023, from $1.9 million for the six months ended December 31, 2022.

Cost of Revenues

A breakdown of our cost of revenues for the six months ended December 31, 2023 and 2022 is as follows:

Our total cost of revenues increased by $3.1 million, or 71.3%, to $7.4 million for the six months ended December 31, 2023, from $4.3 million for the six months ended December 31, 2022, mainly due to:

(i)     an increase in our transportation and delivery costs mainly consisting of trucking, drayage, chassis rental, freight and delivery cost during the six months ended December 31, 2023 which was consistent with the increase in our revenues during same period;

(ii)    an increase in our warehouse service charges which mainly represent the labor costs at our regional warehousing and distribution centers during the six months ended December 31, 2023 as a result of the extended service hours at such centers to process an increased volume of cross-border airfreight;

(iii)   a significant increase in our custom declaration and terminal charges mainly consisting of customs fees, handling charges and entry service fees charged by port and terminals during the six months ended December 31, 2023, as a result of the increase in the aggregate assessed value our cross-border freight, in particular airfreight, during the same period;

(iv)   an increase in our freight arrangement charges which mainly represent more cargo space scheduling and booking fees for our cross-border ocean freight during the six months ended December 31, 2023, primarily as a result of an increase in the business for cross boarder shipping from US to China; and

(v)    a slight increase in our overhead costs which mainly comprise warehouse and equipment lease expenses, utilities expenses, amortization of property and equipment, and other direct costs during the six months ended December 31, 2023, mainly attributable to a slightly increase in our warehouse and equipment lease expenses from $482,349 in the six months ended December 31, 2022 to $527,759 in the six months ended December 31, 2023.

Gross Profit

Our gross profit increased by $0.5 million, or 44.6%, to $1.7 million for the six months ended December 31, 2023, from $1.2 million for the six months ended December 31, 2022, mainly due to an increase in our revenues, partially offset by an increase our cost of revenues as a result of the reasons mentioned above.

Our gross profit margin was 18.9% for the six months ended December 31, 2023, compared with 21.6% for the six months ended December 31, 2022. The decrease in our gross margin was primarily attributable to (i) our higher cost of revenues due to the inflationary environment in the U.S. and (ii) increased labor costs at our regional warehousing and distribution centers due to our increased shift scheduling for the six months ended December 31, 2023 compared to the six months ended December 31, 2022.

Selling Expenses

Our selling expenses was nil and $30,950 for the six months ended December 31, 2023 and 2022, respectively.

General and Administrative Expenses

Our general and administrative expenses increased by $0.8 million, or 88.1%, to $1.8 million for the six months ended December 31, 2023, from $1.0 million for the six months ended December 31, 2022. Our general and administrative expenses represented 20.3% and 17.9% of our total revenues for the six months ended December 31, 2023 and 2022, respectively. The increase was primarily attributed to our increased salary and employee benefit expenses:

(i)     Our salary expenses increased by $0.5 million, or 108.0%, from $0.5 million for the six months ended December 31, 2022 to $1.0 million for the same period in 2023.

(ii)    Our employee benefit expenses, which mainly consist of 401(k) company contribution, meal allowance and health insurance expenses, increased by $76,238, or 62.1%, from $122,679 for the six months ended December 31, 2022 to $198,917 in the six months ended December 31, 2023.

Our salaries and employee benefits represented 66.3% and 62.8% of our total general and administrative expenses for the six months ended December 31, 2023 and 2022, respectively. The increase was mainly due to our increased recruitment of sales, customer services and back-office support personnel for the growing of our business.

Other Income

Our other income decreased by $155,220, or 63.7%, to $88,449 for the six months ended December 31, 2023, from $243,669 for the six months ended December 31, 2022. The decrease was primarily attributable to the termination of a sublease of certain of office and warehouse space by a related party starting from August 2023.

Interest Expenses

Our interest expenses for the six months ended December 31, 2023 remained relatively stable compared to the six months ended December 31, 2022.

Income (Loss) Before Income Taxes

We had loss before income taxes of $216,936 for the six months ended December 31, 2023, and net income before income taxes of $383,380 for the six months ended December 31, 2022. The decrease was mainly due to the increased cost of revenues and the increased general and administrative expenses for the six months ended December 31, 2023 as mentioned above.

Income Tax Expense

We recorded income tax expense of $26,125 and $24,728 for the six months ended December 31, 2023 and 2022, respectively. We did not recognize any current income tax for the six months ended December 31, 2023 due to a net loss, however, we recognized a deferred income tax expense of $8,231 due to temporary differences recognized

and a deferred income tax expense of $17,894 due to the change from an S Corporation to a C Corporation upon the completion of our reorganization on September 23, 2023. For the six months ended December 31, 2022, the Company was taxed at rates of 1.5% and 4.95% for the replacement tax and pass-through-entity tax, respectively.

Net Income (Loss)

As a result of the foregoing, our net loss was $240,036 for the six months ended December 31, 2023, compared with net income of $377,263 for the six months ended December 31, 2022.

Three Months Ended December 31, 2023 Compared to Three Months Ended December 31, 2022

Results of Operations

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the three months ended December 31, 2023 and 2022. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

Revenues

Our total revenues increased by $2.2 million or 84.2%, to $4.9 million for the three months ended December 31, 2023 from $2.7 million for the same period in 2022. The significant increase was mainly due to the increased revenues generated from our cross-border ocean freight solutions and cross-border airfreight solutions.

Revenues generated from our cross-border ocean freight solutions increased by $0.3 million, or 24.1% to $1.8 million for the three months ended December 31, 2023 from $1.5 million for the same period in 2022. The increase was primarily due to an increase in the volume of cross-border ocean freight that we processed and forwarded from 610 TEU of container loads in the three months ended December 31, 2022 to approximately 685 TEU of container loads in the three months ended December 31, 2023, For the three months ended December 31, 2023, revenues generated per TEU increased by $252, or 10.5%, to $2,647 per TEU, from $2,395 per TEU for the same period in 2022. An increase in volume of cross-border ocean freight that we processed for the three months ended December 31, 2023 was primarily due to there were fewer orders during the three months ended December 31, 2022. We also started more orders during the three months ended December 31, 2023 in light of the recovering market.

Revenues generated from our cross-border airfreight solutions increased by $1.9 million, or 156.8%, to $3.1 million for the three months ended December 31, 2023 from $1.2 million for the three months ended December 31, 2022, primarily because of an increase in the volume of cross-border air freight that we processed, from approximately 3,749 tons for the three months ended December 31, 2022 to approximately 8,217 tons for three months ended December 31, 2023, as a result of our increased focus on the cross-border airfreight solutions in response to the increased demand for our relevant services driven by the continued growth of the e-commerce industry.

We expect our revenues to continue growing due to the resurgence of the U.S. economy post-COVID-19, ongoing reductions in ocean freight charges stimulating import and export activities, and the persistent trend of online purchases, highlighting the need for prompt delivery to end consumers with competitive pricing.

Revenues by Customer Geographic

Our revenues generated from the Asia-based customers increased by $2.0 million, or 343.8%, to $2.6 million for the three months ended December 31, 2023, from $0.6 million for the three months ended December 31, 2022. Our revenues generated from the U.S.-based customers increased by $0.2 million, or 11.1%, to $2.3 million for the three months ended December 31, 2023, from $2.1 million for the three months ended December 31, 2022.

The significant increase of our revenues generated from the Asia-based customers in the three months ended December 31, 2023 was driven by an increase in the freight volume of our Asia-based customers, in particular those serving large e-commerce platforms, primarily as a result of the increased demand for our relevant services attributable to the overall growth of the e-commerce market in the U.S.

The increase in our revenue generated from the U.S. based customers in the three months ended December 31, 2023 compared to the three months ended December 31, 2022 was primarily due to increased number of the U.S. based customers as well as increased demand for our relevant services attributable to the continued growth of large e-commerce platforms in the U.S. market.

Revenues derived from our customers that serve large e-commerce platforms increased by $2.7 million, or 304.0%, to $3.5 million for the three months ended December 31, 2023, from $0.8 million for the three months ended December 31, 2022.

Cost of Revenues

A breakdown of our cost of revenues for the three months ended December 31, 2023 and 2022 is as follows:

Our total cost of revenues increased by $1.7 million, or 82.1%, to $3.9 million for the three months ended December 31, 2023, from $2.1 million for the three months ended December 31, 2022, mainly due to:

(i)     an increase in our transportation and delivery costs mainly consisting of trucking, drayage, chassis rental, freight and delivery cost during the three months ended December 31, 2023 which was consistent with the increase in our revenues during same period;

(ii)    an increase in our warehouse service charges which mainly represent the labor costs at our regional warehousing and distribution centers during the three months ended December 31, 2023 as a result of the extended service hours at such centers to process an increased volume of cross-border airfreight;

(iii)   a significant increase in our custom declaration and terminal charges mainly consisting of customs fees, handling charges and entry service fees charged by port and terminals during the three months ended December 31, 2023, as a result of the increase in the aggregate assessed value of our cross-border freight, in particular airfreight, during the same period;

(iv)   a slight increase in our freight arrangement charges which mainly represent scheduling and booking fees for our cross-border ocean freight during the three months ended December 31, 2023, primarily as a result of an increase in our cross-border freight shipments; and

(v)    a slight increase in our overhead costs which mainly comprise warehouse and equipment lease expenses, utilities expenses, amortization of property and equipment, and other direct costs during the three months ended December 31, 2023, mainly attributable to a slightly increase in our warehouse and equipment lease expenses from $224,887 in the three months ended December 31, 2022 to $255,654 in the three months ended December 31, 2023.

Gross Profit

Our gross profit increased by $0.5 million, or 92.1%, to $1.1 million for the three months ended December 31, 2023, from $0.6 million for the three months ended December 31, 2022, mainly due to an increase in our revenues, partially offset by an increase in our cost of revenues as a result of the reasons mentioned above.

Our gross margin was 21.7% for the three months ended December 31, 2023, compared with 20.8% for the three months ended December 31, 2022. Our gross margin remained relatively stable compared to the three months ended December 31, 2022.

Our gross margin was 21.7% for the three months ended December 31, 2023, compared with 16.0% for the three months ended September 30, 2023. Our increase in gross margin primarily resulted from a greater portion of revenue derived from cross-border air freight solutions, which generate higher gross profits, for the three months ending December 31, 2023.

Selling Expenses

We had selling expenses of nil and $14,260 in the three months ended December 31, 2023 and 2022, respectively.

General and Administrative Expenses

Our general and administrative expenses increased by $0.5 million, or 108.3%, to $1.0 million for the three months ended December 31, 2023, from $0.5 million for the three months ended December 31, 2022. Our general and administrative expenses represented 20.0% and 17.7% of our total revenues for the three months ended December 31, 2023 and 2022, respectively. The increase was primarily attributed to our increased salary, office expense and traveling and entertainment expenses:

(i)     Our salary expenses increased by $0.4 million, or 170.5%, from $0.2 million for the three months ended December 31, 2022 to $0.6 million for the same period in 2023.

(ii)    Our office expenses increased by $88,558, or 1,637.8%, from $5,407 for the three months ended December 31, 2022 to $93,965 for the same period in 2023.

(iii)   Our traveling and entertainment expenses, which mainly consist of traveling, entertainment and gift expenses, increased by $67,027, or 321.1%, from $20,873 for the three months ended December 31, 2022 to $87,900 in the three months ended December 31, 2023.

Our salaries and employee benefits represented 66.0% and 57.7% of our total general and administrative expenses for the three months ended December 31, 2023 and 2022, respectively. The increase was mainly due to our increased recruitment of sales, customer services and back-office support personnel for the growing of our business.

Our office expense represented 9.5% and 1.1% of our total general and administrative expenses for the three months ended December 31, 2023 and 2022, respectively. The increase was mainly due to office hardware including monitors and keyboard, printer ink, printer kits and charger purchased and more office supplies consumed due to more staff hired.

Our traveling and entertainment expense represented 8.9% and 4.4% of our total general and administrative expenses for the three months ended December 31, 2023 and 2022, respectively. The increase was mainly due to that we had more business trips during the three months ended December 31, 2023.

The increase in the revenue generated from the U.S.-based customers in fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022 was mainly due to (i) the recovery of economy and shipping schedules in U.S. following the COVID-19, and (ii) an increase in the demand for our relevant services primarily attributable to the continued growth of large e-commerce platforms in the U.S. market.

Cost of Revenues

A breakdown of our cost of revenues for the fiscal years ended June 30, 2023 and 2022 is as follows:

Our cost of revenues increased by $2,511,971, or 32.2%, from $7,796,631 in the fiscal year ended June 30, 2022 to $10,308,602 in the fiscal year ended June 30, 2023. The increase in cost of revenues was mainly due to the combined effect of:

(i)     a significant increase in our custom declaration and terminal charges which mainly comprise customs fees, handling charges and entry service fees charged by port and air terminals during the fiscal year ended June 30, 2023, mainly attributable to a significant increase in the volume and aggregate assessed value of the cross-border airfreight that we processed during the same period that resulted in increased fees charged by air terminals,

(ii)    an increase in our transportation and delivery costs which mainly comprise trucking, drayage, chassis rental, freight and delivery cost in the fiscal year ended June 30, 2023, which was generally in line with the increase in our total revenues during the same period, and

(iii)   an increase in our freight arrangement charges which mainly represent scheduling and booking fees for cross-border ocean freight during the fiscal year ended June 30, 2023, primarily as a result of an increase in our cross-border freight shipments;

partially offset by:

(i)     a decrease in our warehouse service charges which mainly represent labor costs at our regional warehousing and distribution centers, primarily due to a cancellation of our bonus-pay policy at such centers in the fiscal year ended June 30, 2023, pursuant to which workers could receive extra bonus payments from us based on the number of containers that such workers handled, in addition to the regular wages they earn based on their hours, and

(ii)    a decrease in our overhead costs which mainly consist of warehouse and equipment lease expenses, utilities expenses, and other direct costs in the fiscal year ended June 30, 2023, primarily attributable to a decrease of warehouse and equipment lease expenses from $1,054,626 in the fiscal year ended June 30, 2022 to $1,010,345 in the fiscal year ended June 30, 2023.

Gross Profit

Our gross profit increased by $755,384, or 41.8%, from $1,808,905 in the fiscal year ended June 30, 2022 to $2,564,289 in the fiscal year ended June 30, 2023. Our gross profit margin was 19.9% for the fiscal year ended June 30, 2023, as compared with 18.8% for the fiscal year ended June 30, 2022. The increase in the gross profit margin was primarily attributable to the increase in sales and that we offered and promoted our diverse range of services including warehousing and distribution services and customs clearance services to current customers with a higher mark-up, as well as the surging demand of global shipping during and after the COVID-19 pandemic.

Selling Expenses

Our selling expenses increased by $59,297, or 288.9%, from $20,525 in the fiscal year ended June 30, 2022 to $79,822 in the fiscal year ended June 30, 2023. The increase was mainly driven by the significant increase of our revenues in the fiscal year ended June 30, 2023.

General and Administrative Expenses

Our general and administrative expenses increased by $425,172, or 22.3%, from $1,906,140 in the fiscal year ended June 30, 2022 to $2,331,312 in the fiscal year ended June 30, 2023. Our general and administrative expenses represented 18.1% and 19.8% of our total revenues for the fiscal years ended June 30, 2023 and 2022, respectively, primarily because:

(i)     Our payroll expenses increased by $180,009, or 17.7%, from $1,017,073 in the fiscal year ended June 30, 2022 to $1,197,082 in the fiscal year ended June 30, 2023, representing 51.3% and 53.4% of our total general and administrative expenses for the fiscal years ended June 30, 2023 and 2022, respectively. The increase was mainly due to increased average salaries and wages and the fact that we had employed more senior staff.

(ii)    Our employee benefit expenses, which mainly consist of 401K company contribution and health insurance expenses, increased by $79,418, or 51.0%, from $155,590 in the fiscal year ended June 30, 2022 to $235,008 in the fiscal year ended June 30, 2023, representing 10.1% and 8.2% of our total general and administrative expenses for the fiscal years ended June 30, 2023 and 2022, respectively. The increase was mainly due to a full-year impact of 401K contribution in the fiscal year ended June 30, 2023 as the program started in April 2022 and the increase in employee health insurance premiums in the fiscal year ended June 30, 2023.

(iii)   Our depreciation expenses of property, plant and equipment (“PP&E”) increased by $42,172, or 47.6%, from $88,583 in the fiscal year ended June 30, 2022 to $130,755 in the fiscal year ended June 30, 2023, representing 5.6% and 4.6% of our total general and administrative expenses for the fiscal years ended June 30, 2023 and 2022, respectively. The increase was mainly due to the combined effect of: (i) the increase in our PP&E of $116,533 in the fiscal year ended June 30, 2023; and (ii) the impact of full-year amortization of the fixed assets purchased in the fiscal year ended June 30, 2022.

(iv)   We had increased operating lease expenses and professional fees in the fiscal year ended June 30, 2023 due to an expansion of our operations.

Other Income, Net

Our other income increased by $701,949, or 382.4%, from $183,552 in the fiscal year ended June 30, 2022 to $885,501 in the fiscal year ended June 30, 2023. The increase was mainly due to the combined effect of: (i) the increase in rental income of $367,346 due to office and warehouse areas and parking lots subleased to a related party at cost from February 2022 (later terminated in September 2023); and (ii) the recognition of employee retention credit of $337,992 in the fiscal year ended June 30, 2023.

Interest Expenses

Our interest expenses increased by $54,919, from $68,681 in the fiscal year ended June 30, 2022 to $123,600 in the fiscal year ended June 30, 2023. The increase in interest expense was mainly due to the increase loan interest of $52,224 in connection with a private loan of $300,000 with interest rate of 15% arranged in March 2022, as a result of which, 12-month interest expenses were recorded in the fiscal year ended June 30, 2023 while 3-month interest expenses were recorded in the fiscal year ended June 30, 2022.

Income (Loss) Before Income Taxes

We had income before income taxes of $1,008,798 in the fiscal year ended June 30, 2023 and loss before income taxes of $2,889 in the fiscal year ended June 30, 2022. Increase in income before taxes for the fiscal year ended June 30, 2023 was primarily attributable to the net effect of: (i) the increase in gross profit of $755,384; (ii) the increase in operating expenses of $390,727; and (iii) the increase in other income of $701,949.

Income Tax Expense

We had income tax expense of $65,068 in the fiscal year ended June 30, 2023 which was taxed at rates of 1.5% and 4.95% for the replacement tax and pass-through-entity tax, respectively. The income tax provision in fiscal year ended June 30, 2022 was nil, due to our loss position.

Net Income (Loss)

As a result of the foregoing, our net income increased to $943,730 in the fiscal year ended June 30, 2023. We were in a net loss position of $2,889 for the fiscal year ended June 30, 2022.

Liquidity and Capital Resources

As of December 31, 2023, we had a cash balance of $0.3 million. Our current assets were $3.2 million, and our current liabilities were $4.6 million, which resulted in a current ratio of 0.70:1. Total stockholders’ equity as of December 31, 2023 was $0.6 million.

As of December 31, 2023 and June 30, 2023, we had accounts receivable net of allowance of $2.0 million and $1.4 million, respectively. We periodically review our accounts receivable and allowance level in order to ensure our methodology used to determine allowances is reasonable and accrued additional allowances if necessary. For the accounts receivable, as of December 31, 2023 and June 30, 2023, we provided credit loss allowance of $75,500 and $25,909, respectively, against the accounts receivable balances.

In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. We have historically funded our working capital needs primarily from operations, loans, as well as working capital loans from stockholders. Our working capital requirements are affected by the efficiency of our operations, the numerical volume and dollar value of our revenue contracts, the progress or execution on our customer contracts, and the timing of accounts receivable collections.

As of December 31, 2023, we had a working capital deficit of $1.4 million. Currently, we are working to improve our liquidity and secure additional capital sources through various short-term and long-term strategies. In the short term, we intend to mainly focus on the followings:

(i)     enhancing the collection of outstanding accounts receivable balance, as a result of which, subsequent to December 31, 2023 and through March 31, 2024, we had collected approximately $1.7 million, representing 78.9% of the accounts receivable balance as of December 31, 2023, and our accounts receivable turnover days was 35 days for the three months ended December 31, 2023;

(ii)    collecting the balance of due from related parties in full of approximately $0.7 million by June 30, 2024;

(iii)   continued expansion of our business and service scope to achieve anticipated levels of revenues, while continuing to control costs;

(iv)   commitments by our stakeholders in providing working capital loans to us when needed; and

(v)    actively seeking favorable equity financings, including through this offering, and obtaining additional bank loans to meet our capital requirements.

In the long term, we anticipate generating sufficient cash flow from our operations, utilizing cash from equity investment, obtaining additional bank loans and other borrowings to meet our capital requirements to fund our operations and growth plans. Based on our current operating plan, our management is confident that the measures mentioned above will collectively furnish us with sufficient liquidity to meet our future liquidity and capital requirements for at least 12 months from the date of this prospectus.

(ii)    We leveraged credit terms granted by our vendors and increased the credit limits of our corporate credit cards to optimize our cash flow position.

(iii)   We reduced the collection cycle on both advances from related parties and accounts receivable from related parties during the six months ended December 31, 2023, compared to the six months ended December 31, 2022.

Net cash provided by operating activities was $39,303 in the fiscal year ended June 30, 2023, including net income of $943,730, adjusted for non-cash items for $927,316 and changes in working capital of negative $1,831,743. The non-cash items primarily included $826,284 non-cash operating lease expense, $130,755 depreciation and amortization, $31,780 depreciation of right-of-use finance assets, offset by $93,742 from reversal of allowance for expected credit loss, and impacted by an increase of $32,239 from deferred state tax expense. The adjustments for changes in working capital mainly included an increase of $506,152 in accounts receivable — third parties due to significant increase of revenues in the fiscal year ended June 30, 2023, an increase of $579,496 in due from related parties because of unpaid rental income, a decrease of $101,896 in accounts payable — related parties, and a decrease of $833,365 in operating lease liabilities, partially offset by an increase of $57,701 in accrued liabilities and other payables, a decrease of $54,441 in contract assets, an increase of $32,829 in tax payable and a decrease of $18,672 in prepayment and other deposit.

Net cash provided by operating activities was $261,545 in the fiscal year ended June 30, 2022, including net loss of $2,889, adjusted for non-cash items for $903,950 and changes in working capital of negative $639,516. The non-cash items primarily included $798,727 non-cash operating lease expense, $88,583 depreciation and amortization and $16,640 depreciation of right-of-use finance assets. The adjustments for changes in working capital mainly included an increase of $151,747 in due from related parties because of unpaid rental income, an increase of $91,295 in prepayments, an increase of $72,174 in contract assets, a decrease of $119,940 accounts payable — third parties, a decrease of $836,557 in operating lease liabilities, partially offset by a decrease of $178,015 in accounts receivable — third parties, an increase of $467,309 in accounts payables — related parties and an increase of $23,758 in accrued expense and other payables.

The $222,242 decrease in cash provided by operating activities in the fiscal year ended June 30, 2023 compared to the prior year was primarily due to an increase of $1,192,227 in cash outflow from working capital due to timing of vendor payments, client payments and related parties payment, offset by $946,619 increase to net income from operations.

In our ordinary course of business, we typically grant a credit term of 15 days to customers that are independent third parties for their accounts receivable balances, while our major vendors generally provide us with a credit term of 30 days. Historically, our credit terms with related parties were more flexible. The increase of $1,192,227 in cash outflow from the working capital in the fiscal year ended June 30, 2023 compared to the prior fiscal year was primarily attributable to:

(i)     a significant increase in our revenue for the fiscal year ended June 30, 2023, which resulted in significantly higher accounts receivable balances from non-related-party customers as of June 30, 2023, thereby impacting our cash flow position;

(ii)    a slower collection cycle from related-party customers for both accounts receivable and advances from the related parties for the fiscal year ended June 30, 2023; and

(iii)   a reduction in accounts payable to related parties as of June 30, 2023.

Investing Activities

Net cash used in investing activities was $78,799 and $3,226 for the six months ended December 31, 2023 and 2022, respectively. On August 4, 2023, we reduced our unpaid registered capital contribution in our investee company in China, namely ABL Wuhan, and concurrently, the third-party shareholders increased their registered capital contribution accordingly. Following this change, the third-party shareholders own 80% of equity interest and we own 20% of equity interest in ABL Wuhan. Consequently, ABL Wuhan ceased to be our subsidiary after August 4, 2023. Therefore, we had cash outflow of $48,893 upon deconsolidation of a subsidiary and payment for registered capital of $29,906 during the six months ended December 31, 2023. Net cash used in investing activities for the six months ended December 31, 2022 was primarily attributable to our purchases of property and equipment.

Net cash used in investing activities was $18,288 in the fiscal year ended June 30, 2023, compared to net cash used in investing activities of $124,299 in the fiscal year ended June 30, 2022. The decrease in net cash used in investing activities was primarily attributable to the reduced purchase of property and equipment and using financing on addition of equipment in the fiscal year ended June 30, 2023.

Financing Activities

Net cash used in financing activities was $15,538 and $118,652 for the six months ended December 31, 2023 and 2022. The decrease in net cash used in financing activities was mainly due to the proceeds from loans of $225,000 that we borrowed, and net proceeds from shareholders by $158,455, partially offset by repayment of loans, vehicle loans and equipment loans of $245,564, and the payment for deferring offering cost of 140,000 during the six months ended December 31, 2023. The net cash used in financing activities for the six months ended December 31, 2022 was primarily attributable to repayment of equipment and vehicle loans of $98,255 and net repayment to our stockholders of $12,235.

Net cash used in financing activities was $253,088 in the fiscal year ended June 30, 2023, compared to net cash provided by financing activities of $66,333 in the fiscal year ended June 30, 2022. The net cash used in financing activities in the fiscal year ended June 30, 2023 was primarily attributable to the net repayment of vehicle loans and equipment loans by $205,462. The net cash provided by financing activities in the fiscal year ended June 30, 2022 was primarily attributable to combined effect of net proceeds from loan of $232,214 and net repayment to stockholders of $144,141.

Capital Expenditures

Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to $116,533 and $327,716 in the fiscal years ended June 30, 2023 and 2022, respectively. We had capital expenditures of $nil and $3,226 in the six months ended December 31, 2023 and 2022, respectively. Subsequent to December 31, 2023 and as of the date of this prospectus, there have been no material commitments for capital expenditures. We intend to fund our future capital expenditures with our existing cash balance, proceeds of loans, working capitals loans from stockholders and the proceeds from this offering.

Commitments and Contractual Obligations

As of December 31, 2023, our contractual obligations consist of the following:

Off-Balance Sheet Commitments and Arrangements

There were no off-balance sheet arrangements as of and for the fiscal years ended June 30, 2023 and 2022 and the six months ended December 31, 2023, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past two years, we continually evaluate these estimates and assumptions based on the most

recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

Despite the fact that the management determines there are no critical accounting estimates, the most significant estimates relate to allowance for credit losses, for which we are required to estimate the collectability of accounts receivable and allowance for doubtful accounts, and contract asset relating to shipment in transit.

The estimates were based on a number of factors including historical experience, the age of the accounts receivable balances, the credit quality of customers, current and reasonably expected future economic conditions, and other factors that may affect our ability to collect from customers.

The estimated contract asset is based on the estimated completion percentage of the performance obligation. We believe that customers simultaneously benefit from the comprehensive services it provides. For customers with goods entering the United States, we offer customs clearance, container unloading, storage, unpacking, packing, and transportation services to customer-specified locations after the goods arrive at a U.S. seaport or airport. For customers shipping goods overseas, we provide cargo space arrangement, storage, packing, export customs clearance, and transportation to the seaport or airport for loading. The performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another. As a result, we recognize revenue over time. We believe that the methodology employed is comparable to that of other global logistics companies and offers faithful depiction of the services rendered to customers.

While our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies that affect the preparation of financial statements.

Recent Accounting Pronouncements

We consider the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews newly issued accounting standards.

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard will become effective for us beginning January 1, 2024, using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on our financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for us beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. We do not expect the adoption to have a material impact on our consolidated financial statements.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for years beginning after December 15, 2023 and interim periods within those years. We do not expect the adoption to have a material impact on our consolidated financial statements.

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the our consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

BUSINESS

Mission

We aspire to become a U.S.-backed cross-border supply chain corridor that connects Asia and North America with efficiency, reliability, and affordability.

Overview

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China and South Korea. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

Founded in Chicago, Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Since inception and as of December 31, 2023, we had served over 300 customers to fulfill over 33,000 cross-border supply chain solution orders.

We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. Since inception and as of December 31, 2023, we had collaborated with almost all major global ocean and air carriers to forward 28,400 TEU of container loads and 37,800 tons of air cargo. As of December 31, 2023, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

We operate two massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 75,014 square feet and 34 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with over 150 warehouses and distribution terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in states other than Illinois and Texas. Further, we collaborate with licensed customs brokerage experts to help our customers clear shipments importing into the U.S. As of December 31, 2023, we had assisted with the customs clearance of cross-border freight of an aggregate assessed value of over $30.0 million.

Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. For the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2022 and 2023, our revenues amounted to $9.6 million, $12.9 million, $5.5 million and $9.1 million, respectively, and our gross profit amounted to $1.8 million, $2.6 million, $1.2 million and $1.7 million during the same periods, respectively. As of December 31, 2023, we had fulfilled over 33,000 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, delivered to thousands of business and residential addresses in approximately 48 U.S. states.

Solutions and Services

We primarily offer cross-border ocean freight solutions and airfreight solutions in the U.S. that are specifically tailored to our customers’ requirements and needs in transporting goods into the U.S.

Services under our cross-border ocean freight solutions and cross-border airfreight solutions typically include (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation.

Cross-border Freight Consolidation and Forwarding Services

As a licensed non-vessel operating common carrier, or NVOCC and indirect air carrier, we provide cross-border ocean and air freight consolidation and forwarding services either as a freight consolidator or agent for an ocean or air shipping carrier. Solutions under our cross-border freight consolidation and forwarding services include:

Ocean freight consolidation and forwarding: As an ocean freight forwarder, we contract with ocean shipping carriers and/or other sizeable ocean freight forwarders to obtain transportation for a fixed number of containers between various points during a specific time period at agreed-upon rates. We handle both full container loads and less-than-container load freight, offering a wide range of shipping options and rates than available with carriers directly.

Airfreight consolidation and forwarding: As an airfreight forwarder, we purchase cargo capacity from airlines and/or other sizeable airfreight forwarders on a volume basis and resell the space to our customers. We determine the routing, consolidate individual, unconsolidated shipments bounds for a particular airport distribution point, and then select the airline for transportation to the distribution point, where we then arrange for the consolidated lot to be broken into its component shipments and for the transportation of each individual shipments to its final destination.

Through long-term cooperations with almost all major global ocean carriers and air carriers, we offer our freight consolidation and forwarding service customers a wide footprint globally to cater to their shipping and space needs throughout the year, including during peak periods. Since our inception and as of December 31, 2023, through cooperations with almost all major global ocean carriers and air carriers, we had served over 300 customers to forward cross-border shipments consisting of over 28,400 TEU of container loads and 37,800 tons of air cargo.

Customs Clearance Services

We provide customs clearance services to our customers in conjunction with our other service offerings. We typically collaborate with licensed customs brokerage experts to help our customers clear shipments importing into the U.S. through customs by preparing and filing required documentation, calculating and providing for payment of duties, taxes and fees on behalf of our customers as well as arranging for any required inspections by governmental agencies such as the U.S. Customs and Border Protection, or CBP. Our customs clearance services include screening commercial documentation for assessed value, country of origin, application for special trade programs and classification. Since our inception and as of December 31, 2023, we had assisted with the customs clearance of cross-border freight of an aggregate assessed value of over $30.0 million.

Warehousing and Distribution Services

For cross-border freight we pick up at ocean ports and airports that require storage, fulfilment, trans-loading, palletizing, packaging or distribution, we offer ancillary warehousing and distribution services at our two regional warehousing and distribution centers in Illinois and Texas, adjacent to the O’Hare International Airport and Dallas Fort Worth International Airport, respectively, and are connected to almost all major U.S. domestic railroads and/or ports. With an aggregate gross feet area of approximately 75,014 square feet and 34 docks, our regional warehousing and distribution centers have an aggregate daily operation capacity of up to 3,000 cubic meters of freight for storage, packaging and other fulfilment services. Our regional warehousing and distribution centers are generally utilized by multiple customers at a time so that such customers may benefit from cost savings related to shared space, labor, equipment and other efficiencies.

U.S. Domestic Ground Transportation Services

We provide flexible, cost-competitive full-truckload and less-than-truckload ground transportation of cross-border freight to businesses and residences in the U.S. either directly from port to door, or from our regional warehousing and distribution centers to such domestic addresses. Our U.S. domestic ground transportation services are offered through an extensive network in collaboration with our ground transportation service providers.

As of December 31, 2023, we had established a ground transportation network in collaboration with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, capable of delivering to thousands of business and residential addresses in approximately 48 U.S. states, on a long-term, short-term or order basis, as the case may be.

In addition, through establishing in-depth and long-standing partnerships with leading supply chain service providers in Asia for domestic supply chain services in the U.S., we have opened pathways to e-commerce and social commerce and have empowered several Asia-based e-commerce and social commerce platform giants to sell into the U.S. more easily and to deliver small-package goods to end consumers in the U.S. more smoothly.

Market Opportunity

The cross-border supply chain solutions industry is highly fragmented with thousands of companies of various sizes competing in domestic and international markets. The overall opportunities in the cross-border supply chain solutions sector are significant. According to McKinsey(1), the cross-border supply chain solutions sector is expected to see a significant growth in the coming years. It is estimated that the market size of cross-border e-commerce will expand to around $1 trillion in merchandise value by 2030, from a current value of approximately $300 billion.

We maintain a strong focus on the Asian market. According to McKinsey(2), Asia is expected to account for 57% of the growth of the global e-commerce logistics market between 2020 and 2025, making it one of the most important regions for global trade and logistics activities going forward. Our concentration on the Asian market enables us to develop in-depth expertise in serving Asian countries such as China and South Korea and provides us an edge in understanding the nuances and demands in this rapidly evolving market.

Partnering with almost all major global ocean and air carriers, our vast network of global freight carrier partners and in-depth connections with U.S. ground transportation providers can offer customers consistent services, even during peak periods. Such service reliability can be significantly beneficial for e-commerce platforms, social commerce platforms and manufacturers that often times may face supply chain disruptions during peak seasons.

Strengths

We believe the following strengths contribute to our success and differentiate us from our competitors:

Fast-growing U.S.-based cross-border supply chain solution provider with a unique focus on the Asian market

We are an integrated cross-border supply chain solution provider based in the U.S. with a strategic focus on the Asian market. Leveraging our strong cross-border supply chain service capabilities, superior service quality, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to provide our Asia-based customers with individually-tailored solutions that specifically cater to their requirements and needs in transporting goods into the U.S. Our solutions encompass a wide variety of services such as cross-border ocean and air freight consolidation and forwarding, customs clearance, warehousing and distributing as well as U.S. domestic ground transportation.

We have grown our business rapidly since our inception in 2018. As an Asian American-owned business deeply rooted in the U.S., our accumulated insights and deep understanding of both the U.S. and Asian international trading and logistics service markets have enabled us to build up our brand and reputation cross-border and achieve fast growth since our inception. As of December 31, 2023, we operated two regional warehousing and distribution centers in the U.S., in Illinois and Texas, and we had served over 300 customers and fulfilled over 33,000 cross-border supply chain solution orders for ocean freight and airfreight of an aggregate assessed value of $1.0 billion delivered to thousands of business and residential addresses in approximately 48 U.S. states.

____________

(1)      McKinsey, Signed, sealed, and delivered: Unpacking the cross-border parcel market’s promise (March 2022), https://www.mckinsey.com/industries/travel-logistics-and-infrastructure/our-insights/signed-sealed-and-delivered-unpacking-the-cross-border-parcel-markets-promise#.

(2)      McKinsey, Asia: The highway of value for global logistics (May 2021), https://www.mckinsey.com/featured-insights/asia-pacific/asia-the-highway-of-value-for-global-logistics.

Our revenues increased from $9.6 million for the fiscal year ended June 30, 2022 to $12.9 million for the fiscal year ended June 30, 2023 and from $5.5 million for the six months ended December 31, 2022 to $9.1 million for the six months ended December 31, 2023. The total number of our cross-border supply chain solution orders fulfilled increased significantly from over 5,000 for the fiscal year ended June 30, 2022 to over 10,000 for the fiscal year ended June 30, 2023, and from over 4,000 for the six months ended December 31, 2022 to over 8,000 for the six months ended December 31, 2023, while the total number of our customers increased from approximately 140 to 190 and from approximately 130 to 150, respectively, during the same periods.

Extensive service provider network of global freight carriers and U.S. ground transportation carriers

We have established an extensive, long-standing service provider network of global freight carriers for our cross-border freight consolidation and forwarding services. Since inception and as of December 31, 2023, we had collaborated with almost all major global ocean and air carriers to serve over 300 customers to forward cross-border shipments consisting of over 28,400 TEU of container loads and 37,800 tons of air cargo. We have also established a massive, in-depth and long-standing U.S. domestic ground transportation service provider network in collaboration with domestic ground transportation carriers. As of December 31, 2023, we had cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be. We believe such extensive collaboration network has enabled us to provide our customers with more flexible and optimized options of origin ports, shipping routes, shipping frequency and delivery times that suit their needs better.

Symbiotic relationships with a large base of customers with high demands for supply chain solutions

We forge symbiotic relationships with a large base of customers that are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. Since inception and as of December 31, 2023, we had served over 300 customers with over 33,000 cross-border supply chain solution orders fulfilled. We believe our solutions have become a vital, indispensable part of our customers’ international trading and/or service value chain. Our solutions lift the burden associated with searching for, contracting with, coordinating with and paying various freight carriers, customs brokers and U.S. domestic transportation brokers on individual basis and enable our customers to commit their limited operational and managerial resources to their core business activities and achieve their business objectives cost-effectively. For example, we are among the earliest U.S.-based third-party supply chain service suppliers of a top integrated logistics service provider headquartered in China and have served this customer for over three years, enabling this customer to effectively obtain integrated supply chain capabilities and expertise in the U.S. without having devoted substantial operational resources and costs. Leveraging our strong supply chain service capabilities and deep understanding of the Asian market, we have been able to provide our Asia-based customers with customized solutions that specifically cater to their needs. We believe our customized cross-border supply chain solutions offer compelling value propositions to our customers, allowing us to become their go-to third-party service suppliers for exporting and transporting into the U.S.

Persistent focus on providing superior service efficiency and quality

We are driven by a persistent focus on providing highly efficient quality services to our customers. We have standardized, unified and streamlined the protocols and criteria of our wide variety of supply chain service offerings, aiming to provide reliable and best-quality services to customers. For example, we manage our cross-border freight consolidation and forwarding services and our U.S. domestic ground transportation services to specific objectives, such as high customer service scores for on-time delivery and damage-free freight. During the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, among our overall cross-border ocean freight and airfreight supply chain solution orders, the damage rate of the total shipments delivered through our service network of global freight carriers and U.S. domestic ground transportation carriers consistently maintained less than 1.0%. We have also established a customer support regime that is available from 8am to 11pm, seven days a week, to address the needs of our international customers. During the fiscal years ended June 30, 2022 and 2023 and the six months ended December 31, 2023, over 37.0%, 40.0% and 42.0% of our customers were repeat customers.

Visionary and accomplished young management team with strong industry expertise and in-depth understanding of Asian market

We were founded by two Asian American entrepreneurs who have worked closely together for over seven years. Mr. Henry Liu, our co-founder, chairman of the board of directors and chief executive officer, is a successful Asia-born, U.S.-educated entrepreneur. Mr. Shuai Li, our co-founder, president and chief operating officer, is also of an Asian descent. We benefit from the leadership of such management team with prominent strategic visions, in-depth industry expertise, extensive managerial and operational experience as well as deep understanding of both the U.S. and Asian market. The key members of our management have an average of more than ten years of experience in the logistics service industry. We believe our management’s industry expertise, coupled with their vision and entrepreneurial spirit, has enabled us and will continue to enable us to navigate in the cross-border supply chain solution market successfully.

Growth Strategies

We believe that we have a significant opportunity before us, both to further our mission and to strengthen our business and grow our revenues. We are focused on the following strategies to drive our growth:

Solidify our competitive edge and further grow customer base

We have established a global ocean freight and airfreight carrier collaboration network as well as an extensive U.S. domestic ground transportation collaboration network that cater to the needs of our large base of customers in Asia seeking integrated cross-border supply chain solutions, and we have achieved a robust revenue growth during the past few years. We intend to solidify our competitive edge in the cross-border ocean freight solution sector and further grow the scale of our cross-border airfreight solution operations. We seek to deepen the strategic long-term relationships with our global ocean and air carrier service provider as well as U.S. domestic transportation service providers, tap into new markets with them and explore new ways of collaborations. On the other hand, we strive to strengthen our branding and sales efficiencies, increase our presence in Asia and the globe as a U.S.-based integrated cross-border supply chain solution provider, capitalize on the massive opportunities for cross-border supply chain solutions within the thriving global social commerce market driven by consumer purchases directly through social media channels, and expand our customer base globally. We will also continue to optimize our service quality and enhance the experience and loyalty of our customers.

Expand our global footprints more extensively

We seek to provide integrated supply chain solutions to customers globally. We believe there are significant opportunities in the merchandise trade between the U.S. and emerging economies in Southeast Asia and South America, which we intend to leverage on and further expand our global footprints. For example, in addition to our two existing regional warehousing and distribution centers in Illinois and Texas, we plan to establish new hubs and centers in other major border cities in the U.S., such as Houston, Texas and Miami, Florida to cater to the needs in cross-border supply chain solutions from customers in Canada and South America. We also plan to expand our already extensive coverage of Asia-to-U.S. shipping routes provided by our ocean carrier service providers and allow our customers in Asia to have more flexible and optimized options of origin ports, shipping routes and shipping frequency. Moreover, we aim to extend our carrier collaboration network’s reach to penetrate Europe and bring our integrated and streamlined cross-border supply chain solutions to European customers, facilitating the flow of goods from Europe to the U.S. as well as elsewhere in the world.

Diversify and increase the breadth and depth of our service offerings through an organic growth and/or mergers and acquisitions

We intend to expand our portfolio of supply chain solutions and diversify our service offerings to more upstream and downstream sectors throughout the entire international trade value chain through an organic growth and/or mergers and acquisitions. For example, leveraging our existing extensive cross-border logistics network and strong supply chain management capabilities, we plan to expand into the prospective trading market and establish integrated cross-border trading businesses in free-trade zones with a focus on the export of U.S.-made consumer goods to the Asian market and the import of Asia-made consumer goods into the U.S. In addition, we plan to continue to deepen and broaden our current supply chain service offerings by (i) expanding the categories of cargo transported through our cross-border ocean freight solutions and airfreight solutions to cover special cargo, including

dangerous goods such as lithium batteries, perishable cargo, wet cargo, and temperature-sensitive goods, and (ii) launching new services such as last mile, inventory management and one-stop multi-model solutions, with an aim to bring more value-adds to our customers.

Optimize operational efficiency and maintain premier service quality

We aim to drive further the operational efficiency of each service offering under our cross-border ocean freight and airfreight solutions, reduce costs and maximize the overall profitability. For example, in addition to utilizing a core technology platform which streamlines and monitors our various service offerings in real time, we plan to upgrade the standardization machinery, systems and functions at our regional warehousing and distribution centers, including to further invest in automation equipment such as industrial conveyor belts to advance the automation processes of sorting, packaging, distribution and trans-loading at these regional centers. We will also continue to strengthen the training of our personnel among the various function departments and adopt a holistic yet rigorous service quality management approach to ensure the premier quality of each service offering under our integrated cross-border supply chain solutions.

Continue to invest in and advance our technologies

We plan to continue to invest in and further digitize our technology platform to address our needs or those of our customers. We believe that efficient and effective use of information technology and advanced automation systems will allow us to further enhance our competitive position and drive our continued growth and profitability. We intend to establish a core technology platform which encompasses our warehousing and distribution system, pricing engine, cross-border ocean and air carrier interface as well as U.S. domestic ground transportation carrier interface, allowing our customers to track the movement of their cross-border freight from end to end. In addition, we aim to develop a proprietary suite of intelligent tools and analytics, incorporating dynamic data science, predictive analytics and machine learning, to aid our daily operations and drive further productivity across our various cross-border supply chain service offerings.

Our Geographic Footprints

As of December 31, 2023, the geographic footprint of our cross-border supply chain solution services had covered two countries in Asia and approximately 48 states in the U.S.

The following map illustrates our global and U.S. domestic geographic footprints as of December 31, 2023.

Service Provider Network

We have established an extensive and long-standing service provider network of (i) global freight carriers and (ii) U.S. domestic ground transportation carriers. Since inception and as of December 31, 2023, we had collaborated with almost all major global ocean and air carriers to serve over 300 customers to forward cross-border shipments consisting of over 28,400 TEU of container loads and 37,800 tons of air cargo. We had also cooperated with over 200 domestic ground transportation carriers including almost all major U.S. domestic ground transportation carriers with a domestic ground transportation network of approximately 60,000 drivers and 150 terminals as of December 31, 2023, on a long-term, short-term or order basis, as the case may be. We also collaborate with licensed customs brokerage experts to help our customers clear shipments.

Under our extensive collaboration network, we enable and empower global ocean freight carriers, airfreight carriers, licensed cross-border customs brokers as well as U.S. ground transportation carriers to connect and collaborate, providing reliable, timely and integrated services to our customers.

Our ability to provide services to our customers is highly dependent on good working relationships with these service providers. Maintaining acceptable working relationships with these service parties has gained increased importance in particular as a result of the effect of the pandemic, ongoing concern over terrorism, security, changes in governmental regulation and oversight of international trade. We use a consistent approach in selecting and managing the service suppliers across all of our solution and service offerings, beginning with a rigorous qualification and risk-based diligence process. We only select and engage compliance-focused, efficiently-run and growth-oriented service providers with superior service quality based upon defined value elements and are intentional in our relationship and performance management activities. We consider our current working relationships with these service providers to be satisfactory. However, changes in the financial stability and operating capabilities and capacity of asset-based carriers, capacity allotments available from carriers, governmental regulation or deregulation efforts, modernization of the regulations governing customs brokerage, and/or changes in governmental restrictions, quota restrictions or trade accords could affect our business in unpredictable ways.

Technology

One of the ways in which we deliver superior service to our customers is by empowering our employees with technology. Our industry is evolving, and customers tend to de-risk their supply chains by forming relationships with reliable service providers that have invested in innovation.

We have built a highly scalable proprietary technology platform on the cloud — the American Bear Logistics Datatool Management Platform, which streamlines our variety of service offerings and promotes our overall operating efficiency. Our technology platform, powered by sophisticated analytics of the massive amounts of route and price data derived from the past provision of our solutions and services, (i) optimizes the route-building and pricing for both our cross-border freight forwarding and domestic ground transportation services, (ii) allows for automated, real-time fee quotes for our cross-border ocean freight solutions and airfreight solutions between almost any origin and destination ports at any time and (iii) provides for automatic contractual account management, document generation and recordkeeping.

In addition, for our two regional warehousing and distribution centers, we developed an intelligent warehousing system which allows us to manage our storage remotely, prevents stockouts and overstocking and enables intelligent replenishment and order fulfilment. For example, this warehousing system automatically sends alerts when inventory levels reach predetermined thresholds, ensuring timely restocking and promoting operational efficiency.

We have developed reliable and stable network infrastructure to ensure high availability and a low risk of downtime. We primarily utilize third-party cloud service providers to host our network infrastructure for core operational functionality, data backup, and intelligence application.

We process a large amount of freight-related data on our platform. We take the privacy of personal data and confidential information seriously and have implemented an internal data security management policy. We also utilize a system of firewalls to prevent unauthorized access to our internal systems. Our technology department monitors the performance of our websites, technology systems and network infrastructure and responds promptly to potential problems. We also review, improve and iterate our data privacy policies and security foundation on a continued basis.

Facilities

We lease approximately 65,981 square feet in Itasca, Illinois, including approximately 8,838 square feet for our U.S. headquarters and 57,143 square feet for a regional warehousing and distribution center. The lease of our facility in Itasca, Illinois expires in April 2026 with an option to extend the lease for an additional five-year term. We also lease approximately 19,451 square feet in Southlake, Texas, where we operate another regional warehousing and distribution center. The lease of this facility expires in April 2026 with an option to extend the lease for an additional five-year term.

We believe our existing facilities are sufficient for our current needs and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any such expansion of our operations.

Regional Warehousing and Distribution Center

Industry Dynamics

The cross-border supply chain solutions sector is a dynamic and growing market. The global cross-border business-to-consumers, or B2C, e-commerce market size was valued at $894.0 billion in 2022 and the worldwide cross-border B2C e-commerce market size is expected to reach $8,138.3 billion by 2032, according to Spherical Insights & Consulting(1). The global third-party logistics market size is expected to reach $1.9 trillion by 2030, representing a compound annual growth rate (“CAGR”) of 8.4% from 2022 to 2030, according to Global Industry Analysts, Inc(2). The United States freight and logistics market size is estimated at $1.3 trillion in 2024 and is expected to reach $1.6 trillion by 2029, growing at a CAGR of 4.0% from 2024 to 2029, according to Mordor Intelligence(3).

The overall dynamics of the market are being shaped by several factors discussed in more detail below, including the rise of e-commerce, the importance of supply chain resilience, and the ongoing U.S.-China trade war.

The Rise of E-commerce

The rise of e-commerce has been a major driver of growth in the cross-border supply chain solutions sector. E-commerce has made it possible for businesses to sell their products to customers worldwide, creating a growing demand for faster and more efficient shipping of goods from China to the United States.

For several reasons, e-commerce is driving demand for faster and more efficient shipping. First, e-commerce customers are used to getting their orders quickly. They expect to receive their orders within a few days and are unwilling to wait longer. Second, e-commerce businesses are competing to offer the best possible shipping options. Businesses offering faster and more efficient shipping are more likely to win customers.

The rise of e-commerce is also leading to a shift in how businesses manage their supply chains. In the past, businesses would typically ship goods from Asia to the United States in large containers. However, e-commerce businesses need to ship smaller quantities of goods more frequently. This is leading to a demand for more flexible and agile supply chains.

The demand for faster and more efficient shipping creates opportunities for businesses offering innovative solutions. For example, some businesses are using drones to deliver goods in urban areas. Others are using blockchain technology to track the movement of goods through the supply chain.

____________

(1)      Spherical Insights & Consulting, Global Cross-Border B2C E-Commerce Market Size To Exceed USD 8138.31 Billion by 2030 | CAGR of 24.7% (May 2023), https://www.sphericalinsights.com/press-release/cross-border-b2c-e-commerce-market.

(2)      Global Industry Analysts, Inc., Third Party Logistics (3PL) — Global Strategic Business Report (February 2024), https://www.researchandmarkets.com/reports/2255360/third_party_logistics_3pl_global_strategic.

(3)      Mordor Intelligence, United States Freight and Logistics Market Size & Share Analysis — Growth Trends & Forecasts up to 2029 (February 2024), https://www.mordorintelligence.com/industry-reports/united-states-freight-logistics-market/market-size.

The rise of e-commerce is a major trend that significantly impacts the cross-border supply chain solutions sector. This trend will likely continue in the coming years as e-commerce grows in popularity.

The Importance of Supply Chain Resilience

The increasing importance of supply chain resilience is a major trend in the cross-border supply chain solutions sector. Businesses are becoming increasingly aware of the risks associated with disruptions in their supply chains and are looking for ways to mitigate these risks. This leads to increased demand for solutions to help businesses improve their supply chain’s resilience.

There are several reasons why businesses are becoming more concerned about supply chain resilience. First, the world is becoming more interconnected, which means that disruptions in one part of the world can have ripple effects on other parts of the world. Second, the frequency and severity of disruptions are increasing. Third, the cost of disruptions is increasing.

There are several things that businesses can do to improve the resilience of their supply chains. These include:

•        Diversifying their supply chains means sourcing goods from multiple suppliers in multiple countries. This can help to reduce the risk of disruptions.

•        Building redundancy into their supply chains means having backup plans in place in case of disruptions. For example, businesses could use multiple modes of transportation or have multiple warehouses.

•        Using technology to track their supply chains: This can help businesses to identify potential disruptions early on and to take steps to mitigate the risks.

•        Having a risk management plan: This plan should identify the potential risks to the supply chain and the steps that will be taken to mitigate those risks.

The increasing importance of supply chain resilience is a major trend that is having a significant impact on the cross-border supply chain solutions sector. This trend will likely continue in the coming years as businesses become more aware of the risks associated with disruptions.

The Ongoing U.S.-China Trade War

The ongoing U.S.-China trade war has significantly impacted the cross-border supply chain solutions sector. The trade war has led to increased tariffs on Chinese goods, which has raised the cost of doing business for businesses that import goods from China. This has led to some businesses moving their manufacturing operations out of China, while others have been forced to raise prices.

The trade war has also created uncertainty for businesses, as it is unclear how long it will last or what the outcome will be. This uncertainty has made it more difficult for businesses to plan for the future and secure financing.

The impact of the trade war on the cross-border supply chain solutions sector will likely continue in the near term. However, the long-term impact of the trade war is still uncertain. If the trade war is promptly resolved, the market could quickly rebound. However, if the trade war continues for an extended period, it could have a more permanent impact on the market.

Competition

The market for integrated cross-border supply chain solution providers is a highly fragmented market with fierce competition. We face competition with other cross-border supply chain solution providers, particularly those with a focus on the Asian market.

We compete primarily on the following factors:

•        customer relationships;

•        caliber and quality of services;

•        modes of transportation;

•        technology infrastructure and capabilities; and

•        industry experience and expertise.

We are well-positioned to effectively compete based on the factors listed above. However, some of our current or future competitors may have greater financial or operational resources, greater brand recognition, or a longer operating history, which could enable them to respond more quickly to changes in market dynamics and customer demands and preferences, devoting greater resources towards seizing this market than we can.

Sales and Marketing

We believe brand recognition is critical to our ability to acquire or retain our existing or new customers, and our general marketing efforts are designed to enhance our brand awareness and reputation among them. We primarily attract new customers with testimonials of our cross-border supply chain solutions and referrals by our existing customers. We also approach prospective customers by attending international trade fairs, exhibitions and conferences as well as events held by local chambers of commerce. We regularly conduct key performance indicator reviews with our customers and take measures to maintain close rapport with them.

Intellectual Property

Our ability to obtain and maintain intellectual property protection for our proprietary technology platform, preserve the confidentiality of our trade secrets, and operate without violating the intellectual property rights of others is important to our success. We have adopted a number of measures to protect our intellectual property and brand, including trademarks, confidentiality procedures, non-disclosure agreements and employee non-disclosure agreements, to establish and protect our proprietary rights. Despite these efforts, there can be no assurance that we will adequately protect our intellectual property.

As of January 31, 2024, we had obtained the trademark registration for our key trademark, American Bear Logistics. In addition, we have registered domain names for websites that we use in our business, such as www.americanbearlogistics.com. For more information regarding risks related to intellectual property, please see “Risk Factors — We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.”

Insurance

We maintain insurance for commercial automobile and trucker’s liability, commercial general liability and cargo legal liability, as well as property coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims.

Seasonality

Our revenue and profitability in the fourth quarter are typically higher than those during the first, second and third quarters of the calendar year. We believe the surge in the fourth quarter of the calendar year is in part due to the increase in demand experienced by many of our customers as a result of the increased purchases during the holiday season, which leads to higher need for our supply chain solutions and services. It is not possible to reliably predict whether our historical revenue and profitability trends will continue to occur in future periods.

Employees

Our people are key to our success. As of December 31, 2023, we had a workforce of 40 full-time employees across various functions. None of our employees are represented by labor unions or work under any collective bargaining agreements. We have not experienced any work stoppages, and we believe that our employee relations are strong.

We work diligently to create an equitable and inclusive work environment for our diverse group of people who are young, energetic, highly educated and multi-lingual. As of December 31, 2023, our overall workforce is 100.0% of a minority ethnicity and 62.5% of female. In addition, among such workforce, 32.5% holds a bachelor’s degree, 40.0% holds an advanced degree such as a master’s degree, and 97.5% is multi-lingual. We provide equal opportunities for growth, success, promotion, learning and development, and aim to achieve parity in the way we organize and manage operations. We are focused on building support across all functions and individuals, ensuring everyone has a voice, and treats each other with respect.

Legal Proceedings

We are currently not a party to any legal proceedings that, in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. As our growth continues, we may become party to an increasing number of litigations and claims. The outcome of litigations and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows, or financial position.

Government Regulations

As a U.S.-based integrated cross-border supply chain solution provider offering customized ocean freight solutions and airfreight solutions in the U.S. that specifically cater to customers’ requirements and needs in transporting goods into the U.S., our operations are substantially governed by U.S. laws and regulations. We are required to obtain certain licenses, permits and approvals from the relevant governmental authorities in order to operate our business, including but not limited to licenses of an ocean transportation intermediary (sometimes referred to as an NVOCC), an indirect air carrier, a container freight station, and licenses issued by the International Air Transport Association. To the extent material to our understanding, as of the date of this prospectus, we believe that we have obtained all licenses, permits and approvals from the relevant governmental authorities necessary for our business operations in the U.S. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, and the promulgation of new laws and regulations and amendment to the existing ones, we may be required to obtain additional licenses, permits, registrations, filings or approvals for our business operations in the future. We cannot assure you that we will be able to obtain, in a timely manner or at all, or maintain such licenses, permits or approvals, and we or the affiliated entities may also inadvertently conclude that such permissions or approvals are not required. Any lack of or failure to maintain requisite approvals, licenses or permits applicable to us or the affiliated entities may have a material adverse impact on our business, results of operations, financial condition and prospects and cause the value of any securities we offer to significantly decline or become worthless. For details, see “Risk Factors — Risks Related to Our Business and Industry — Any lack of requisite approvals, licenses or permits applicable to our business operation may have a material adverse impact on our business, financial condition and results of operations.”

This section provides an overview of the key regulations and legal considerations in the U.S. pertaining to our cross-border ocean freight solutions and cross-border airfreight solutions. To the extent material to our understanding, we do not believe any current foreign governmental regulations impose material restraints on our business operations as of the date of this prospectus. We further acknowledge that in the course of our operations, we are committed to complying with applicable data protection laws and regulations that govern the privacy and security of data it handles, which are increasingly global in scope due to the nature of cross-border supply chain solutions.

Regulations Relating to Labor and Employment

Pursuant to federal and state laws, we adhere to labor and employment laws at the federal and state levels. This includes fair employment practices, wage and hour regulations, worker safety, and anti-discrimination law. We are committed to providing a fair and inclusive workplace environment that respects the rights of our employees and fosters a culture of diversity and equality.

Regulations Regarding Cross-border Freight Forwarding Services

Interstate and international transportation of freight is highly regulated under U.S. law, and failure to comply with these regulations can have significant consequences, including substantial fines or the revocation of operating permits and authorities for both transportation intermediaries and their shipper customers. As a freight forwarder in operating the cross-border freight forwarding services by collaboration with the shipping carriers, the regulations that currently impact our operations and those that may affect us in the future are as follows.

Air Freight Forwarding Services

In accordance with the Federal Aviation Act enforced by the Federal Aviation Administration within the U.S. Department of Transportation, and the Transportation Security Administration (the “TSA”) within the Department of Homeland Security (the “DHS”), an air freight forwarder is classified as an indirect air cargo carrier. Even if air freight forwarders enjoy exemptions from the majority of the Federal Aviation Act’s requirements through compliance with the Economic Aviation Regulations, the industry remains under the constant scrutiny of evolving regulatory and

legislative developments, and these developments have the potential to significantly impact the industry’s economic landscape, necessitating adjustments to operational practices and exerting influence on both service demands and associated costs. Regarding our involvement in the air transportation sector within the United States, we are subject to regulatory oversight by the TSA within the DHS as an indirect air carrier. All indirect air carriers operating in the United States must adhere to mandated security protocols and undergo periodic audits conducted by the TSA. According to Federal Code 71 FR 33255, each indirect air carrier must allow the TSA, at any time or place, to make any inspections or tests, including copying records, to determine compliance of an airport operator, aircraft operator, foreign air carrier, and indirect air carrier. At the request of the TSA, each indirect air carrier also has to provide evidence of compliance with this subchapter and its indirect air carrier security program, including copies of records. The TSA may enter and be present within areas where security measures required by the TSA are carried out without access media or identification media issued or approved by the indirect air carrier, an airport operator, or aircraft operator, in order to inspect or test compliance, or perform other such duties as the TSA may direct.

Ocean Freight Forwarding Services/NVOCC

As a licensed NVOCC, we fall within the regulatory purview of the FMC, a regulatory authority that oversees and licenses ocean forwarding operations. This oversight includes compliance with FMC tariff filing and surety bond mandates, as well as adherence to the Shipping Act of 1984, which contains provisions that specifically prohibit rebating practices.

Pursuant to FMC rules, all NVOCCs based in the U.S. and all international ocean freight forwarding agencies and their branches are required to obtain a license from the FMC’s Bureau of Certification and Licensing by filing Form FMC-18. Entities engaging in international freight forwarding operations or conducting business as NVOCCs who do not complete or maintain the filing may result in denial, revocation or suspension of an ocean transportation intermediary license. We hold the license as an Ocean Transportation Intermediary (“OTI”), which is sometimes interchangeably referred to as an NVOCC, and persons who operate without the proper license may be subject to civil penalties not to exceed $9,000 for each violation. Additionally, the FMC has also established precise criteria for shipping agents, inclusive of specific surety bonding prerequisites, and it is responsible for the economic regulation of OTI/NVOCC activity originating or terminating in the United States as well. In order to comply with these economic regulations, OTI/NVOCC entities, such as our company, are mandated to electronically submit tariffs, delineating the rates applicable to the transportation of specified commodities to and from the United States, and the FMC possesses the authority to enforce these regulations, including the imposition of penalties for non-compliance.

Freight Forwarder Liability

Generally, the limitation of liability of freight forwarders is identical to the international agreements that are applicable to carriers. There are multiple conventions that restrict the carriers’ liability such as by setting a specific monetary limit per package or weight. For instance, ocean carriers can incorporate the Carriage of Goods by Sea Act into their Bills of Lading to limit their liability to $500 per unit. The Montreal Convention imposes a limit on the air carrier’s liability, capping it at a maximum of 22 special drawing rights per gross kilogram of the cargo that has been lost or damaged.

Freight forwarder’s liability also depends on their insurance coverage. In situations where goods get damaged or lost during transportation without an All Risk Cargo Policy or if the shipper chooses not to initiate a claim, the shipper will seek damages from all parties engaged in the transportation of goods, including carriers, warehouse operators, and the freight forwarders. If the insurance coverage is “All Risk,” then the shipper will recover through the insurance. However, if the losses exceed the amount recovered, shippers will go after the outstanding parties.

Furthermore, the extent of a freight forwarder’s liability is determined by the roles it assumes. When a freight forwarder issues a House Bill of Lading stating itself as the carrier, it assumes the role of principal, subjecting itself to the laws, regulations, and limitations applicable to carriers. When a freight forwarder issues a House Bill of Lading designating the common carrier (not the freight forwarder) as the carrier, the freight forwarder takes on the role of a broker or agent. In this scenario, the freight forwarder is often exempted from legal liabilities.

Forwarding agents must comply with the Export Administration Regulations (the “EAR”), a set of United States export guidelines and prohibitions that regulate the export restrictions of sensitive goods. It is essential to note that regardless of whether they are freight forwarders or other agents, their involvement in various tasks does not exempt them from their compliance obligations. Agents are accountable for the representations they make when filing export data. No individual, including an agent, may engage in any transaction if they have knowledge that it

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors, and their ages and positions as of the date of this prospectus, are set forth below:

Mr. Henry Liu is our co-founder and has served as our chairman of the board of directors and chief executive officer since our establishment. Mr. Liu has over six years of logistics operation experience, especially in freight forwarding, and he has extensive knowledge of the supply chain industry. Mr. Liu has served as the president of American Bear Logistics Corp., our Illinois operating subsidiary, from February 2018 to present and co-lead its operations, client relationships and business development with Mr. Shuai Li. From August 2017 to February 2018, Mr. Liu served as an operator in Hoson Logistics America Inc., an Illinois-based logistics company, where he took charge of import and export of air and ocean freight. Mr. Liu received his bachelor’s degree in bioengineering from Northwest Agriculture and Forestry University in China in June 2013 and his master’s degree in food safety and technology from Illinois Institute of Technology in December 2015. We believe that Mr. Liu’s extensive knowledge of our Company, gained through his services as our co-founder and chief executive officer, and his experience in the supply chain industry, qualify him to serve as the chairman of our board of directors.

Mr. Shuai Li is our co-founder and has served as our president and chief operating officer since our inception and will serve as a member of our board of directors upon the effectiveness of our registration statement on Form S-1 of which this prospectus is a part. As an expert in the logistics and supply chain industry, Mr. Li oversees and manages the overall operations of our company. From February 2018 to present, Mr. Li has served as the president of American Bear Logistics Corp., our Illinois operating subsidiary and co-lead its operations, client relationships and business development with Mr. Henry Liu. From February 2014 to December 2017, Mr. Li served as an executive salesman at Express Distributor Corp, an Illinois-based restaurant supply chain company. From January 2010 to December 2014, Mr. Li worked as a sales consultant at Lala Lulu Online Store, a cross-border trading company that focuses on the export of U.S.-made merchandise to China. Mr. Li received his bachelor’s degree in communications from Wuhan Institute of Physical Education in China in July 2007 and his master’s degree in business administration from Benedictine University in Illinois in December 2013. We believe that Mr. Li’s extensive knowledge of our Company, gained through his service as our co-founder, president and chief operating officer, and his experience in the supply chain industry, qualify him to serve on our board.

Mr. Long (Leo) Yi will serve as our chief financial officer upon the effectiveness of our registration statement on Form S-1 of which this prospectus is a part. Mr. Yi is a certified public accountant in the state of Illinois with 15 years of working experience in the accounting and financing field. From July 2019 to January 2023, Mr. Yi served as the chairman of audit committee in Color Star Technology Co., Ltd. (NASDAQ: ADD), an entertainment technology company focusing on the application of technology and artificial intelligence in the entertainment industry. From January 2018 to July 2021, Mr. Yi served as the chief executive officer of Urban Tea, Inc. (NASDAQ: MYT). From April 2019 to January 2020, he served as the chief financial officer of iFresh Inc (OTC: IFMK). From November 2012 to January 2018, Mr. Yi served as the chief financial officer of TD Holdings, Inc. (NASDAQ: GLG). Mr. Yi received a bachelor’s degree in accounting from Northeastern University (Shenyang, China) in September 1998, a master’s degree in accounting and finance from University of Rotterdam in June 2004 and another master’s degree in accounting and finance from McGill University in August 2006.

Ms. Yiye Zhou will serve as an independent director upon the effectiveness of our registration statement on Form S-1 of which this prospectus is a part. From September 2019 to present, Ms. Zhou served as the investor relations director at Senmiao Technology Ltd., a financing and servicing company focused on the online ride-hailing industry in China in charge of investor relations. From January 2013 to May 2019, Ms. Zhou worked as a business analyst at Gravity Ball, a healthcare startup company based in Los Angeles, California, in charge of research, strategies and risk control From July 2010 to March 2012, Ms. Zhou worked as a research analyst at McKinsey in Shanghai, China. Ms. Zhou received her bachelor’s degree in business management from Regensburg University of Applied Sciences in June 2007 and her master’s degree in management and strategy from London School of Economics & Political Science in December 2008. We believe that Ms. Zhou’s deep knowledge in the business industry qualifies her to serve on our board.

Ms. Zhengyi (Janice) Fang will serve as an independent director upon the effectiveness of our registration statement on Form S-1 of which this prospectus is a part. Ms. Fang is a professional accountant certified by the American Institute of Certified Public Accountants in Washington. From December 2020 to present, Ms. Fang has served as a senior consultant at Ernst & Young in Haikou, China, in charge of, valuation, modeling, and economic consulting services. From September 2018 to November 2020, Ms. Fang worked as an audit associate and assistant manager at KPMG. Ms. Fang received her bachelor’s degree in business administration in accounting in June 2014 and her master’s degree in professional accounting in June 2017 from Seattle University. We believe that Ms. Fang’s significant experience in finance and accounting qualifies her to serve on our board.

Ms. Cynthia Vuong will serve as an independent director upon the effectiveness of our registration statement on Form S-1 of which this prospectus is a part. Ms. Vuong is a program manager professional with over 11 years of experience. From January 2021 to present, Ms. Vuong has served as a game portfolio planner in business operations at Microsoft Corporation. Before that, from October 2018 to January 2021, she served as a launch manager in business operations at Microsoft Corporation. From March 2012 to June 2018, Ms. Vuong worked as a senior consultant at multiple consulting firms, including Unify Consulting, Revel Consulting Services L.L.C. and Sogeti USA. Ms. Vuong received her bachelor’s degree in international studies from the University of Washington in June 2010. We believe that Ms. Vuong’s extensive knowledge of business operations qualifies her to serve on our board.

Board Composition and Election of Directors

Our board of directors currently consists of one member. Following this offering, the number of directors will be fixed by our board of directors, subject to the rights of the stockholders and further subject to the terms of our bylaws and articles of incorporation. Each of our current directors will continue to serve until the first annual meeting of the stockholders or until their successor(s) shall have been elected and qualified.

Director Independence

We have applied to list our common stocks on the Nasdaq. Under the rules of the Nasdaq, independent directors may comprise a majority of a listed company’s board of directors within one year following the listing date of the company’s securities. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if that that company’s board of directors affirmatively determines that such person does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director and, based on the information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Yiye Zhou, Zhengyi (Janice) Fang and Cynthia Vuong qualify as independent directors in accordance with the Nasdaq rules. Our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Role of the Board of Directors in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors has a fiduciary duty to monitor and assess strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, overseeing cybersecurity risks and assisting the board of directors in its oversight over enterprise risk management. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and manages risks associated with the independence of the board of directors. Our compensation and leadership development committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Committees of the Board of Directors

Prior to the completion of this offering, we intend to establish an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors. We intend to adopt a charter for each of the three committees prior to the completion of this offering. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Ms. Yiye Zhou, Ms. Zhengyi (Janice) Fang and Ms. Cynthia Vuong, and will be chaired by Ms. Fang. Ms. Zhou, Ms. Fang and Ms. Vuong each satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Ms. Fang qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and the independent registered public accounting firm; and

•        reporting regularly to the board of directors.

Compensation Committee.    Our compensation committee will consist of Ms. Zhou, Ms. Fang and Ms. Vuong, and will be chaired by Ms. Vuong. Ms. Zhou, Ms. Fang and Ms. Vuong each satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee will assist the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee will be responsible for, among other things:

•        reviewing the total compensation package for our executive officers and making recommendations to the board of directors with respect to it;

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

•        reviewing the compensation of our directors and making recommendations to the board of directors with respect to it; and

•        periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee will consist of Ms. Zhou, Ms. Fang and Ms. Vuong, and will be chaired by Ms. Zhou. Ms. Zhou, Ms. Fang and Ms. Vuong each satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee will be responsible for, among other things:

•        recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;

•        reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us;

•        selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation committee interlocks and insider participation

None of the members of our compensation committee is or has been our current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, including any entity whose executive officers served as a director or member of our compensation committee.

Code of Ethics and Code of Conduct

We intend to adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors. Following the effectiveness of the registration statement of which this prospectus is a part, the Code of Conduct will be available on our website at www.americanbearlogistics.com. We intend to post on our website all disclosures that are required by law or the listing standards of The Nasdaq Capital Market concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

EXECUTIVE COMPENSATION

Executive Compensation

For the fiscal years ended June 30, 2022 and 2023, we had two executive officers. Our named executive officers (“NEOs”) for the fiscal years ended June 30, 2022 and 2023, consisting of our principal executive officer and next most highly compensated officer serving at the end of such years, were:

•        Henry Liu, our chief executive officer; and

•        Shuai Li, our president and chief operating officer.

Summary Compensation Table

The following table sets forth information with respect to compensation earned by our NEOs for the fiscal years ended June 30, 2022 and 2023.

Employment Agreements

We have entered into employment agreements with each of our NEOs (collectively, the “Employment Agreements”). The Employment Agreements establish an initial base salary for each of our NEOs and provide that each of our NEOs is eligible to participate in our standard employee benefit plan. The employment of each of our NEOs can be terminated by us at any time with or without cause. Each of the NEOs may (i) resign if such resignation is approved by our board of directors or an alternative arrangement with respect to his services is agreed to by the board of directors, and (ii) terminate his employment at any time with a one-month prior written notice to the Company, if (a) there is a material reduction in his authority, duties and responsibilities, or (b) there is a material reduction in his annual salary.

None of our NEOs is entitled to any cash severance payment upon a termination of their employment for “cause” (as defined in such employment agreement), or for death and disability.

If any of the NEOs’ employment is terminated by us without cause, he will be entitled to severance payments and benefits of: (i) a lump sum cash payment equal to six months of his base salary as of the date of such termination; (ii) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (iii) payment of premiums for continued health benefits under the Company’s health plans for 12 months following the termination, if any; and (iv) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held, if any.

If any of the NEOs’ employment is terminated by himself due to the above-mentioned reasons, he will receive remuneration equivalent to three months of his base salary that he is entitled to immediately prior to such termination.

In addition, in the event that any of the NEOs is terminated following a change in control of the Company, he shall be entitled to the severance payments and benefits of: (i) a lump sum cash payment equal to three months of his base salary at a rate equal to the greater of his annual salary in effect immediately prior to the termination, or his then current annual salary as of the date of such termination; (ii) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination; (iii) payment of premiums for continued health benefits under the Company’s health plans for three months following the termination; and (iv) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held, if any.

Equity-Based Compensation

As of the date of this prospectus, we had not adopted any equity incentive plan, nor had we awarded any equity-based compensation to any employees, including our NEOs.

Other Compensation and Benefits

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our NEOs did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal years ended June 30, 2022 and 2023. Our board of directors may elect to provide our officers and other employees with non-qualified defined contribution or other non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the fiscal years ended June 30, 2022 and 2023.

Director Compensation

For the fiscal years ended June 30, 2022 and 2023, none of the members of our board of directors received compensation for his service as a director.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including the requirements to hold non-binding advisory votes on executive compensation and to provide information relating to the ratio of annual total compensation of our chief executive officer to the median of the annual total compensation of all of our employees, each as required under Sections 14 and 14A of the Exchange Act.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions we have entered into since July 1, 2021, and any currently proposed transactions, to which we were or are expected to be a participant where (i) the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for the last two completed fiscal years, and (ii) any of our executive officers, directors, or holders of more than 5% of any class of our voting securities, or any affiliate or member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and other arrangements we describe under “Executive and Director Compensation.”

The relationship of related parties is summarized as follows:

Transactions with Weship, Intermodal and ABL Wuhan

The following table sets forth the transactions we had with Weship and Intermodal during the fiscal years ended June 30, 2022 and 2023 and the three and six months ended December 31, 2022 and 2023.

____________

(i)      Weship is a customer of our integrated cross-border integrated supply chain solutions, and we charge Weship at a regular market rate for the services provided.

(ii)     Weship provides certain U.S. domestic ground transportation services and is one of our U.S. domestic ground transportation service providers.

(iii)    We subleased to Weship (A) certain space in our regional warehousing and distribution center in Illinois from February 1, 2022 to July 31, 2023 and (B) certain space in a facility which we used to utilize as a regional warehousing and distribution center in California since August 2023.

(iv)    Intermodal provides certain U.S. domestic ground transportation services and is one of our U.S. domestic ground transportation service providers.

(v)      ABL Wuhan has become a customer of our integrated cross-border integrated supply chain solutions since it ceased to be a subsidiary of ours, and we charge ABL Wuhan at a regular market rate for the services provided.

(vi)    ABL Wuhan provides certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

PRINCIPAL STOCKHOLDERS

The following table presents information relating to the beneficial ownership of our common stock as of the date of this prospectus by:

•        each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding common stock;

•        each of our named executive officers and directors immediately following the offering; and

•        our executive officers and directors immediately following the offering as a group.

The number of shares of common stock beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of common stock over which the individual has sole or shared voting power or investment power as well as any shares of common stock that the individual has the right to acquire within 60 days of the date of this prospectus, through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.

The percentage of outstanding common stock is computed on the basis of (i) 6,000,000 shares of common stock outstanding, as of the date of this prospectus and (ii) 1,250,000 shares of common stock outstanding after giving effect to this offering and the 1-for-120 forward stock split of our issued and outstanding common stock effected on March 29, 2024, and assuming the underwriters do not exercise their option to purchase additional shares of common stock. Shares of common stock that a person has the right to acquire within 60 days of the date of this prospectus, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all named executive officers and directors as a group. The percentage ownership information after this offering, as shown in the table below, is based upon shares outstanding, assuming the sale of shares of our common stock by us in the offering and no exercise of the underwriters’ option to purchase additional shares of common stock.

____________

Notes:

*        Except as otherwise indicated below, the business address of our directors, director nominees and executive officers is 1475 Thorndale Avenue, Suite A, Itasca, Illinois 60143.

**      Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.

(1)      Represents 2,700,600 shares of common stock held of record by H&L LOGISTICS INTERNATIONAL LLC, a company wholly owned by Mr. Henry Liu organized under the laws of the State of Illinois. The registered address of H&L LOGISTICS INTERNATIONAL LLC is 270 Hearthstone Drive, Bartlett, Illinois 60103.

(2)      Represents 3,000,000 shares of common stock held of record by JIUSHEN TRANSPORT LLC, a company wholly owned by Mr. Shuai Li organized under the laws of the State of Illinois. The registered address of JIUSHEN TRANSPORT LLC is 1360 West Walton Street, Chicago, Illinois 60642.

DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock and certain provisions of our articles of incorporation and bylaws, which are currently in effect and will continue to be in effect following the consummation of this offering, are summaries and are qualified by reference to our articles of incorporation and our bylaws which are included as exhibits to the registration statement of which this prospectus forms a part and the applicable provisions of the Nevada law.

Based on the number of shares of common stock outstanding as of the date of this prospectus, and assuming the issuance by us of 1,250,000 shares of common stock in this offering, there will be 7,250,000 shares of common stock outstanding upon the closing of this offering, after giving effect to the 1-for-120 forward stock split of our issued and outstanding common stock effected on March 29, 2024.

Common Stock

Each share of our common stock is entitled to one vote on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. Holders of common stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. Our articles of incorporation do not provide for cumulative voting in the election of directors. Holders of common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Voting

Holders of shares of our common stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Liquidation Rights

In the event of our liquidation, dissolution or winding-up, the holders of our common stock shall be entitled to share equally, on a per share basis, in all assets remaining after the payment of any liabilities.

Exchange Listing

We have applied to list our common stock on the Nasdaq Capital Market under the trading symbol “LSH.” This offering will occur only if our listing application is approved.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Transhare Corporation.

Our Bylaws and Articles of Incorporation

The following summary of certain provisions of our amended bylaws and articles of incorporation, is qualified by reference to our amended bylaws and articles of incorporation that are filed as exhibits to the registration statement of which this prospectus forms a part and the applicable provisions of the Nevada law.