As filed with the United States Securities and Exchange Commission on January 7, 2026. Registration No. 333-292196 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PS International Group Ltd. (Exact name of Registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PS International Group Ltd. (Exact name of Registrant as specified in its charter) As filed with the United States Securities and Exchange Commission on December 17, 2025. Registration No. 333-[●] (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Cayman Islands 4731 Not Applicable (I.R.S. Employer Identi ...

Group 1 - New Century Logistics (BVI) Limited (NCEW) is currently trading at $4.12 with a target price of $2.29, indicating a potential downside of -44.38% [1][5] - PS International Group Ltd. (PSIG) is trading at $4.14 with a discounted cash flow (DCF) valuation of approximately $4.57, suggesting a potential upside of 10.27% [2][5] - The comparison between NCEW and PSIG highlights the importance of evaluating target prices and potential upsides in investment decisions [4][5] Group 2 - PSIG's target price change of 10.27% is the highest among its peers, showcasing its growth potential in the freight forwarding services sector [3] - Investors may find PSIG to be a more promising investment option compared to NCEW due to the latter's significant downside potential [3][4]

Regulatory Environment - The company operates exclusively in Hong Kong, with no operations or data processing in Mainland China, mitigating direct regulatory impacts from PRC laws[34]. - The PRC Data Security Law and Personal Information Protection Law, effective in 2021, do not currently apply to the company as it does not conduct operations in Mainland China[47][48]. - The company faces potential risks from evolving PRC laws that may be applied to its Hong Kong operations, which could adversely affect its business and financial condition[39][40]. - Regulatory compliance costs may increase due to uncertainties surrounding PRC laws, potentially impacting operational efficiency and financial performance[43]. - The company has not collected or managed personal information in Mainland China, thus believes it is not subject to the recent outbound data transfer regulations[49]. - The PRC government may exert more control over overseas listings and foreign investments, which could limit the company's ability to offer securities to investors[39]. - The company acknowledges the risk of future PRC laws affecting its operations if it expands into Mainland China[44]. - There is significant uncertainty regarding the interpretation and enforcement of new PRC laws, which could lead to compliance challenges for the company[50]. - The company has not faced any penalties or legal actions under the current PRC laws, as it maintains operations solely in Hong Kong[48]. - The company remains vigilant about potential regulatory changes that could impact its business model and operational strategies in the future[42]. Trade and Economic Conditions - Revenue from freight forwarding services for export shipments to the United States contributed approximately US$75.2 million, US$122.3 million, and US$61.7 million for the years ended December 31, 2022, 2023, and 2024 respectively, representing approximately 77.3%, 87.4%, and 70.9% of total export revenue for the corresponding periods[62]. - The U.S. government has imposed additional tariffs on specified products imported from China, with cumulative tariffs exceeding 100% between the U.S. and China[63]. - The company is subject to risks related to changes in trade policies, tariff regulations, and embargoes that could adversely affect its customers' business[62]. - A significant portion of the company's business is derived from customers in Mainland China for export/re-export needs to the United States, which is heavily influenced by global economic conditions and international trade levels[64]. - Political tensions between the United States and China could reduce trade levels and adversely affect the company's business prospects and financial condition[65]. - Economic downturns in key regions, including Asia, the European Union, and the United States, could reduce international trade volumes, directly impacting demand for shipping and freight forwarding services[70]. - Changes in global economic, financial, and political conditions, such as trade restrictions and sanctions, may lead to a material decline in demand for the company's services[68]. - The company is sensitive to cyclical fluctuations in demand for freight services driven by international trade activities and economic conditions[69]. - The company's operations are significantly influenced by the political, economic, and social conditions in Hong Kong and Mainland China, which could adversely affect its business[67]. Customer and Revenue Concentration - The top five customers accounted for approximately 72.6%, 81.4%, and 65% of the company's revenue for the years ended December 31, 2022, 2023, and 2024 respectively[90]. - The largest customer, Yanwen Logistics Co., Ltd, represented 59.7%, 75.3%, and 39.3% of total revenues for the same years[90]. - Revenue from freight forwarding services to other freight forwarders accounted for approximately 98.3%, 99.6%, and 99.6% of total revenue for the years ended December 31, 2022, 2023, and 2024 respectively[106]. Operational Risks - The company is susceptible to fluctuations in demand and supply for cargo space, which can impact profitability[100]. - The company relies on block space arrangements and aircraft charter agreements, committing to pay for cargo space regardless of utilization[99]. - The company faces risks from potential disintermediation in the freight forwarding industry due to digitization and direct shipping trends[103]. - Any failure to identify shipments carrying dangerous or illicit goods may lead to investigations and penalties, adversely affecting reputation and operations[109]. - The company is dependent on suppliers for cargo space, and disruptions in their performance could significantly impact financial results[111]. - The company’s profitability may be adversely impacted if investments in equipment and infrastructure do not align with customer demand[115]. - Net cash outflow from operating activities may affect liquidity, particularly if trade receivables deteriorate[117]. - Historical growth rates and gross profit margins may not be maintained, with operating results subject to significant fluctuations due to various external factors[118]. - The company is exposed to credit risks from customers, with a typical credit period of 45-60 days, which may lead to cash flow mismatches[119]. - There is a risk of material difficulties in debt collections and potential defaults by customers, which could adversely affect the company's financial position[120]. - The company may face litigation and regulatory investigations, which could exceed insurance coverage and adversely impact operating results[121]. - Negative publicity regarding the company or its industry could harm its reputation and business, affecting customer retention and financial performance[122]. Growth and Strategic Initiatives - The growth strategy includes expanding services in cross-border e-Commerce logistics, but the long-term viability of e-Commerce models remains uncertain[124]. - Future growth is contingent on factors such as the growth of the U.S. freight forwarding market and the ability to retain key staff[126]. - The company may pursue acquisitions for growth, which involve risks such as integration challenges and potential increases in indebtedness[128]. Financial and Compliance Risks - The company is subject to increased legal and operational costs associated with being a public company, which may strain resources[160]. - The company may incur significant legal, accounting, and other expenses as a result of operating as a public company, particularly after ceasing to qualify as an "emerging growth company"[199]. - The company is currently evaluating and monitoring developments regarding compliance with public company regulations, but cannot predict the amount or timing of additional costs[199]. - The company may lose its foreign private issuer status if more than 50% of its voting securities are owned by U.S. residents or if a majority of its directors or executive officers are U.S. citizens or residents[191]. - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its shares less attractive to investors[198]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. holders of its ordinary shares[200]. Cybersecurity and Technology Risks - Cybersecurity risks are a major concern, with potential impacts including operational disruptions, data breaches, and increased costs for protection against such events[145]. - The company has identified a material weakness in internal control over financial reporting, which could lead to misstatements in financial statements and affect compliance with reporting requirements[156]. - The company relies heavily on its information technology systems for operations, and any failure to maintain or enhance these systems could lead to competitive disadvantages and revenue declines[142]. - The company plans to enhance its information technology systems to improve efficiency and meet customer demands for integrated solutions, which may incur significant ongoing software development costs[144]. Market and Trading Conditions - The Holding Foreign Companies Accountable Act may impact the trading of the company's securities in the U.S. if auditors in China cannot be inspected, potentially affecting investment value[163]. - The SEC may prohibit trading of securities if an issuer's audit reports are from firms in jurisdictions not inspected by the PCAOB for two consecutive years[164]. - The PCAOB determined it was unable to inspect firms in mainland China and Hong Kong until December 15, 2022, when it removed these jurisdictions from the non-inspection list[166]. - If identified as a Commission-Identified Issuer for two consecutive years, the company's securities could be prohibited from trading in the U.S., significantly impairing capital raising efforts[167]. - The independent auditor, WWC, P.C., is subject to PCAOB inspections, with the last inspection occurring in December 2023[168]. - The company has not issued securities prior to the Business Combination, and there is no assurance that an active trading market for its Ordinary Shares will develop[169]. - The company expects to issue additional share capital in the future, which may result in significant dilution for existing shareholders[179]. - The Unit Purchase Option allows for the purchase of up to 431,250 Option Units, which could increase the number of shares eligible for resale and result in dilution[180]. - The company does not expect to pay dividends in the foreseeable future, retaining funds for business development and growth[181]. - The board of directors has discretion over dividend distribution, which will depend on future financial conditions and operational results[182]. - Compliance with public company requirements may strain resources and divert management's attention, increasing legal and financial costs[183]. Business Combination and Corporate Structure - The Business Combination with AIB was completed on July 18, 2024, resulting in PSI becoming a wholly-owned subsidiary of PS International Group Ltd[210]. - Each ordinary share of PSI was converted into the right to receive 90% of Ordinary Shares based on the Exchange Ratio, with a contingent right for an additional 10%[211]. - The Company's Ordinary Shares began trading on The Nasdaq Capital Market under the symbol "PSIG" on July 19, 2024[212]. - The Company qualifies as an "emerging growth company" with less than $1.235 billion in revenue for the last fiscal year, allowing it to take advantage of reduced reporting requirements[224]. - The Company will remain an emerging growth company until it meets certain revenue or market value thresholds, or after five years post-IPO[225]. - The Company is classified as a "foreign private issuer," resulting in less stringent reporting obligations compared to U.S. domestic issuers[226]. - The Company has entered into lock-up agreements with shareholders, restricting the transfer of shares for a period of six months post-Closing Date[213]. - A Support Agreement was established to ensure shareholder support for the Business Combination, with specific conditions regarding share transfers[214]. - The Company has a corporate structure that includes subsidiaries PSI (BVI), BGG (BVI), and PSIHK, which are engaged in logistics and freight handling services[218].

Group 1 - PS International (NASDAQ:PSIG) stock is experiencing significant trading activity, with over 16.9 million shares changing hands, far exceeding its daily average of approximately 639,000 shares [1][2] - The company's market capitalization is reported at $24.526 million, and it is categorized as a penny stock due to its low prior closing price of $1 per share [2] - The stock has seen a notable increase of 64.3% as of Monday morning, indicating a strong upward movement in its value [4] Group 2 - The reasons behind the stock's rise remain unclear, but possibilities include speculative trading or increased interest from retail and day traders [3] - There is a concern that the current trading activity could be indicative of a "pump and dump" scenario, where the stock may lose value after the speculative trading subsides [3] - The lack of news or analyst coverage suggests that the movement may not be based on fundamental developments within the company [2]