[SCHEDULE 13D/A] PS International Group Ltd. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D reports that on August 26, 2025 the reporting persons entered into a Share Purchase Agreement under which Grand Pro Development Limited and Profit Sail SAS Holdings Company Limited sold a combined 15,534,000 ordinary shares of PS International Group Ltd. The filing lists the sale price for recent transactions as $0.308 per share and states that Grand Pro sold 13,534,000 shares while Profit Sail sold 2,000,000 shares. The cover pages show each reporting person now beneficially owns 0 ordinary shares, representing 0% of the class. The amendment attaches a joint filing agreement and the Share Purchase Agreement as exhibits and otherwise incorporates prior Schedule 13D disclosures.

Positive

• None.

Negative

• Reporting persons sold a combined 15,534,000 ordinary shares of PS International Group Ltd. pursuant to the Share Purchase Agreement.
• Reported sale price for recent transactions was $0.308 per share (Grand Pro sold 13,534,000 shares; Profit Sail sold 2,000,000 shares).
• Cover pages indicate each reporting person now beneficially owns 0 shares, representing 0% of the class.
• Material change in insider ownership documented, which may be significant to investors and governance assessments.

Insights

Financial Analyst

TL;DR: Significant disposal of issuer shares by reporting persons reduces their ownership to zero, a materially negative development for insider ownership.

The filing documents a contemporaneous sale of 15,534,000 ordinary shares at reported recent trades of $0.308 per share, with Grand Pro disposing of 13,534,000 shares and Profit Sail disposing of 2,000,000 shares under a Share Purchase Agreement dated August 26, 2025. The cover pages indicate the reporting persons now report 0 beneficially owned shares (0%). For investors, the elimination of insider ownership is a material change because it removes aligned insider holdings; the filing properly discloses the transaction and attaches the purchase agreement as an exhibit for verification.

Corporate Governance Expert

TL;DR: Reporting persons executed a formal sale agreement and filed an amendment that discloses the full divestiture and attached contract details.

The amendment supplements Item 4 and Item 6 by adding a Share Purchase Agreement and exhibits, confirming the governance matter of insider exits. Grand Pro and Profit Sail's aggregate sales and the resulting reported beneficial ownership of 0% are explicitly stated. The filing shows compliance with Schedule 13D reporting obligations and provides the contractual exhibit for review, which is important for shareholders assessing changes in control dynamics or potential related-party considerations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PS International Group Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G7308J105

(CUSIP Number)

Yee Kit Chan
Unit 1002, l0/F Join-in Hang Sing Center, No.2-16 Kwai Fung Crescent, Kwai Chung
New Territories, K3, 00000
852 2754-3320

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G7308J105

1

Name of reporting person

Grand Pro Development Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G7308J105

1

Name of reporting person

Profit Sail SAS Holdings Company Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G7308J105

1

Name of reporting person

Yee Kit Chan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: PS International Group Ltd.
(c)	Address of Issuer's Principal Executive Offices: Unit 1002, l0/F Join-in Hang Sing Center, No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories, HONG KONG , 00000.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1") amends the statement on Schedule 13D originally filed by the Reporting Persons (as defined below) on July 25, 2024 (the "Schedule 13D") and relates to the ordinary shares, par value $0.0001 per share of the Issuer ("Ordinary Shares"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On August 26, 2025, the Reporting Persons entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which Grand Pro Development Limited ("Grand Pro"), Profit Sail SAS Holdings Company Limited ("Profit Sail") sold an aggregate of 15,534,000 ordinary shares, par value $0.0001 per share of the Issuer. The foregoing descriptions of the Share Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Purchase Agreement, which is attached as Exhibit 99.2 hereto, and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 11 and 13 of the cover pages to this Amendment No. 1 are incorporated therein.
(b)	The responses to Items 7 to 10 of the cover pages to this Amendment No. 1 are incorporated therein.
(c)	During the past 60 days, Grand Pro sold an aggregate of 13,534,000 Ordinary Shares, and Profit Sail sold an aggregate of 2,000,000 Ordinary Shares at $0.308 per share.
(e)	August 26, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented to add the following: Item 4 of Amendment No. 1 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1* - Joint Filing Agreement Exhibit 99.2* - Share Purchase Agreement * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Grand Pro Development Limited

Signature:	/s/ Yee Kit Chan
Name/Title:	Yee Kit Chan/Director
Date:	09/04/2025

Profit Sail SAS Holdings Company Limited

Signature:	/s/ Yee Kit Chan
Name/Title:	Yee Kit Chan/Director
Date:	09/04/2025

Yee Kit Chan

Signature:	/s/ Yee Kit Chan
Name/Title:	Yee Kit Chan
Date:	09/04/2025

FAQ

What did the Schedule 13D/A for PSIG disclose about share sales?

The amendment discloses that Grand Pro Development Limited and Profit Sail SAS Holdings Company Limited sold an aggregate of 15,534,000 ordinary shares of PS International Group Ltd.

How many shares did Grand Pro and Profit Sail each sell under the agreement?

Grand Pro sold 13,534,000 shares and Profit Sail sold 2,000,000 shares.

At what price were the recent share sales reported in the filing?

The filing reports recent sales at $0.308 per share.

What is the reporting persons' ownership after the transactions?

The cover pages state each reporting person beneficially owns 0 ordinary shares, representing 0% of the class.

Does the amendment include supporting documents?

Yes, the amendment states that a Share Purchase Agreement is attached as Exhibit 99.2 and a Joint Filing Agreement as Exhibit 99.1.