Timwood Holdings: DRS filing (amended)

Cover page 3 changes

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submitted to the U.S. Securities and Exchange Commission on March 4, 18, 2026.

This draft registration statement has

has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential

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Industry overview 31 changes

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In 2024, HKIA handled 4.9 million tons of

Hong Kong's airfreight logistics industry

thrives on HKIA's strategic positioning, advanced infrastructure, and seamless customs via Electronic Data Interchange (EDI) 5 .

HKIA handled 4.9 million tons of cargo, up 14.0% year-on-year (YoY) 1 and a further 2.7% growth to 5.07 million tons in 2025 2 .

cargo, up 14.0% year-on-year (YoY) 1 . The Hong Kong freight and logistics market, estimated to be US$22.37 billion in 2025, is projected to grow at a compound annual growth rate (CAGR) of 4.03% through 2030, reaching US$27.25 billion, fueled by e-commerce, pharmaceuticals, and the full operationalization of the Three Runway System (3RS) 2 3 in late 2024 3 4 . On a 12-month rolling basis, cargo throughput grew by 4.1% year-on-year (YoY) to 5.02 million tons. 4 5 Challenges include U.S. tariffs, e-commerce volume softness, and regional competition, but opportunities in sustainability and digitalization promise resilience.

airfreight logistics industry thrives on HKIA's strategic positioning, advanced infrastructure, and seamless customs via Electronic Data Interchange (EDI) 6 . Handling high-value, time-sensitive shipments like electronics, perishables, and pharmaceuticals, the sector supports approximately 45% of Hong Kong's trade value. The 3RS, fully launched in November 2024, is expected to expand capacity by 30% to 10 million tons annually by the mid-2030s, enhancing GBA and Belt and Road Initiative (BRI) 6 synergies. This industry overview reviews 2025 performance to date, analyzes trends through 2030, and forecasts growth, drawing on the Airport Authority Hong Kong's data and industry projections. 7 and growth The airfreight market, encompassing forwarding, handling, and third party logistics services, benefits from HKIA's hub status and global demand recovery. Valued at US$22.37 billion, it aligns with global air cargo CAGR of 4.03%. Projections reflect e-commerce and pharmaceutical growth, tempered by trade volatilities. 8 table below sets forth the projected market size of Hong Kong's air freight market from 2025 to 2030: synergies.

This industry overview reviews 2025 performance to date, analyzes trends through 2030, and forecasts growth, drawing on the Airport Authority Hong Kong's data and industry projections. 8 MARKET OVERVIEW Size and growth The airfreight market, encompassing forwarding, handling, and third party logistics services, benefits from HKIA's hub status and global demand recovery. Valued at US$22.37 billion, it aligns with global air cargo CAGR of 4.03%. Projections reflect e-commerce and pharmaceutical growth, tempered by trade volatilities. 9 table below sets forth the projected market size of Hong Kong's air freight market from 2025 to 2030:

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2 https://www.hongkongairport.com/en/media-centre/press-release/2026/pr_1849, published on January 15, 2026.

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3 4 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study, published on January 4, 2026.

4 5 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831, published on October 24, 2025.

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7 8 https://www.jll.com/en-hk/insights/hkias-growth-to-elevate-hong-kongs-air-freight-sector, published on November 20, 2024.

8 9 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study, published on January 4, 2026.

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cargo stands and terminals, supports Electronic Data Interchange (EDI) for pre-arrival clearance in partnership with key operators including Hong Kong Air Cargo Terminals Limited (HACTL) 9 10 , Asia Airfreight Terminal (AAT) 10 11 , and Cathay Pacific Services Limited (CPSL) 11 12 . The development of Greater Bay Area (GBA) extensions, notably HKIA's Dongguan Logistics Park 12 13 , slated for completion completed in 2025, facilitates seamless sea-air intermodal connectivity. In recognition of its operational excellence, HKIA was awarded 2025 Airport of the Year - Major Cargo Hub by Air Cargo Week 13 14 . Looking ahead, the HKIA aims to achieve a cargo handling capacity of 10 million tons by 2030, supported by the adoption of Sustainable Aviation Fuel (SAF) 14 15 and enhanced efficiency through the implementation of International Air Transport Association's (IATA) ONE Record's 15 16 standards.

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to reach US$36 trillion by 2026. 16 17

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Hong Kong Air Cargo Terminals Limited (HACTL), with

Air Cargo Terminals Limited (HACTL), with 3.5 million tons capacity, is the largest independent air cargo handler at HKIA.

Asia Airfreight Terminal (AAT) is one of the world's leading air cargo terminal operators.

leading air cargo terminal operators.

Cathay Pacific Services Limited (CPSL) operates the

Services Limited (CPSL) operates the latest air cargo facility in Hong Kong, the Cathay Pacific Cargo Terminal (CPCT), serving airlines operating at HKIA.

HKIA's Dongguan Logistics Park connects HKIA with

Dongguan Logistics Park connects HKIA with the manufacturing hub of the Greater Bay Area (GBA) in Dongguan. By setting up the logistics park in Dongguan and a new airside intermodal cargo pier at HKIA, the innovative transshipment model extends HKIA's cargo services further into the GBA.

Air Cargo Week is a leading publication of world cargo news for airfreight professionals.

news for airfreight professionals.

Sustainable Aviation Fuel (SAF) is a fossil-fuel alternative made from renewable and waste sources, such as used cooking oil and agricultural waste, that can reduce life-cycle carbon emissions by up to 80%.

ONE Record is a standard for data sharing adopted by IATA and creates a single record view of the shipment.

IATA and creates a single record view of the shipment. The standard defines a common data model for the data that is shared via standardized and secured web application programming interface.

16 https://www.experro.com/blog/b2b-ecommerce-statistics/,

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industry will develop under regional integration through the Greater Bay Area (GBA), Regional Comprehensive Economic Partnership (RCEP) 17 18 , and Belt and Road Initiative (BRI) agreements that aim to reduce tariffs and boosts connectivity. New facilities like HKIA's Dongguan Logistics Park is expected to enhance sea-air intermodality.

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volatility manifests as global air cargo growth slowed from 3% YoY in the first half of 2025 to 1% in June, with e-commerce weakening on key routes. 18 19 Competition Competition intensifies as Shenzhen and Guangzhou expand capacities, slightly eroding market share despite strong intra-Asia demand.

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17 Regional Comprehensive Economic Partnership (RCEP) is a free trade agreement among the Asia-Pacific countries of Australia, Brunei, Cambodia, China, Indonesia, Japan, South Korea, Laos, Malaysia, Myanmar, New Zealand, the Philippines, Singapore, Thailand, and Vietnam 18 19 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831 , published on October 24, 2025.

Plan of distribution 6 changes

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Representative's Warrants

Upon closing of this offering, we have agreed

to issue to the Representative or its designees as compensation warrants to purchase up to shares of common stock ([**]% of the aggregate number of shares of common stock sold in this offering, or the "Representative's Warrants"). The Representative's Warrants will be exercisable at a per share exercise price equal to [**]% of the public offering price per share in this offering, which would be a maximum of shares underlying such Representative's Warrants assuming a total of Ordinary Shares are issued in this offering.

The Representative's Warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part. The representative's warrants and underlying shares are included in this prospectus.

The Representative's Warrants have

been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1)(A) of FINRA. The Representative (or permitted assignees under Rule 5110(e)(1)(A)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement of which this prospectus is a part. In addition, the warrants provide for registration rights upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than seven years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(D). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

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