Timwood Holdings: DRS filing (amended)

Cover page 1 change

1 unchanged paragraph

submitted to the U.S. Securities and Exchange Commission on April 20, May 8, 2026.

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Prospectus summary 6 changes

7 unchanged paragraphs

We have historically relied on Forward Transportation Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 and 2024, revenue from Forward Transportation Company Limited were approximately $2.2 million and $2.7 million, respectively, representing approximately 57.3% and 83.7% of our cargo handling services revenue and approximately 30.7% and 46.5% of our total revenue, respectively. Since July 2025, we no longer generate any revenue from Forward Transportation Company Limited. See sections titled " Risk Factors - Risks Related to Our Business and Industry - We have historically relied on a related party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations. " and " Related Party Transactions - Material Transactions with Related Parties. " for more details.

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We are dependent on our suppliers, and any disruption,

We have historically

relied on a related party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations.

We are dependent on our suppliers, and any disruption, non-performance and delayed performance of our suppliers may adversely affect our operations and substantially impact our financial results.

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the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

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Risk factors 6 changes

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We have historically relied on a related

party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations Cargo handling services represent our Group's largest revenue stream, driven by contracts with major airport terminal services and aviation services providers. These services include warehouse operations such as cargo unloading, inventory put-away, order picking, and forklift handling. In 2024, revenue from this segment totaled approximately $3,234,587, increasing to $3,874,042 in 2025.

We have historically relied on Forward Transportation

Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 and 2024, revenue from Forward Transportation Company Limited were approximately $2.2 million and $2.7 million, respectively, representing approximately 57.3% and 83.7% of our cargo handling services revenue and approximately 30.7% and 46.5% of our total revenue, respectively.

Since July 2025, we no longer generate any revenue from Forward Transportation Company Limited, nonetheless, if we continue to rely on such related party in the future, and our business relationship with such related party is for any reason interrupted or terminated, our financial condition and operating results would be materially and adversely affected.

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For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime under Section 16(b) of the Exchange Act. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including the requirement to file Forms 3, 4 and 5, which became effective on March 18, 2026. They will also be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

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MD&A 4 changes

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We have historically relied on Forward Transportation

Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 and 2024, revenue from Forward Transportation Company Limited were approximately $2.2 million and $2.7 million, respectively, representing approximately 57.3% and 83.7% of our cargo handling services revenue and approximately 30.7% and 46.5% of our total revenue, respectively.

Since July 2025, we no longer generate any revenue from Forward Transportation Company Limited. See sections titled " Risk Factors - Risks Related to Our Business and Industry - We have historically relied on a related party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations. " and " Related Party Transactions - Material Transactions with Related Parties. " for more details.

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by a decrease in accounts receivable of $280,950, reflecting improved collection efficiency, and a decrease in amounts due from a related party of $187,370. Additionally, our Group recovered $16,648 from a shareholder, shareholders, further contributing to cash inflows.

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Business 3 changes

9 unchanged paragraphs

We have historically relied on Forward Transportation

Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 and 2024, revenue from Forward Transportation Company Limited were approximately $2.2 million and $2.7 million, respectively, representing approximately 57.3% and 83.7% of our cargo handling services revenue and approximately 30.7% and 46.5% of our total revenue, respectively.

Since July 2025, we no longer generate any revenue from Forward Transportation Company Limited. See sections titled " Risk Factors - Risks Related to Our Business and Industry - We have historically relied on a related party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations. " and " Related Party Transactions - Material Transactions with Related Parties. " for more details.

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Management 2 changes

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will qualify as a "foreign private issuer" under the SEC rules and Nasdaq rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.

will qualify as a "foreign private issuer" under the SEC rules and Nasdaq rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including the requirement to file Forms 3, 4 and 5, which became effective on March 18, 2026. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to the SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Ordinary Shares.

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Related party transactions 3 changes

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Due from an ex-shareholder

Forward Transportation Company Limited

Due from shareholders

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Index to financial statements 107 changes

Unaudited Interim Condensed Consolidated Statements of Operations and Other Comprehensive Income for the Six-Month Ended December 31, 2025 and 2024 Unaudited Interim Condensed Consolidated Balance Sheets as of December 31 2025 and June 30, 2025 Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six-Month Ended December 31, 2025 and 2024 Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six-Month Ended December 31, 2025 and 2024 Notes to the Unaudited Interim Condensed Consolidated Financial Statements TIMWOOD ASIA LOGISTICS LIMITED INDEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Statements of Operations and Other Comprehensive Income for the Years Ended June 30, 2025 and 2024 Balance Sheets as of June 30, 2025 and 2024 Statements of Changes in Shareholders' Equity for the Years Ended June 30, 2025 and 2024 of Cash Flows for the Years Ended June 30, 2025 and 2024 to the Financial Statements TIMWOOD HOLDINGS LIMITED INXEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets as at September 18, 2025 (date of incorporation) Notes to the Financial Statements RIGHTIME ACTION LIMITED INXEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets as at October 3, 2025 (date of incorporation) Notes to the Financial Statements F- 1 Timwood Holdings Limited and its subsidiaries Unaudited Interim Condensed Consolidated Statements of Operations and Other Comprehensive Income the six-month ended 31 December, 2025 and 2024 (Unaudited) (Unaudited) Six-month ended Six-month ended 31 December, 2025 31 December, 2024 Note US$ US$ Revenue 4,287,965 3,956,532 Less:

and general expenses

comprehensive income, net of tax:

Currency translation differences

comprehensive income for the period

per share, basic and diluted

average number of shares, basic and diluted

Holdings Limited and its subsidiaries

Interim Condensed Consolidated Balance Sheets

at 31 December, 2025 and 30 June, 2025

Deposits and other receivables

Amount due from an ex-shareholder

Amount due from a related company

Amounts due from shareholders

Cash and cash equivalents

Equity and liabilities

Capital and reserves

Exchange reserve/(deficit)

Accounts payable and accruals

Amount due to a director

Total equity and liabilities

Holdings Limited and its subsidiaries

Interim Condensed Consolidated Statement of Changes in Shareholders' Equity the six-month ended 31 December, 2025 and 2024 capital earnings (deficit)/ reserve reserve Total US$ US$ US$ US$ US$ At 1 July 2024 2,001 166,467 - 169,009 Profit for the period - 583,730 - - 583,730 Other comprehensive income for the period - - 2,921 - 2,921 At 31 December, 2024 (unaudited) 2,001 750,197 3,462 - 755,660 At 1 July 2025 2,001 48,790 (10,805 ) - 39,986 Issue of shares in Timwood Asia - - - Reorganization (13 ) - - - Profit for the period - 579,762 - - 579,762 Other comprehensive income for the period - - 14,047 - 14,047 At 31 December, 2025 (unaudited) 2,000 628,552 3,242 633,807 F- 4 Timwood Holdings Limited and its subsidiaries Unaudited Interim Condensed Consolidated Statement of Cash Flows For the six-month ended 31 December, 2025 and 2024 (Unaudited) (Unaudited) 31 December, 2025 31 December, 2024 US$ US$ Cash flows from operating activities Profit before tax 668,836 673,772 Adjustments for:

Bank interest income

Loan interest income

Change in working capital

Increase in account receivables

Increase in prepayments

Decrease/(increase) in deposits and other receivables

Increase in amount due from a director

Decrease in amount due to related company

Increase/(decrease) in amount due to a director

Decrease in amount due from a related company

Increase/(decrease) in accounts payable and accruals

Increase in amount due from

from operations and net cash generated from operating activities

Cash flows from investing activities

Bank interest received

Loan interest received

generated from investing activities

Cash flows from financing activities

Dividend paid to shareholders

used in financing activities

Net (decrease)/increase in cash

and cash equivalents

Cash and cash equivalents at

Effect of foreign exchange

cash equivalents at end of period

Holdings Limited and its subsidiaries

to the Unaudited Interim Condensed Consolidated Financial Statements the six-month ended 31 December, 2025 and 2024 Note 1 - Company, Nature of Operations and Summary of Significant Accounting Policies and Nature of Operations Timwood Holdings Limited (the "Company", and together with its subsidiaries, the "Group") is a limited liability company incorporated in the Cayman Islands on 18 September 2025. The principal activity of the Company is investment holding. The principal activities of the subsidiaries are:

of the Company's principal subsidiaries are as follows:

Principal activities

Rightime Action Limited

British Virgin Islands

Timwood Asia Logistics Limited

Provision of human resource services

unaudited interim condensed consolidated financial statements for six-month ended 31 December 2025 of the Group have been prepared in United States dollars and in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

30 October 2018, Timwood Asia Logistics Limited ("Timwood Asia") was incorporated in Hong Kong on 30 October 2018.

1 July 2025, Timwood Asia issued an additional 90 ordinary shares to Mr. Lam Chi Wai, the ultimate controlling party of Timwood Asia.

18 September 2025, the Company was incorporated in the Cayman Islands. It was wholly-owned by Mr. Lam Chi Wai. As at the date of the incorporation, the Company had authorized share capital of US$50,000 divided into 500,000,000 shares of US$0.0001 each. A total of 20,000,000 ordinary shares were issued at par, amounting to US$2,000 on incorporation.

29 September 2025, Mr. Lam Chi Wai acquired the remaining 4 shares of Timwood Asia from Mr. Ng Man Hon at the consideration of HK$4.

Mr. Lam Chi Wai was then become the sole shareholder of Timwood Asia.

3 October 2025, the Company formed a wholly-owned subsidiary called Rightime Action Limited ("Rightime Action"), which was incorporated in the British Virgin Islands.

13 October 2025, Mr. Lam Chi Wai transferred all his shares in Timwood Asia to Rightime Action at a consideration of HK$100. Timwood Asia was then become the wholly-owned subsidiary of Rightime Action.

October 27, 2025, Mr. Lam Chi Wai entered into instrument of transfers with Smart Legacy Limited, Honest Action Limited, Joyful Keen Limited, Glory Everest Limited, Leadway Century Limited, Merit Triumph Limited, Shine Splendid Limited, Asian Excel Limited, Step Executive Limited, Trump Energy Limited, Merit Profession Limited and HashDao Limited, respectively. Pursuant to the instrument of transfers, Mr. Lam Chi Wa i is to sell, and Smart Legacy Limited, Honest Action Limited, Joyful Keen Limited, Glory Everest Limited, Leadway Century Limited, Merit Triumph Limited, Shine Splendid Limited, Asian Excel Limited, Step Executive Limited, Trump Energy Limited, Merit Profession Limited and HashDao Limited are to acquire 10,200,000, 427,000, 427,000, 996,000, 1,002,000, 996,000, 996,000, 1,002,000, 1,002,000, 996,000, 996,000 and 960,000 Ordinary Shares in the Company, each at the consideration of US$0.0001, respectively. Subsequent to the transfer, the Company became owned as to 51%, 2.14%, 2.14%, 4.98%, 5.01%, 4.98%, 4.98%, 5.01%, 5.01%, 4.98%, 4.98% and 4.80% by Smart Legacy Limited, Honest Action Limited, Joyful Keen Limited, Glory Everest Limited, Leadway Century Limited, Merit Triumph Limited, Shine Splendid Limited, Asian Excel Limited, Step Executive Limited, Trump Energy Limited, Merit Profession Limited and HashDao Limited, respectively.

The proceeds of US$2,000 in relation to the aggregated 20,000,000 ordinary shares in the Company have not been settled by the parties and recorded in amounts due from shareholders as at 31 December 2025.

Holdings Limited and its subsidiaries

to the Unaudited Interim Condensed Consolidated Financial Statements (Continued) For the six-month ended 31 December, 2025 and 2024 Note 1 - Company, Nature of Operations and Summary of Significant Accounting Policies (continued) Reorganization (continued) The reorganization was completed prior to 31 December 2025. Accordingly, the unaudited interim condensed consolidated financial statements have been prepared in the name of Timwood Holdings Limited.

basis presentation: Financial information prior to the conveyances has been presented on a combined basis, reflecting the historical results of Timwood Asia under common control.

basis presentation: Financial information subsequent to the conveyances has been presented on a consolidated basis, reflecting Timwood Holdings Limited and its subsidiaries.

with the guidance in FASB Accounting Standards Codification ("ASC") 805-50-45-2 and 45-5, the reorganization has been accounted for as a transaction among entities under common control. In addition, in accordance with FASB ASC 250-10-45-21, the equity section and measures of earnings per share have been retrospectively recast to reflect the change in capital structure.

connection with the reorganization, the Company has retrospectively adjusted the weighted average number of shares and earnings per share ("EPS") for all periods presented to reflect the capital structure of Timwood Holdings Limited as if the reorganization had occurred at the beginning of the earliest period presented. This adjustment ensures comparability across reporting periods and provides a consistent basis for evaluating performance. The table below illustrates the impact of the retrospective recasting on EPS for the six months ended 31 December 2025 and 2024.

preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which from the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group's unaudited interim condensed consolidated financial statements include expected credit loss allowance for credit losses on accounts receivable and other receivables. Actual results may differ from these estimates.

and Cash Equivalents

and cash equivalents consist of cash held by a bank.

Currency Transactions and Translations

transactions in currencies other than functional currencies during the period are translated at the exchange rates prevailing on the respective transaction dates. Monetary assets and liabilities existing at the balance sheet date denominated in currencies other than functional currencies are re-measured at the exchange rates on that date. Exchange differences are recorded in the unaudited interim condensed consolidated statement of operations.

Holdings Limited and its subsidiaries

to the Unaudited Interim Condensed Consolidated Financial Statements (Continued) For the six-month ended 31 December, 2025 and 2024 Note 1 - Company, Nature of Operations and Summary of Significant Accounting Policies (continued) Foreign Currency Transactions and Translations (continued) The functional currency of the Company is HKD. The unaudited interim condensed consolidated financial statements are translated in accordance with ASC 830 "Foreign Currency Matters". The unaudited interim condensed consolidated financial statements and other financial data of the Group included in this repot are presented in U.S. dollars. The unaudited interim condensed consolidated financial statements translated into U.S. dollars, using published exchange rates from financial institution, based on (i) period-end exchange rates or the rates of exchange ruling at the balance sheet date for assets and liabilities and (ii) average period exchange rates for income and expense items. Capital accounts are translated at historical exchange rates when the transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders' equity.

other comprehensive income (loss) represents principally functional currency translation adjustments and is included in the unaudited interim condensed consolidated statement of changes in shareholders' equity.

and 27 more changes in the filing