Timwood Holdings: securities offering

Cover page 20 changes

Draft registration statement as confidentially

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

submitted to As filed with the U.S. Securities and Exchange Commission on May 26, 2026.

Commission on July 10, 2026.

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[COGENCY GLOBAL INC.

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10100 Santa Monic Boulevard

10100 Santa Monica Boulevard

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Subject to Completion, Dated [ ], 2026 July

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[____________] Ordinary Shares

5,600,000 Ordinary Shares

We are offering [ ] 5,600,000 ordinary shares, US$0.0001

par value per share ("Ordinary Shares"). This is the initial public offering of our Ordinary Shares. Prior to this Offering, there has been no public market for our Ordinary Shares. It is currently estimated that the initial public offering price per share will be between US$[ ] US$4.00 and US$[ ]. US$6.00. We intend to list our Ordinary Shares on the Nasdaq Capital Market under the symbol "[ ]" "TIWD"

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Immediately after completing Offering, our

largest shareholder, Mr. Chi Wai LAM will, through his wholly-owned entity Smart Legacy Limited, beneficially own approximately [ ]% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% assuming full exercise of the underwriters' over-allotment option. As a result, we expect to be a

"controlled company" within the meaning of rule 5615(c) of Nasdaq Stock Market LLC ("Nasdaq Listing Rules").

See section titled "Prospectus Summary - Implications of Being a Controlled Company".

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total cash expenses for this offering (including cash expenses payable to our underwriters and out-of-pocket expenses) to be approximately US$[ ], US$1,630,000, exclusive of the above underwriting discounts. These payments will further reduce proceeds available to us before expenses. See "Underwriting."

This Offering is being conducted on a firm commitment

commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares if any such shares are taken. We have granted the underwriters an option for a period of 45 days after the closing of this Offering to purchase up to 15% of the total number of our Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discount. If the underwriters exercise the over-allotment option in full, the total underwriting discounts payable will be US$[ ] based on an offering price of US$[ ] per Ordinary

Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discount. If the underwriters exercise the over-allotment option in full, the total underwriting discounts payable will be US$1,932,000 based on an offering price of US$5.00 per Ordinary Share, and the total gross proceeds to us, before underwriting discounts and expenses, will be US$[ ]. US$32,200,000. If we complete this Offering, net proceeds will be delivered to us on the closing date.

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Prospectus summary 11 changes

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wholly-owned by Mr. Chi Wai LAM. Smart Legacy Limited is an investment holding company incorporated under the laws of the British Virgin Islands and wholly-owned by Mr. Chi Wai LAM. On October 27, 2025, Mr. Chi Wai LAM 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.

At the time of incorporation, our Company was wholly-owned

by Mr. Chi Wai LAM. Smart Legacy Limited is an investment holding company incorporated under the laws of the British Virgin Islands and wholly-owned by Mr. Chi Wai LAM. On October 27, 2025, Mr. Chi Wai LAM 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. Chi Wai LAM 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 our Company, each at the consideration of HK$1, US$1, respectively.

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On June 4, 2026, Joyful Keen Limited entered into

an instrument of transfer with HashDao Limited. Pursuant to the instrument of transfer, HashDao Limited is to sell and Joyful Keen Limited is to acquire 480,000 Ordinary Shares in our Company, at the consideration of US$1. Subsequent to the transfer, Joyful Keen Limited and HashDao Limited owned 4.54% and 2.4% of our Company, respectively.

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We are a "controlled company" defined under the Nasdaq Stock Market Rules. We may elect to rely on the "controlled company" exemption under the Nasdaq listing rules in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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Implications of Being a Controlled Company

Upon the completion of this Offering, we will

be a "controlled company" as defined under the Nasdaq Listing Rules because Mr. Chi Wai LAM will, through his wholly-owned entity Smart Legacy Limited, beneficially own approximately [ ]% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% assuming full exercise of the underwriters' over-allotment option. For so long as we remain a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See section titled " Risk Factors - Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares ."

Even if we cease to be a controlled company, we

may still rely on exemptions available to foreign private issuers.

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The offering 9 changes

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[ ] Ordinary Shares (or [ ] Ordinary Shares if the

US$[ ] per Ordinary Share.

5,600,000 Ordinary Shares (or 6,440,000 Ordinary Shares if the underwriters exercise their option to purchase additional Ordinary Shares within 45 days of the date of the closing of this Offering in full).

Between US$4.00 and US$6.00 per Ordinary Share.

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[ ] 25,600,000 Ordinary Shares (or [ ] Ordinary Shares if the underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full), excluding [ ] 26,440,000 Ordinary Shares if the underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full) Over-allotment option to purchase additional Ordinary Shares:

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We estimate that we will receive net proceeds from

from this Offering of approximately US$[ ] US$24,480,000 (or US$[ ] US$28,396,500 if the underwriters exercise their over-allotment option to purchase additional Ordinary Shares from us in full), based on an assumed initial public offering price of US$[ ] US$5.00 per share, after deducting the estimated underwriting discounts, commissions and offering expenses payable by us.

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We intend to list the Ordinary Shares on the Nasdaq Capital Market under the symbol "[ ]". "TIWD".

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Transhare Corporation

Risk factors 16 changes

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Mr. Chi Wai LAM, through Smart Legacy Limited, beneficially

beneficially owns approximately 51% 51.00% on a pre-Offering basis and [ ]% 39.84% of our issued and outstanding Ordinary Shares on a post-Offering basis, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% 38.58% assuming full exercise of the underwriters' over-allotment option. As a result, Mr. Chi Wai LAM will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of our Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

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are a "controlled company" defined under the Nasdaq Stock Market Rules. We may elect to rely on the "controlled company" exemption under the Nasdaq listing rules in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

expect that Mr. Chi Wai LAM, through Smart Legacy Limited, to own a majority of our Ordinary Shares following the Offering and continue to be a controlled company pursuant to "controlled company" defined under the Nasdaq Stock Market Rules. Accordingly, we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

exemption from the rule that a majority of our board of directors must be independent directors;

exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We do not currently intend to rely on these

exemptions. If we in the future elect to rely on these exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please refer to the paragraph titled "Risk Factors - Our significant shareholder has considerable influence over our corporate matters."

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The market price of our Ordinary Shares could

market price of our Ordinary Shares could decline as a result of sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. An aggregate of 20,000,000 Ordinary Shares are outstanding before the consummation of this Offering and [ ] Ordinary Shares will be outstanding immediately after this Offering. All of the Ordinary Shares sold in the Offering will be freely transferable without restriction or further registration under the Securities Act. The remaining Ordinary Shares will be "restricted securities" as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

An aggregate of 20,000,000 Ordinary Shares are outstanding before the consummation of this Offering and 25,600,000 Ordinary Shares will be outstanding immediately after this Offering. All of the Ordinary Shares sold in the Offering will be freely transferable without restriction or further registration under the Securities Act. The remaining Ordinary Shares will be "restricted securities" as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

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The sale of substantial amounts of Ordinary Shares

sale of substantial amounts of Ordinary Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this Offering we will have a total of [ ] 25,600,000 Ordinary Shares outstanding. Of the outstanding Ordinary Shares, the [ ] 5,600,000 Ordinary Shares sold or issued in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any Ordinary Shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in "Ordinary Shares Eligible for Future Sale." All remaining Ordinary Shares, which are currently held by our shareholder, may be sold in the public market in the future subject to the lock-up agreements and the restrictions contained in Rule 144 under the Securities Act. If our shareholders sell a substantial amount of Ordinary Shares, the prevailing market price for our Ordinary Shares could be adversely affected. Our executive officers, directors and shareholders will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of our Ordinary Shares and certain other securities held by them for a period of no less than six months following the date of this prospectus. The underwriters may, in their sole discretion and at any time without notice, release all or any portion of the Ordinary Shares subject to any such lock-up agreements. As restrictions on resale end, the market price of our Ordinary Shares could drop significantly if the holders of our restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Ordinary Shares or other securities.

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higher than the net tangible book value per share of our Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediate dilution of approximately US$[ ] US$4.02 in the net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. Please refer to the section titled "Dilution."

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to our offering and may result in prohibitions on the trading of our Class A Ordinary Shares on the Nasdaq Stock Market, if our auditors fail to meet the PCAOB inspection requirement in time.

Use of proceeds 1 change

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from this Offering of approximately US$[ ], US$24,480,000, or approximately US$[ ] US$28,396,500 if the underwriters exercise their option to purchase additional Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$[ ] US$5.00 per share, being the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

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Capitalization 14 changes

The following tables set forth our capitalization as of June 30, 2025:

as of December 31, 2025:

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on an as adjusted basis to give effect to the issuance and sale of [

] on an as adjusted basis to give effect to the issuance and sale of 5,600,000 Ordinary shares at an assumed initial public offering price of US$[ ] US$5.00 per Ordinary Shares after deducting the underwriting discounts and commissions and estimated Offering expenses payable by us.

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Shares, US$0.0001 par value each, 500,000,000 Ordinary Shares authorized, [ ] Ordinary Shares issued and outstanding;

comprehensive income

Shareholders' Equity

The table above is based on 20,000,000 Ordinary

Shares outstanding as of June 30, 2025.

As of December 31, 2025

Ordinary Shares, US$0.0001 par value each, 500,000,000 Ordinary Shares authorized, 25,600,000 Ordinary Shares issued and outstanding; as adjusted 2,000 2,560 2,644 Additional paid-in capital - 24,479,440 28,395,856 Retained earnings 628,552 628,552 628,552 Capital reserve Exchange reserve 3,242 3,242 3,242 Total Shareholders' Equity 633,807 25,113,807 29,030,307 Total capitalization 633,807 25,113,807 29,030,307 The table above is based on 20,000,000 Ordinary Shares outstanding as of December 31, 2025.

Assuming no exercise of the over-allotment option

option by the underwriters, a US$1.00 increase (decrease) in the assumed initial public offering price of US$[ US$5.00 per Ordinary Share would increase (decrease) each of additional paid-in capital, retained earnings, accumulated comprehensive income, total shareholders' equity and total capitalization by US$[ ] approximately US$5.2 million, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us. An increase (decrease) of [ ] shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, retained earnings, accumulated comprehensive income, total shareholders' equity and total capitalization on an as adjusted basis by approximately US$[ ] million, assuming the initial public offering price of US$[ ] per Ordinary Share, remains the same, and after deducting estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

An increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, retained earnings, accumulated comprehensive income, total shareholders' equity and total capitalization on an as adjusted basis by approximately US$4.7 million, assuming the initial public offering price of US$5.00 per Ordinary Share, remains the same, and after deducting estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

Dilution 14 changes

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of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of June 30, December 31, 2025 was US$1,057,082 US$3,100,019 or US$0.05 US$0.03 per share based on 20,000,000 Ordinary Shares outstanding as of June 30, December 31, 2025.

After giving effect to the issuance and sale of

of [ ] 5,600,000 Ordinary Shares in this Offering at an assumed initial public offering price of US$[ ] US$5.00 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated Offering expenses payable by us, our as adjusted net tangible book value as of June 30, December 31, 2025 would have been US$[ ] US$0.98 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of US$[ ] US$0.95 to existing shareholders and an immediate dilution in net tangible book value of US$[ ] US$4.02 per Ordinary Share to investors purchasing Ordinary Shares in this Offering. The following table illustrates such dilution:

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Increase in net tangible book value per share attributable

As adjusted net tangible book value after giving effect to

Amount of dilution in net tangible book value to investors

The following table summarizes, on an as adjusted

The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

Net tangible book value per share as of June 30, December 31, 2025

Increase in net tangible book value per share attributable to existing shareholders 0.95 As adjusted net tangible book value after giving effect to this Offering 0.98 Amount of dilution in net tangible book value to investors in this Offering 4.02 The following table summarizes, on an as adjusted basis as of June 30, December 31, 2025, the total number of Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed initial public offering Price of US$[ ] US$5.00 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

to Existing Shareholders

Investors in this Offering

Each $1.00 US$1.00 increase (decrease) in the assumed

assumed initial public offering price of $4.00 US$5.00 per Class A Ordinary Share would increase (decrease) our as adjusted net tangible book value as of August December 31, 2025 after this offering by approximately $0.09 US$0.20 per Class A Ordinary Share, and would increase (decrease) dilution to new investors by $0.91 approximately US$0.80 per Class A Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts. An increase (decrease) of 1,000,000 Class A Ordinary Share in the number of Class A Ordinary Shares we are offering would increase (decrease) our as adjusted net tangible book value as of August December 31, 2025 after this offering by approximately $0.08 US$0.15 per Class A Ordinary Share, and would decrease (increase) dilution to new investors by approximately $0.08 US$0.15 per Class A Ordinary Share, assuming the assumed initial public offering price per Class A Ordinary Share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimate underwriting discounts. The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

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Our corporate structure and history 7 changes

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wholly-owned by Mr. Chi Wai LAM. Smart Legacy Limited is an investment holding company incorporated under the laws of the British Virgin Islands and wholly-owned by Mr. Chi Wai LAM. On October 27, 2025, Mr. Chi Wai LAM 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.

At the time of incorporation, our Company was wholly-owned

by Mr. Chi Wai LAM. Smart Legacy Limited is an investment holding company incorporated under the laws of the British Virgin Islands and wholly-owned by Mr. Chi Wai LAM. On October 27, 2025, Mr. Chi Wai LAM 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. Chi Wai LAM 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 our Company, each at the consideration of HK$1, US$1, respectively.

Subsequent to the transfer, our 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 chart below illustrates our corporate structure and identifies our subsidiaries prior to and after our Group's initial public offering: Limited, respectively.

On June 4, 2026, Joyful Keen Limited entered into

an instrument of transfer with HashDao Limited. Pursuant to the instrument of transfer, HashDao Limited is to sell and Joyful Keen Limited is to acquire 480,000 Ordinary Shares in our Company, at the consideration of US$1. Subsequent to the transfer, Joyful Keen Limited and HashDao Limited owned 4.54% and 2.4% of our Company, respectively.

chart below illustrates our corporate structure and identifies our subsidiaries prior to and after our Group's initial public offering:

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Management 2 changes

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company of which more than 50% of the voting power held by a single entity is considered a "controlled company" under the Nasdaq rules. A controlled company is not required to comply with the Nasdaq corporate governance rules requiring a board of directors to have a majority of independent directors to have independent audit, compensation, and nominating and corporate governance committees.

Following the completion of this Offering, we will be a "controlled company" as defined under the Nasdaq rules.

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Principal stockholders 2 changes

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The percentage of Shares beneficially owned prior

percentage of Shares beneficially owned prior to this Offering is based on 20,000,000 Shares outstanding. The percentage of Shares beneficially owned after this Offering is based on the number of Shares outstanding prior to this Offering plus the [ ] 5,600,000 Shares that we are selling in this Offering, based on an assumed initial public offering price of $[ ] US$5.00 per Share, which is the midpoint of the range set forth on the cover page of the prospectus, and no exercise of the underwriters' over-allotment option.

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Description of share capital and memorandum and articles of association 2 changes

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The share capital of our Company consists of Ordinary

The share capital of our Company consists of Ordinary Shares. As of the date hereof, our authorized share capital is US50,000 divided into 500,000,000 Ordinary Shares of par value US$0.0001 each. As of the date of this prospectus, 20,000,000 Ordinary Shares were issued and outstanding. We will issue [ ] 5,600,000 Ordinary Shares in this Offering.

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Shares eligible for future sale 2 changes

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have [ ] 25,600,000 Ordinary Shares (or [ ] 26,440,000 Ordinary Shares if the underwriters exercise their over-allotment option in full). All of the Ordinary Shares sold in this Offering will be freely transferable by persons other than our "affiliates", as that term is defined in Rule 144 promulgated under the Securities Act, without restriction or further registration under the Securities Act.

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1% of the then outstanding Shares of the same class, which will equal approximately [ ] 2,560,000 Ordinary Shares immediately after this Offering, assuming the over-allotment option is not exercised, and [ ] 2,644,000 Ordinary Shares, assuming the over-allotment option is exercised in full; or the average weekly trading volume of our Shares on Nasdaq, where we have applied to list our Shares, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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Plan of distribution 13 changes

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option. This option, which is exercisable for up to 45 days after the closing of this offering, permits the underwriters to purchase up to an additional 15% of the total number of our Ordinary Shares offered by us pursuant to this offering (excluding shares subject to this option), or [ ] 840,000 additional Ordinary Shares, at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional Ordinary Shares as the number listed next to the underwriter's name in the preceding table bears to the total number of Ordinary Shares listed next to the names of all underwriters in the preceding table.

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Initial public offering price per share is assumed as $[ ] US$5.00 per share.

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offering, including, without limitation, all filing fees and communication expenses relating to the registration of the securities to be sold in this offering (including the over-allotment securities) with the SEC and the filing of the offering materials with FINRA;

the costs of all mailing and printing of the underwriting documents (including the underwriting agreement, any blue sky surveys and, if appropriate, any other transaction documents), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; the costs and expenses of a public relations firm; the costs of preparing, printing and delivering of any certificates representing the securities being sold;

We have agreed to pay expenses relating to the

offering, including, without limitation, all filing fees and communication expenses relating to the registration of the securities to be sold in this offering (including the over-allotment securities) with the SEC and the filing of the offering materials with FINRA; all fees and expenses relating to the listing of such the securities to be sold in this offering on Nasdaq; all reasonable fees, expenses and disbursements relating to background checks of the Company's officers and directors; all fees, expenses and disbursements relating to the registration or qualification as the Representative may reasonably designate (including, without limitation, all filing and registration fees), and stock exchange listing process to such counsel at the closing of this offering; or any payments to cover all filing fees upon the commencement of work by such counsel (with the balance of such counsel fees and expenses to be due on the closing of this offering;

or any payments to cover all filing fees upon the commencement of work by such counsel (with the balance of such counsel fees and expenses to be due on the closing of this offering); the costs of all mailing and printing of the underwriting documents (including the underwriting agreement, any blue sky surveys and, if appropriate, any other transaction documents), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; the costs and expenses of a public relations firm; the costs of preparing, printing and delivering of any certificates representing the securities being sold; the costs of road show meetings, travel, lodging and preparation of materials for the meetings; fees and expenses of the transfer agent for the securities being sold, and up to $15,000 fees and expenses for the eligibility services of The Depository Trust Company services to be provided by the Representative; stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; the fees and expenses of the Company's accountants and the fees and expenses of the Company's legal counsel and other agents and representatives. In no event will the amount of legal fees, costs and expenses incurred by the Representative that the Company shall be responsible for exceed $180,000 exclusive of the fees and expenses for DTC eligibility and (inclusive of any advances made by the Company with respect thereto).

The Company has paid a retainer of $45,000 US$45,000 to the

the Representative as an advance against accountable expenses referenced above, and has agreed to pay an additional $45,000 US$45,000 to the Representative upon certain other conditions precedent as an additional advance against accountable expenses which shall be applied towards the maximum allowable expense advance of $180,000. US$180,000. Any advances made by the Company or funds held by the Representative on deposit therefor from the Company in respect of the foregoing expenses will be returned to us to the extent the Representative's out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A) and Rule 5110(g)(4)(B).

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with this offering, other than the underwriting discounts referred to above, will be approximately $[ ], US$1,630,000, including a maximum aggregate reimbursement of $180,000 US$180,000 of Representative's accountable expenses.

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on Nasdaq under the symbol "[ ]." At this time, Nasdaq has not yet approved our application to list our Ordinary Shares.

We have applied to list our Ordinary Shares on

Nasdaq under the symbol "TIWD." At this time, Nasdaq has not yet approved our application to list our Ordinary Shares. The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq. The Ordinary Shares will not be listed on any stock exchange.

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Expenses of the offering 1 change

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Underwriters accountable expenses

Enforcement of civil liabilities 3 changes

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Inc. as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this Offering or any purchase or sale of securities in connection with this Offering. The address of our agent is 122 East 42 nd Street, 18 th Floor, New York, NY 10168. Ogier, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

Ogier, our counsel as to Cayman Islands law, has

advised us that there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

8 unchanged paragraphs

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

Amount due from a shareholder

Cash and cash equivalents

Equity and liabilities

Capital and reserves

Exchange reserve/(deficit)

Accounts payable and accruals

Amount due to a director

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/(decrease) in amounts due to related companies

Decrease in amount due from a related company

Increase/(decrease) in accounts payable and accruals

operations and net cash generated from operating activities

Cash flows from investing activities

Bank interest received

Loan interest received

from investing activities

Cash flows from financing activities

Dividend paid to shareholders

Increase in amount due from a director

Increase/(decrease) in amount due to a director

Increase in amount due from an ex-shareholder

Decrease in amounts due to related companies

Decrease in amount due from a related

financing activities

Net (decrease)/increase in cash and cash

Cash and cash equivalents at beginning

Effect of foreign exchange rate changes

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

Recent Sales of Unregistered Securities 3 changes

3 unchanged paragraphs

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. Chi Wai LAM 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 our Company, each at the consideration of HK$1, US$1, respectively. Subsequent to the transfer, our 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.

On June 4, 2026, Joyful Keen Limited entered into

an instrument of transfer with HashDao Limited. Pursuant to the instrument of transfer, HashDao Limited is to sell and Joyful Keen Limited is to acquire 480,000 Ordinary Shares in our Company, at the consideration of US$1. Subsequent to the transfer, Joyful Keen Limited and HashDao Limited owned 4.54% and 2.4% of our Company, respectively.

2 unchanged paragraphs

Exhibits 2 changes

5 unchanged paragraphs

(b) Financial Statement Schedules

Opinion of Ogier as to the validity of the Ordinary Shares and certain Cayman Islands tax matters* 8.1 Opinion of David Fong & Co., as to certain Hong Kong tax matters (included in Exhibit 99.1)* 8.2 Opinion of Ogier as to Cayman Islands tax matters (included in Exhibit 5.1)* 10.1 Employment Agreement between the Registrant and Ngar Tat Eddie CHEUNG, the Registrant's Chairman* 10.2 Employment Agreement between the Registrant and Chi Wai LAM, the Registrant's Chief Executive Officer* 10.3 Employment Agreement between the Registrant and Ka Kin TAM, the Registrant's Chief Financial Officer* 10.4 Form of Director Agreement between the Registrant and its Directors* 10.5 Form of Independent Director Agreement between the Registrant and its Independent Directors* 10.6 Tenancy agreement of B23, 5/F, Wing Hong Factory Building, 777-783 Yu Chau West Street, Cheung Sha Wan, Kowloon, Hong Kong* 14.1 Code of Business Conduct and Ethics* 21.1 List of Subsidiaries* 23.1 Consent of Onestop Assurance PAC* 23.2 Consent of Ogier (included in Exhibit 5.1)* 23.3 Consent of David Fong & Co., Hong Kong counsel to the Registrant (included in Exhibit 99.1)* 24.1 Power of Attorney (included on signature page to the registration statement) 99.1 Opinion of David Fong & Co., Hong Kong counsel to the Registrant, regarding certain Hong Kong legal and tax matters* 99.2 Charter of the Audit Committee* 99.3 Charter of the Compensation Committee* 99.4 Charter of the Nominating and Corporate Governance Committee* 99.5 Consent of [ ], Independent Director Nominee** 99.6 Consent of [ ], Independent Director Nominee ** 99.7 Consent of [ ], Independent Director Nominee ** 99.8 Executive Compensation Recovery Policy* 99.9 Insider Trading Policy* Calculation of Registration Fee* * Filed herein ** To be filed by amendment (b) Financial Statement Schedules None.

Undertakings 4 changes

8 unchanged paragraphs

Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on [ ], July 10, 2026.

5 unchanged paragraphs

/s/ Ngar Tat Eddie CHEUNG

13 unchanged paragraphs

as amended, the undersigned, the duly authorized representative in the United States of Timwood Holdings Limited, has signed this registration statement in New York, on [ ], July 10, 2026.

1 unchanged paragraph

[Colleen /s/ Collen A. De Vries

1 unchanged paragraph