Timwood Holdings: securities offering (amended)

Cover page 3 changes

timwoodf1a1073026.htm

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Commission on July 10, 31, 2026.

Registration No. 333-[ ] 333-297367

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Risk factors 2 changes

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

beneficially owns approximately 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 be able to exert influence on the operations of our Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control Such influence 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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Dilution 1 change

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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 December 31, 2025 was US$3,100,019 US$633,807 or US$0.03 per share based on 20,000,000 Ordinary Shares outstanding as of December 31, 2025.

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Management 7 changes

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have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specific time period. We may terminate employment for cause for certain acts of executive officers, such as commission of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties.

We may also terminate an executive officer's employment without cause upon a three-month advance written notice. An executive officer may resign anytime with a three-month advance written notice.

executive officer has agreed to hold, during his or her employment and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third-party received by us and for which we have confidential obligations.

We have entered into employment agreements

with each of our executive officers. Under these agreements, each of our executive officers is employed for a term which shall continue until the executive officer's successor is duly elected or appointed and qualified or until the executive officer's earlier death, disqualification, resignation or removal from office. In the event that the executive officer's successor has not been duly elected or appointed, the executive officer agrees to continue to serve until such successor has been duly elected or appointed and qualified.

Each executive officer has agreed to hold,

during his or her employment and after the termination or expiry of his or her employment agreement, in strict confidence and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of employment duties) any proprietary, confidential and secret information which is a competitive asset of the Company.

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Related party transactions 19 changes

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our Group has entered into during the fiscal years ended June 30, 2026, 2025, 2024, 2023 and for the six months ended December 31, 2025: 2023:

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Forward Transportation Company Limited ("Forward Transportation")

Transportation Company Limited ("Forward Transportation") is controlled by Mr. Chi Wai LAM, the sole director of Timwood. Timwood provided cargo handling services to Forward Transportation.

Timwood provided cargo handling services to Forward Transportation. As of June 30, 2025, the balance due from Forward Transportation amounted to $314,635, comprising accounts receivable, management fees payable, expenses paid or recharged on its behalf. During the six months year ended December 31, 2025, June 30, 2026, the balance has been fully settled.

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Kong Secure Transportation Systems Limited ("HKSTS") is controlled by Mr. Chi Wai LAM, the sole director of Timwood.

This balance was fully settled during the year ended June 30, 2025.

Hong Kong Secure Transportation Systems Limited ("HKSTS") is controlled by Mr. Chi Wai LAM, the sole director of Timwood. As of June 30, 2024, the balance of $58,910 represented a consultancy fee payable to HKSTS, net of a fund transferred from Timwood. This balance was fully settled during the year ended June 30, 2025. As of June 30, 2026, the balance of $13,389 represented a management fee payable to HKSTS, net of a fund transferred from Timwood.

Packing Materials Limited ("IPM") is controlled by Mr. Chi Wai LAM, the sole director of Timwood. As of June 30, 2024, the balance of $138,310 consisted of a consultancy fee payable to IPM. This balance was fully settled during the year ended June (e) The amount due from Mr. Chi Wai LAM as of December 31, 2025 June 30, 2026 was attributable to nominal unpaid capital based on par value of shares issued to the shareholder.

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2025, 2024, 2023 and six months ended December 31, 2025

2026, 2025, 2024 and 2023

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Forward Transportation Company

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Aircargo Security Screening Centre Limited

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Hong Kong Secure Transportation Systems Limited

(a) Forward Transportation

Company Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. Timwood provided cargo handling services to Forward Transportation, generating revenue of $2,218,851, $2,706,797 and $3,113,035 for the years ended June 30, 2025, 2024 and 2023, respectively. In addition, Timwood paid management fees to Forward Transportation for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $23,107 for the years ended June 30, 2025, $23,020 in 2024 and $22,967 in 2023. During the six months ended December 31, 2025, management fees paid to Forward Transportation amounted to $11,543.

In addition, Timwood paid management fees to Forward Transportation for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $23,042 for the years ended June 30, 2026, $23,107 for the years ended June 30, 2025, $23,020 in 2024 and $22,967 in 2023.

(b) Hong Kong Secure Transportation

Systems Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. During the year ended June 30, 2024 and 2023, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 respectively. In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $44,931 for the year ended June 30, 2025. During the six months ended December 31, 2025, management fees paid to HKSTS amounted to $26,935.

In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $53,764 for the year ended June 30, 2026 and $44,931 for the year ended (c) Integrity Packing Materials Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. IPM provided consultancy services and packaging materials for cargo handling services to Timwood. During the years ended June 30, 2025, 2024 and 2023, the consultancy fees and packaging supplies expenses amounted to $5,199, $103,589 and $34,451 respectively.

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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

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

Exhibits 1 change

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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* 99.10 Registrant's Representation under Item 8.A.4 of Form 20-F*** Calculation of Registration Fee* * Previously filed herein ** To be filed by amendment *** Filed herein (b) Financial Statement Schedules None.

Undertakings 10 changes

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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, 31, 2026.

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/s/ Ngar Tat Eddie CHEUNG

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(Principal financial

(Principal financial and accounting officer)

Independent Director Nominee

Independent Director Nominee

Independent Director Nominee

Independent Director Nominee

Independent Director Nominee

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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, 31, 2026.

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