Timwood Holdings: securities offering (amended)

Cover page 12 changes

timwoodf1a1073026.htm

timwoodf1a2081826.htm

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Commission on July 31, 2026.

Commission on August 20, 2026.

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Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st 26 th floor

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Subject to Completion, Dated July August

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5,600,000 6,250,000 Ordinary Shares

We are offering 5,600,000 6,250,000 ordinary shares, US$0.0001

US$0.0001 par value per share ("Ordinary Shares"). This is the initial public offering of our Ordinary Shares. Prior to this

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$4.00 and US$6.00. We intend to list our Ordinary Shares on the Nasdaq Capital Market under the symbol "TIWD"

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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 US$2,156,250 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$32,200,000. US$35,937,500. If we complete this Offering, net proceeds will be delivered to us on the closing date.

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The offering 5 changes

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5,600,000 6,250,000 Ordinary Shares (or 6,440,000 7,187,500 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).

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26,250,000 Ordinary Shares

25,600,000 Ordinary Shares (or 26,440,000 27,187,500 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$24,480,000 US$27,510,000 (or US$28,396,500 US$31,881,000 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$5.00 per share, after deducting the estimated underwriting discounts, commissions and offering expenses payable by us.

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Risk factors 4 changes

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An aggregate of 20,000,000 Ordinary Shares are outstanding before the consummation of this Offering and 25,600,000 26,250,000 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

Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our 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 26,250,000 Ordinary Shares outstanding. Of the outstanding Ordinary Shares, the 5,600,000 6,250,000 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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Use of proceeds 1 change

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from this Offering of approximately US$24,480,000, US$27,510,000, or approximately US$28,396,500 US$31,881,000 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$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 6 changes

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on an as adjusted basis to give effect to the issuance and sale of 5,600,000 6,250,000 Ordinary shares at an assumed initial public offering price of US$5.00 per Ordinary Shares after deducting the underwriting discounts and commissions and estimated Offering expenses payable by us.

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by the underwriters, a US$1.00 increase (decrease) in the assumed initial public offering price of 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 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.

Ordinary Shares, US$0.0001 par value each,

Ordinary Shares, US$0.0001 par value each, 500,000,000 Ordinary Shares authorized, 25,600,000 26,250,000 Ordinary Shares issued and outstanding; as adjusted 2,000 2,560 2,644 2,625 2,719 Additional paid-in capital - 24,479,440 28,395,856 27,510,000 31,881,000 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 28,144,432 32,515,526 Total capitalization 633,807 25,113,807 29,030,307 28,144,432 32,515,526 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$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 approximately US$5.8 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 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 5 changes

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After giving effect to the issuance and sale of

5,600,000 of 6,250,000 Ordinary Shares in this Offering at an assumed initial public offering price of 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 December 31, 2025 would have been US$0.98 US$1.07 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of US$0.95 US$1.04 to existing shareholders and an immediate dilution in net tangible book value of US$4.02 US$3.93 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 to existing shareholders 0.95 1.04 As adjusted net tangible book value after giving effect to this Offering 0.98 1.07 Amount of dilution in net tangible book value to investors in this Offering 4.02 3.93 The following table summarizes, on an as adjusted basis as of 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$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.

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Each US$1.00 increase (decrease) in the assumed

assumed initial public offering price of US$5.00 per Ordinary Share would increase (decrease) our as adjusted net tangible book value as of December 31, 2025 after this offering by approximately US$0.20 US$0.22 per Ordinary Share, and would increase (decrease) dilution to new investors by approximately US$0.80 US$0.78 per Ordinary Share, assuming that 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 underwriting discounts. An increase (decrease) of 1,000,000 Ordinary Share in the number of Ordinary Shares we are offering would increase (decrease) our as adjusted net tangible book value as of December 31, 2025 after this offering by approximately US$0.15 US$0.14 per Ordinary Share, and would decrease (increase) dilution to new investors by approximately US$0.15 US$0.14 per Ordinary Share, assuming the assumed initial public offering price per 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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Principal stockholders 2 changes

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The percentage of Shares beneficially owned prior

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 6,250,000 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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Related party transactions 24 changes

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our Group has entered into during the fiscal years ended June 30, 2026, 2025, 2024, and 2023:

entered into by our Group, to the best of management's knowledge, during the fiscal years ended June 30, 2026, 2025 and 2024, as well as during the period from July 1, 2026 to the date of this prospectus:

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Services : Our Group engaged Hong Kong Secure Transportation Systems Limited and Integrity Packing Materials Limited, and Aircargo Security Screening Centre Limited, all both of which are controlled by Mr. Chi Wai LAM, the sole director of Timwood, for security screening consultancy and palletization material usage. These services supported compliance with airport cargo handling standards and operational efficiency.

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Due to an ex-shareholder

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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 June 30, August 20, 2026 was attributable to nominal unpaid capital based on par value of shares issued to the shareholder.

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For the years ended June 30,

2026, 2025, 2024 and 2023

Services income from a related party

Forward Transportation Company

Cost to related parties

Hong Kong Secure Transportation Systems Limited

Integrity Packing Materials Limited

Aircargo Security Screening Centre Limited

Management fee to related parties

Forward Transportation Company Limited

Hong Kong Secure Transportation Systems

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 $23,042 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.

For the years ended June 30, 2026, 2025 and 2024, and for the period from July 1, 2026 to the date of this prospectus to the date of this prospectus June 30, 2026 June 30, 2025 June 30, 2024 US$ US$ US$ Services income from a related party Forward Transportation Company Limited (a) - - 2,218,851 2,706,797 Cost to related parties Hong Kong Secure Transportation Systems Limited (b) - - - 80,570 Integrity Packing Materials Limited (c) - - 5,199 103,589 - - 5,199 184,159 From July 1, 2026 to the date of For the years ended Note this prospectus June 30, 2026 June 30, 2025 June 30, 2024 US$ US$ US$ US$ Management fee to related parties Forward Transportation Company Limited (a) 1,920 23,042 23,107 23,020 Hong Kong Secure Transportation Systems Limited (b) 4,481 53,764 44,931 - 6,401 76,806 68,038 23,020 (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 and $2,706,797 for the years ended June 30, 2025 and 2024, 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 $1,920 for the period from July 1, 2026 to the date of this prospectus, $23,042 for the years ended June 30, 2026, $23,107 in 2025 and $23,020 in 2024.

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Systems Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. During the year ended June 30, 2024, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570. 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 $4,481 for the period from July 1, 2026 to the date of this prospectus, $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.

Integrity Packing Materials

Systems 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 year years ended June 30, 2024 2025 and 2023, HKSTS provided 2024, the consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 packaging supplies expenses amounted to $5,199 and $103,589 respectively.

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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

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 6,250,000 Ordinary Shares in this Offering.

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Shares eligible for future sale 1 change

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have 25,600,000 26,250,000 Ordinary Shares (or 26,440,000 27,187,500 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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Plan of distribution 3 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 840,000 937,500 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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Public offering price (1)

Underwriting discounts (2)

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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

Undertakings 2 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 31, August 20, 2026.

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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 31, August 20, 2026.

3 unchanged paragraphs