Timwood Holdings: Securities offering (amended)

Cover page 6 changes

timwoodf1a2081826.htm

timwoodf1a3101226.htm

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Commission on August 20, 2026.

Commission on October 30, 2026.

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Subject to Completion, Dated August October 30, 2026

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Save for the above, during the fiscal year years ended June 30, 2025 2026 and 2024 2025 and to date, no transfers, dividends or distributions have been made to date between our Company, subsidiaries or to investors. Cash may be transferred through our organization in the following manner:

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Prospectus summary 5 changes

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and (iii) terminal passenger services. Our mission is to deliver safety-focused, hospitality-driven staffing solutions that maximize operational efficiency and passenger satisfaction. For the fiscal years ended June 30, 2025 2026 and 2024, 2025, our revenue amounted to approximately US$7.2 US$7.8 million and US$5.8 US$7.2 million, respectively.

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We have historically relied on Forward Transportation Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 2026 and 2024, 2025, revenue from Forward Transportation Company Limited were approximately $2.2 million nil and $2.7 US$2.2 million, respectively, representing approximately 57.3% nil and 83.7% 57.3% of our cargo handling services revenue and approximately 30.7% nil and 46.5% 30.7% of our total revenue, respectively. Since July 2025, we no longer generate any revenue from Forward Transportation Company Limited. See sections titled " Risk Factors - Risks Related to Our Business and Industry - We have historically relied on a related party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations. " and " Related Party Transactions - Material Transactions with Related Parties. " for more details.

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by 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 US$1, US$0.0001, respectively.

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of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Rightime Action Limited is an intermediate holding company incorporated in the Briish Virgin Islands with no operations. Subsequent to the fiscal year ended June 30, 2025, our Operating Subsidiary Timwood Asia Logistics Limited declared an interim dividend of total HK$8,000,000 to ordinary shareholders Mr. Chi Wai LAM and Mr, Man Hon NG, its shareholders before our reorganization. Our Company had also declared an interim dividend of US$89,522 to shareholders. Save for the above, during the fiscal year ended June 30 , 2025 2026 and 2024 2025 and to date, no transfers, dividends or distributions have been made to date between our Company, subsidiaries or to investors. Cash may be transferred through our organization in the following manner: (i) funds are transferred to our Hong Kong Operating Subsidiary from our Company through Rightime Action Limited, our British Virgin Islands intermediate holding company in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our Hong Kong Operating Subsidiary to our Company through Rightime Action Limited. Payments of dividends and capital in respect of securities of our Company will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporation tax. Subject to the "Passive Foreign Investment Company Rules," any cash distributions paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. investor as dividend income on the day actually or constructively received by the U.S. investor. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a "dividend" for U.S. federal income tax purposes. See "Taxation - Material U.S. Federal Income Tax Considerations - Taxation of Dividends and Other Distributions on our Ordinary Shares" .

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" US$ ," " $ " and " USD " refer to United States dollar(s), the legal currency of the United States of America, and all references to " HKD ," " HK$ " or " Hong Kong Dollar " refer to Hong Kong dollar(s), the legal currency of Hong Kong. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD. Our Company is a holding company with operations exclusively conducted in Hong Kong through its Hong Kong operating subsidiary, of whose reporting currency is Hong Kong Dollar. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise noted, all translations from HKD to U.S. dollars and from U.S. dollars to HKD in this prospectus were calculated at US$1= HKD7.79 HKD7.84 for the year ended June 30, 2025 2026 or as at June 30, 2025 2026 and US$1=HKD7.85 US$1=HKD7.79 for the year ended June 30, 2024 2025 or as at June 30, 2024. 2025. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

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Risk factors 13 changes

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Our revenue increased by approximately US$1.4 US$0.6

million or 23.9%, 8.0%, from approximately US$5.8 US$7.2 million for the fiscal year ended June 30, 2024 2025 to approximately US$7.2 US$7.8 million for the fiscal year ended June 30, 2025. 2026. However, our historical results of operations and financial performance may not be indicative of our future performance. We cannot assure you that we can maintain the same revenue growth rate in the future, and neither can we guarantee that our business expansion will be as successful as expected or that we can achieve profitability in the future.

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which are non-recurrent in nature and our customers are under no obligation to source labor from us. For the fiscal years ended June 30, 2025, 2026, and 2024, 2025, we secured new businesses mainly through invitations. There is no assurance that we will be able to secure new business in the future. Accordingly, the number and scale of our contracts and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. In the event that we fail to secure new contracts or there is a significant decrease in demand for airport terminal services in the future, our business, financial position and prospects could be materially and adversely affected.

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from a limited number of customers. The Airport Authority Hong Kong, a statutory body wholly-owned by the Hong Kong government, oversees the operation and development of the Hong Kong International Airport. Only a select group of airport terminal operators, authorized through tenders issued by the Airport Authority Hong Kong, are permitted to provide terminal and aviation services. Given this structure, the number of customers who contributed revenue to us was three four for the fiscal year ended June 30, 2025 2026 and four for the fiscal year ended June 30, 2024, 2025, accounting for 100.0% and 100.0% of our revenue in the corresponding periods, respectively. Our customers generally provide invitations for quotations to us and we do not enter into long-term agreements with our customers to provide a guaranteed number of workers.

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party as a major source of revenue for our cargo handling services which may have a material adverse effect on our financial condition and results of operations Cargo handling services represent our Group's largest revenue stream, driven by contracts with major airport terminal services and aviation services providers. These services include warehouse operations such as cargo unloading, inventory put-away, order picking, and forklift handling. In 2024, 2025, revenue from this segment totaled approximately $3,234,587, US$3,874,042, increasing to $3,874,042 US$5,354,296 in 2025. 2026.

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Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 2026 and 2024, 2025, revenue from Forward Transportation Company Limited were approximately $2.2 million nil and $2.7 US$2.2 million, respectively, representing approximately 57.3% nil and 83.7% 57.3% of our cargo handling services revenue and approximately 30.7% nil and 46.5% 30.7% of our total revenue, respectively.

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(ii) passenger services agents; and (iii) forklift drivers. Our five largest suppliers for the fiscal years ended June 30, 2025 2026 and 2024 2025 accounted for approximately 99.9% 98.0% and 95.9% 99.9% of our total cost of services, respectively.

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company with limited accounting personnel and other resources to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audit of our consolidated financial statements for the fiscal years ended June 30, 2025 2026 and 2024, 2025, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States.

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For the fiscal years ended June 30, 2025 2026

and 2024, 2025, our revenue was derived from logistics human resources solutions in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

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beneficially owns approximately 51.00% on a pre-Offering basis and 39.84% 38.86% 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% 37.52% 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 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. 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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Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company's internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of June 30, 2025 2026 and 2024, 2025, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; and (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned.

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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$4.02 US$3.92 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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Capitalization 6 changes

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as of December 31, 2025:

as of June 30, 2026:

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As of December 31, 2025

Ordinary Shares, US$0.0001 par value each,

Ordinary Shares, US$0.0001 par value each, 500,000,000 Ordinary Shares authorized, 26,250,000 Ordinary Shares issued and outstanding; as adjusted 2,000 2,625 2,719 Additional paid-in capital - 27,510,000 31,881,000 Retained earnings 628,552 628,552 628,552 Capital reserve 966,018 966,018 966,018 Exchange reserve 3,242 3,242 3,242 (14,892 ) (14,892 ) (14,892 ) Total Shareholders' Equity 633,807 28,144,432 32,515,526 953,126 28,463,751 32,834,845 Total capitalization 633,807 28,144,432 32,515,526 953,126 28,463,751 32,834,845 The table above is based on 20,000,000 Ordinary Shares outstanding as of December 31, 2025. June 30, 2026.

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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 6 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 December 31, 2025 June 30, 2026 was US$633,807 US$953,126 or US$0.03 US$0.05 per share based on 20,000,000 Ordinary Shares outstanding as of December 31, 2025. June 30,2 026.

After giving effect to the issuance and sale of

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 June 30, 2026 would have been US$1.07 US$1.08 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of US$1.04 to existing shareholders and an immediate dilution in net tangible book value of US$3.93 US$3.92 per Ordinary Share to investors purchasing Ordinary Shares in this Offering. The following table illustrates such dilution:

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Net tangible book value per share as of December 31, 2025 June 30, 2026

Increase in net tangible book value per share attributable to existing shareholders 1.04 As adjusted net tangible book value after giving effect to this Offering 1.07 1.08 Amount of dilution in net tangible book value to investors in this Offering 3.93 3.92 The following table summarizes, on an as adjusted basis as of December 31, 2025, June 30, 2026, 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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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 June 30, 2026 after this offering by approximately US$0.22 per Ordinary Share, and would increase (decrease) dilution to new investors by approximately 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 June 30, 2026 after this offering by approximately US$0.14 per Ordinary Share, and would decrease (increase) dilution to new investors by approximately 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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MD&A 192 changes

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our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and elsewhere in this prospectus. See "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS". All amounts in annual financial statements included in the fiscal years ended June 30, 2025 2026 and 2024 2025 ("Annual Financial Statements") are derived from our audited financial statements included elsewhere in this prospectus. All amounts in interim financial statements included in the six months ended December 31, 2025 and 2024 ("Interim Financial Statements") are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. These Annual Financial Statements and Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

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Comparison of Results of Operations for

the Six Months Ended December 31, 2025 and 2024

The following table summarizes the results

of our operations during the six months ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or decrease during such periods.

Six months ended December 31,

Less: Cost of services

Administrative and general

Profit for the period

Other comprehensive income, net

Other comprehensive income that may be reclassified

to profit or loss in subsequent periods:

Exchange difference on translation

of foreign operation

comprehensive income for the period

Our Group's operating segment, based

in Hong Kong, has been aggregated into three reportable segments: cargo handling services, airport ground handling services, and terminal passenger services. Other services are not assigned to a specific segment due to their immaterial contribution to operational results.

The following table presents revenue by segment

for the six months ended December 31, 2025 and 2024, respectively:

Six months ended December 31,

Cargo Handling Services

Airport Ground Handling Services

Our total revenue increased by $331,433 or

approximately 8%, from $3,956,532 for the six months ended December 31, 2024, to $4,287,965 for the six months ended December 31, 2025, primarily due to the increase in the revenue generated from cargo handling services and partly offset by the decrease in airport ground handling services.

Revenue from Cargo Handling Services

Cargo handling services are a key revenue

contributor for the Group, driven by contracts with major airport terminal services and aviation services providers. These services include warehouse operations such as cargo unloading, inventory put-away, order picking, and forklift handling. Revenue from this segment totaled approximately $3,071,857 or approximately 71% for the six months ended December 31, 2025, as compared to $2,139,152 or 54% for the six months ended December 31, 2024. The increase compared to the prior period was mainly due to an increase in cargo throughput and related handling volumes during the six months ended December 31, 2025.

Revenue from Airport Ground Handling Services

This segment involves the provision of specialized

drivers operating apron ramp vehicles to transport cargo and baggage between aircraft and terminals. Services are performed under strict safety protocols and in coordination with airport ground operations. Revenue from airport ground handling services dropped significantly from $1,009,613 for the six months ended December 31, 2024 to $640,274 for the six months ended December 31, 2025. The decrease was driven by lower service demand across airport logistics functions.

Revenue from Terminal Passenger Services

Terminal passenger services include customer-facing

roles such as check-in assistance, passenger guidance, and travel document verification within restricted airport areas. These services are essential to ensuring smooth passenger flow and compliance with airline and immigration requirements. Revenue from this segment totaled approximately $575,834 or approximately 13% for the six months ended December 31, 2025, as compared to $807,767 or 20% for the six months ended December 31, 2024. The decrease was mainly due to a reduction in passenger handling volumes and changes in flight schedules.

The following table presents cost of services

by service categories for the six months ended December 31, 2025 and 2024, respectively:

Six months ended December 31,

Cargo Handling Services

Airport Ground Handling Services

Terminal Passenger Services

Our cost of services primarily include subcontractor

fees paid to external providers. Cost of services for the six months ended December 31, 2025 was $3,476,707, representing an increase of $301,371, or approximately 10%, compared to $3,175,336 for the six months ended December 31, 2024. The increase in cost of services was generally consistent with the growth in revenue during the same period, reflecting higher service volumes in cargo handling services.

The following table shows different categories

of services we provided for the six months ended December 31, 2025 in USD:

The following table presents revenue by service

categories we provided for the six months ended December 31, 2024 in USD:

As a result of the foregoing, we recorded

gross profits of $811,258 and $781,196 with gross margins of approximately 19% and 20% for the six months ended December 31, 2025 and 2024, respectively. While the gross margins for cargo handling services and terminal passenger services remains stable, the gross margin from airport ground handling services increased from 41% for the six months ended December 31, 2024 to 54% for the six months ended December 31, 2025, reflecting improved cost efficiency and service mix during the period.

Administrative and general expenses

Six months ended December 31,

Legal and professional fees

Our administrative and general expenses increased

by $34,472 approximately 32%, from $108,675 for the six months ended December 31, 2024 to $143,147 for the six months ended December 31, 2025. Such increase was primarily due to listing expenses of $30,890 incurred during six months ended December 31, 2025.

Other income decreased to $725 for the six

months ended December 31, 2025 from $1,251 for the corresponding period in 2024, primarily due to the absence of loan interest income resulting from there being no outstanding loan receivable from other parties during the period.

Our Group is subject to income taxation on

an entity-by-entity basis, with tax liabilities arising in respect of profits generated within, or attributable to, the jurisdictions in which its constituent entities are domiciled or carry on business operations.

The ultimate holding company is incorporated

in the Cayman Islands as an exempted company with limited liability and is exempted from Cayman Islands income tax.

Our Group is not subject to any income in

BVI for the six months ended December 31, 2025 and 2024.

Our income tax expense was $89,074 and $90,042

for the six months ended December 31, 2025 and 2024, respectively.

Profit for the period

As a result of the foregoing, we reported

a net profit of $593,809 for the six months ended December 31, 2025, compared to a net profit of $586,651 for the six months ended December 31, 2024.

Comparison of Results of Operations for the

The following table summarizes the results of

Twelve months ended June 30,

Comparison of Results of Operations for the Years Ended June 30, 2026 and 2025 The following table summarizes the results of our operations during the years ended June 30, 2025 2026 and 2024, 2025, respectively, and provides information regarding the dollar and percentage increase or decrease during such periods.

Years ended June 30, 2025 and 2024

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Other comprehensive income/(expenses), expenses, net of tax:-

- Currency translation differences arising from consolidation

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Our Group's operating segment, based in

for the years ended June 30, 2025 and 2024, respectively:

Our Group's operating segment, based in Hong Kong, has been aggregated into three reportable segments: cargo handling services, airport ground handling services, and terminal passenger services. Other services are not assigned to a specific segment due to their immaterial contribution to operational results.

The following table presents revenue by segment for the years ended June 30, 2026 and 2025, respectively:

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Our total revenue increased by $1,391,772 or

Our total revenue increased by $577,366 or approximately 24%, 8%, from $5,826,665 $7,218,437 for the year ended June 30, 2024, 2025, to $7,218,437 $7,795,803 for the year ended June 30, 2025, 2026, primarily due to the increase in the revenue generated from cargo handling services and partly offset by the decrease in airport ground handling services and terminal passenger services.

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Cargo handling services represent our Group's largest revenue stream, driven by contracts with major airport terminal services and aviation services providers. These services include warehouse operations such as cargo unloading, inventory put-away, order picking, and forklift handling. In 2024, revenue from this segment totaled approximately $3,234,587, increasing to $3,874,042 in 2025. The growth was primarily attributable to expanded service volumes and deeper integration with customers' operations, reflecting our strong positioning in the import/export logistics sector.

We have historically relied on Forward Transportation

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and 112 more changes in the filing

Our corporate structure and history 1 change

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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 US$1, US$0.0001, respectively.

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Business 7 changes

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and (iii) terminal passenger services. Our mission is to deliver safety-focused, hospitality-driven staffing solutions that maximize operational efficiency and passenger satisfaction. For the fiscal years ended June 30, 2025 2026 and 2024, 2025, our revenue amounted to approximately US$7.2 US$7.8 million and US$5.8 US$7.2 million, respectively.

following table sets forth the breakdown of our revenue by segment for the fiscal years ended June 30, 2025 2026 and 2024: 2025:

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Company Limited, a related party, as a major source of our revenue for our cargo handling services. For the years ended June 30, 2025 2026 and 2024, 2025, revenue from Forward Transportation Company Limited were approximately $2.2 million nil and $2.7 US$2.2 million, respectively, representing approximately 57.3% nil and 83.7% 57.4% of our cargo handling services revenue and approximately 30.7% nil and 46.5% 30.7% of our total revenue, respectively.

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Only a select group of airport terminal operators, authorized through tenders issued by the Airport Authority Hong Kong, are permitted to provide terminal and aviation services. Given this structure, the number of customers who contributed revenue to us was three four for the fiscal year ended June 30, 2025 2026 and four for the fiscal year ended June 30, 2024, 2025, accounting for 100.0% and 100.0% of our revenue in the corresponding periods, respectively.

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and (iii) forklift drivers. Our five largest suppliers for the fiscal years ended June 30, 2025 2026 and 2024 2025 accounted for approximately 99.9% 98.0% and 95.9% 99.9% of our total cost of services, respectively.

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B23, 5/F, Wing Hong Factory Building, 777-783 Yu Chau West Street, Cheung Sha Wan, Kowloon, Hong Kong Fixed term: May 21, 2025 to May 20, 2026 Variable term: May 21, 2026 to May 20, 2027 Office Intellectual property As of the date of this prospectus, we have not registered any patent or trademark. We have registered our domain name and website. You can find our website at https://timwoodasia.com/ .

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the fiscal years ended June 30, 2025 2026 and 2024 2025 and as of the date of this prospectus, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

Management 3 changes

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Board of Directors will consist of five (5) nine (9) directors upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director who is, directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company shall declare the nature of his or her interest at a meeting of our directors. Subject to the Nasdaq Listing Rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein provided the director discloses to his fellow directors the nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction and if he or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. Our directors may exercise all the powers of our Company to issue debentures, debenture stock, bonds, and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party. None of our non-executive directors have a service contract with us that provides for benefits upon termination of service.

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For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our executive officers on an individual, rather than an aggregate, basis. For the years ended June 30, 2025 2026 and 2024, 2025, we paid an aggregate compensation of HK$408,000 (approximately US$52,376) and HK$378,000 HK$408,000 (approximately US$48,342) US$52,376) respectively, to our executive officers and directors. We have not set aside any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We have also not made any agreements with our directors or executive officers to provide benefits upon termination of employment.

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of June 30, 2025 2026 and 2024, 2025, we had no outstanding equity awards.

Related party transactions 5 changes

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As of the date of this prospectus

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As of the date of this prospectus

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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 August 20, 2026 was attributable to nominal unpaid capital based on par value of shares issued to the shareholder. 30, 2025.

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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 5,769 23,077 23,107 23,020 Hong Kong Secure Transportation Systems Limited (b) 4,481 53,764 13,461 53,846 44,931 - 6,401 76,806 19,230 76,923 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 $5,769 for the period from July 1, 2026 to the date of this prospectus, $23,042 $23,077 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 $13,461 for the period from July 1, 2026 to the date of this prospectus, $53,764 $53,846 for the year ended June 30, 2026 and $44,931 for the year ended June 30, 2025.

8 unchanged paragraphs

Shares eligible for future sale 1 change

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1% of the then outstanding Shares of the same class, which will equal approximately 2,560,000 262,500 Ordinary Shares immediately after this Offering, assuming the over-allotment option is not exercised, and 2,644,000 271,875 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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Experts 1 change

1 unchanged paragraph

as of June 30, 2025 2026 and 2024, 2025, and for the years then ended, have been audited by Onestop Assurance PAC, located at 10 Anson Road, #06-15 International Plaza, Singapore 079903, Independent Registered Public Accounting Firm, as set forth in their report elsewhere herein.

1 unchanged paragraph

Index to financial statements 123 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:

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Statements of Operations and Other Comprehensive Income for the Year Ended June 30, 2026 and 2025 Consolidated Balance Sheets as of June 30 2026 and 2025 Consolidated Statements of Changes in Shareholders' Equity for the Yer Ended June 30, 2026 and 2025 Consolidated Statements of Cash Flows for the Year Ended June 30, 2026 and 2025 to the Consolidated Financial Statements of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Timwood Holdings Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Timwood Holdings Limited and its subsidiaries (collectively referred to as the "Group") as of June 30, 2026 and 2025, the related consolidated statements of operations and other comprehensive income, changes in shareholders' equity and cash flows, for each of the two years in the period ended June 30, 2026 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility

of the Group's management. Our responsibility is to express an opinion on the Group's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Onestop Assurance PAC

We have served as the Company's auditor

Holdings Limited and its subsidiaries

Statements of Operations and Other Comprehensive Income

the year ended 30 June, 2026 and 2025

Less: Cost of services

Administrative and general expenses

Other comprehensive income, net of tax:

1 unchanged paragraph

comprehensive income for the period

per share, basic and diluted

average number of shares, basic and diluted

1 unchanged paragraph

Interim Condensed Consolidated Balance Sheets

at 31 December, 2025 and 30 June, 2025

Amount due from an ex-shareholder

at 30 June, 2026 and 2025

Deposits, prepayment and other receivables

3 unchanged paragraphs

Equity and liabilities

Capital and reserves

Exchange reserve/(deficit)

1 unchanged paragraph

Amount due to a related company

1 unchanged paragraph

Capital and reserves

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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:

Statement of Changes in Shareholders' Equity

the year ended 30 June, 2026 and 2025

Other comprehensive income for the year

Other comprehensive income for the

Holdings Limited and its subsidiaries

Statement of Cash Flows

the year ended 30 June, 2026 and 2025

Cash flows from operating activities

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Increase in prepayments

Increase/(decrease) in amounts due to related companies

Increase/(decrease) in accounts payable and accruals

operations and net cash generated from operating activities

Cash flows from investing activities

Increase (Increase)/decrease in account receivables

Decrease/increase in deposits deposit and other receivables receivable

Decrease Decreased in amount due from a related company party

Increased/(decreased) in accounts payables and accruals

Increased/(decreased) in amounts due

Cash generated from operation

1 unchanged paragraph

Loan interest received

from investing activities

from operating activities

1 unchanged paragraph

Increase in amount due from a director

Interim dividend paid to shareholders

Bank overdraft interest paid

Decrease in amounts due from shareholders

1 unchanged paragraph

Increase in amount due from an ex-shareholder

Decrease (Decrease)/increase in amounts due to related companies

Decrease Decrease/(increase) in amount due from a related company

Payments for deferred share-issuance costs

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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.

1 unchanged paragraph

and 43 more changes in the filing

Recent Sales of Unregistered Securities 1 change

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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 US$1, US$0.0001, 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.

4 unchanged paragraphs

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 August 20, October 30, 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 August 20, October 30, 2026.

3 unchanged paragraphs