Timwood Holdings Ltd Filed Primary

What the company does

Timwood Holdings Limited is a Cayman Islands holding company that operates through its indirect wholly-owned Operating Subsidiary, Timwood Asia Logistics Limited, in Hong Kong. It is a logistics human resources solutions provider specializing in offering staffing solutions to airport terminal services providers and aviation services providers in Hong Kong. Its services focus on bridging the labor gap in cargo handling services, airport ground handling services, and terminal passenger services. For the fiscal years ended June 30, 2025 and 2024, its revenue amounted to approximately US$7.2 million and US$5.8 million, respectively.

Use of proceeds

The company estimates it will receive net proceeds from this Offering of approximately US$27,510,000 (or US$31,881,000 if the underwriters exercise their over-allotment option in full), based on an assumed initial public offering price of US$5.00 per share. It intends to use the net proceeds for (i) leveraging technology to improve operational efficiency; (ii) enhancing its team of industry talents and expanding its operating scale; (iii) enhancing its brand in the aviation industry; and (iv) working capital and other general corporate purposes.

Underwriters

Extracted from F-1/A 0001185185-26-003639, filed Aug 20, 2026 and verified against that filing text.

Key risk factors

• Reliance on Operating Subsidiary dividends and PRC transfer restrictions

  “We will in the future rely on dividends and other distributions on equity paid by our Operating Subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.”

• PRC government oversight over Hong Kong operations

  “If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.”

• Risk of disallowance of corporate structure by PRC authorities

  “In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.”

• PRC regulatory approvals for overseas offerings

  “The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Ordinary Shares.”

• Listing approval not yet granted

  “At this time, Nasdaq has not yet approved our application to list the Ordinary Shares.”