CL Workshop Group Ltd regained compliance with Nasdaq’s minimum bid price requirement after Nasdaq determined that its American Depositary Shares had a closing bid price of $1.00 per share or greater for 10 consecutive business days from September 1 through September 15, 2026. Nasdaq notified the company on September 16, 2026, and the prior deficiency matter is closed. Each ADS represents eight Class A ordinary shares. The earlier deficiency followed 30 consecutive business days with an ADS closing bid below US$1.00.
CL Workshop Group Limited (NWGL) reported unaudited six-month revenue of $2,962,356 for the period ended June 30, 2026, compared with $8,148,128 a year earlier. Gross profit was $135,310 versus $2,321,206, and net loss was $1,739,077, compared with net profit of $57,138 in 2025.
Operating cash flow was $673,685, compared with $353,268 used in the prior-year period; cash and bank balances were $193,156 at June 30, 2026. Management attributed lower revenue to weaker demand and prices, tariffs and geopolitical conditions. It said liquidity was sufficient for at least the next 12 months, while its plans particularly depend on obtaining financing.
On July 14, 2026, the Company agreed to a private placement of 12,300,000 units at US$0.20 per unit, with gross proceeds expected to be approximately US$2.46 million before offering expenses. All related warrants were later exercised cashlessly, and 27,675,000 ADSs were issued. Under a separate at-the-market agreement, the Company may sell ADSs for up to US$200.0 million but is not obligated to sell; an October 2, 2026 supplement specifies issuance of 136,986,301 ADSs, representing 1,095,890,408 Class A ordinary shares. No ADSs had been sold under the agreement as of the financial statements’ issuance.
CL Workshop Group Ltd. (NWGL) may offer and sell up to $200,000,000 of American Depositary Shares (ADSs) through an at-the-market sales agreement with Chaince Securities, LLC. Each ADS represents eight Class A Ordinary Shares; net proceeds are intended for working capital, general corporate purposes and new product development. Sales may be made from time to time, and the sales agent’s commission is 3.0% of the gross sales price per ADS.
An illustrative full-capacity sale at the assumed price of $1.46 per ADS carries estimated immediate dilution of approximately $0.421 per ADS after commissions and estimated offering expenses. Under that scenario, the underlying shares would represent approximately 75.3% of Class A shares outstanding after the sale.
The company states that its 2025 financial statements included an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern. Nasdaq notified the company after its minimum closing bid price per ADS was below $1.00 for 30 consecutive business days; the ADSs continued trading, and the compliance period runs through November 2, 2026.
CL Workshop Group Ltd (NWGL) entered into an at-the-market sales agreement under which it may offer and sell ADSs for an aggregate offering amount of up to $200,000,000 through Chaince Securities, LLC as sales agent. Each ADS represents eight Class A ordinary shares. The company is not obligated to sell any ADSs.
NWGL intends to use net proceeds for working capital, general corporate purposes and new product development. It will pay the sales agent a 3.0% commission and a 1.0% non-accountable expense allowance, each based on aggregate gross proceeds from each sale.
CL Workshop Group Ltd (NWGL) has disposed of its wholly owned subsidiary Swift Top Capital Resources Limited and its subsidiaries for a cash consideration of US$1.00. The disposal group, which trades logs and provides IT and business consultancy services, had an unaudited valuation of $(577,465) equity and net liabilities of about $0.6 million as of July 31, 2026, and recorded unaudited losses before tax of about $0.2 million in 2025 and $1.5 million for the seven months ended July 31, 2026.
On a pro forma basis for 2025, removing the disposal group reduces revenue from $14.6 million to $7.7 million, but narrows loss before income tax from $(6.36) million to $(4.67) million and increases equity attributable to owners from $376,157 to $881,487. The board states the transaction is intended to remove an ongoing drag on profitability and cash flows and to allow focus on the remaining logs and wood products business.
The company also completed a private placement on August 7, 2026, selling 12,300,000 units at $0.20 per unit, each unit consisting of one ADS and a warrant to purchase three ADSs at $0.25 per ADS. This generated gross proceeds of about $2.46 million and net proceeds of about $1.84 million, with potential additional gross proceeds of about $9.23 million if all warrants are exercised for cash.
CL Workshop Group Ltd (symbol NWGL) reports changes to its board and key committees. On August 15, 2026, independent director Heung Ming Henry Wong resigned from the board and from the Audit, Compensation, and Nominating and Corporate Governance Committees, including his roles as their chairperson, for personal reasons and not due to any disagreement regarding operations, policies, or practices.
To fill the vacancy, the board appointed Haijiang Cui as an independent director and as a member of the same three committees, effective August 25, 2026. The board determined he meets the independence standard under Nasdaq Listing Rule 5605(a)(2). The board also appointed Kin Shing Charles Lau as chairperson of the Audit, Compensation, and Nominating and Corporate Governance Committees, effective August 15, 2026. The report is incorporated by reference into the company’s Form F-3 registration statement (No. 333-297543).
CL Workshop Group Limited (NWGL) is registering for resale by existing investors up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and up to 295,200,000 Warrant Shares represented by 36,900,000 Warrant ADSs issuable upon exercise of Warrants. All resale proceeds go to the selling shareholders; the company receives no proceeds except potential cash from Warrant exercises.
Each ADS represents eight Class A Ordinary Shares. As of this prospectus, 17,236,557 ADSs are outstanding, and no Warrant ADSs are yet outstanding. CEO Liying Wang, through TUTU Business Services Limited, holds 92,932,850 Class B Ordinary Shares with 50 votes per share, representing about 97.12% of voting power, making NWGL a Nasdaq “controlled company” that uses certain governance exemptions, including no shareholder approval for equity compensation plans.
The company operates forestry and wood-products trading mainly through subsidiaries in Peru, France, Hong Kong, Macau and China, with a BVI holding structure and no VIEs. It faces substantial risks disclosed in its 2025 Form 20-F, including a going-concern explanatory paragraph, exposure to PRC legal and policy changes (including data, cybersecurity, and overseas listing rules), potential HFCA Act-related trading prohibitions, and a Nasdaq bid-price deficiency notice (minimum US$1.00 per ADS must be regained by November 2, 2026, with possible extension). The company has not paid, and does not expect to pay, dividends, and describes possible future PRC restrictions on cash transfers within the group.
CL Workshop Group Ltd (NWGL), a BVI holding company for forestry and wood-products operations, filed an amended Form F-1 to register a resale by existing investors of up to 12,300,000 ADSs (representing 98,400,000 Class A ordinary shares) and up to 36,900,000 Warrant ADSs (representing 295,200,000 Warrant Shares). These securities were issued or are issuable from a July 2026 private placement of 12,300,000 units at US$0.20 per unit, each unit including one ADS and a one-year warrant to buy three ADSs at US$0.25 per ADS.
The company will not receive proceeds from resale by the selling shareholders, but may receive cash if the warrants are exercised. As of this prospectus, 17,236,557 ADSs (137,892,471 Class A shares) are outstanding. CEO Liying Wang, through TUTU Business Services Limited, holds all 92,932,850 Class B shares and about 97.12% of total voting power, making NWGL a Nasdaq-defined controlled company with a dual-class structure.
NWGL highlights significant risks: a going-concern explanatory paragraph in its 2025 financial statements, extensive China- and Hong Kong–related regulatory and cash-transfer uncertainties, HFCA Act–related trading risk, and a Nasdaq notice received in May 2026 for non-compliance with the US$1.00 minimum bid price (grace period to November 2, 2026). The company does not expect to pay dividends and intends to reinvest earnings in the business.
CL Workshop Group Limited is registering a resale offering on behalf of existing investors of up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs, plus up to 295,200,000 Warrant Shares represented by 36,900,000 Warrant ADSs issuable upon exercise of warrants from a July 2026 private placement. Each ADS represents eight Class A Ordinary Shares.
The company will not receive proceeds from resale of these securities but may receive cash if warrants with a US$0.25 per ADS exercise price are exercised; 12,300,000 units were sold privately at US$0.20 per unit for gross proceeds of about US$2.46 millionUS$0.2941. The filing highlights risks including Nasdaq minimum bid-price deficiency, substantial potential dilution and selling pressure from warrant exercises and resales, a dual-class structure concentrating about 97.12% voting power with the CEO via Class B shares, and evolving PRC and Hong Kong regulatory and PCAOB inspection regimes.