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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.
Workshop Group Limited completed a private placement on August 7, 2026, selling 12,300,000 units at US$0.20 per unit for aggregate gross proceeds of about US$2.46 million. Each unit includes one ADS, representing eight Class A ordinary shares, and one warrant to purchase three ADSs.
The warrants have an exercise price of US$0.25 per ADS, become exercisable once a resale registration statement is declared effective by the SEC, and expire one year later. If fully exercised for cash, they could generate about US$9.23 million in additional proceeds. The company plans to use net proceeds for working capital and general corporate purposes and has elected to follow BVI home-country corporate governance practices instead of certain Nasdaq shareholder approval requirements for this transaction.
Workshop Group Limited, a BVI holding company for forestry operations in Peru, France, Hong Kong, Macau and China, filed a Form F-3 shelf registration to offer up to $200,000,000 of American Depositary Shares (ADSs), each representing eight Class A ordinary shares, as well as debt securities, warrants, rights and units.
The ADSs trade on Nasdaq under “NWGL”; on July 14, 2026, the ADS price was $0.2625. Public float was about $4.279 million based on 39,492,471 Class A shares held by non‑affiliates, so sales under this shelf are limited by the one‑third public float cap for smaller issuers.
The company highlights extensive legal and regulatory risks from operating in and near Mainland China, including PRC oversight, cybersecurity and overseas listing rules, and potential trading prohibitions under the HFCA Act, though its U.S. auditor is currently PCAOB‑inspected. It is an emerging growth company, a foreign private issuer and a controlled company; CEO Liying Wang holds all 92,932,850 Class B shares, giving her about 99.16% of voting power. The firm does not expect to pay dividends and intends to retain earnings for operations, with cash moving between the BVI parent and operating subsidiaries via loans or capital contributions, subject to potential future PRC restrictions.
Workshop Group Limited agreed to a private placement of 12,300,000 Units at US$0.20 per Unit with certain investors. Each Unit consists of one American Depositary Share, representing eight Class A ordinary shares, and one Warrant to purchase three additional ADSs at an exercise price of US$0.25 per ADS.
The Warrants become exercisable once a resale registration statement is declared effective by the SEC and will expire one year thereafter. The company expects aggregate gross proceeds of approximately US$2.46 million from the Unit sale, and could receive approximately US$9.225 million more if all Warrants are exercised for cash in accordance with their terms.
The company plans to use the net proceeds for working capital and general corporate purposes. The transaction is being conducted as a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation S, and closing is subject to customary conditions set out in the Securities Purchase Agreement.