UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number: 001-41796
CL
Workshop Group Limited
Avenida
da Amizade no. 1287
Chong
Fok Centro Comercial, 13 E
Macau
S.A.R.
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
ADS
Ratio Change
On
November 4, 2026, CL Workshop Group Limited (the “Company”) announced that, effective November 6, 2026, the ratio
of its American Depositary Shares (“ADSs”) to its Class A ordinary shares will change from the current ratio of one (1) ADS
representing eight (8) Class A ordinary shares to a new ratio of one (1) ADS representing six hundred and forty (640) Class A ordinary
shares (the “ADS Ratio Change”).
For
holders of the Company’s ADSs, the ADS Ratio Change will have the same effect as a one-for-eighty (80) reverse split.
The
Company’s ADSs are expected to begin trading on the Nasdaq Capital Market on an adjusted basis at the opening of trading on November
6, 2026, and will continue to trade under the symbol “NWGL.” The new CUSIP number for the ADSs will be 63903R205.
No
action is required by the holders of the ADSs to affect the ADS Ratio Change, and no fractional new ADSs will be issued in connection
with the change in ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and the depositary bank will attempt
to sell them with the net cash proceeds from the sale of the fractional ADS entitlements to be distributed to the applicable ADS holders
by the depositary bank.
The
Company is implementing the ADS Ratio Change with the objective of increasing the per-ADS trading price and regaining compliance with
Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per ADS for continued listing on the Nasdaq Capital Market.
There can be no assurance that the ADS Ratio Change will enable the Company to regain or maintain compliance with Nasdaq’s continued-listing
requirements.
The
information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement
on Form F-3 (File No. 333-297543) and S-8 (Registration No. 333-299186).
EXHIBITS
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
CL Workshop Group
Limited |
| |
|
| Date: November 4, 2026 |
By: |
/s/
Liying Wang |
|
Name: |
Liying Wang |
|
Title: |
Director and Chief Executive Officer |
Exhibit 99.1
CL
Workshop Group Limited Announces Plan to Implement ADS Ratio Change
Hong
Kong, November 4, 2026 (PRNewswire ) – CL Workshop Group Limited (NASDAQ: NWGL) (the “Company”), a global forestry
company that focuses on the timber and wood products industry, today announced that it will change the ratio (the “ADS Ratio”)
of its American Depositary Shares (“ADSs”) to Class A ordinary shares, par value US$0.001 per share, from one (1) ADS representing
eight (8) Class A ordinary shares to one (1) ADS representing six hundred and forty (640) Class A ordinary shares, effective November
6, 2026 (the “ADS Ratio Change”). For the Company’s ADS holders, the ADS Ratio Change will have the same effect as
a one-for-eighty (80) reverse split.
The
Class A ordinary shares of the Company will not be affected by the ADS Ratio Change. No ordinary shares will be issued or cancelled in
connection with the ADS Ratio Change, and holders of the Company’s ordinary shares will be unaffected by the new ADS Ratio.
The
ADSs are expected to continue trading on a split-adjusted basis on the Nasdaq Capital Market under the existing ticker symbol “NWGL,”
effective at the open of business on November 6, 2026 (the “Effective Date”), subject to Nasdaq confirmation. The new CUSIP
number will be 63903R205.
ADS
holders holding through DTC or the Direct Registration System will not be required to take any action. No fractional ADSs will be issued,
and any fractional entitlements will be settled in cash, after deduction of applicable taxes, fees and expenses.
About
CL Workshop Group Limited
CL
Workshop Group Limited is a global forestry company offering a broad line of wooden products, including logs, decking, flooring and sawn
timber, primarily through its worldwide sales network.
Forward-Looking
Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All forward-looking
statements, expressed or implied, in this release are based only on information currently available to us and speak only as of the date
on which they are made. Investors can find many, but not all, of these statements by the use of words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “plans,” “will,” “would,” “should,” “could,” “may”
or other similar expressions in this release. Except as otherwise required by applicable law, we disclaim any duty to publicly update
any forward-looking statement to reflect events or circumstances after the date of this release.
These
statements are subject to uncertainties and risks, including, but not limited to, uncertainties related to market conditions, and other
factors discussed in our filings with the SEC.
Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from anticipated
results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.
Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company
undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the
date hereof.
For
investor and media inquiries, please contact:
CL
Workshop Group Limited
Name:
Wang Hong
Title:
CFO
Email:
nwglwh@163.com
