Workshop Group Limited (Nasdaq: NWGL) completes $2.46M unit private placement

Rhea-AI Filing Summary

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.

Key Figures

Units sold in private placement: 12,300,000 units Unit purchase price: US$0.20 per Unit Gross proceeds from private placement: approximately US$2.46 million +4 more

7 metrics

Units sold in private placement 12,300,000 units Private placement consummated on August 7, 2026

Unit purchase price US$0.20 per Unit Price per unit in August 7, 2026 private placement

Gross proceeds from private placement approximately US$2.46 million Aggregate gross proceeds before expenses from unit sale

Warrant exercise price US$0.25 per ADS Exercise price for warrants included in each unit

Additional proceeds if all warrants exercised approximately US$9.23 million Potential gross proceeds from cash exercise of all warrants

ADS-to-ordinary share ratio 1 ADS : 8 Class A ordinary shares Each ADS represents eight Class A ordinary shares of the company

ADSs purchasable per warrant 3 ADSs per Warrant Each warrant entitles the holder to purchase three ADSs

Key Terms

private placement, American Depositary Share, warrant, foreign private issuer, +2 more

6 terms

private placement financial

"the Company consummated the private placement on August 7, 2026"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

American Depositary Share financial

"Each Unit consists of one American Depositary Share representing eight Class A ordinary shares"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

warrant financial

"Each Unit includes one warrant to purchase three ADSs"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country corporate governance practices regulatory

"a foreign private issuer may follow its home country corporate governance practices"

Nasdaq Listing Rule 5615(a)(3) regulatory

"Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer may follow home practices"

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FAQ

What private placement did Workshop Group Limited (NWGL) complete in August 2026?

Workshop Group Limited completed a private placement on August 7, 2026, selling 12,300,000 units at US$0.20 per unit. Each unit consists of one ADS, representing eight Class A ordinary shares, plus a warrant to purchase three additional ADSs.

How much capital did Workshop Group Limited (NWGL) raise in the August 7, 2026 private placement?

The transaction generated aggregate gross proceeds of approximately US$2.46 million for Workshop Group Limited. This reflects the sale of 12,300,000 units at US$0.20 per unit, before expenses and excluding any potential warrant exercise proceeds.

What are the key terms of the units and warrants issued by Workshop Group Limited (NWGL)?

Each unit contains one ADS and one warrant to buy three ADSs. Each ADS represents eight Class A ordinary shares, and the warrants carry an exercise price of US$0.25 per ADS, with potential additional gross proceeds if exercised for cash.

When do Workshop Group Limited (NWGL) warrants become exercisable and when do they expire?

The warrants become exercisable when a resale registration statement is declared effective by the SEC and expire one year later. This creates a limited exercise window tied directly to the effectiveness of that resale registration statement.

How much additional funding could Workshop Group Limited (NWGL) receive if all warrants are exercised?

If all warrants from the private placement are exercised for cash, Workshop Group Limited would receive about US$9.23 million in additional gross proceeds. This is on top of the initial US$2.46 million raised from selling the units.

How is Workshop Group Limited (NWGL) using Nasdaq's home country practice exemption?

Workshop Group Limited elected to rely on BVI home country corporate governance practices instead of certain Nasdaq shareholder approval rules. Its BVI counsel confirmed the company’s constitutional documents do not require compliance with those specific Nasdaq requirements for this private placement.

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 August 2026

Commission File Number: 001-41796

CL Workshop Group Limited

(Registrant’s Name)

Avenida da Amizade no. 1287

Chong Fok Centro Comercial, 13 E

Macau S.A.R.

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Consummation of the Private Placement

As previously disclosed in a Report on Form 6-K furnished to the Securities and Exchange Commission on July 14, 2026, CL Workshop Group Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors for a private placement offering.

Pursuant to the terms of the Securities Purchase Agreement, on August 7, 2026, the Company consummated the private placement (the “Private Placement”), pursuant to which the Company sold, and the investors purchased, 12,300,000 units (the “Units”) at a purchase price of US$0.20 per Unit.

Each Unit consists of (i) one American Depositary Share (the “ADS”), representing eight Class A ordinary shares of the Company, par value US$0.001 per share (the “Class A Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants have an exercise price of US$0.25 per ADS, will become exercisable on the date that the resale registration statement is declared effective by the U.S. Securities and Exchange Commission and will expire one year thereafter.

The aggregate gross proceeds to the Company from the Private Placement were approximately US$2.46 million, before deducting any offering expenses payable by the Company and excluding any proceeds that may be received by the Company upon exercise of the Warrants. If all Warrants are exercised for cash, the Company would receive additional gross proceeds of approximately US$9.23 million.

The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Nasdaq Home Country Practice

As a company incorporated in the British Virgin Islands and listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to the Nasdaq corporate governance requirements. Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer may generally follow its home country corporate governance practices in lieu of certain Nasdaq requirements.

In connection with the Private Placement, the Company elected to rely on the home country practices exemption available to foreign private issuers under the Nasdaq Rules in lieu of complying with certain Nasdaq shareholder approval requirements that may otherwise be applicable to the Private Placement.

A copy of the home country practices letter issued by the Company’s British Virgin Islands legal counsel, Ogier, is attached hereto as Exhibit 99.1.

EXHIBITS

Exhibit No.		Description
99.1		Home Country Exemption Letter from Ogier dated July 29, 2026

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
	By:	/s/ Liying WANG
	Name:	Liying WANG
	Title:	Director and Chief Executive Officer
Date: August 7, 2026

Exhibit 99.1

 

The Nasdaq Stock Market, Inc. Listing Qualifications 9600 Blackwell Road Rockville, MD 20850 United States of America D      +852 3656 6054 E       nathan.powell@ogier.com D      +852 3656 6023 E       janice.chu@ogier.com          Reference: JTC/SWL/517988.00001

29 July 2026

Dear Sirs

We act as British Virgin Islands (the “BVI”) counsel to CL Workshop Group Limited, a business company incorporated in the BVI (the “Company”).

The Company has advised us that it has elected to follow its BVI practices in lieu of the following Nasdaq Stock Market LLC Rules (the “Rules”):

(i) Rule 5635(a) requires a Nasdaq-listed company to obtain shareholder approval for issuance of securities in connection with acquisitions for certain events, including, without limitation, transaction other than a public offering involving a sale, issuance or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance;

(ii) Rule 5635(b) requires a Nasdaq-listed company to obtain shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company;

(iii) Rule 5635(c) requires a Nasdaq-listed company to obtain shareholder approval for the establishment of or material amendments to equity compensation plans; and

(iv) Rule 5635(d) requires a Nasdaq-listed company to obtain shareholder approval prior to a 20% Issuance at a price that is less than the Minimum Price. For the purposes of Rule 5635(d), (A) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement; (B) “20% Issuance” means a transaction, other than a public offering as defined in IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance.

Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong T +852 3656 6000 F +852 3656 6001 ogier.com Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*^‡ Richard Bennett**^‡ James Bergstrom^‡ * admitted in New Zealand ** admitted in England and Wales ^‡ not ordinarily resident in Hong Kong

Under BVI law, the Company’s practice of following the provisions of the laws of the BVI in lieu of the Rules is not prohibited under any statutory legal provision of the BVI, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the second amended and restated memorandum and articles of association of the Company as adopted by resolutions of shareholders dated 16 December 2025 and filed with the Registrar on 22 December 2025 (the “Memorandum and Articles”), there is no requirement under the Memorandum and Articles requiring the Company to comply with the aforesaid requirements under the Rules.

We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the BVI. Specifically, we have made no independent investigation of the laws of the State of New York or the Nasdaq Stock Market LLC Rules, and we express no opinion as to the meaning, validity or effect of the Nasdaq Stock Market LLC Rules. This advice is to be governed by and construed in accordance with the laws of the BVI and is limited to and is given on the basis of the current law and practice in the BVI. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

Yours faithfully

Ogier

2

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 26.1 KB
• EX-99 GRAPHIC 8.5 KB
• EX-99 GRAPHIC 7.6 KB