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 September 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 offices)
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 ☐
On
September 30, 2026, CL Workshop Group Limited (the “Company”) entered into an at-the-market sales agreement
(the “Sales Agreement”) with Chaince Securities, LLC (the “Sales Agent”), acting as the Company’s sales
agent, pursuant to which the Company may offer and sell, from time to time through the Sales Agent, American Depositary Shares
(the “ADSs”), each representing eight (8) Class A Ordinary Shares, par value $0.001 per share (the “Class A Ordinary
Shares”), of the Company, in an aggregate amount of up to $200,000,000.
The
Company is not obligated to sell any ADS under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales
Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law,
rules and regulations, and the rules of The Nasdaq Stock Market to sell ADSs from time to time based upon the Company’s instructions,
including any price, time, or size limits specified by the Company. Upon delivery of a sales notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the ADSs by any
method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended. The Company will pay the Sales Agent (i) a commission of 3.0% of the aggregate gross proceeds from each sale
of ADSs, and (ii) a non-accountable expense allowance equal to 1.0% of the aggregate gross proceeds from each sale of ADSs for the
fees and expenses of the Sales Agent’s legal counsel and other out-of-pocket expenses incurred by the Sales Agent in connection
with the offering. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution to the Sales
Agent against certain liabilities, including liabilities under the Securities Act. The Sales Agreement also contains customary representations
and warranties and conditions to the sale of the ADSs pursuant thereto.
The
ADSs will be offered and sold pursuant to the prospectus supplement, dated September 30,
2026, and the accompanying base prospectus, under the Company’s registration statement on Form
F-3 (Registration No. 333-297543), filed with the Securities and Exchange Commission on July 17, 2026 and declared
effective on July 29, 2026 (the “Registration Statement”), for an aggregate offering amount of up to $200,000,000.
The Company intends to use the net proceeds
from this offering for working capital and general corporate purposes and new product development.
The
foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Sales Agreement, which is attached as Exhibit 10.1 to the current report.
This
Form 6-K is hereby incorporated by reference into the Registration Statement on Form
F-3 (Registration No. 333-297543), the prospectus supplement relating to the offering of the ADSs and the Form S-8 (Registration
No. 333-299186), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an
offer to buy the ADSs discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 5.1 |
|
Legal Opinion of Ogier |
| 10.1 |
|
Sales
Agreement, dated September 30, 2026, by and between the Company and the Sales Agent |
| 23.1 |
|
Consent of Ogier (included in Exhibit 5.1) |
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:
October 2, 2026 |
|
|
| |
By: |
/s/
Liying Wang |
| |
Name:
|
Liying
Wang |
| |
Title:
|
Director
and Chief Executive Officer |
