CL Workshop offloads $0.6M liability business for $1

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.

Rhea-AI Filing Summary

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.

Positive

• Disposal removes loss-making unit and strengthens equity: Pro forma loss before tax for 2025 improves from $(6.36) million to $(4.67) million, and equity attributable to owners rises from $376,157 to $881,487 after excluding the disposal group’s negative equity.
• New capital from private placement: The company raised gross proceeds of about $2.46 million (net $1.84 million) via a unit offering with attached warrants, with potential additional gross proceeds of about $9.23 million upon full cash exercise of the warrants.

Negative

• Revenue base shrinks materially: Pro forma 2025 revenue for the remaining group falls from $14.6 million to $7.7 million after removing the disposal group, indicating a substantially smaller operating scale.
• Business remains loss-making: Even after the disposal, the pro forma loss before income tax for 2025 is still about $(4.67) million and total comprehensive loss about $(4.85) million, signaling ongoing operating challenges.

Filing Explained

Control of the loss-making subsidiary has not yet transferred; the agreed one-dollar sale changes the group only if it closes.

As a Form 6-K, this is a foreign private issuer’s interim report furnishing material information. The company reports that its subsidiary agreed on August 28, 2026 to sell all of Swift Top Capital Resources Limited for US$1.00; ST operates the disposal group’s log-trading and consultancy activities. The filing does not state that closing has occurred. If closing occurs, the company and selling subsidiary will no longer control ST, so the group would remove that subsidiary from its operations.

The board says the sale could eliminate the disposal group’s continuing negative effect on profitability and cash flows, but the filing states that the pro forma statements are informational and are not indicative of actual post-transaction results or projections. The pro forma balance sheet shows remaining-group net current assets of $651,773 as of July 31, 2026; this is a pro forma presentation rather than a reported completed-sale balance sheet.

Key Figures

Disposal consideration: US$1.00 Disposal group equity valuation: $(577,465) Disposal group net liabilities: approximately $0.6 million +5 more

8 metrics

Disposal consideration US$1.00 Cash consideration for 100% of Swift Top Capital Resources Limited

Disposal group equity valuation $(577,465) Valuation of entire equity interest in disposal group as of July 31, 2026

Disposal group net liabilities approximately $0.6 million Unaudited consolidated net liability position as of July 31, 2026

Disposal group loss before tax 2025 approximately $0.2 million Unaudited pro forma loss before tax for year ended December 31, 2025

Disposal group loss before tax 7 months 2026 approximately $1.5 million Unaudited pro forma loss before tax for seven months ended July 31, 2026

Pro forma revenue after disposal 2025 $7,707,076 Revenue of remaining group for year ended December 31, 2025

Pro forma loss before income tax 2025 $(4,667,964) Loss before income tax of remaining group for year ended December 31, 2025

Private placement gross proceeds approximately US$2.46 million Sale of 12,300,000 units at US$0.20 per unit on August 7, 2026

Key Terms

unaudited pro forma, Regulation S-X, Disposal Group, private placement, +2 more

6 terms

unaudited pro forma financial

"The Disposal Group recorded losses in the unaudited proforma loss before tax"

Unaudited pro forma refers to financial statements or metrics that have been adjusted to show how a company’s results would look after a hypothetical or completed event (like an acquisition, divestiture, or reorganization) but have not been reviewed or certified by independent auditors. Investors use these figures as a convenient preview or “what-if” snapshot to compare past and projected performance, while recognizing that the numbers are management-prepared and may not carry the same verification as audited reports.

Regulation S-X regulatory

"prepared in accordance with Article 11 of Regulation S-X, using the assumptions"

A set of U.S. securities rules that prescribes how public companies must prepare, present and have audited their financial statements and related exhibits. It lays out formats, required schedules and minimum disclosure standards so financial reports follow a consistent structure. For investors, this consistency and verification act like a standard recipe and inspection checklist, making financial statements easier to compare, trust and use for valuation decisions.

Disposal Group financial

"ST and its subsidiaries are collectively referred to herein as the “Disposal Group.”"

private placement financial

"the Company consummated the private placement (the “Private Placement”), pursuant to which"

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 (i) one American Depositary Share (the “ADS”), representing"

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

"and (ii) one warrant (the “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.

FAQ

What business did NWGL dispose of and for how much?

NWGL disposed of Swift Top Capital Resources Limited and its subsidiaries, a group engaged in log trading and IT/business consultancy, for a cash consideration of US$1.00. The disposal group had negative equity of about $(577,465) and net liabilities of about $0.6 million as of July 31, 2026.

How did the disposal affect NWGL’s pro forma 2025 results?

Removing the disposal group reduces 2025 revenue from $14,584,171 to $7,707,076, but narrows loss before income tax from $(6,364,785) to $(4,667,964). Equity attributable to owners increases from $376,157 to $881,487 on a pro forma basis.

What were the disposal group’s recent losses reported by NWGL?

The disposal group recorded an unaudited pro forma loss before tax of approximately $0.2 million for the year ended December 31, 2025 and approximately $1.5 million for the seven months ended July 31, 2026. The board expects continued losses in 2026 under current conditions.

What are the key terms of NWGL’s August 2026 private placement?

On August 7, 2026, NWGL sold 12,300,000 units at $0.20 per unit, each unit containing one ADS and a warrant to buy three ADSs at $0.25 per ADS. The transaction generated gross proceeds of about $2.46 million and net proceeds of about $1.84 million.

How much could NWGL raise if all private placement warrants are exercised?

Assuming all warrants issued in the private placement are exercised for cash at $0.25 per ADS, NWGL would receive additional gross proceeds of approximately $9.23 million, in addition to the initial $2.46 million gross proceeds from unit sales.

What is NWGL’s strategic rationale for the disposal?

The board states that the disposal eliminates the disposal group’s ongoing negative impact on profitability and cash flows and allows the group to concentrate resources on its core trading of logs and wood products and exploring new opportunities and product mix.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 04:01 PM Accepted by SEC EDGAR 08/28/2026 - 04:00 PM Learn about SEC filing dates

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 ☐

On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”), an subsidiary of CL Workshop Group Limited (the “Company”, together with its subsidiaries, the “Group”) and Mrs. Un Son I (the “Purchaser”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”), pursuant to which the Vendor has agreed to dispose of and the Purchaser has agreed to acquire the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly-owned subsidiary of the Vendor, at a consideration of US$1.00 (the “Disposal”). ST and its subsidiaries are collectively referred to herein as the “Disposal Group.”

The Disposal Group is principally engaged in trading of logs and the provision of IT consultancy and business consultancy services, with one of ST’s subsidiaries currently inactive. The Disposal Group recorded losses in the unaudited proforma loss before tax of approximately $0.2 million for the year ended December 31, 2025 and the unaudited proforma loss before tax of approximately $1.5 million for the seven months ended July 31, 2026. Due to (i) the downturn of the home building and renovation product market worldwide following the global economic downturn; (ii) ongoing wars and armed conflicts around the world; and (iii) the Chinese property sector crisis in China, it is expected that the Disposal Group would continue to incur losses in 2026. The board of directors of the Company (the “Board”) is of the view that the Disposal provides an opportunity for the Group to eliminate the ongoing negative impact on its profitability and cash flows as a result of the losses incurred by the Disposal Group. In addition, the Disposal allows the Group to concentrate its resources on exploring new opportunities and new product mix. After completion of the Disposal, the Group will continue to focus on trading logs and wood products and exploring new opportunities.

The consideration of the Disposal was arrived after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms, after taking into account, among others, (i) the historical loss-making position of the Disposal Group profit before tax for the years ended December 31, 2025; (ii) the valuation of the entire equity interest of the Disposal Group as at July 31, 2026 of $(577,465), which is fair form of the consideration in relation to the Disposal as opined by an independent professional valuer pursuant to a fairness opinion issued on August 28, 2026; and (iii) the unaudited consolidated net liability position of Disposal Group as at July 31, 2026 of approximately $0.6 million.

The transfer of the entire issued share capital of ST to the Purchaser was approved by the sole director of ST on August 28, 2026. Having considered the aforesaid, the Board are of the view that the terms of the Disposal are fair and reasonable. The Disposal was approved by the Board on August 28, 2026.

The financial statements of the Group as of and for the year ended December 31, 2025, and the accompanying notes thereto, are incorporated herein by reference. Attached to this report on Form 6-K and incorporate buy reference as Exhibit 10.1 is a copy of the Sale and Purchase Agreement between the Vendor and the Purchaser dated August 28, 2026. The unaudited pro forma balance sheet of the remaining Group as of July 31, 2026 and the unaudited pro forma profit & loss statement of the remaining Group for the year ended December 31, 2025 are filed as Exhibit 99.1.

This report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 (No. 333-297543) to the extent not superseded by documents or reports subsequently filed.

EXHIBITS

Exhibit No.		Description
10.1		Sale and Purchase Agreement between Nature Flooring (Europe) Company Limited and Mrs. Un Son I dated August 28, 2026
99.1		CL Workshop Group Limited. Unaudited Pro Forma Balance Sheet of the Remaining Group as of July 31, 2026 and the Unaudited Pro Forma Profit & Loss Statement of the Remaining Group for the year ended December 31, 2025.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Current Report on Form 6-K contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form 6-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in the Company’s Commission filings, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Form 6-K. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” as well as other risks and factors identified from time to time in the Company’s Commission filings could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Form 6-K to conform our statements to actual results or changed expectations.

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
Date: August 28, 2026	Title:	Director and Chief Executive Officer

Exhibit 99.1

CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF JULY 31, 2026

(In U.S. dollars)

		CL Workshop Group Limited and Subsidiaries				Swift Top Capital Resources Limited and Subsidiaries Disposal				Pro Forma Consolidated
ASSETS
Non-current assets
Other Investment			-				1,163				-
Property, plant and equipment, net			287,388				2,403				284,973
Right-of-use assets, net			101,467				61,752				39,715
Total non-current assets			388,855				65,318				324,688
Current assets
Inventories			457,542				115,110				342,432
Prepayments			1,101,632				697,849				403,783
Trade and other receivables, net			4,138,924				1,704,678				2,360,960
Amounts due from the Group			-				49,096				-
Prepaid income tax			73,404				-				73,404
Restricted bank deposits			18,458				-				18,458
Cash and bank balances			2,238,204				55,642				2,182,562
Total current assets			8,028,164				2,622,375				5,381,599
Total assets			8,417,019				2,687,693				5,706,287
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables			3,521,857				169,294				3,352,563
Contract liabilities			56,514				14,729				41,785
Bank borrowings			3,311,434				2,538,972				772,462
Other borrowings			474,077				474,077				-
Amounts due to an ultimate beneficial shareholder			484,261				-				484,261
Lease liabilities			51,430				30,197				21,233
Income Tax Payable			8,426				-				8,426
Amount due to the other group			-				-				49,096
Total current liabilities			7,907,999				3,227,269				4,729,826
Net current assets			120,165				(604,894	)			651,773
Non-current liabilities
Other borrowings			77,132				-				77,132
Lease liabilities			56,745				37,889				18,856
Total non-current liabilities			133,877				37,889				95,988
Total liabilities			8,041,876				3,265,158				4,825,814
Capital and reserves
Share capital			132,425				-				132,425
Capital reserves			30,053,810				-				30,053,810
Accumulated comprehensive losses			(29,810,078	)			(577,465	)			(29,304,748	)
Equity attributable to owners of the Company			376,157				(577,465	)			881,487
Non-controlling interest			(1,014	)			-				(1,014	)
Total equity			375,143				(577,465	)			880,473
Total liabilities and equity			375,143				(577,465	)			880,473

CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2025

(In U.S. dollars)

		CL Workshop Group Limited and Subsidiaries				Removal of Swift Top Capital Resources Limited Disposal Group(a)				Note		Pro Forma Adjustments				Pro Forma Consolidated
Revenue			14,584,171				(7,444,804	)		(b)			567,709				7,707,076
Cost of revenue			(13,183,875	)			6,467,610						-				(6,716,265	)
Gross profit			1,400,296				(977,194	)					567,709				990,811
Net foreign exchange losses			(28,858	)			175,158						-				146,300
Other income, net			67,792				(962,849	)		(b)			962,418				67,361
Impairment loss (recognized on) reversal of financial asset and prepayment			(3,003,244	)			-						-				(3,003,244	)
Selling and distribution expenses			(884,579	)			492,305						-				(392,274	)
Administrative expenses			(3,416,160	)			1,163,579						-				(2,252,581	)
Finance income			3,254				(3,216	)					-				38
Finance costs			(503,286	)			278,911						-				(224,375	)
Loss before income tax			(6,364,785	)			166,694						1,530,127				(4,667,964	)
Income tax (expenses) credits			(51,950	)			7,334						-				(44,616	)
Loss for the year from continuing operations			(6,416,735	)			174,028						1,530,127				(4,712,580	)
Other comprehensive loss from continuing operations:
Exchange difference arising from translation of foreign operations			569,489				(702,574	)					-				(133,085	)
Other comprehensive loss from continuing operations			569,489				(702,574	)					-				(133,085	)
Total comprehensive loss for the year from continuing operations			(5,847,246	)			(528,546	)					1,530,127				(4,845,665	)

NOTE 1 –INTRODUCTION

On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”) entered into a sale and purchase agreement (the “Disposal”) with Mrs. Un Son I (the “Purchaser”). Pursuant to the Disposal, the Purchaser agreed to purchase the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly owned subsidiary of the Company, for cash consideration of US$1.00 (the “Purchase Price”). Upon closing of the transaction contemplated by the Disposal, the Company and the Vendor will no longer have control over ST. We refer to the foregoing transactions contemplated by the sale and purchase agreement collectively as the “Transaction”.

Basis of Presentation

The unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth to in the notes to the unaudited pro forma financial statements. The unaudited pro forma profit & loss statement and other comprehensive income for the year ended December 31, 2025 presented below are derived from the historical financial statements of the Company, adjusted to give effect to the Transaction. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and the respective history financial information from which it was derived, including:

(1) The historical financial statements and the accompanying notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 27, 2026.

The unaudited pro forma consolidated statement of financial position as of July 31, 2026 gives effect to the Transaction as if it had occurred on July 31, 2026. The unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2025 gives effect to the Transaction as if occurred on January 1, 2025 and carried forward through the twelve months ended December 31, 2025.

The pro forma adjustments are preliminary and have been made solely for informational purposes. The unaudited pro forma consolidated financial statements are not intended to represent and does not purport to be indicative of what the combined financial condition or results of operations of the Company would have been had the Transaction been completed on the applicable dates. In addition, the pro forma financial statements do not purport to project the future financial condition and results of operations of the Company. In the opinion of management, all necessary adjustments to the unaudited pro forma consolidated financial statements have been made.

NOTE 2 – PRO FORMA RECLASSIFICATION AND ADJUSTMENTS

The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposal, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the disposal results of Disposal. The unaudited pro forma consolidated financial statements do not reflect the non-recurring cost of any integration activities or benefits from the Disposal including potential synergies that may be generated in future periods.

The unaudited pro forma consolidated statement of profit and loss and other comprehensive income for the year ended December 31, 2025 reflects the following transaction accounting adjustments related to the Disposal:

(a)	The removal of the Swift Top Capital Resources Limited disposal group. The Company determined that the Disposal of the Swift Top Capital Resources Limited did not meet the criteria to be reported as discontinued operations.
(b)	The removal of intergroup transactions between the disposal group and remaining group.

NOTE 3 – SUBSEQUENT EVENT – PRIVATE PLACEMENT

On August 7, 2026, subsequent to the period covered by this report, 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. After deducting such offering expenses, the net proceeds to the Company from the Private Placement were approximately US$1.84 million, excluding any proceeds from the exercise of the Warrants. Assuming all Warrants are exercised for cash, the Company would receive additional gross proceeds of approximately US$9.23 million.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 71.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 184.8 KB

Other Documents

• EX-10 GRAPHIC 43.4 KB