Workshop Group plans $2.46M private placement

Workshop Group Limited agreed to a private placement of 12,300,000 Units at US$0.20 per Unit with certain investors.

Rhea-AI Filing Summary

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.

Filing Explained

The July 14, 2026 filing records an agreement, not a completed issuance: closing remains subject to conditions. If completed, each 12,300,000-Unit package would include one ADS and a warrant for three ADSs; issuing the ADSs would reduce existing holders’ percentage ownership, while warrant dilution depends on later exercise after resale-registration effectiveness.

Key Figures

Units Offered: 12,300,000 Units Unit Purchase Price: US$0.20 per Unit ADS to Ordinary Shares Ratio: 1 ADS = 8 Class A ordinary shares +5 more

8 metrics

Units Offered 12,300,000 Units Private placement of Units agreed on July 14, 2026

Unit Purchase Price US$0.20 per Unit Purchase price for each Unit in the Offering

ADS to Ordinary Shares Ratio 1 ADS = 8 Class A ordinary shares Each ADS represents eight Class A ordinary shares, par value US$0.001

Warrant Coverage 3 ADSs per Warrant Each Unit’s Warrant entitles the holder to purchase three ADSs

Warrant Exercise Price US$0.25 per ADS Exercise price for ADSs issuable upon exercise of the Warrants

Expected Gross Proceeds approximately US$2.46 million Aggregate gross proceeds from sale of 12,300,000 Units

Additional Proceeds on Warrant Exercise approximately US$9.225 million Potential gross proceeds if all Warrants are exercised for cash

Warrant Term one year Warrants expire one year after resale registration statement effectiveness

Key Terms

securities purchase agreement, American Depositary Share, resale registration statement, Section 4(a)(2) of the Securities Act, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

American Depositary Share financial

"Each Unit consists of (i) one American Depositary Share (the “ADS”)"

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.

resale registration statement regulatory

"Warrants will become exercisable on the date that the resale registration statement is declared effective"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) of the Securities Act regulatory

"in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation S regulatory

"and/or Regulation S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Offering Details

private placement

Offering

Offering Type private placement

Use of Proceeds Working capital and general corporate purposes

FAQ

What transaction did Workshop Group Limited (NWGL) enter into in July 2026?

Workshop Group Limited entered into a securities purchase agreement for a private placement of 12,300,000 Units. Each Unit includes one ADS and a Warrant for three ADSs, providing new equity-linked capital subject to customary closing conditions.

How much capital will Workshop Group Limited (NWGL) raise from the private placement?

Workshop Group Limited expects gross proceeds of about US$2.46 million from selling 12,300,000 Units at US$0.20. It could receive approximately US$9.225 million more if all attached Warrants are later exercised for cash at US$0.25 per ADS.

What are the key terms of the Warrants issued by Workshop Group Limited (NWGL)?

Each Unit includes a Warrant to buy three ADSs at an exercise price of US$0.25 per ADS. The Warrants become exercisable once a resale registration statement is effective and expire one year after that effective date.

How will Workshop Group Limited (NWGL) use the proceeds from the Offering?

Workshop Group Limited intends to use the net proceeds from the private placement for working capital and general corporate purposes. This provides additional liquidity to support ongoing operations and corporate needs rather than a specified acquisition or single project.

Under which exemptions is Workshop Group Limited (NWGL) conducting this private placement?

The securities are being offered and sold in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation S, limiting offers and sales absent registration or another applicable exemption.

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Available on EDGAR 07/14/2026 - 09:10 AM Accepted by SEC EDGAR 07/14/2026 - 09:09 AM 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 July 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): ☐

Entry into a Securities Purchase Agreement

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 (the “Purchasers”) for a private placement (the “Offering”) of 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, and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants 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 Warrants will have an exercise price of US$0.25 per ADS and will be exercisable in accordance with their terms.

The aggregate gross proceeds of the Offering are expected to be 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$9.225 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close subject to the satisfaction of customary closing conditions set forth in the Securities Purchase Agreement.

The securities to be issued in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being offered and sold in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. Accordingly, the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The foregoing summary of the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the Form of Warrant, which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

EXHIBITS

Exhibit No.		Description
4.1		Form of Warrant
10.1		Securities Purchase Agreement

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: July 14, 2026

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 157.1 KB

Other Documents

• EX-4.1 EX-4.1 152.9 KB