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 May 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): ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
May 6, 2026, CL Workshop Group Limited (the “Company”) received a letter from the Listings Qualifications Department
of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the minimum closing bid price per American Depositary
Share of the Company, each representing eight Class A ordinary shares of the Company (“ADSs”), was below
US$1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s ADSs,
and the ADSs will continue to trade uninterrupted under the symbol “NWGL.”
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until November
2, 2026, to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the compliance period, the
closing bid price per ADS of the Company’s ADSs is at least US$1.00 for a minimum of ten (10) consecutive
business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In
the event the Company does not regain compliance by November 2, 2026, the Company may be eligible for an additional 180
calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price
requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period,
including by effecting a reverse share split and/or changing the ratio of Class A ordinary shares to ADSs, if necessary. If
the Company chooses to implement a reverse share split and/or change the ratio of Class A ordinary shares to ADSs, it must
complete such action no later than ten (10) business days prior to November 2, 2026, or the expiration of the second
compliance period if granted.
On
May 8, 2026, the Company issued a press release entitled “CL Workshop Group Limited Receives Nasdaq Notice of Bid
Price Deficiency.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated
herein by reference.
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 |
| |
|
|
| |
By: |
/s/
Liying WANG |
| |
Name:
|
Liying
WANG |
|
Title: |
Director
and Chief Executive Officer |
| |
|
|
| Date:
May 8, 2026 |
|
|
Exhibit
99.1
CL Workshop Group Limited Receives Nasdaq Notice of Bid Price Deficiency
HONG KONG, May 8, 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 received a notification letter dated May 6, 2026 from Nasdaq’s Listing
Qualifications Department indicating that the closing bid price of the Company’s American Depositary Shares, each representing
eight Class A ordinary shares of the Company (“ADSs”), was below the minimum requirement of US$1.00 per ADS
for 30 consecutive business days from March 24, 2026 through May 5, 2026, and the Company is therefore not in compliance with
the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2).
The
notification letter has no immediate effect on the listing of the Company’s ADSs, which will continue to trade uninterrupted
on Nasdaq under the ticker “NWGL.”
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until November 2, 2026, to
regain compliance with the minimum bid price rule. If, at any time during the 180-day period, the closing bid price per ADS of
the Company’s ADSs is US$1.00 or above for a minimum of ten consecutive business days, Nasdaq will provide written confirmation
of compliance and this matter will be closed.
In
the event the Company does not regain compliance with the minimum bid price requirement by November 2, 2026, the Company may
be eligible for an additional 180 calendar day grace period to regain compliance. To qualify, the Company will be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure
the deficiency during the second compliance period, including by effecting a reverse share split and/or changing the ratio of
Class A ordinary shares to ADSs, if necessary. If the Company chooses to implement a reverse share split and/or change the
ratio of Class A ordinary shares to ADSs, it must complete such action no later than 10 business days prior to November
2, 2026, or the expiration of the second compliance period if granted.
This
press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
The Company is currently evaluating various options available to regain compliance. The notification letter has no effect at this time
on the listing of the Company’s ADSs, which will continue to trade uninterrupted on Nasdaq under the ticker “NWGL.”
About
CL Workshop Group Limited
CL
Workshop Group Limited is a global forestry company that focuses on the timber and wood products industry. Nature Wood offers a broad
line of 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, the Company’s
ability to regain compliance with Nasdaq’s minimum bid price requirement, 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
