Nature Wood Group (NASDAQ: NWGL) to become CL Workshop, expand share capital

Rhea-AI Filing Summary

Nature Wood Group Limited reports that shareholders approved several major corporate changes at the annual general meeting. The company will change its name to CL Workshop Group Limited, with a new Chinese name, once the change is certified by the BVI registry.

Shareholders also approved a large share reorganization. The maximum authorized share capital will rise from 200,000,000 ordinary shares to 8,000,000,000 ordinary shares with a par value of US$0.001, split into 7,520,000,000 Class A and 480,000,000 Class B ordinary shares. Existing holdings of 132,425,321 ordinary shares will be redesignated so that TUTU Business Services Limited holds 92,932,850 Class B ordinary shares and all other shareholders hold 39,492,471 Class A ordinary shares.

The meeting further approved adoption of a second amended and restated memorandum and articles of association. The company expects the name change and share reorganization to take effect on December 29, 2025.

Insights

Equity capital markets analyst

Shareholders approved a new name and major share capital reorganization.

Nature Wood Group Limited obtained shareholder approval to change its name to CL Workshop Group Limited and to update its constitutional documents. A key step is replacing the existing memorandum and articles of association with a second amended and restated version, aligning them with the new name and capital structure.

The company’s authorized share capital will increase from 200,000,000 ordinary shares to 8,000,000,000 ordinary shares with par value of US$0.001. These are divided into 7,520,000,000 Class A ordinary shares and 480,000,000 Class B ordinary shares, and the existing 132,425,321 ordinary shares are being redesignated so that TUTU Business Services Limited holds 92,932,850 Class B shares while all other shareholders hold 39,492,471 Class A shares. These changes are anticipated to take effect on December 29, 2025, after required filings with the BVI registry.

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 December 2025

Commission File Number: 001-41796

NATURE WOOD 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): ☐

On December 16, 2025, at 10:00 a.m., local time, Nature Wood Group Limited (the “Company”) held an Annual General Meeting of Shareholders at 45th Floor, West Tower, Xinghe Twin Towers, No. 8 Yaxing Road, Bantian Sub-district, Longgang District, Shenzhen City, China to vote on the following proposals which were approved by the majority of the shareholders:

1. Change of Company Name

	(a)	the Company’s name be changed from “Nature Wood Group Limited” to “CL Workshop Group Limited” and the Company’s foreign name be changed from “大自然林業集團有限公司” to “刺梨工坊公司” (the “Change of Company Name”),
	(b)	the registered agent of the Company be and is hereby authorized and instructed to file with the Registry of Corporate Affairs in the British Virgin Islands (the “BVI Registry”) an application to effect and certificate the Change of Company Name,
	(c)	subject to the Change of Company Name being certificated by the BVI Registry, and, as a consequence of such change:

Clause 1 of the Amended and Restated Memorandum of Association be deleted in its entirety and replaced by the following:

“1. Name

The name of the Company is CL Workshop Group Limited.

The company has a foreign character in addition to its name which is (刺梨工坊公司).

In the event of any inconsistency, the name of the Company in English shall prevail.”; and

(d) the depositary or registered agent of the Company be and hereby is authorized to updated the shareholder list of the Company as may be necessary to reflect the Change of Company Name.

2. Share Reorganization

	(a)	the maximum number of shares the Company is authorized to issue be increased, redesignated and reclassified from 200,000,000 shares of a single class each with a par value of US$0.001 (the “Ordinary Shares”) to 8,000,000,000 shares each with a par value of US$0.001 divided into (i) 7,520,000,000 Class A ordinary shares with a par value of US$0.001 each (the “Class A Ordinary Shares”); and (ii) 480,000,000 Class B ordinary shares with a par value of US$0.001 each (the “Class B Ordinary Shares”) (the “Share Reorganization”);
	(b)	pursuant to the Share Reorganization,

a. the currently issued 132,425,321 Ordinary Shares be and are re-designated and re-classified into (i) 92,932,850 Class B Ordinary Shares with 50 votes per share at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (as defined below) on a one for one basis and (ii) 39,492,471 Class A Ordinary Shares with 1 vote per share at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association , on a one for one basis, as follows:

Name of Shareholder		Number of existing ordinary shares held				Number and class of shares to be held after the re-designation and re-classification of shares of the Company
TUTU Business Services Limited			92,932,850			92,932,850 Class B Ordinary Shares
All other shareholders			39,492,471			39,492,471 Class A Ordinary Shares
Total			132,425,321

b. the remaining authorized but unissued 7,867,574,679 Ordinary Shares be and are re-designated and re-classified into (i) 7,480,507,529 Class A Ordinary Shares on a one for one basis and (ii) 387,067,150 Class B Ordinary Shares on a one for one basis;

(c) as a consequence of the Share Reorganization, Clause 5 of the Amended and Restated Memorandum of Association be deleted in its entirety and replaced by the following:

“5. Number and classes of Shares

5.1 The Company is authorized to issue a maximum of 8,000,000,000 ordinary shares each with a par value of US$0.001, divided into:

(a) 7,520,000,000 Class A ordinary shares with par value of US$0.001 (Class A Ordinary Shares); and

(b) 480,000,000 Class B ordinary shares with par value of US$0.001 (Class B Ordinary Shares).

5.2 The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.”; and

	(d)	the registered agent of the Company be and is hereby authorized and instructed to file the necessary notice of amendment together with a copy (or any necessary extract) of these resolutions, with the BVI Registry, and make any further relevant filings with the BVI Registry as may be required to effect the Share Reorganization; and
	(e)	the depositary or registered agent of the Company be and hereby is authorized to updated the shareholder lists of the Company as may be necessary to reflect the Share Reorganization.

3. Adoption of Second Amended and Restated Memorandum and Articles of Association

	(a)	the second amended and restated memorandum and articles of association of the Company (the “Second Amended and Restated Memorandum and Articles of Association”) be adopted in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company in its entirety, and
	(b)	the registered agent of the Company be and is hereby authorized and instructed to file the necessary notice of amendment and the Second Amended and Restated Memorandum and Articles of Association together with a copy (or any necessary extract) of these resolutions, with the BVI Registry, and make any further relevant filings with the BVI Registry as may be required to effect the Second Amended and Restated Memorandum and Articles of Association.

The Change of Company Name and the Share Reorganization are anticipated to take effect on December 29, 2025.

A press release dated December 16, 2025 announcing the results of the Annual General Meeting of Shareholders is furnished as Exhibit 99.1 to this Form 6-K.

EXHIBITS

Exhibit No.		Description
99.1		Press Release dated December 16, 2025, announcing results of the Annual General Meeting of Shareholders

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.

	Nature Wood Group Limited
	By:	/s/ Liying WANG
	Name:	Liying WANG
	Title:	Director and Chief Executive Officer

Date: December 16, 2025

FAQ

What did Nature Wood Group (NWGL) shareholders approve at the 2025 annual meeting?

Shareholders approved changing the company name to CL Workshop Group Limited with a new Chinese name, a major share capital reorganization creating Class A and Class B ordinary shares, and the adoption of a second amended and restated memorandum and articles of association, along with related filings with the BVI registry.

What new name will Nature Wood Group (NWGL) adopt?

The company will change its English name from Nature Wood Group Limited to CL Workshop Group Limited. Its foreign name will change from 大自然林業集團有限公司 to 刺梨工坊公司, with the English name prevailing in case of inconsistency.

How is NWGL changing its authorized share capital structure?

The maximum number of shares the company is authorized to issue will increase from 200,000,000 ordinary shares of a single class to 8,000,000,000 ordinary shares with a par value of US$0.001. These are divided into 7,520,000,000 Class A ordinary shares and 480,000,000 Class B ordinary shares.

How will existing Nature Wood Group (NWGL) shares be reclassified?

Existing holdings of 132,425,321 ordinary shares will be redesignated. TUTU Business Services Limited will hold 92,932,850 Class B ordinary shares, and all other shareholders together will hold 39,492,471 Class A ordinary shares.

When will the name change and share reorganization for NWGL take effect?

The company states that the Change of Company Name and the Share Reorganization are anticipated to take effect on December 29, 2025, following certification and required filings with the BVI Registry.

What corporate documents did NWGL shareholders approve replacing?

Shareholders approved adopting the Second Amended and Restated Memorandum and Articles of Association in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association. The registered agent is authorized to file the necessary amendments with the BVI Registry.

What role does the BVI Registry play in NWGLs changes?

The companys registered agent is authorized to file applications and notices of amendment with the BVI Registry to certify the name change, effect the share reorganization, and register the Second Amended and Restated Memorandum and Articles of Association.