6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 001-41796

NATUREWOOD GROUP LIMITED

(Registrant’sName)

Avenidada Amizade no. 1287Chong Fok Centro Comercial, 13 E

MacauS.A.R

(Addressof 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): ☐

PartialExercise of Over-allotment Option

As previously announced, on September 14, 2023, Nature Wood Group Limited (the “Company”) consummated an initial public offering (the “IPO”) of 750,000 American Depositary Shares (the “ADSs”) at a price of $9 per ADS (the “Offering Price”), pursuant to an underwriting agreement with Prime Number Capital LLC (as representatives of the underwriters named therein), dated September 12, 2023. The underwriters were granted a 45-day option to purchase up to additional 112,500 ADSs to cover over-allotments, if any (the “Over-allotment Option”).

On October 12, 2023, the Company received a notice that the underwriters elected to partially exercise the Over-allotment Option to purchase 85,868 ADSs at the Offering Price. The closing of such exercise of the Over-allotment Option took place on October 16, 2023, generating additional gross proceeds of $772,816, before deducting underwriting discounts and other related expenses.

OtherEvents.

On October 16, 2023, the Company issued a press release announcing the partial exercise of the Over-allotment Option by the underwriters, a copy of which is attached as Exhibit 99.1 to this report.

Exhibits.

The following exhibits are being filed herewith:

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.

Exhibit99.1

NatureWood Group Limited Announces Partial Exercise of the Underwriter’s Over-Allotment Option

MACAU, Oct. 16, 2023 (GLOBE NEWSWIRE) -- Nature Wood Group Limited (the “Company” or “Nature Wood”) (Nasdaq: NWGL), a global leading vertically-integrated forestry company that focuses on FSC business operations, today announced that Prime Number Capital LLC, as underwriter of the Company’s initial public offering (“IPO”), has partially exercised the over-allotment option to purchase an additional 85,868 ADSs at the IPO price of US$9 per ADS. As a result, the Company has raised gross proceeds of $772,812, in addition to the previously announced IPO gross proceeds of approximately $6,750,000, before underwriting discounts and offering expenses.

Prime Number Capital LLC acted as underwriter of the IPO. Loeb & Loeb LLP acted as counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as counsel to the underwriter.

A registration statement on Form F-1 (File No. 333-271425) related to the IPO has been filed with, and declared effective on September 11, 2023, U.S. Eastern time by, the U.S. Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The IPO is being made only by means of a prospectus forming a part of the effective registration statement. Copies of the prospectus related to the IPO may be obtained by contacting: Prime Number Capital LLC, 1345 Avenue of the Americas, New York, 10105, or by email at [email protected]. In addition, a copy of the prospectus relating to the IPO may be obtained via the SEC’s website at www.sec.gov.

AboutNature Wood Group Limited

Nature Wood Group Limited is a global leading vertically-integrated forestry company that focuses on FSC business operations, timber and wood products industry. The Company’s operations cover both up-stream forest management and harvesting, and down-stream wood-processing and distribution. Nature Wood offers a broad line of products, including logs, decking, flooring, sawn timber, recycled charcoal, synthesized charcoal, machine-made charcoal and essential oils, primarily through its sales network in Europe, South Asia, South America, North America and China. For more information, please visit: www.nature-wood.com.

SafeHarbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

Janice Wang, Managing Partner

WFS Investor Relations Inc.

Phone: +86 13811768599 +1 628 283 9214

Email: [email protected]