CL Workshop Group Ltd 6-K, filed Dec 29, 2025
CL Workshop Group Ltd (NWGL)
About this 6-K
CL Workshop Group Ltd filed this 6-K on December 29, 2025.
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
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 ☐
Financial Statements and Exhibits.
CL Workshop Group Limited (the “Company”) is furnishing this report on Form 6-K to provide its unaudited interim results for the six months ended June 30, 2025.
A copy of the Company’s press release dated December 29, 2025, announcing its unaudited interim financial results for the six months ended June 30, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Report on Form 6-K (including the press release furnished as Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 29, 2025 Announcing Unaudited Financial Results for the Six Months Ended June 30, 2025 |
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: December 29, 2025 | Title: | Director and Chief Executive Officer |
Exhibit 99.1
CL Workshop Group Limited
Announces Unaudited Interim Results for the Six Months Ended June 30, 2025
MACAU, December 29, 2025 — CL Workshop Group Limited (the “Company”) (Nasdaq: NWGL), a global leading vertically-integrated forestry company headquartered in Macau that focuses on forest management, and manufacturing and trading of wood products and is developing carbon sink business, today announced its unaudited financial results for the six months ended June 30, 2025.
The following discussion and analysis of the financial conditions and results of operations should be read in conjunction with our condensed consolidated financial statements in this filing.
Overview:
| ● | Revenue was approximately $8.9 million for the six months ended June 30, 2025, of which 0.8 million was derived from discontinued operation, representing a decrease of approximately 24.8% from the same period in 2024. | |
| ● | Profit for the period was approximately $0.1 million for the six months ended June 30, 2025 while the loss for the period ended June 30, 2024 was approximately $0.2 million. |
Six Months Financial Results Ended June 30, 2025
Apart from the pressure of global economic downturn following the COVID-19 pandemic, the unfavorable conditions including the Russia-Ukraine war, the Israel-Palestine conflict and the downturn in property market in China continue to affect the home building and home renovation products market in Europe and China.
While the ongoing geopolitical tensions and market challenges continue to impact our business, the Company has been actively implementing cost optimization strategies and exploring new revenue streams, such as carbon credit income and decorative plywood, to navigate through these turbulent times and position ourselves for future growth.
Revenue. Revenue decreased by approximately 24.8% to approximately $8.9 million for the six months ended June 30, 2025 from $11.9 million for the six months ended June 30, 2024 while the revenue net of discontinued operation was $8.1 million, representing a decrease of 9.9%. The decrease in revenue was mainly due to the drop of both market demand and market prices of our products following the global economic downturn that has continuously impacted the home building and home renovation sectors. The outbreak of Chinese property sector crisis and US-China tariffs have further worsened the revenue in China.
Selling and distribution expenses. Selling and distribution expenses (excluded discontinued operation portion) decreased by approximately 26.2% from approximately $1.4 million for the six months ended June 30, 2024 to approximately $1 million for the six months ended June 30, 2025, which was primarily due to decrease in shipping costs, which aligned with the drop in revenue.
Administrative expenses. Administrative expenses (excluded discontinued operation portion) increased by approximately 53.8% from approximately $1 million for the six months ended June 30, 2024 to approximately $1.5 million for the six months ended June 30, 2025, which was primarily due to the increase in expense for the expansion of the product mix.
Income tax expenses / (credits). Income tax expense mainly due to tax provision or paid amount while credits were mainly due to over-provision in respect of prior years.
Profit for the period. Profit for the period was approximately $0.1 million for the six months ended June 30, 2025 while a loss incurred approximately $0.6 million for the six months ended June 30, 2024. The profit for the period was mainly due to the gain on disposal of discontinued operation.
Basic and diluted profit per share (“EPS”). Basic and diluted EPS were less than $0.01 per share and $0.01per share respectively for the six months ended June 30, 2025.
Subsequent events
 | The board of directors of the Company was notified that Mr. SE Hok Pan, Easy Bliss Limited, Linking Stars Limited, More Choice Global Limited, Mr. CHAN Wing Luk and Mr. HUANG Qing Cai (collectively, the “Sellers”) completed the transfer of an aggregate of 114,974,179 ordinary shares, representing approximately 86.82% of the Company’s issued and outstanding ordinary shares, to TUTU Business Services Limited, Ms. LIANG Yanxia, Mr. LI Xianfeng, Ms. MIAO Huiping, Mr. WANG Lei and Mr. WANG Gang (collectively, the “Purchasers”), pursuant to a share purchase agreement dated October 22, 2025. The closing occurred immediately upon execution of the Share Purchase Agreement. |
| On November 3, 2025, Mr. Hok Pan SE has resigned as Director and Chairman of the Board; Mr. Zhihua LIANG has resigned as Director and Senior Consultant; Mr. Kam Pang CHIM has resigned as Chief Financial Officer; and Mr. Hubei SONG has resigned as Chief Executive Officer. |
| On November 3, 2025,Ms. Liying WANG, has been appointed as Director and Chief Executive Officer; Ms. Hong WANG, has been appointed as Director and Chief Financial Officer; and Mr. Zhilin CAI, has been appointed as Chief Strategy Officer |
| The Company’s name is to be changed from “Nature Wood Group Limited” to “CL Workshop Group Limited” and the Company’s foreign name is to be changed from “大自然林業集團有限公司” to “刺梨工坊公司” . The Change has become effective on December 29, 2025. |
| The maximum number of shares the Company is authorized to issue be changed to 8,000,000,000 ordinary shares each with a par value ofUS$0.001 divided into 7,520,000,000 Class A Ordinary Shares each with apar value US$0.001 and 480,000,000 Class B Ordinary Shares each with a par value of US$0.001. The Change has become effective on December 29, 2025. |
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 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; 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.
The Share Reorganization has become effective on December 29, 2025.
About CL Workshop Group Limited
We are a global leading vertically-integrated forestry company headquartered in Macau that focuses on FSC business operations. Our operations cover both up-stream forest management and harvesting, and down-stream wood-processing and distribution. We offer a broad line of products, including logs, decking, flooring, sawn timber, primarily through our worldwide network. In addition, we intend to capture the significant growth in the carbon market through carbon asset development, carbon trading and other related business by taking the advantage of our own concession rights reserves and professional FSC forest management team.
Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. 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 the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
For investor and media inquiries, please contact:
Name: Wang Hong
Title:CFO
Email: nwglwh@163.com
CL WORKSHOP GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| (unaudited) | (audited) | |||||||
| USD | USD | |||||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | 1,805,267 | 3,404,826 | ||||||
| Right-of-use assets, net | 104,375 | 549,688 | ||||||
| Intangible assets, net | 15,918,759 | |||||||
| Total non-current assets | 1,909,642 | 19,873,273 | ||||||
| Current assets | ||||||||
| Inventories | 3,989,318 | 6,427,227 | ||||||
| Prepayments | 8,028,655 | 6,292,489 | ||||||
| Trade and other receivables, net | 8,024,397 | 4,166,506 | ||||||
| Prepaid income tax | 92,362 | 492,623 | ||||||
| Restricted bank deposits | 488,385 | 592,652 | ||||||
| Cash and bank balances | 337,469 | 2,963,301 | ||||||
| Total current assets | 20,960,586 | 20,934,798 | ||||||
| Total assets | 22,870,228 | 40,808,071 | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | (2,102,418 | ) | (3,416,269 | ) | ||||
| Contract liabilities | (209,540 | ) | (2,774,460 | ) | ||||
| Amounts due to related companies | (1,665,926 | ) | - | |||||
| Bank borrowings | (7,052,400 | ) | (10,313,887 | ) | ||||
| Other borrowings | (1,229,382 | ) | (1,130,141 | ) | ||||
| Amounts due to an ultimate beneficial shareholder | (845,618 | ) | (1,142,024 | ) | ||||
| Lease liabilities | (43,652 | ) | (121,335 | ) | ||||
| Income tax payable | (390 | ) | - | |||||
| Total current liabilities | (13,149,326 | ) | (18,898,116 | ) | ||||
| Net current assets | 7,811,260 | 2,036,682 | ||||||
| Non-current liabilities | ||||||||
| Bank borrowings | - | (39,103 | ) | |||||
| Amounts due to an ultimate beneficial shareholder | (12,300,650 | ) | ||||||
| Lease liabilities | (69,907 | ) | (462,110 | ) | ||||
| Total non-current liabilities | (69,907 | ) | (12,801,863 | ) | ||||
| Total liabilities | (13,219,233 | ) | (31,699,979 | ) | ||||
| Capital and reserves | ||||||||
| Share capital | (132,425 | ) | (132,425 | ) | ||||
| Capital reserves | (30,052,790 | ) | (30,052,790 | ) | ||||
| Accumulated comprehensive losses | 20,534,220 | 21,077,123 | ||||||
| Total equity | (9,650,995 | ) | (9,108,092 | ) | ||||
| Total liabilities and equity | (22,870,228 | ) | (40,808,071 | ) | ||||
CL WORKSHOP GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| USD | USD | |||||||
| Revenue | 8,148,128 | 9,038,544 | ||||||
| Cost of revenue | (5,826,922 | ) | (6,332,497 | ) | ||||
| Gross profit | 2,321,206 | 2,706,047 | ||||||
| Net foreign exchange (losses)/gain | (50,302 | ) | 64,680 | |||||
| Other (losses)/income, net | 19,777 | 13,708 | ||||||
| Selling and distribution expenses | (1,040,041 | ) | (1,408,872 | ) | ||||
| Administrative expenses | (1,477,315 | ) | (960,634 | ) | ||||
| Finance income | 2,822 | 8,113 | ||||||
| Finance costs | (276,393 | ) | (349,704 | ) | ||||
| (Loss)/ profit before income tax | (500,246 | ) | 73,338 | |||||
| Income tax (expense)/ credits | (3,135 | ) | 67,543 | |||||
| Net profit (loss)from continued operations | (503,381 | ) | 140,881 | |||||
| Discontinued operations: | ||||||||
| Net profit (loss)from discontinued operations | (5,872,785 | ) | (375,578 | ) | ||||
| Net gain on sale of discontinued operations, net of applicable income tax | 6,433,304 | - | ||||||
| Net profit (loss) from discontinued operations | 560,519 | (375,578 | ) | |||||
| Net profit (loss) | 57,138 | (234,697 | ) | |||||
| Other comprehensive income: | ||||||||
| Exchange difference arising from translation of foreign operations | 536,279 | (271,515 | ) | |||||
| Release of exchange reserve upon disposal of a subsidiary group | (50,514 | ) | (21,592 | ) | ||||
| Other comprehensive income/(loss) | 485,765 | (293,107 | ) | |||||
| Total comprehensive income/(loss) for the period | 542,903 | (527,804 | ) | |||||
| EARNINGS (LOSS) PER SHARE – BASIC AND DILUTED (1) | - | - | ||||||
| EARNINGS (LOSS) PER ADS – BASIC AND DILUTED (1) | 0.00 | (0.01 | ) | |||||
| Weighted average number of ordinary shares used in computing basic and diluted loss per share/ADS (1) (2) | 132,425,321 | 132,425,321 | ||||||
Notes:
| (1) | Each ADS represents eight ordinary shares. |
| (2) | Since there is antidilutive effect on dilutive loss per share, basic and dilutive loss per share should remain the same. |