CL Workshop Group Ltd 6-K, filed Aug 7, 2026
CL Workshop Group Ltd (NWGL)
About this 6-K
CL Workshop Group Ltd filed this 6-K on August 7, 2026.
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 August 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): ☐
Consummation of the Private Placement
As previously disclosed in a Report on Form 6-K furnished to the Securities and Exchange Commission 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 for a private placement offering.
Pursuant to the terms of the Securities Purchase Agreement, on August 7, 2026, the Company consummated the private placement (the “Private Placement”), pursuant to which the Company sold, and the investors purchased, 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 (the “Class A Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants have an exercise price of US$0.25 per ADS, 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 aggregate gross proceeds to the Company from the Private Placement were 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$9.23 million.
The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
Nasdaq Home Country Practice
As a company incorporated in the British Virgin Islands and listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to the Nasdaq corporate governance requirements. Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer may generally follow its home country corporate governance practices in lieu of certain Nasdaq requirements.
In connection with the Private Placement, the Company elected to rely on the home country practices exemption available to foreign private issuers under the Nasdaq Rules in lieu of complying with certain Nasdaq shareholder approval requirements that may otherwise be applicable to the Private Placement.
A copy of the home country practices letter issued by the Company’s British Virgin Islands legal counsel, Ogier, is attached hereto as Exhibit 99.1.
EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Home Country Exemption Letter from Ogier dated July 29, 2026 |
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: August 7, 2026 | ||
Exhibit 99.1
The Nasdaq Stock Market, Inc. Listing Qualifications 9600 Blackwell Road Rockville, MD 20850 United States of America |
D +852 3656 6054 E nathan.powell@ogier.com D +852 3656 6023 E janice.chu@ogier.com
Reference: JTC/SWL/517988.00001 |
29 July 2026
Dear Sirs
We act as British Virgin Islands (the “BVI”) counsel to CL Workshop Group Limited, a business company incorporated in the BVI (the “Company”).
The Company has advised us that it has elected to follow its BVI practices in lieu of the following Nasdaq Stock Market LLC Rules (the “Rules”):
| (i) | Rule 5635(a) requires a Nasdaq-listed company to obtain shareholder approval for issuance of securities in connection with acquisitions for certain events, including, without limitation, transaction other than a public offering involving a sale, issuance or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance; |
| (ii) | Rule 5635(b) requires a Nasdaq-listed company to obtain shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company; |
| (iii) | Rule 5635(c) requires a Nasdaq-listed company to obtain shareholder approval for the establishment of or material amendments to equity compensation plans; and |
| (iv) | Rule 5635(d) requires a Nasdaq-listed company to obtain shareholder approval prior to a 20% Issuance at a price that is less than the Minimum Price. For the purposes of Rule 5635(d), (A) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement; (B) “20% Issuance” means a transaction, other than a public offering as defined in IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial shareholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. |
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales
‡ not ordinarily resident in Hong Kong |
Under BVI law, the Company’s practice of following the provisions of the laws of the BVI in lieu of the Rules is not prohibited under any statutory legal provision of the BVI, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the second amended and restated memorandum and articles of association of the Company as adopted by resolutions of shareholders dated 16 December 2025 and filed with the Registrar on 22 December 2025 (the “Memorandum and Articles”), there is no requirement under the Memorandum and Articles requiring the Company to comply with the aforesaid requirements under the Rules.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the BVI. Specifically, we have made no independent investigation of the laws of the State of New York or the Nasdaq Stock Market LLC Rules, and we express no opinion as to the meaning, validity or effect of the Nasdaq Stock Market LLC Rules. This advice is to be governed by and construed in accordance with the laws of the BVI and is limited to and is given on the basis of the current law and practice in the BVI. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
Yours faithfully
Ogier
| 2 |