CL Workshop Group Ltd 6-K, filed Sep 15, 2023
CL Workshop Group Ltd (NWGL)
About this 6-K
CL Workshop Group Ltd filed this 6-K on September 15, 2023.
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 September 2023
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): ☐
Entry into a Material Definitive Agreement and Completion of Initial Public Offering
On September 11, 2023, the registration statement (File No. 333-271425) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Nature Wood Group Limited (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Prime Number Capital LLC (as representatives of the underwriters named therein), dated September 12, 2023, attached as Exhibit 1.1 hereto and incorporated herein by reference.
On September 14, 2023, the Company consummated the IPO of 750,000 American Depositary Shares (the “ADSs”) at a price of $9 per share (the “Offering Price”), pursuant to the Underwriting Agreement. The underwriters were granted a 45-day option to purchase up to additional 112,500 ADSs to cover over-allotments, if any. No over-allotment option has been exercised by the underwriters as at September 14, 2023.
Other Events.
On August 11, 2023, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in British Virgin Islands, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
On September 12, 2023, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this report. On September 14, 2023, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 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.
| Nature Wood Group Limited | ||
| By: | /s/ Hok Pan Se | |
| Name: | Hok Pan Se | |
| Date: September 15, 2023 | Title: | Director |
Exhibit 1.1
Exhibit 3.1
Exhibit 99.1
Nature Wood Group Limited Announces Pricing of $6.75 Million Initial Public Offering
MACAU, Sep. 12, 2023 – Nature Wood Group Limited (the “Company” or “Nature Wood”), a global leading vertically-integrated forestry company that focuses on FSC business operations, today announced the pricing of its initial public offering (the “Offering”) of 750,000 American Depositary Shares (“ADS”) at a price to public of US$9 per ADS for the total offering size of US$6.75 million, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. Each ADS represents eight ordinary shares of the Company. The ADSs will begin trading on September 12, 2023, U.S. Eastern time, on the Nasdaq Capital Market under the symbol “NWGL”. The Offering is expected to close on September 14, 2023, subject to customary closing conditions.
The Company has granted the underwriters the right to purchase up to an aggregate of 112,500 additional ADSs within 45 days from the date of the final prospectus at the initial public offering price. If the underwriters exercise their option to purchase the additional ADSs in full, the total proceeds from the Offering are expected to be approximately US$7.76 million.
Prime Number Capital LLC is acting as underwriter of the Offering. Loeb & Loeb LLP is acting as counsel to the Company, and Hunter Taubman Fischer & Li LLC is acting as counsel to the underwriters.
Nature Wood plans to use the net proceeds of the Offering as follows: (i) approximately 50% for acquisition of concession rights and forest-related business; (ii) approximately 35% for acquisition of factories in Europe or South America and development of new products; and (iii) the balance to fund working capital and other general corporate purposes.
A registration statement on Form F-1 (File No. 333-271425) related to the Offering 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 Offering is being made only by means of a prospectus forming a part of the effective registration statement. When available, copies of the prospectus related to the Offering may be obtained by contacting: Prime Number Capital LLC, 1345 Avenue of the Americas, New York, 10105, or by email at info@pncps.com. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
About Nature 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. The Company is one of the largest exporters of wood products in Peru, with approximately 615,333 hectares of forest concessions as of June 30, 2023. In terms of the export value in 2021, the Company is (i) the second largest wood products export supplier; (ii) the second largest wood products export supplier certified by the FSC; and (iii) the largest decking product supplier, in Peru. Nature Wood is also the largest oak export supplier and the second largest hardwood export supplier, in France in terms of export volume in 2021. For more information, please visit: www.nature-wood.com.
Safe Harbor 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: services@wealthfsllc.com
Exhibit 99.2
Nature Wood Group Limited Announces Closing of $6.75 Million Initial Public Offering
MACAU, Sept. 14, 2023 (GLOBE NEWSWIRE) — Nature Wood Group Limited (the “Company” or “Nature Wood”), a global leading vertically-integrated forestry company that focuses on FSC business operations, today announced the closing of its initial public offering (the “Offering”) of 750,000 American Depositary Shares (“ADS”) at a price to the public of US$9 per ADS for gross proceeds of US$6.75 million, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters an option, exercisable within 45 days from the closing date of the Offering, to purchase up to an additional 112,500 additional ADSs at the public offering price, less underwriting discounts and expenses, to cover over-allotment, if any. Each ADS represents eight ordinary shares of the Company. The Offering closed on 14 September, 2023 and the ADSs began trading on September 12, 2023 on the Nasdaq Capital Market under the symbol “NWGL”.
Prime Number Capital LLC is acting as underwriter of the Offering. Loeb & Loeb LLP is acting as counsel to the Company, and Hunter Taubman Fischer & Li LLC is acting as counsel to the underwriters.
Nature Wood plans to use the net proceeds of the Offering as follows: (i) approximately 50% for acquisition of concession rights and forest-related business; (ii) approximately 35% for acquisition of factories in Europe or South America and development of new products; and (iii) the balance to fund working capital and other general corporate purposes.
A registration statement on Form F-1 (File No. 333-271425) related to the Offering 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 Offering is being made only by means of a prospectus forming a part of the effective registration statement. Copies of the prospectus related to the Offering may be obtained by contacting: Prime Number Capital LLC, 1345 Avenue of the Americas, New York, 10105, or by email at info@pncps.com. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
About Nature 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.
Safe Harbor 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: services@wealthfsllc.com