CL Workshop Group Ltd F-1, filed Aug 11, 2026
CL Workshop Group Ltd (NWGL)
As filed with the U.S. Securities and Exchange Commission on August 11, 2026.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CL Workshop Group Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| British Virgin Islands | 800 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Avenida da Amizade no. 1287
Chong Fok Centro Comercial, 13 E
Macau S.A.R
(+853) 2855-3594
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
c/o Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Lawrence S. Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Telephone: +852-3923-1111
Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act: Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED AUGUST 11, 2026 |
CL Workshop Group Limited
Up to 98,400,000 Class A Ordinary Shares
represented by 12,300,000 ADSs
and
Up to 295,200,000 Warrant Shares
represented by 36,900,000 Warrant ADSs
This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the section “Selling Shareholders” (the “Selling Shareholders”) of CL Workshop Group Limited (“we,” “us”, “our” or the “Company”) of (i) up to 98,400,000 class A ordinary shares represented by 12,300,000 American depositary shares (“ADSs”), each ADS representing eight class A ordinary shares of our Company, par value US$0.001 per share (the “Class A Ordinary Shares”); and (ii) up to 295,200,000 Class A Ordinary Shares (“Warrant Shares”) represented by up to 36,900,000 ADSs (the “Warrant ADSs”) issuable upon exercise of warrants (the “Warrants”).
The ADSs and the Warrants were issued pursuant to a securities purchase agreement (the “Purchase Agreement”), dated July 14, 2026, by and among the Company and the purchasers named therein, pursuant to which the Company issued 12,300,000 units (the “Units”), each consisting of one ADS and one Warrant to purchase up to three ADSs.
We are registering the Class A Ordinary Shares represented by ADSs and the Class A Ordinary Shares represented by Warrant ADSs (collectively, the “Resale Securities”) on behalf of the Selling Shareholders, to be offered and sold by them from time to time. The Selling Shareholders will receive all of the proceeds from any sales of the Resale Securities offered hereby. We will not receive any proceeds from the sale of the Resale Securities by the Selling Shareholders, although we may receive proceeds from the exercise of the Warrants for cash. We will bear the costs associated with the registration of the Resale Securities.
The Selling Shareholders may sell the Resale Securities from time to time through public or private transactions at prevailing market prices, at negotiated prices or at such other prices as the Selling Shareholders may determine. The timing and amount of any sale are within the sole discretion of the Selling Shareholders. Our registration of the Resale Securities covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the Resale Securities. For further information regarding the possible methods by which the Resale Securities may be distributed, see “Plan of Distribution.”
The ADSs are listed on the Nasdaq Capital Market under the symbol NWGL. On August 6, 2026, the last reported sales price of the ADSs on the Nasdaq Capital Market was $0.2941 per ADS.
You should read this prospectus, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” carefully before you invest in any of our securities.
Investing in the Resale Securities involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 and the “Risk Factors” in “Item 3. Key Information — 3.D. Risk Factors” of our most recent Annual Report on Form 20-F incorporated by reference in this prospectus for a discussion of the factors you should consider before buying the Resale Securities.
We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” beginning on page 6 and 7 of this prospectus for more information.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
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This prospectus is part of the registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”) for the resale of the Resale Securities by the Selling Shareholders. You should read this prospectus, the exhibits to the registration statement, and the information and documents incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” in this prospectus.
We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus or supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for ADSs is made to the public in the BVI. You should not assume that the information contained in this prospectus or any document incorporated by reference in this prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Neither the delivery of this prospectus nor any distribution of the ADSs pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.
CONVENTIONS THAT APPLY TO THIS PROSPECTUS
Unless we indicate otherwise, references in this prospectus to:
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● | “2025 Annual Report” are to the Annual Report on Form 20-F for the year ended December 31, 2025 on file with the SEC;
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| ● | “2026 Private Placement” are to the private placement consummated pursuant to the Purchase Agreement;
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| ● | “ADSs” are to American depositary shares, each of which represents eight Class A Ordinary Shares;
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| ● | “BVI” are to the British Virgin Islands; | |
| ● | “BVI Act” are to BVI Business Companies Act, 2004 as amended from time to time;
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| ● | “Class A Ordinary Shares” are to our class A ordinary shares, with par value of US$0.001 each, which carry 1 vote per share;
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| ● | “Class B Ordinary Shares” are to our class B ordinary shares, with par value of US$0.001 each, which carry 50 votes per share; | |
| ● | “Hong Kong” are to the Hong Kong Special Administrative Region in the People’s Republic of China; | |
| ● | “IPO” are to the Company’s initial public offering which was consummated on September 14, 2023; |
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| ● | “Macau” are to the Macao Special Administrative Region in the People’s Republic of China; | |
| ● | “Operating Subsidiaries” are to Swift Top Capital Resources Limited, Parquet Nature (France) S.A.R.L., Choi Chon Investment Company Limited, South American Wood S.A.C., Nature Carbon Sink Limited, Nature Carbon Peru S.A.C. and Foshan City Linjia Technology Company Limited, each a subsidiary of our Company; | |
| ● | “Ordinary Shares” are to the ordinary shares of our Company, par value US$0.001 per share, including the Class A Ordinary Shares and Class B Ordinary Shares; | |
| ● | “Our Board” are to the board of Directors; | |
| ● | “our Company” are to CL Workshop Group Limited, the holding company incorporated in the BVI; | |
| ● | “our Group”, “the Group”, “we”, “us” and “our” are to our Company and its subsidiaries; where the discussions in the context relate to business operations and/or financial performance, then the terms “Company”, “we”, “us”, “our”, “our Company”, “our Group”, “the Group” and “our business” refer to the business operations and/or financial performance of the Operating Subsidiaries; | |
| ● | “our Director(s)” are to the director(s) of our Company; | |
| ● | “PRC” or “China” are to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for the purposes of this report only; | |
| ● | “Purchase Agreement” are to the securities purchase agreement dated July 14, 2026, by and among our Company and the purchasers named therein in connection with the 2026 Private Placement; | |
| ● | “RMB” or “Renminbi” are to the legal currency of China; | |
| ● | “Resale Securities” are to the securities being registered for resale pursuant to this prospectus, consisting of (i) the Class A Ordinary Shares represented by ADSs issued in the 2026 Private Placement and (ii) the Warrant Shares represented by the Warrant ADSs issuable upon exercise of the Warrants; | |
| ● | “Selling Shareholders” are to the investors who acquired the Resale Securities in the 2026 Private Placement and are identified in the “Selling Shareholders” section of this prospectus; | |
| ● | “Units” are to the 12,300,000 units issued in the 2026 Private Placement, each consisting of one ADS and one Warrant to purchase up to three ADSs; | |
| ● | “Warrants” are to the warrants issued in the 2026 Private Placement, each exercisable for Class A Ordinary Shares represented by ADSs in accordance with its terms; | |
| ● | “Warrant ADSs” are to the ADSs issuable upon deposit with the depositary of Warrant Shares issuable upon exercise of the Warrants; | |
| ● | “Warrant Shares” are to the Class A Ordinary Shares represented by the Warrant ADSs issuable upon exercise of the Warrants; | |
| ● | “$”, “USD”, “US$” or “U.S. dollars” are to the legal currency of the United States; | |
| ● | “HKD” or “HK$” are to the legal currency of Hong Kong; | |
| ● | “EUR” are to the legal currency of the European Union; |
The functional currency of our entities located in Hong Kong and the European Union is EUR, the functional currency of our entities located in Macau is HKD, the functional currency of our entities located in the PRC is RMB and the functional currency of our entities located in Peru is USD. Our consolidated financial statements are presented in USD. We use USD as reporting currency in our consolidated financial statements and in this prospectus. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Gains or losses resulting from foreign currency transactions are included in the accompanying consolidated statement of income and other comprehensive income.
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The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the ADSs. You should read the entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes thereto, in each case included in this prospectus..
Overview
We are a forestry company. We trade a range of products, including logs, decking and flooring. We are committed to provide high-quality products to our customers consistently. Our goal is to become a leading player in the wood industry and provide sustainable and high-quality wood products at an affordable price to our customers.
Our products and services provide significant value for consumers, through our “NATU” brand. We also seek to maximize consumers’ access to our products and services through competitive pricing and regular evaluations of our pricing arrangements and contracts with our distributors.
Our customers include importers, retailers and processors located in China, Peru, France, Hong Kong, Belgium, the United States and South Asia.
Recent Developments
The following is a summary of certain recent developments in our business and corporate affairs since the date of our most recently filed annual report.
Bid Price Deficiency
On May 6, 2026, CL Workshop Group Limited received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the minimum closing bid price per ADS, was below US$1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s ADSs, and the ADSs will continue to trade uninterrupted under the symbol “NWGL.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until November 2, 2026, to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the compliance period, the closing bid price per ADS of the Company’s ADSs is at least US$1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by November 2, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse share split and/or changing the ratio of Class A Ordinary Shares to ADSs, if necessary. If the Company chooses to implement a reverse share split and/or change the ratio of Class A Ordinary Shares to ADSs, it must complete such action no later than ten (10) business days prior to November 2, 2026, or the expiration of the second compliance period if granted.
Change of Corporate Structure
On May 7, 2026, Swift Top Capital Resources Limited transferred its 96.67% shareholding in Choi Chon Investment Company Limited to Nature Carbon Sink Limited.
On June 30, 2026, Lucky Yield Limited sold its 49% shareholding in Rising Fame Trading Limited to Zhi He.
On July 13, 2026, the Company established Grand Champion Trading Limited in Hong Kong, which is a wholly owned subsidiary of Lucky Yield Limited.
2026 Private Placement
On July 14, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors for a private placement (the “Offering”) of 12,300,000 units (the “Units”) at a purchase price of US$0.20 per Unit. Each Unit consists of (i) one ADS, each representing eight Class A Ordinary Shares, and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants 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 Warrants will have an exercise price of US$0.25 per ADS and will be exercisable in accordance with their terms. For additional information regarding the private placement, see “The 2026 Private Placement.”
Our Corporate History
With more than 10 years of experience in forestry operation, our Group has become a diversified enterprise integrating the production and sales of a range of wood products, including logs, decking, flooring, sawn timber and carbon credits. Our Group has a supply chain throughout USA, South America, Africa and Europe.
With Mr. Hok Pan Se becoming our principal shareholder in June 2016, he pursued his vision of developing our Group into a vertically-integrated forestry company by acquiring more new forests with a view to reducing the impact of our business from market fluctuations on raw materials.
As part of these earlier vertical integration efforts, our Group expanded downstream capabilities by acquiring wood processing facility in Peru (in January 2017 and June 2020, respectively). These steps enabled the introduction of ready-to-use decking products sold directly to end customers—unlike the flooring products handled prior to 2017, which generally required further reprocessing—as well as supporting business growth for a period, a new product line refined from forest resources and exported to customers.
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However, amid challenging global conditions including a downturn in the home building and renovation markets, ongoing geopolitical conflicts affecting trade, and weakness in key demand drivers such as the Chinese property sector, our forests and processing facilities operations in Peru (held through Peru Forestry Management Co., Limited and its subsidiaries) incurred persistent losses over recent years. In June 2025, our Group completed the disposal of the entire issued share capital of Peru Forestry Management Co., Limited and its subsidiaries. This transaction eliminated the ongoing negative impact of these losses on our Group’s overall profitability and cash flows, while allowing management to refocus resources on a more agile business model centered on trading of wood products, exploring new opportunities, and optimizing the product mix in a volatile industry environment.
In October 2025, Mr. Se Hok Pan, Easy Bliss Limited, Linking Stars Limited, More Choice Global Limited, Mr. Chan Wing Luk and Mr. Huang Qing Cai 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, pursuant to a share purchase agreement dated October 22, 2025. This transaction was effected by private sale of existing ordinary shares. The Company did not issue any new shares and was not a party to the share purchase agreement. Following closing, TUTU Business Services Limited became the controlling shareholder of our Group.
In December 2025, following approval by the shareholders at the Company’s Annual General Meeting, the name of the Company was officially changed from “Nature Wood Group Limited” to “CL Workshop Group Limited”, with the corresponding foreign (Chinese) name updated from “大自然林業集團有限公司” to “刺梨工坊公司”. The change reflects the Company’s evolution under new strategic direction and ownership structure following recent developments.
Our Corporate Structure
The following diagram illustrates our corporate structure as of the date of this prospectus.
All of the entities held by our Group below are direct or indirect subsidiaries of our Company.
Note:
| 1. | South American Wood S.A.C. and NATURE CARBON PERÚ S.A.C. are both held 90% by Nature Flooring (Europe) Company Ltd. and 10% by Choi Chon Investment Company Limited, respectively. |
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Summary of Risk Factors
An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risk factors described under “Item 3. Key Information — 3.D. Risk Factors” in our 2025 Annual Report, which is incorporated by reference into this prospectus, as well as the risk factors below, which augment the risk factors set forth in our 2025 Annual Report, together with any other information appearing or incorporated by reference in this prospectus and in any accompanying prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which our management is unaware or deems immaterial. Our business, financial condition, or results of operations could be materially and adversely affected by any of these risks. The trading price of the ADSs and the value of the Resale Securities could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related to Our Dual-Class Share Structure
| ● | The dual class structure of our Ordinary Shares has the effect of concentrating voting control with Ms. Liying Wang, our Director and Chief Executive Officer, and her interest may not be aligned with the interests of our other shareholders. Please see page 10 of this prospectus; | |
| ● | We are a “controlled company” within the meaning of Nasdaq rules and we will qualify for and may rely on exemptions from certain corporate governance requirements. Please see page 10 of this prospectus; |
Risks Related to the ADSs and Ownership of Our Securities
| ● | Our failure to regain and maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of the ADSs, which could adversely affect the market liquidity and market price of the ADSs. | |
| ● | There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of the ADSs. | |
| ● | The exercise of the Warrants could result in substantial dilution to existing shareholders. | |
| ● | The Warrants may create substantial selling pressure on the ADSs. | |
| ● | Future sales of the ADSs and the Warrant ADSs, or the perception that such sales may occur, may cause the market price of the ADSs to decline, even if our business is performing well. | |
| ● | Because the Warrants have an exercise price of US$0.25 per ADS, investors may perceive an increased risk of dilution. | |
| ● | You may experience future dilution as a result of future equity offerings. | |
| ● | Sales of ADSs and Warrant ADSs by the Selling Shareholders pursuant to this prospectus could adversely affect the market price of the ADSs and may make it more difficult for us to regain compliance with Nasdaq’s minimum bid price requirement. |
Recent Regulatory Developments in China
CL Workshop Group Limited is a holding company incorporated in the BVI, with its operations conducted through the Operating Subsidiaries in Hong Kong, Macau, France, Peru and China. CL Workshop Group Limited and its subsidiaries do not currently have a VIE structure in mainland China.
Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which is a national law of the PRC and serves as Hong Kong’s constitutional document. Pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication, under the principle of “one country, two systems.”
In light of China’s recent expansion of authority in Hong Kong and Macau, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in China can change quickly. If there is a significant change to current political arrangements between Mainland China and Hong Kong or Macau, CL Workshop Group Limited will be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong and Macau, and it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations in Hong Kong and Macau in the future. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong or Macau in the future. The PRC government may intervene or influence CL Workshop Group Limited’s current and future operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like CL Workshop Group Limited. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder CL Workshop Group Limited’s ability to continue its operations; (ii) could significantly limit or hinder CL Workshop Group Limited’s ability to offer or continue to offer its ADSs to investors; and (iii) may cause the value of CL Workshop Group Limited’s ADSs to significantly decline or become worthless.
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In recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement and judicial cooperation, in order to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines, which became effective on March 31, 2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million. Such overseas securities issuance and listing include direct and indirect issuance and listing. Where an enterprise, whose principal business activities are conducted in China, seeks to issue and list its shares in the name of an overseas entity, such practice is deemed as an indirect overseas issuance and listing in the meaning of the Overseas Listing Regulations. Among other things, if an overseas listed issuer intends to implement any offering in an overseas market, it should, through its major operating entity incorporated in the PRC, submit filing materials to the CSRC within three working days after the completion of the offering.
Based on our management’s internal assessment, we believe that as of the date of this prospectus, no effective laws or regulations in the PRC explicitly require us to seek approval from any other PRC governmental authorities for our overseas securities offering, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas securities offering from the CSRC or any other PRC governmental authorities. We cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. If we are subject to additional requirements that we obtain the approval or clearance from either the CSRC, the CAC or any other regulators in China for any offering conducted pursuant to this prospectus and any applicable prospectus supplement but fail to obtain such approval or clearance, we will not be able to pursue such offering any further.
Further, as of the date of this prospectus, as advised by Guangdong Jishi Furen Law Firm, CL Workshop Group Limited’s PRC counsel, CL Workshop Group Limited believes it is not required to obtain permission from any PRC authorities to issue its ADSs to investors, including the CSRC or any other PRC governmental authority. However, as the Overseas Listing Regulations were recently promulgated and there exists uncertainty with respect to the implementation and interpretation thereof, it remains uncertain whether CL Workshop Group Limited’s offering and listing will be deemed as “indirect overseas offering and listing by companies in Mainland China” and subject to the filing procedures. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in China” in the 2025 Annual Report.
On December 28, 2021, the CAC and other authorities of Mainland China promulgated the Cybersecurity Review Measures (the “CRM”), which took effect on February 15, 2022. Pursuant to the CRM, the purchase of network products and services by a critical information infrastructure operator (the “CIIO”) and the data processing activities carried out by online platform operators that affect or may affect national security shall be subject to cybersecurity review. In addition, an online platform operator that possesses the personal information of more than one million users and seeks to go public abroad shall apply to the Office of Cybersecurity Review for a cybersecurity review.
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As advised by Guangdong Jishi Furen Law Firm, CL Workshop Group Limited’s PRC counsel, CL Workshop Group Limited does not believe it is obligated to apply for a cybersecurity review pursuant to the CRM, considering that (i) we do not collect or store any personal data (including certain personal information) from our individual end-users and we have not collected or stored personal information of more than one million individuals; (ii) as of the date of this prospectus, we have not received any notice or determination from applicable PRC governmental authorities identifying any of CL Workshop Group Limited’s subsidiaries as a CIIO or any of its systems as critical information infrastructure; and (iii) CL Workshop Group Limited has not received any notification of cybersecurity review from relevant PRC governmental authorities due to the impact or potential impact on national security. As a result, the likelihood of us being subject to the review of the CAC is remote.
The Operating Subsidiaries may collect and store certain data from their clients during their conduct of business. Given that (1) the Operating Subsidiaries are incorporated and located in Hong Kong, Macau, France, Peru and China; (2) as of the date of this prospectus, CL Workshop Group Limited does not have a VIE structure in Mainland China; and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law, CL Workshop Group Limited does not currently expect the CRM, the PRC Personal Information Protection Law, the PRC Data Security Law, and the Overseas Listing Regulations to have a material impact on its business, operations, or an offering conducted pursuant to this prospectus and an applicable prospectus supplement.
Permission Required from Relevant Authorities
CL Workshop Group Limited has been advised by Ogier, its BVI counsel, and Guangdong Jishi Furen Law Firm, its PRC legal counsel, that based on their understanding of the current applicable laws, as of the date of this prospectus, neither CL Workshop Group Limited nor any of the Operating Subsidiaries is required to obtain any permission or approval from any PRC authorities or BVI authorities to maintain listing in the U.S. or to issue ADSs to foreign investors, including from the CSRC or the CAC, because (i) this offering is not an indirect offering and listing of securities in overseas markets as prescribed in the Overseas Listing Regulations and the CSRC has not, as of the date of this prospectus, issued any definitive rule or interpretation concerning whether offerings like ours pursuant to this prospectus are subject to the Overseas Listing Regulations; and (ii) the Operating Subsidiaries were established and operate in Hong Kong, Macau, France, Peru and China and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.
As of the date of this prospectus, the Operating Subsidiaries have received from the relevant authorities all requisite licenses, permissions and approvals needed to engage in the businesses currently conducted by them, and no such permission or approval has been denied. As of the date of this prospectus, neither CL Workshop Group Limited nor any of the Operating Subsidiaries is required to obtain any license, permission or approval from authorities of Mainland China to operate our business.
CL Workshop Group Limited has also been advised by Guangdong Jishi Furen Law Firm, its PRC legal counsel, that uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and we were required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required, or we failed to receive or maintain any such permissions or approvals, our operations and our ability to offer or continue to offer securities to investors could be significantly limited or completely hindered, and the value of such securities could significantly decline or become worthless. In addition, if we do not receive or maintain our existing licenses, or we inadvertently conclude that governmental approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future and we fail to obtain such approval on a timely basis, we may be subject to governmental investigations, fines, penalties, orders to suspend operations and rectify any non-compliance, or prohibitions from conducting certain business or any financing, which could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause our securities to significantly decline in value or become worthless.
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Recent PCAOB Developments
The ADSs representing our Class A ordinary shares may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect our auditors fully for two consecutive years. Pursuant to the HFCA Act, enacted in 2020, if the auditor of a U.S.-listed company’s financial statements is not subject to PCAOB inspections for three consecutive “non-inspection” years, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as NYSE and Nasdaq, or in U.S. over-the-counter markets. On December 23, 2022, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” was signed into law, which contained, among other things, a provision identical to the Accelerating Holding Foreign Companies Accountable Act that amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thereby reducing the period for triggering the trading prohibition. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, is an auditor of publicly traded companies in the United States and a firm registered with the PCAOB, and is therefore subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess compliance with applicable professional standards. WWC, P.C. has been inspected by the PCAOB on a regular basis.
On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. The report further identified, in Appendix A and Appendix B, the registered public accounting firms subject to the Mainland China determination and the Hong Kong determination, respectively. Our auditor, WWC, P.C., is headquartered in the United States and was not included in the report or listed under Appendix A or Appendix B.
On August 26, 2022, the PCAOB signed SOP Agreements with the China Securities Regulatory Commission and China’s Ministry of Finance. The SOP Agreements established a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. For more detailed information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” in the 2025 Annual Report.
Implications of Being an Emerging Growth Company
As a Company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth Company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth Company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth Company, we:
| ● | may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations; | |
| ● | are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”; | |
| ● | are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); | |
| ● | are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes); | |
| ● | are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure; | |
| ● | are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and | |
| ● | are not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of the IPO. |
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Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth Company. The JOBS Act provides that we would cease to be an “emerging growth Company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
Implications of Being a Foreign Private Issuer
We are a “foreign private issuer” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:
| ● | Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD. | |
| ● | Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. |
| ● | Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. |
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
Pursuant to the home country practice exemption under the Nasdaq Rules, which permits a foreign private issuer to follow its home country practices in place of applicable Nasdaq requirements, our Company has elected to rely on the exemption on Rule 5635(c) which requires a Nasdaq-listed company to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions.
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Implications of Being a Controlled Company
We are a “controlled company” within the meaning of Nasdaq Stock Market Rules. As at the date of this prospectus, TUTU Business Services Limited, our controlling shareholder, which is owned as to 100% by Ms. Wang Liying, our Director and Chief Executive Officer, owns 92,932,850 Class B Ordinary Shares, representing 100% of our total issued and outstanding Class B Ordinary Shares and approximately 97.12% of the total voting power of our issued and outstanding share capital. As a result of the dual-class share structure and the concentration of ownership, Ms. Wang Liying, through TUTU Business Services Limited, will be able to control the management and affairs of our Company and all matters requiring shareholder approval, including without limitation, the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.
Under the Nasdaq rules, a company of which more than 50% of the voting power with respect to the election of directors is held by an individual, a company or a group of persons acting together is a “controlled company” and may elect not to comply with certain stock exchange rules regarding corporate governance, including the following requirements:
| – | that a majority of its board of directors consists of independent directors; | |
| – | that its director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with a formal written charter or board resolutions, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws; and | |
| – | that its compensation committee is composed solely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
If we elect to be treated as a controlled company and use these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq rules regarding corporate governance, which could make the ADSs less attractive to investors or otherwise harm our stock price.
See section titled “Risk Factors — Risks Related to the ADSs and Ownership of Our Securities.”
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| Resale Securities offered by the Selling Shareholders: | Up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and up to 295,200,000 Warrant Shares represented by 36,900,000 Warrant ADSs issuable upon exercise of the Warrants. | |
| ADSs outstanding as of the date of this prospectus:(1) | 17,236,557 ADSs, representing 137,892,471 Class A Ordinary Shares. | |
| Warrant ADSs outstanding as of the date of this prospectus:(2) | No Warrant ADSs are currently outstanding. Up to 36,900,000 Warrant ADSs may be issued upon exercise of the Warrants, representing 295,200,000 Class A Ordinary Shares. | |
| Use of proceeds: | All of the Resale Securities offered pursuant to this prospectus will be offered and sold by the Selling Shareholders. We will not receive any proceeds from the sale of the Resale Securities by the Selling Shareholders. We may, however, receive proceeds from the exercise of the Warrants for cash. We will bear the expenses associated with the registration of the Resale Securities covered by this prospectus. | |
| Offering price: | The Selling Shareholders may offer and sell the Resale Securities hereby registered from time to time at prevailing market prices, at negotiated prices or at such other prices as the Selling Shareholders may determine. | |
| Trading Market and Symbol: | The ADSs are listed on the Nasdaq Capital Market under the symbol “NWGL”. | |
| Risk Factors: | Investing in the Resale Securities involves a high degree of risk. You should carefully read the information contained in and incorporated by reference into this prospectus, including the section entitled “Risk Factors” beginning on page 10 of this prospectus and “Item 3. Key Information — 3.D. Risk Factors” in our most recent Annual Report on Form 20-F incorporated by reference herein, before making an investment decision. | |
| Foreign Private Issuer and Emerging Growth Company: | We are a “foreign private issuer” as defined under the Securities Exchange Act of 1934, as amended, and an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and are eligible for reduced public company reporting requirements. |
| (1) | Based on 17,236,557 ADSs outstanding, representing 137,892,471 Class A Ordinary Shares outstanding, as of the date of this prospectus. Excludes (i) 36,900,000 Warrant ADSs issuable upon exercise of the Warrants and (ii) any other securities exercisable for or convertible into Class A Ordinary Shares. |
| (2) | Warrant ADSs are not currently outstanding and will only be issued upon exercise of the Warrants. The Warrant ADSs represent up to 295,200,000 Warrant Shares issuable upon exercise of the Warrants. |
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Investing in our securities involves a high degree of risk. You should carefully consider the risks incorporated by reference in this prospectus before making an investment decision. You should also consider the risk factors described below and in “Item 3. Key Information—3.D. Risk Factors” in our 2025 Annual Report, and all of the information included or incorporated by reference in this prospectus before deciding whether to purchase the Resale Securities. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of the ADSs and the value of the Resale Securities could decline, and you may lose all or part of your investment. This prospectus contains forward-looking statements that involve risks and uncertainties and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Risks Relating to Our Dual-Class Share Structure
The dual class structure of our Ordinary Shares has the effect of concentrating voting control with Ms. Liying Wang, our Director and Chief Executive Officer, and her interest may not be aligned with the interests of our other shareholders.
We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to fifty (50) votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into 1 fully paid Class A Ordinary Share, while Class A Ordinary Shares are under no circumstances convertible into any Class B Ordinary Shares. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not a designated person of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into Class A Ordinary Shares on a one-for-one basis. As of the date of this prospectus, Ms. Liying Wang, our Director and Chief Executive Officer, beneficially owns 92,932,850, or 100%, of our issued Class B Ordinary Shares, representing approximately 97.12% of the voting rights in our Company. As a result, until such time as Ms. Liying Wang’s voting power is below 50%, Ms. Liying Wang as the controlling shareholder has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Ms. Wang may take actions that are not in the best interests of our Company or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.
We are a “controlled company” within the meaning of Nasdaq rules and we will qualify for and may rely on exemptions from certain corporate governance requirements.
We are a “controlled company” within the meaning of the Nasdaq listing rules. As of the date of this prospectus, TUTU Business Services Limited, our controlling shareholder, which is wholly owned by Ms. Wang Liying, our Director and Chief Executive Officer, beneficially owns 92,932,850 Class B Ordinary Shares, representing 100% of our issued and outstanding Class B Ordinary Shares and approximately 97.12% of the total voting power of our issued and outstanding share capital. As a result of our dual-class share structure and concentration of ownership, Ms. Wang Liying, through TUTU Business Services Limited, is able to control the management and affairs of our Company and matters requiring shareholder approval, including the election of directors, amendments to our constitutional documents and the approval of significant corporate transactions, such as a change of control, merger, consolidation or sale of substantially all of our assets.
Under the Nasdaq listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:
| ● | that a majority of its board of directors consist of independent directors; | |
| ● | that director nominees be selected or recommended solely by independent directors or by a nominating committee composed entirely of independent directors; and | |
| ● | that its compensation committee be composed entirely of independent directors. |
Accordingly, we may elect to rely on some or all of these exemptions. If we do so, you may not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements. In addition, our controlling shareholder may have interests that differ from those of our other shareholders and may be able to cause us to take actions with which our other shareholders disagree. As a result, the ADSs may be less attractive to investors and the market price of the ADSs could be adversely affected.
Risks Related to the ADSs and Ownership of Our Securities
Our failure to regain and maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of the ADSs, which could adversely affect the market liquidity and market price of the ADSs.
The ADSs representing our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “NWGL.” On May 6, 2026, we received a notice from Nasdaq indicating that we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the ADSs had remained below US$1.00 per ADS for 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been granted an initial compliance period of 180 calendar days, or until November 2, 2026, to regain compliance. If at any time during such period the closing bid price of the ADSs is at least US$1.00 per ADS for a minimum of ten consecutive business days, Nasdaq is expected to provide written confirmation that we have regained compliance.
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If we do not regain compliance by November 2, 2026, we may be eligible for an additional 180-calendar-day compliance period, provided that we satisfy the applicable continued listing requirements for The Nasdaq Capital Market (other than the minimum bid price requirement) and meet other applicable criteria. To regain compliance, we may consider various alternatives, including effecting a reverse share split and/or adjusting the ratio of Class A ordinary shares represented by each ADS. However, there can be no assurance that we will be able to regain or maintain compliance with Nasdaq’s continued listing requirements.
If we fail to regain compliance within the applicable compliance period(s), the ADSs may be delisted from Nasdaq. In such event, trading in the ADSs would likely take place on an over-the-counter market, which could reduce the liquidity and market price of the ADSs, increase trading volatility, limit investors’ ability to buy and sell ADSs and adversely affect our ability to raise capital, attract and retain employees and pursue our business objectives. Furthermore, there can be no assurance that any action we may take to regain compliance or restore a Nasdaq listing would be successful or would stabilize the market price or improve the liquidity of the ADSs.
There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of the ADSs.
A non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of the ADSs may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of the ADSs. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds the ADSs, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Material Income Tax Considerations — Material U.S. Federal Income Tax Considerations for U.S. Holders - Passive Foreign Investment Company Consequences”.
The exercise of the Warrants could result in substantial dilution to existing shareholders.
The Selling Shareholders may acquire up to 295,200,000 Warrant Shares represented by up to 36,900,000 Warrant ADSs upon exercise of the Warrants. The issuance of such Warrant Shares would increase the number of our outstanding Class A Ordinary Shares and may dilute the ownership interests of existing shareholders. The potential dilution resulting from the exercise of the Warrants is significant relative to our currently outstanding share capital. The actual number of Warrant Shares ultimately issued will depend upon the extent to which the Warrants are exercised. Any issuance of Warrant Shares upon exercise of the Warrants may adversely affect the market price of the ADSs and the voting and economic interests of existing shareholders.
The Warrants may create substantial selling pressure on the ADSs.
The Warrants entitle the holders to acquire up to 36,900,000 Warrant ADSs. To the extent the Warrants are exercised and the resulting Warrant ADSs are sold into the public market, substantial additional ADSs may become available for sale. The availability of a large number of ADSs for future resale, or the perception that such ADSs may be sold, could adversely affect the market price of the ADSs and increase market volatility.
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Future sales of the ADSs, including ADSs representing Class A Ordinary Shares issuable upon exercise of the Warrants, or the perception that such sales may occur, may cause the market price of the ADSs to decline, even if our business is performing well.
This prospectus registers for resale up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and up to 295,200,000 Class A Ordinary Shares issuable upon exercise of the Warrants, represented by up to 36,900,000 ADSs. The number of Warrant ADSs registered for resale exceeds the number of ADSs issued in the 2026 Private Placement. Sales by the ADS holders of a substantial number of ADSs in the public market could occur in the future. These sales, or the perception in the market that the holders of a large number of ADSs intend to sell shares, may cause the market price of the ADSs to decline. To the extent that holders of the Warrants sell the ADSs issued upon the exercise of such warrants, the market price of the ADSs may decrease due to the additional selling pressure in the market. Moreover, the risk of dilution from issuances of ADSs underlying the Warrants may cause shareholders to sell their ADSs, which could cause a further decline in the market price.
Because the Warrants have an exercise price of US0.25 per ADS, investors may perceive an increased risk of dilution.
The Warrants have an exercise price of US$0.25 per ADS. The ADSs are currently subject to Nasdaq’s minimum bid price compliance process. If the market price of the ADSs increases above the exercise price of the Warrants, holders may have an incentive to exercise their Warrants and subsequently sell the resulting ADSs. The prospect of future exercises and resales could adversely affect market sentiment regarding the ADSs and may contribute to downward pressure on the market price of the ADSs.
You may experience future dilution as a result of future equity offerings.
To raise additional capital, we may in the future offer additional ADSs, Ordinary Shares or other securities convertible into or exchangeable for the ADSs or Ordinary Shares at prices that may not be the same as the price per ADS in this offering. We may sell ADSs, Ordinary Shares or other securities in any other offering at a price per ADS or per Ordinary Share, as applicable, that is less than the prevailing market price of the ADSs . The price per ADS or per share at which we sell additional ADSs, Ordinary Shares, as applicable, or securities convertible or exchangeable into ADSs or Ordinary Shares, in future transactions, may be higher or lower than the price per ADS paid by the investor in this offering.
Sales of ADSs and Warrant ADSs by the Selling Shareholders pursuant to this prospectus could adversely affect the market price of the ADSs and may make it more difficult for us to regain compliance with Nasdaq’s minimum bid price requirement.
On May 6, 2026, we received a notice from Nasdaq indicating that we were not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). We have been granted an initial compliance period until November 2, 2026 to regain compliance.
The Resale Securities registered pursuant to this prospectus represent a substantial number of securities relative to our public float and and consist of up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and up to 295,200,000 Warrant Shares represented by 36,900,000 Warrant ADSs. Sales by the Selling Shareholders of a substantial number of ADSs and Warrant ADSs in the public market, or the perception that such sales may occur, could place downward pressure on the market price of the ADSs. In addition, to the extent the Warrants are exercised and the Warrant ADSs are sold into the market, the market price of the ADSs could decline due to the increase in the number of ADSs available for resale. Any decline in the market price of the ADSs could make it more difficult for us to regain compliance with Nasdaq’s minimum bid price requirement within the applicable compliance period.
If we are unable to regain and maintain compliance with Nasdaq’s continued listing requirements, including the minimum bid price requirement, the ADSs may be delisted from Nasdaq. A delisting could significantly reduce the liquidity and market price of the ADSs, impair investors’ ability to buy and sell ADSs, reduce analyst coverage and institutional investor interest, adversely affect our ability to raise capital and have a material adverse effect on our business and financial condition.
Although we may pursue various alternatives to regain compliance, including a reverse share split and/or an adjustment to the ratio of Class A ordinary shares represented by each ADS, there can be no assurance that we will regain compliance, maintain our Nasdaq listing or prevent future non-compliance with Nasdaq’s listing requirements.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:
| ● | timing of the development and growth of our business; | |
| ● | our operational capabilities and business performance; | |
| ● | expected future economic performance; | |
| ● | competition in our market; | |
| ● | continued market acceptance of our services and products; | |
| ● | protection of our intellectual property rights; | |
| ● | changes in the laws that affect our operations; | |
| ● | inflation and fluctuations in foreign currency exchange rates; | |
| ● | our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business; | |
| ● | continued development of a public trading market for our securities; | |
| ● | the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; | |
| ● | managing our growth effectively; | |
| ● | projections of revenue, earnings, capital structure and other financial items; | |
| ● | fluctuations in operating results; | |
| ● | public health events, pandemics, epidemics and other events beyond our control that may affect economic conditions, supply chains, labor availability, customer demand and our operations; and | |
| ● | other factors set forth under “Risk Factors.” |
You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
| 13 |
On July 14, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers identified therein (the “Purchasers”), pursuant to which we agreed to issue and sell in a private placement (the “2026 Private Placement”) an aggregate of 12,300,000 units (the “Units”). Each Unit consisted of (i) one American Depositary Share (“ADS”), each representing eight (8) Class A Ordinary Shares, par value US$0.001 per share, of the Company (the “Class A Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase three ADSs.
Pursuant to the Purchase Agreement, we issued an aggregate of 12,300,000 ADSs, representing 98,400,000 Class A Ordinary Shares, and Warrants to purchase up to an aggregate of 36,900,000 ADSs (the “Warrant ADSs”), representing up to 295,200,000 Class A Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”).
The Purchase Agreement provided for the issuance and sale of the Units at a purchase price of US$0.20 per Unit, for aggregate gross proceeds of approximately US$2.46 million, before deducting fees and expenses. The Warrants have an exercise price of US$0.25 per ADS and become exercisable on the date that the resale registration statement contemplated by the Purchase Agreement is declared effective by the U.S. Securities and Exchange Commission. The Warrants expire one year after the Initial Exercise Date and contain cashless exercise provisions. The full terms of the Warrants are described in the form of warrant filed as an exhibit to the registration statement of which this prospectus forms a part.
The ADSs and Warrants were offered and sold in transactions not involving a public offering in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, the ADSs, the Warrants and the securities issuable upon exercise of the Warrants were issued as restricted securities.
Pursuant to the Purchase Agreement, we agreed to file a registration statement covering the resale of (i) the Class A Ordinary Shares represented by the ADSs issued in the 2026 Private Placement and (ii) the Warrant Shares represented by the Warrant ADSs issuable upon exercise of the Warrants. This prospectus forms a part of such registration statement.
This prospectus relates to the resale, from time to time, by the Selling Shareholders identified in this prospectus of up to 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and up to 295,200,000 Warrant Shares represented by 36,900,000 Warrant ADSs.
All of the Resale Securities offered pursuant to this prospectus may be sold from time to time by the Selling Shareholders. We are registering the Resale Securities to permit the Selling Shareholders to offer and resell such securities publicly. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Resale Securities by the Selling Shareholders, although we may receive proceeds from the exercise of the Warrants for cash.
| 14 |
All of the Resale Securities offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders. We will not receive any proceeds from the sale of the Resale Securities by the Selling Shareholders. The Selling Shareholders will receive all of the proceeds from any sales of the Resale Securities offered pursuant to this prospectus. We will, however, bear the expenses associated with the registration of the Resale Securities covered by this prospectus.
We may receive proceeds from the exercise of the Warrants issued in connection with the 2026 Private Placement, to the extent such Warrants are exercised for cash. The Warrants have an exercise price of US$0.25 per Warrant ADS and are exercisable for up to 36,900,000 Warrant ADSs representing up to 295,200,000 Warrant Shares. If all of the Warrants were exercised for cash in full, we would receive gross proceeds of approximately US$9.225 million.
The holders of the Warrants are not obligated to exercise the Warrants, and we cannot predict whether or when, if ever, the Warrants will be exercised. In addition, the Warrants may be exercised on a cashless basis under certain circumstances, in which case we would not receive any cash proceeds upon such exercise. Accordingly, we may receive significantly less than the maximum potential proceeds from the exercise of the Warrants, or no proceeds at all.
Any proceeds received by us from the cash exercise of the Warrants, if any, are expected to be used for working capital and general corporate purposes.
The following table sets forth our capitalization as of June 30, 2026:
| ● | on an actual basis as of June 30, 2026; | |
| ● | on a pro forma basis giving effect to the issuance of 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs in the 2026 Private Placement; and | |
| ● | on a pro forma as adjusted basis giving effect to the issuance of 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs in the 2026 Private Placement and the assumed full cash exercise of all outstanding Warrants issued in the 2026 Private Placement, resulting in the issuance of 295,200,000 additional Class A Ordinary Shares represented by 36,900,000 Warrant ADSs. |
You should read this information together with this prospectus, including the sections entitled “The 2026 Private Placement,” “Use of Proceeds” and “Risk Factors,” and the financial statements and related notes incorporated by reference in this prospectus.
| As of June 30, 2026 | ||||||||||||
| Actual | Pro Forma(1) | Pro Forma As Adjusted(2) | ||||||||||
| Long-term debts | ||||||||||||
| Other borrowings | $ | 77,152 | $ | 77,152 | $ | 77,152 | ||||||
| Lease liabilities | $ | 40,311 | $ | 40,311 | $ | 40,311 | ||||||
| $ | 117,463 | $ | 117,463 | $ | 117,463 | |||||||
| Equity | ||||||||||||
| Class A Ordinary Shares, par value US$0.001 per share; 7,520,000,000 shares authorized; 39,492,471 shares issued and outstanding, actual; 137,892,471 shares issued and outstanding, pro forma; 433,092,471 shares issued and outstanding, pro forma as adjusted | $ | 39,492 | $ | 137,892 | $ | 433,092 | ||||||
| Class B Ordinary Shares, par value US$0.001 per share; 480,000,000 shares authorized; 92,932,850 shares issued and outstanding, actual, pro forma and pro forma as adjusted | $ | 92,933 | $ | 92,933 | $ | 92,933 | ||||||
| Additional paid-in capital(2) | $ | 29,995,334 | $ | 30,938,637 | $ | 40,668,060 | ||||||
| Statutory reserves | $ | 58,476 | $ | 58,476 | $ | 58,476 | ||||||
| Retained earnings | $ | (27,898,954 | ) | $ | (27,898,954 | ) | $ | (27,898,954 | ) | |||
| Accumulated other comprehensive income | $ | (454,672 | ) | $ | (454,672 | ) | $ | (454,672 | ) | |||
| Total equity | $ | 1,832,609 | $ | 2,874,312 | $ | 12,898,935 | ||||||
| Total capitalization | $ | 1,950,072 | $ | 2,991,775 | $ | 13,016,398 | ||||||
| (1) | Reflects the issuance of 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs in the 2026 Private Placement, resulting in aggregate gross proceeds to the Company of approximately US$2.34 million, before deducting estimated offering expenses. |
| (2) | Reflects the issuance of 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs in the 2026 Private Placement and assumes the full cash exercise of all outstanding Warrants issued in the 2026 Private Placement. Upon such exercise, Upon such exercise, the Company would receive additional gross proceeds of approximately US$9.23 million, before deducting estimated offering expenses. |
| 15 |
We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business but we may declare or pay dividends in the future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
For the year ended December 31, 2025 and 2024 and up to the date of this prospectus, we did not declare or pay any dividends. As at the date of this prospectus, dividend payables balance was nil.
The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.
Under BVI law and our memorandum and articles of association, our board of directors may authorize payment of a dividend to shareholders at such time and of such an amount as they determine if they are satisfied on reasonable grounds that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.
Cash dividends, if any, on the ADSs will be paid in U.S. dollars by the depositary, subject to the terms of the deposit agreement and applicable fees, taxes and other governmental charges.
For additional information regarding dividends and distributions, please read “Item 10. Additional Information—10.B. Memorandum and Articles of Association” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, which is incorporated by reference into this prospectus.
We are a business company with limited liability incorporated in the British Virgin Islands and our affairs are governed by our memorandum and articles of association (as amended and restated from time to time), and the BVI Business Companies Act of 2004 (as amended) which is referred to as the BVI Act below and the common law of the British Virgin Islands.
For a description of our authorized shares and the rights of holders of Class A Ordinary Shares and Class B Ordinary Shares, including, among other things, voting rights, conversion rights, dividend rights, liquidation rights and provisions relating to shareholder meetings, please read “Item 10. Additional Information—10.A. Share Capital” and “Item 10. Additional Information—10.B. Memorandum and Articles of Association” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, which is incorporated by reference into this prospectus.
| 16 |
As of August 6, 2026, there were 137,892,471 Class A Ordinary Shares and 92,932,850 Class B Ordinary Shares issued and outstanding. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to fifty (50) votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
Since the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, we have issued additional Class A Ordinary Shares in connection with the 2026 Private Placement described in this prospectus. Other than the foregoing, there have been no material changes to our authorized share capital or to the rights of holders of Class A Ordinary Shares or Class B Ordinary Shares since the filing of such Annual Report.
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
The ADSs are listed on the Nasdaq Capital Market under the symbol “NWGL.” Each ADS represents eight (8) Class A Ordinary Shares.
The Bank of New York Mellon acts as the depositary for the ADSs. Holders of the ADSs may exercise voting rights with respect to the underlying Class A Ordinary Shares only in accordance with the provisions of the deposit agreement governing the ADSs. The rights of holders of the ADSs are different from the rights of holders of the underlying Class A Ordinary Shares.
For a description of the ADSs, the deposit agreement, the fees and charges payable by holders of the ADSs, and the rights and obligations of ADS holders, please read “Item 12. Description of Securities Other Than Equity Securities” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, which is incorporated by reference into this prospectus.
There have been no material changes to the rights of holders of the ADSs since the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, except as otherwise disclosed in this prospectus or in documents subsequently filed with or furnished to the SEC and incorporated by reference herein.
The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares, as of the date of this prospectus, by:
| ● | each of our Directors and executive officers; | |
| ● | all of our Directors and executive officers as a group; and | |
| ● | each person known to us to own beneficially more than 5% of our Ordinary Shares; |
We have adopted a dual-class share structure and our Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to fifty (50) votes, and is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
The calculations in the table below are based on 137,892,471 Class A Ordinary Shares and 92,932,850 Class B Ordinary Shares issued and outstanding as of August 6, 2026.
| 17 |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned | ||||||||||||||||||||
| Number of Class A Ordinary Shares | Number of Class B Ordinary Shares | % of Beneficial Ownership of Class A Ordinary Shares | % of Beneficial Ownership of Class B Ordinary Shares | % of Aggregate Voting Power* | ||||||||||||||||
| Directors and Executive Officers | ||||||||||||||||||||
| Liying Wang (1) | - | 92,932,850 | - | 100 | % | 97.12 | % | |||||||||||||
| Hong Wang | - | - | - | - | ||||||||||||||||
| Zhilin Cai | - | - | - | - | ||||||||||||||||
| Heung Ming Henry Wong | - | - | - | - | ||||||||||||||||
| Mu Xu | - | - | - | - | ||||||||||||||||
| Kin Shing Charles Lau | - | - | - | - | ||||||||||||||||
| All directors and executive officers as a group (6 individuals) | - | 92,932,850 | - | 100 | % | 97.12 | % | |||||||||||||
| 5% and Greater Principal Shareholders: | ||||||||||||||||||||
| TUTU Business Services Limited (1) | - | 92,932,850 | - | 100 | % | 97.12 | % | |||||||||||||
| * | For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all our Class A Ordinary Shares and Class B Ordinary Shares as a single class. Each Class A Ordinary Share is entitled to one vote per share and each Class B Ordinary Share is entitled to fifty (50) votes per share on all matters submitted. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances; while Class B Ordinary Shares shall be converted at the option of the holder into fully paid Class A Ordinary Shares on a one-to-one basis. |
| (1) | TUTU Business Services Limited is owned as to 100% by Ms. Liying Wang who is our Director. Ms Liying Wang is deemed to hold the voting and dispositive power over the Class B Ordinary Shares held by TUTU Business Services Limited. |
| 18 |
The Resale Securities covered by this prospectus may be offered and sold from time to time by the Selling Shareholders. The Selling Shareholders acquired the Resale Securities in the 2026 Private Placement. For additional information regarding the 2026 Private Placement, see “The 2026 Private Placement.”
Except for the ownership of the Resale Securities acquired in the 2026 Private Placement, and as described in this prospectus, none of the Selling Shareholders has had any material relationship with us within the past three years.
The information set forth below is based upon information provided by the Selling Shareholders. The Selling Shareholders may offer, sell or otherwise dispose of all, some or none of the Resale Securities covered by this prospectus. Because the Selling Shareholders may sell all, some or none of the Resale Securities, no estimate can be given as to the number of securities that will be beneficially owned by the Selling Shareholders upon completion of this offering.
The table below sets forth, as of August 6, 2026, information regarding the beneficial ownership of ADSs and the Class A Ordinary Shares represented thereby held by each Selling Shareholder, as well as the Resale Securities being registered for resale pursuant to this prospectus. The second column lists the ADSs beneficially owned by each Selling Shareholder prior to the resale of the Resale Securities. The third column lists the number of Class A Ordinary Shares represented by the ADSs beneficially owned by each Selling Shareholder. The fourth column sets forth the percentage of outstanding ADSs beneficially owned by each Selling Shareholder prior to the resale of the Resale Securities. The fifth column lists the ADSs included in the Resale Securities. The sixth column lists the Warrant ADSs included in the Resale Securities. The seventh column lists the aggregate number of ADSs and Warrant ADSs included in the Resale Securities. The eighth and ninth columns assume that the applicable Selling Shareholder has resold all of the Resale Securities and has not acquired any additional ADSs prior to the completion of such resale. Unless otherwise indicated, all information contained in the table below and the footnotes thereto is based upon information provided to us by the Selling Shareholders.
The percentage of beneficial ownership prior to the resale of the Resale Securities is based on 17,236,559 ADSs outstanding, representing 137,892,471 Class A Ordinary Shares outstanding, as of August 6, 2026.
| 19 |
The Resale Securities consist of (i) 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs acquired in the 2026 Private Placement and (ii) up to 295,200,000 Warrant Shares represented by up to 36,900,000 Warrant ADSs issuable upon exercise of the Warrants. For purposes of the table below, we have assumed that all Warrant ADSs being registered for resale by each Selling Shareholder have been issued upon exercise of the Warrants and are beneficially owned by such Selling Shareholder.
| Name of Selling Shareholder | Number of ADSs Beneficially Owned Prior to the Resale of the Resale Securities | Class A Ordinary Shares Represented by ADSs Beneficially Owned Prior to Resale | Percentage of Outstanding ADSs Prior to the Resale of the Resale Securities | Number of ADSs Included in the Resale Securities | Number of Warrant ADSs Included in the Resale Securities (2) | Aggregate Number of ADSs and Warrant ADSs Included in the Resale Securities (1) (2) | Number of ADSs Beneficially Owned After the Resale of the Resale Securities (2) | Percentage of Outstanding ADSs After the Resale of the Resale Securities (2) | ||||||||||||||||||||||||
| Sun Hongqi | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Sha Qian | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Ni Chao | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Zhao Yilin | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Xia Suping | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Tang Cheng | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Jiang Di | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Liang Hongkai | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Wan Feng | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Zhang Daming | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Quan Xiaohu | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Wang Junqing | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Hu Min | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Zhang Qiang | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Shi Qian | 820,000 | 6,560,000 | 4.76 | % | 820,000 | 2,460,000 | 3,280,000 | 0 | 0 | % | ||||||||||||||||||||||
| Total | 12,300,000 | 98,400,000 | 71.36 | % | 12,300,000 | 36,900,000 | 49,200,000 | 0 | 0 | % | ||||||||||||||||||||||
| (1) | The Resale Securities consist of (i) Class A Ordinary Shares represented by ADSs acquired in the 2026 Private Placement and (ii) Warrant Shares represented by Warrant ADSs issuable upon exercise of the Warrants. | |
| (2) | Assumes that (i) all Warrant ADSs included in the Resale Securities have been issued upon exercise of the Warrants and are beneficially owned by the applicable Selling Shareholder and (ii) the applicable Selling Shareholder resells all of the Resale Securities covered by this prospectus and does not acquire beneficial ownership of any additional ADSs prior to the completion of such resale. |
| 20 |
MATERIAL INCOME TAX CONSIDERATIONS
BVI Taxation
Our Company and all distributions, interest and other amounts paid by our Company to persons who are not resident in the BVI are exempt from the Income Tax Ordinance in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of our Company. All instruments relating to transfers of property to or by our Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of our Company and all instruments relating to other transactions relating to the business of our Company are exempt from payment of stamp duty in the BVI provided that they do not relate to real estate in the BVI. There are currently no withholding taxes or exchange control regulations in the BVI applicable to our Company or its shareholders.
Material U.S. Federal Income Tax Considerations for U.S. Holders
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of the ADSs by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase the ADSs pursuant to this offering and hold such ADSs as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, dealers or traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations, retirement plans, regulated investment companies, real estate investment trusts, grantor trusts, brokers, dealers or traders in securities, commodities, currencies or notional principal contracts, certain former citizens or long-term residents of the United States, persons who hold the ADSs as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of the ADSs, corporations that accumulate earnings to avoid U.S. federal income tax, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of the ADSs who is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds the ADSs, the U.S. federal income tax consequences relating to an investment in such ADSs will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of the ADSs.
Persons considering an investment in the ADSs should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of the ADSs including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
| 21 |
Passive Foreign Investment Company Consequences
In general, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (i) at least 75% of its gross income is “passive income”, or the PFIC income test, or (ii) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income, or the PFIC asset test. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Although PFIC status is determined on an annual basis and generally cannot be determined until the end of a taxable year, based on the nature of our current and expected income and the current and expected value and composition of our assets, we do not presently expect to be a PFIC for our current taxable year or the foreseeable future. However, there can be no assurance given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the IRS will agree with our conclusion or that the IRS would not successfully challenge our position.
If we are a PFIC in any taxable year during which a U.S. Holder owns the ADSs, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (i) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the ADSs, and (ii) any gain recognized on a sale, exchange or other disposition, including a pledge, of the ADSs, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for the ADSs. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are a PFIC for any year during which a U.S. Holder holds the ADSs, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds such ADSs, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to the ADSs. If the election is made, the U.S. Holder will be deemed to sell the ADSs it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s ADSs would not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds the ADSs and one of our non-United States subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Any of our non-United States subsidiaries that have elected to be disregarded as entities separate from us or as partnerships for U.S. federal income tax purposes would not be corporations under U.S. federal income tax law and accordingly, cannot be classified as lower-tier PFICs. However, non-United States subsidiaries that have not made the election may be classified as a lower-tier PFIC if we are a PFIC during your holding period and the subsidiary meets the PFIC income test or PFIC asset test. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our non-United States subsidiaries.
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If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on the ADSs if a valid “mark-to-market” election is made by the U.S. Holder for the ADSs. An electing U.S. Holder generally would take into account as ordinary income each year, the excess of the fair market value of the ADSs held at the end of such taxable year over the adjusted tax basis of such ADSs. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such ADSs over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in the ADSs would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of the ADSs in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss. If, after having been a PFIC for a taxable year, we cease to be classified as a PFIC because we no longer meet the PFIC income or PFIC asset test, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described above and any gain or loss recognized on the sale or exchange of the ADSs would be classified as a capital gain or loss.
A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least fifteen (15) days during each calendar quarter.
The ADSs will be marketable stock as long as they remain listed on the Nasdaq Capital Market and are regularly traded. A mark-to-market election will not apply to the ADSs for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any of our non-U.S. subsidiaries. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs notwithstanding the U.S. Holder’s mark-to-market election for the ADSs.
Our Company and all distributions, interest and other amounts paid by us in respect of our shares to persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any of our shares, debt obligations or other securities. All instruments relating to transactions in respect of our shares, debt obligations or other securities and all instruments relating to other transactions relating to our business are exempt from payment of stamp duty in the BVI provided that they do not relate to real estate in the BVI. There are currently no withholding taxes or exchange control regulations in the BVI applicable to us or our shareholders.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or QEF, election. As we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election, prospective investors should assume that a QEF election will not be available.
The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of the ADSs, the consequences to them of an investment in a PFIC, any elections available with respect to the ADSs and the IRS information reporting obligations with respect to the purchase, ownership and disposition of ADSs of a PFIC.
Distributions
Subject to the discussion above under “— Passive Foreign Investment Company Consequences,” a U.S. Holder that receives a distribution with respect to the ADSs generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ADSs. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s ADSs, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends.
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Distributions on the ADSs that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received’’ deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations. Dividends paid by a “qualified foreign corporation’’ to certain non-corporate U.S. Holders may be are eligible for taxation at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that a holding period requirement (more than sixty (60) days of ownership, without protection from the risk of loss, during the 121-day period beginning sixty (60) days before the ex-dividend date) and certain other requirements are met. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends to its particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “— Passive Foreign Investment Company Consequences’’), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply.
Dividends will be included in a U.S. Holder’s income on the date of the depositary’s receipt of the dividend. The amount of any dividend income paid in British Virgin Islands dollars will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect to the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation with respect to any dividend it pays on ADSs that are readily tradable on an established securities market in the United States.
Sale, Exchange or Other Disposition of the ADSs
Subject to the discussion above under “— Passive Foreign Investment Company Consequences,’’ a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of the ADSs in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the ADSs. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, the ADSs were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized from the sale or other disposition of the ADSs will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.
Medicare Tax
Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of the ADSs. If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this Medicare tax to your income and gains in respect of your investment in the ADSs.
Information Reporting and Backup Withholding
U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in the ADSs, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than $100,000 for the ADSs may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.
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Dividends on and proceeds from the sale or other disposition of the ADSs may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (i) fails to provide an accurate U.S. taxpayer identification number or otherwise establish a basis for exemption, or (ii) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.
U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN the ADSS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any ADSs under the laws of their country of citizenship, residence or domicile.
The following is a discussion on certain BVI, Peru, French and PRC income tax consequences of an investment in the ADSs. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under BVI, Peru, French and PRC laws.
BVI Taxation
The BVI currently levies no taxes on individuals or corporations who are not persons resident in the BVI based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the BVI except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the BVI. The BVI is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the BVI.
Taxation in Peru
The following is a general summary of material Peruvian tax matters under Peruvian law, as in effect on the date of this prospectus. It describes the principal Peruvian tax consequences of the ownership of ADSs delivered by the depositary, representing Class A ordinary shares (the “Ordinary Shares”) of the Issuer, a company incorporated under the laws of the British Virgin Islands (“BVI”), which directly or indirectly holds shares in one or more Peruvian entities (the “Peruvian Subsidiaries”). The ADSs are held by non-resident individuals or entities (“Non-Peruvian Holders”) and trade on the Nasdaq Stock Market. For purposes of this summary, relevant Peruvian tax consequences may arise not only at the level of the Peruvian Subsidiaries — including when the Peruvian Subsidiaries distribute dividends or profits to the Issuer or when shares in the Peruvian Subsidiaries are disposed of — but also at the level of the Issuer and the ADS holders in cases where the Peruvian Income Tax Law treats gains derived from the transfer of shares, participations or equivalent equity instruments of a non-domiciled entity as Peruvian-source income under the indirect transfer rules. This summary does not describe the Peruvian tax consequences of a structure in which ADSs are issued directly over shares of a Peruvian entity, which would require a separate analysis.
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For purposes of Peruvian taxation:
| ● | individuals are residents of Peru, if they are Peruvian nationals who have established their place of residence in Peru or if they are foreign nationals with a permanence of one hundred eighty three (183) days in Peru in any twelve (12)-month period (in the latter case, the condition of Peruvian resident can only be acquired as of the 1st of January of the year following the fulfillment of residence conditions); and, | |
| ● | legal entities are residents of Peru if they are established or incorporated in Peru. |
Cash Dividends and Other Distributions
Cash dividends and other profit distributions paid by the Peruvian Subsidiaries to the Issuer are subject to Peruvian withholding income tax at a rate of five percent (5%) of the gross amount distributed. This withholding is applied at the level of the Peruvian Subsidiaries. Distributions subsequently made by the Issuer to Non-Peruvian Holders at the ADS level should not, as a general rule, be independently subject to Peruvian withholding income tax solely because the Issuer received dividends or other profit distributions from the Peruvian Subsidiaries, since the Issuer is not a Peruvian-domiciled entity for purposes of the Peruvian Income Tax Law. Notwithstanding the foregoing, Peruvian law treats certain dividends and other distributions made by a non-domiciled entity as Peruvian-source income in the specific cases described in Article 10(f) of the Peruvian Income Tax Law.
As a general rule, the capitalization of profits, reserves, share premiums, revaluation surplus or any other equity account resulting in the issuance of additional shares, carried out on a pro rata basis among all shareholders, will not be treated as a dividend or other profit distribution for Peruvian income tax purposes.
Capital Gains
Pursuant to Article 6 of the Peruvian Income Tax Law, individuals and entities resident in Peru are subject to Peruvian income tax on their worldwide income while Non-Peruvian Holders are subject to Peruvian income tax only on their Peruvian source income.
Peruvian income tax law provides that income derived from the disposal of securities issued by Peruvian entities is considered Peruvian source income and is therefore subject to income tax. Peruvian Income Tax Law also provides that the taxable income resulting from the disposal of securities is equal to the difference between the sale price of the securities (which may not be less than their fair market value) and their tax basis.
Peruvian income tax law also sources in Peru the capital gains resulting from certain indirect transfers of ordinary shares issued by Peruvian entities. Among the cases where capital gains resulting from the transfer of ordinary shares of foreign entities are considered Peruvian source income are the following:
| ● | Where a seller, on a standalone basis or with its related parties, transfers, in a twelve (12)-month period, a number of ordinary shares of a foreign company representing ten percent (10%) or more of its capital stock, provided that the value of those ordinary shares derives, in fifty percent (50%) or more, of the value of ordinary shares of Peruvian companies. | |
| ● | Where the value of the shares of Peruvian companies which were indirectly disposed of by a seller on a standalone basis, or together with its related parties, exceed, in a twelve (12)-month period, the equivalent of 40,000 tax units (Unidades Impositivas Tributarias or “UITs”). The UIT is set annually by the Peruvian government; for fiscal year 2026, the UIT has been established at S/ 5,500 pursuant to Supreme Decree No. 301-2025-EF, resulting in a threshold of S/ 220,000,000 for the current year. Prospective investors should verify the UIT value in effect at the time of any relevant transaction. |
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Notwithstanding the foregoing, capital gains resulting from the disposal of ADSs are generally not deemed to be sourced in Peru and, therefore, are generally not subject to Peruvian income tax. The ADSs represent Ordinary Shares of the Issuer — a BVI entity — held by the depositary, and do not represent shares issued directly by any Peruvian entity. As such, the transfer of ADSs involves two intermediary layers between the ADS holder and the Peruvian Subsidiaries — the depositary and the Issuer — neither of which is a Peruvian entity. Accordingly, the transfer of ADSs does not, in and of itself, constitute a direct transfer of securities issued by a Peruvian-domiciled entity for purposes of the Peruvian Income Tax Law, without prejudice to the possible application of the indirect transfer rules described above. In particular, gains derived from the disposal of ADSs may be treated as Peruvian-source income if the transfer falls within Article 10(e) of the Peruvian Income Tax Law, including where: (i) in any of the twelve (12) months preceding the transfer, the market value of the shares or participations of one or more Peruvian-domiciled entities owned directly or indirectly by the non-domiciled entity whose shares, participations or equivalent equity instruments are being transferred equals fifty percent (50%) or more of the market value of such non-domiciled entity; and (ii) in any twelve (12)-month period, the transferor and its related parties transfer, in one or more transactions, shares, participations or equivalent equity instruments representing ten percent (10%) or more of the capital of such non-domiciled entity. An indirect transfer may also arise if, in any twelve (12)-month period, the total value of the shares or participations of the Peruvian-domiciled entities indirectly transferred equals or exceeds 40,000 tax units. In addition, special rules apply where the non-domiciled entity whose shares, participations or equivalent equity instruments are transferred is resident in a non-cooperative or low- or no-tax jurisdiction, including the British Virgin Islands.
If a Non-Peruvian Holder that is a non-domiciled legal entity were to acquire and subsequently dispose of ordinary shares issued by a Peruvian Subsidiary, capital gains derived therefrom would generally be subject to Peruvian income tax at a rate of five percent (5%) if the disposal is deemed to be carried out within Peru, and at a rate of thirty percent (30%) if the disposal is deemed to be carried out outside Peru. For these purposes, under Article 30-B of the Regulations of the Peruvian Income Tax Law, a disposal of securities is deemed to be carried out within Peru when the relevant securities are registered in the Public Registry of the Peruvian Securities Market (Registro Público del Mercado de Valores or the “RPMV”) and are traded through a centralized trading mechanism in Peru, including the Lima Stock Exchange (Bolsa de Valores de Lima or the “BVL”), as applicable. If those conditions are not met, the disposal is deemed to be carried out outside Peru.
For the avoidance of doubt, the income tax exemption previously established by Law No. 30341 (as amended) for capital gains derived from the transfer of certain securities — including ordinary shares, ADRs, and GDRs — through the BVL expired on December 31, 2023 and has not been renewed by the Peruvian Congress. Accordingly, all transfers of ordinary shares of Peruvian entities occurring on or after January 1, 2024 are subject to income tax at the applicable rates described herein, regardless of whether the securities qualify as exchange-listed under the former exemption criteria.
The tax basis (costo computable) of ordinary shares acquired by a Non-Peruvian Holder shall be determined in accordance with Articles 20 and 21 of the Peruvian Income Tax Law and Article 11 of its Regulations, which establish specific rules depending on the manner of acquisition. In cases where ordinary shares are transferred outside the BVL, the deductibility of the tax basis is subject to the accreditation and withholding mechanics established under the Peruvian Income Tax Law and its regulations, as applicable to the specific transaction structure. Where the purchaser is a Peruvian-domiciled entity, such purchaser will act as withholding agent and the tax basis must be duly evidenced in accordance with applicable SUNAT procedures prior to payment. Failure to properly support the tax basis may result in the thirty percent (30%) income tax applying to the gross sale price rather than the net capital gain. Non-Peruvian Holders should consult their Peruvian tax advisors regarding the specific procedures applicable to their transaction.
In any transaction relating to Peruvian securities through the BVL, CAVALI (the Peruvian clearing house) will act as withholding agent of the Peruvian income tax. If the purchaser is domiciled in Peru and the sale is not performed through the BVL, the purchaser will act as withholding agent. In other cases, the transferor shall be obliged to self-assess the tax and pay it to the Peruvian tax authorities within the first twelve (12) business days of the month following the transfer.
For the avoidance of doubt, the delivery of ADSs by the depositary in connection with any public offering — including any follow-on offering — does not constitute a disposal of Peruvian securities or a distribution of profits by a Peruvian entity, and therefore does not give rise to any Peruvian income tax obligation at the time of such issuance.
Other Considerations
No Peruvian estate or gift taxes are imposed on the gratuitous transfer of ADSs. No stamp, transfer or similar tax applies to any transfer of ordinary shares.
Taxation in France
The following brief description of French corporate income taxation is designed to highlight the corporate-level taxation on our earnings, which will affect the amounts of dividends, if any, we are ultimately able to pay to our shareholders.
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| Ø | Corporate income Tax in France (“CIT”) |
The main legislation that governs the corporate income tax in France is the “Code Général des Impôts” (French tax code, hereafter “FTC”). The regulatory body implementing and enforcing the FTC is the “Direction Générale des Finances Publiques”.
The tax year is generally the calendar year, although a company may choose a different tax year-end date. The tax year is 12 months but can be shorter or longer in certain cases.
CIT base is territorial, which means that a French resident company is subject to CIT on its French-source income (i.e., deriving from business carried on in France, real estate located in France, capital gains, dividends or interests).
A company is French tax resident if its registered office or place of effective management is in France (generally defined as the place where the directors’ meetings concerning management and control of the company are held). A company incorporated under French commercial law is deemed to be tax resident.
Taxable income corresponds to the business net profit (i.e., on the corporate’s income less its deductible expenses).
The standard CIT rate is 25%. A reduced rate of 15% applies to small and medium corporations for their net taxable profits below €38,120. In addition to corporation tax, a social surtax of 3.3% applies to taxpayers, where their corporate tax liability of the relevant fiscal year exceeds €763,000. The surtax is assessed on the amount of the corporation tax due.
Dividends and capital gains are generally considered as ordinary income and are subject to CIT at the standard rate. However, dividends paid by qualifying subsidiaries and capital gains derived from the sale of qualifying shareholdings may benefit from an exemption regime.
| Ø | Foreign-Sourced Income |
As indicated above, CIT base is territorial. Foreign-source income is generally not subject to CIT, except in case of application of anti-avoidance rules apply, which concerns (notably):
| - | The transfer pricing, under which French entities that are controlled by entities established outside France (or that control such entities – NA in the present case) are subject to CIT on profits transferred, directly or indirectly, to an entity located abroad through an increase or decrease in purchase or sales prices, or by any other means). | |
| - | The profits made by subsidiaries or establishments located in a NCST (NA in the present case), | |
| - | The payments made from France in a Non-Cooperative States or Territories (NCST) (see our developments below on that point). |
| Ø | Profit Distribution and Withholding Tax |
Pursuant to Article 119 bis 2 of the FTC, dividends distributed by corporations which have their registered office in France to non-French tax residents (individuals or legal entities), are subject to withholding tax in France (being specified that this French domestic law provision applies unless provided otherwise by a tax treaty provision, which may reduce the withholding tax rate, or even abolish it altogether. However, there is no double taxation agreement signed between France and BVI).
According to paragraph 1 of Article 187 of the FTC, the tax rate applicable depends on the beneficiary status and his place of location. When the beneficial owner is a corporation, the applicable withholding tax rate correspond to the standard corporate tax rate (i.e., 25%). A tax exemption regime may apply for distributions made to entities established in a Member State of the European Union.
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However, paragraph 2 of the Article 187 of the FTC provides that the withholding tax rate is increased to 75%, when the distributed income is paid in an NCST, regardless of the tax domicile or place of location of the beneficiary. Thus, this increased tax rate does not apply when the payment is made in an account opened with a bank located in a cooperative State, even though the beneficial owner is himself established in an NCST. Moreover, pursuant to the safeguard clause provided by paragraph 2 of Article 187 of the FTC, even in case of payment in a NCST to a beneficiary established in a NCST, the 75% tax rate does not apply if the debtor manages to prove that the distributions have neither the purpose nor the effect of allowing their location in an NCST for tax evasion purposes.
PRC Taxation
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, production, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued the Circular Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, known as Circular 82, which was last amended on December 29, 2017 and provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as a holding company, the key assets and records of the Company, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC; decisions relating to the offshore subsidiaries’ human resource matters are made mainly by themselves at their own discretion, without review or approval by organizations or personnel in the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that the Company and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in Circular 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.
If the PRC tax authorities determine that our Company is a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, subject to any reduction set forth in applicable tax treaties. In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of Ordinary Shares, if such income is treated as sourced from within the PRC. Furthermore, if our Company is deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and any gain realized on the transfer of Ordinary Shares by such shareholders may be subject to PRC tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of our Company would be able to claim the benefits of any tax treaties between their country or area of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the Ordinary Shares.
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The Selling Shareholders and any of their respective pledgees, assignees, transferees, donees and successors-in-interest may, from time to time, sell any or all of the Resale Securities covered by this prospectus on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the ADSs are traded, in the over-the-counter market or in private transactions. These sales may be at fixed prices, prevailing market prices, prices related to prevailing market prices, negotiated prices or varying prices determined at the time of sale.
The Selling Shareholders may use any one or more of the following methods when selling the Resale Securities:
| ● | ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers; | |
| ● | block trades in which a broker-dealer will attempt to sell the Resale Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and subsequent resale by the broker-dealer for its own account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | over-the-counter market transactions; | |
| ● | transactions pursuant to trading plans entered into in accordance with Rule 10b5-1 under the Exchange Act; | |
| ● | privately negotiated transactions; | |
| ● | direct sales to purchasers; | |
| ● | settlement of short sales; | |
| ● | transactions through broker-dealers that agree with a Selling Shareholder to sell a specified number of ADSs at a stipulated price per ADS; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted by applicable law. |
The Selling Shareholders may also sell the Resale Securities under Rule 144 or any other available exemption from registration under the Securities Act, if available, rather than pursuant to this prospectus. In addition, the Selling Shareholders may transfer the Resale Securities by other means not described in this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions, discounts or concessions from the Selling Shareholders or from purchasers of the Resale Securities in amounts to be negotiated.
In connection with the sale of the Resale Securities, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of ADSs in the course of hedging the positions they assume. The Selling Shareholders may also sell ADSs short and deliver Resale Securities covered by this prospectus to close out such short positions, or loan or pledge Resale Securities to broker-dealers that in turn may sell such Resale Securities.
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The Selling Shareholders and any broker-dealers or agents participating in the distribution of the Resale Securities may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions, discounts, concessions or profits received by any such broker-dealer or agent may be deemed to be underwriting commissions or discounts under the Securities Act.
The Selling Shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the Resale Securities.
We will bear all fees and expenses incident to the registration of the Resale Securities covered by this prospectus. We will not receive any proceeds from the sale of the Resale Securities by the Selling Shareholders. However, we may receive proceeds from the exercise of the Warrants for cash.
We have agreed to indemnify the Selling Shareholders against certain liabilities, including certain liabilities under the Securities Act, in accordance with the terms of the Purchase Agreement. The Selling Shareholders have agreed to indemnify us against certain liabilities arising from information furnished by the Selling Shareholders specifically for inclusion in this prospectus.
The Selling Shareholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Resale Securities by the Selling Shareholders. Such rules and regulations may affect the marketability of the Resale Securities.
Listing
The ADSs are listed on the Nasdaq Capital Market under the trading symbol “NWGL.”
We are being represented by Loeb & Loeb LLP with respect to U.S. federal securities laws. The validity of our shares underlying the ADSs and certain other matters of the BVI law will be passed upon for us by Ogier. Legal matters as to Peru law will be passed upon for us by Lau-Tam Abogados. Legal matters as to French law will be passed upon for us by Géry Demard Lin & Associés. Legal matters as to PRC law will be passed upon for us by Guangdong Jishi Furen Law Firm.
The consolidated financial statements as of and for each of the years ended December 31, 2025 and 2024 included in this prospectus have been so included in reliance on the report of WWC, P.C. an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The registered business address of WWC, P.C. is 2010 Pioneer Court, San Mateo, CA 94403, USA.
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British Virgin Islands
Ogier, our counsel to the laws of the BVI have advised us that there is uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the BVI against us or our Directors or officers predicated upon the securities laws of the United States or any state in the United States.
We have been advised by Ogier that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the courts of the United States, the courts of the British Virgin Islands will recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings are brought in the British Virgin Islands to enforce that judgment, provided however that such judgment:: (i) is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the Company; (ii) is final and for a liquidated sum; (iii) was not obtained in a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the British Virgin Islands; (v) is not contrary to the principles of natural justice; and (vi) provided that the courts of United States had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process. Ogier has informed us that there is uncertainty with regard to British Virgin Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the British Virgin Islands as penal or punitive in nature.
Peru
As advised by our Peruvian counsel, Lau-Tam Abogados, there is uncertainty as to whether Peruvian courts would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or (ii) entertain original actions brought in Peru against us or our directors or officers predicated upon the securities laws of the United States or any state thereof.
There is currently no treaty in force between the United States and Peru regarding the recognition and enforcement of judgments in civil or commercial matters. Accordingly, a judgment rendered by a U.S. court may be recognized and enforced in Peru only through an exequatur proceeding before the competent Peruvian court, in accordance with Book X of the Peruvian Civil Code and Articles 837 to 840 of the Peruvian Code of Civil Procedure.
The exequatur proceeding does not entail a review of the merits of the foreign judgment. For recognition in Peru, the foreign judgment must satisfy the following requirements: (i) it must not resolve matters subject to exclusive Peruvian jurisdiction; (ii) the foreign court must have had jurisdiction under applicable private international law principles; (iii) the defendant must have been duly served, granted a reasonable opportunity to appear and afforded due process; (iv) the judgment must be final and res judicata under the law of the place where it was rendered; (v) there must be no prior pending action in Peru between the same parties and concerning the same subject matter; (vi) the judgment must not be incompatible with an earlier foreign judgment capable of recognition in Peru; (vii) the judgment must not be contrary to Peruvian international public policy or good morals; and (viii) reciprocity must exist.
Under Article 838 of the Peruvian Code of Civil Procedure, reciprocity is presumed with respect to the effect given abroad to judgments or awards rendered in Peru, and the burden of proving the absence of reciprocity rests on the party denying it. Under Articles 2102 and 2103 of the Peruvian Civil Code, if there is no treaty with the country in which the judgment was rendered, the foreign judgment has the same force in Peru as Peruvian judgments have in that country; however, a judgment from a country in which Peruvian judgments are not enforced has no force in Peru, including judgments from countries where Peruvian judgments are reviewed on the merits.
Peruvian courts may apply foreign law when such law is applicable under Peruvian private international law rules, provided that its application is not incompatible with Peruvian international public policy or good morals.
Peru is a party to the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and the 1975 Inter-American Convention on International Commercial Arbitration. In addition, Legislative Decree No. 1071, which governs arbitration in Peru and remains in force, provides the current procedural framework for the recognition and enforcement of foreign arbitral awards in Peru. Accordingly, an arbitral award rendered in the United States may be recognized and enforced in Peru, subject to the applicable treaty and statutory requirements.
As advised by our Peruvian counsel, Lau-Tam Abogados, as of the date of this prospectus, we are not aware of Peruvian judicial precedent specifically addressing whether U.S. courts recognize and enforce Peruvian judgments for purposes of the reciprocity requirement. Accordingly, there is uncertainty as to whether this requirement would be satisfied in connection with the enforcement of a U.S. judgment in Peru.
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France
Géry Demard Lin & Associés (hereinafter “GDL”, formerly Bochamps), our counsel to the laws of France have advised us that there is uncertainty as to whether the courts of France would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in France against us or our Directors or officers predicated upon the securities law of the United States or any state in the United States it being specified however that the French judge may apply a foreign law without use for a specific procedure.
We have been advised by GDL that the recognition and enforcement on French soil of judgments of courts of the United States against natural and/or legal persons is subject to the completion of the so-called exequatur procedure. This procedure is governed solely by French law insofar no bilateral treaty has been concluded between France and the United States allowing the direct recognition and enforcement, in whole or in part, of a judgment rendered in civil or commercial matters in either jurisdiction.
The exequatur procedure, which is not intended to judge again the merits of the case, is conditional (a.) on the seizure of the French court according to the applicable territoriality rules (b.) by a person with an interest in acting (c.) subject to the enforceability of the foreign judgment - it being specified that the impossibility of enforcing the judgment in the State of origin has no consequence on the initiation of the said proceedings - (d.) and the absence of a contrary judgment which has the force of res judicata in France. We have also been advised that the French judge seized of an application for exequatur must ensure, according to established case law, that three cumulative conditions are met and thus verify (i) the indirect jurisdiction of the foreign judge based on the connection of the dispute to the court seized, (ii) the conformity of the judgment with international public policy in terms of both substance and procedure, and finally (iii) the lack of fraud. Thus, there is a judicial hazard regarding the recognition and enforcement on French territory of a U.S. judgment which will require a case-by-case assessment by the French Courts.
We have been informed that the French judge may, without difficulty, apply a foreign law provided that the said law is applicable by virtue of the conflict of laws rules and is not contrary to the international public policy.
PRC
As advised by our PRC counsel, Guangdong Jishi Furen Law Firm, the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocal arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our Directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference in this prospectus the documents listed below:
| ● | our latest annual report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 27, 2026
our Form F-3, furnished to the SEC on July 17, 2026
our notice from the SEC of registration effectiveness on July 29, 2026; and | |
| ● | our current reports on Form 6-K, furnished to the SEC on September 15, 2023, September 25, 2023, October 10, 2023, October 16, 2023, November 16, 2023, November 28, 2023, December 19, 2023, February 14, 2024, March 4, 2024, April 25, 2024, July 5, 2024, July 25, 2024, October 8, 2024, November 12, 2024, November 29, 2024, December 30, 2024, July 3, 2025, October 22, 2025, November 3, 2025, November 12, 2025, December 16, 2025, December 29, 2025, January 2, 2026, May 8, 2026 and July 14, 2026 and August 7, 2026. |
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The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.
As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
CL Workshop Group Limited
Avenida da Amizade no. 1287
Chong Fok Centro Comercial, 13 E
Macau S.A.R
(+853) 2855-3594
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1, including exhibits and schedules thereto, under the Securities Act with respect to the resale of (i) the Class A Ordinary Shares represented by the ADSs issued in the 2026 Private Placement and (ii) the Warrant Shares represented by the Warrant ADSs issuable upon exercise of the Warrants. We have also filed with the SEC a registration statement on Form F-6 relating to the ADSs. This prospectus, which forms a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the securities covered by this prospectus, you should refer to the registration statement and the exhibits and schedules filed therewith.
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will continue to be subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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CL Workshop Group Limited
Up to 98,400,000 Class A Ordinary Shares
represented by 12,300,000 ADSs
and
Up to 295,200,000 Warrant Shares
represented by 36,900,000 Warrant ADSs
PROSPECTUS
, 2026
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
BVI law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the BVI courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Under our Second Amended and Restated Memorandum and Articles of Association, we may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:
| ● | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or | |
| ● | is or was, at our request, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. |
These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
Set forth below is information regarding Ordinary Shares issued by us during the last three years that were not registered under the Securities Act. None of the below described transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
October 2023 Convertible Bond Conversions
On October 9, 2023, we issued an aggregate of 20,475,377 Ordinary Shares upon the conversion of outstanding convertible bonds, consisting of (i) 2,145,392 Ordinary Shares issued to Mr. Hok Pan Se, (ii) 7,516,484 Ordinary Shares issued to Mr. Chan Wing Luk, (iii) 7,544,303 Ordinary Shares issued to Mr. Huang Qing Cai and (iv) 3,269,198 Ordinary Shares issued to China Home Hong Kong Limited. The convertible bonds had an aggregate principal amount of HK$95,200,625 and were converted into Ordinary Shares in accordance with their terms.
July 2026 Private Placement
On July 14, 2026, we entered into a securities purchase agreement with certain investors in connection with a private placement pursuant to which we issued an aggregate of 98,400,000 Class A Ordinary Shares represented by 12,300,000 ADSs and Warrants exercisable for up to an aggregate of 295,200,000 additional Class A Ordinary Shares represented by up to 36,900,000 ADSs.
The issuances of such Ordinary Shares described above were made in reliance on the exemption contained in Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the consolidated financial statements or notes thereto.
| II-1 |
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. | |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying on Rule 430B: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| II-2 |
| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| (d) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| II-3 |
EXHIBIT INDEX
| * | Filed herein. |
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on August 11, 2026.
| CL WORKSHOP Group Limited | ||
| By: | /s/ Liying WANG | |
| Name: | Liying WANG | |
| Title: | Director and Chief Executive Officer | |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Liying WANG as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Liying WANG | Director and Chief Executive Officer (Principal Executive Officer) | August 11, 2026 | ||
| Liying WANG | ||||
| /s/ Hong WANG | Director and Chief Financial Officer (Principal Financial and Accounting Officer) | August 11, 2026 | ||
| Hong WANG |
| II-5 |
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of CL Workshop Group Limited has signed this registration statement or amendment thereto in New York on August 11, 2026.
Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice President | |
| II-6 |
Exhibit 5.1
| CL Workshop Group Limited 刺梨工坊公司 | D +852 3656 6054 | |
| E nathan.powell@ogier.com | ||
| D +852 3656 6023 | ||
| E janice.chu@ogier.com | ||
| Reference: JTC/SWL/517988.00001 |
11 August 2026
Dear Sirs
CL Workshop Group Limited 刺梨工坊公司 (the Company)
We have acted as British Virgin Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to the resale by certain selling shareholders of the Company as named in the Registration Statement (the Selling Shareholders) of up to (i) 98,400,000 Class A Ordinary Shares (as defined below) represented by 12,300,000 American depositary shares (the Resale ADSs), each ADS representing eight Class A Ordinary Shares; and (ii) up to 295,200,000 Class A Ordinary Shares represented by up to 36,900,000 ADSs (the Resale Warrant ADSs) issuable upon exercise of warrants (the Resale Warrants) (the Resale).
We are furnishing this opinion as Exhibit 5.1 and Exhibit 23.2 to the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. The headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined copies, or drafts of the following documents (the Documents):
| (a) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands (the Registrar) on 7 July 2026 (the Company Registry Records), including: |
| (i) | a copy of the certificate of incorporation of the Company dated 22 September 2011, |
| (ii) | a copy of the certificate of change of name of the Company dated 26 April 2018; |
|
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 |
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| (iii) | a copy of the certificate of change of name of the Company dated 8 September 2022, |
| (iv) | a copy of the certificate of change of name of the Company dated 18 December 2025; |
| (v) | a copy of the memorandum and articles of association of the Company registered with the Registrar on 22 September 2011, |
| (vi) | a copy of the memorandum and articles of association of the Company registered with the Registrar on 26 April 2018, |
| (vii) | a certified copy of extract of resolution adopted by the sole director on 23 August 2018 and registered with the Registrar on 28 August 2018, |
| (viii) | a certified copy of extract of resolution adopted by the sole director on 8 October 2018 and registered with the Registrar on 16 November 2018, |
| (ix) | a certified copy of extract of resolution adopted by the directors on 20 September 2020 and registered with the Registrar on 25 September 2020, |
| (x) | a copy of the memorandum and articles of association of the Company registered with the Registrar on 31 October 2022, |
| (xi) | a copy of the amended and restated memorandum and articles of association of the Company adopted by the shareholders of the Company on 10 August 2023 and registered with the Registrar on 11 August 2023, and |
| (xii) | a copy of the second amended and restated memorandum and articles of association of the Company adopted by the shareholders of the Company on 16 December 2025 and registered with the Registrar on 22 December 2025 (collectively, the Memorandum and Articles). |
| (b) | the public information revealed from a search of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (the High Court Database) by the Registry of the High Court of the Virgin Islands on 7 July 2026 (the Court Records); |
| (c) | the Company Registry Records and the Court Records each as updated by update search on 16 July 2026 and 10 August 2026 (the Company Registry Records and the Court Records together, and as updated, the Public Records); |
| (d) | a certificate of incumbency dated 22 June 2026 (the Certificate of Incumbency) issued by the registered agent of the Company in respect of the Company; |
| (e) | a certificate of good standing dated 16 July 2026 issued by the Registrar of Corporate Affairs in the British Virgin Islands in respect of the Company (the Good Standing Certificate); |
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| (f) | the register of directors of the Company provided to us on 7 July 2026 (the ROD); |
| (g) | the register of members of the Company provided to us on 6 August 2026 (the ROM, and together with the ROD, the Registers); |
| (h) | a copy of the written resolutions of all the directors of the Company dated 14 July 2026 approving, among others the Company’s filing of the Registration Statement and the Resale (the Board Resolutions); |
| (i) | a copy of the securities purchase agreement dated 14 July 2026 entered into between the Company and the purchasers as named therein; and |
| (j) | the Registration Statement. |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Certificate of Incumbency, the Good Standing Certificate and the Register is accurate and complete as at the date of this opinion; |
| (e) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (f) | the Board Resolutions remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Resale, and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolutions; |
| (g) | no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any Ordinary Shares and none of the Ordinary Shares have been offered or issued to residents of the British Virgin Islands; |
| (h) | the Company is, and after the allotment (where applicable) and issuance of any Security will be, able to pay its liabilities as they fall due; |
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| (i) | the information and each of the documents disclosed by the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration, or which is required by the laws of the British Virgin Islands to be delivered for registration, which was not included and available for inspection in the Public Records; |
| (j) | there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; and |
| (k) | the Company is not a land owning company for the purposes of Section 242 of the BVI Business Companies Act, 2004 (the BCA) meaning that neither it nor any of its subsidiaries has an interest in any land in the British Virgin Islands. |
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company is a company duly incorporated with limited liability under the BCA on 22 September 2011 and is validly existing and in good standing under the laws of the British Virgin Islands. |
Maximum number of shares authorised to issue
| (b) | Based solely on the Memorandum and Articles, the Company is authorised to issue a maximum of 8,000,000,000 ordinary shares each with a par value of US$0.001 (the Ordinary Shares), divided into: |
| (i) | 7,520,000,000 Class A ordinary shares with par value of US$0.001 (the Class A Ordinary Shares); and |
| (ii) | 480,000,000 Class B ordinary shares with par value of US$0.001 (the Class B Ordinary Shares). |
Valid issuance of the Class A Ordinary Shares represented by the Resale ADSs
| (c) | The Class A Ordinary Shares represented by the Resale ADSs for resale by the Selling Shareholders have been validly issued, fully paid and are non-assessable. |
Valid issuance of the Class A Ordinary Shares underlying the Resale Warrants and represented by the Resale Warrant ADSs
| (d) | The Class A Ordinary Shares underlying the Resale Warrants and represented by the Resale Warrant ADSs for resale by the Selling Shareholders have been duly authorised for issue and when: |
| (i) | issued by the Company upon due exercise of the Resale Warrants in accordance with the terms of the Resale Warrants, the Board Resolutions and the memorandum and articles of association of the Company then in effect; |
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| (ii) | such Class A Ordinary Shares have been duly registered on the register of members of the Company as fully paid shares, |
will be validly issued, fully paid and non-assessable.
Taxation
| (e) | No taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding, deduction or otherwise) to the government of the British Virgin Islands in respect of the Resale. |
| (f) | There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206). In particular, section 242 of the BCA provides the Company with a statutory exemption from all forms of taxation in the British Virgin Islands. |
| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| 4.2 | Under the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate Affairs. Failure to pay the annual fees by the relevant due date will render the Company liable to a penalty fee in addition to the amount of the outstanding fees. If the license fee and/or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies in the British Virgin Islands. |
| 4.3 | Under the BCA, a copy of the Company’s register of directors which is complete must be filed by the Company at the Registry of Corporate Affairs. Failure to make this filing will render the Company liable to a penalty fee and if the filing is not made within the requisite time period or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies. |
| 4.4 | Under the BCA, an annual financial return, in the prescribed form, must be filed by the Company with its registered agent in respect of each year for which one is due within the timeframe prescribed by the BCA for that year (unless the Company is within one of the statutory exceptions to the obligation to file). Failure to make this filing when due will render the Company liable to a penalty fee and where the Company is liable to the maximum penalty and has not filed its annual return, the Company will be liable to be struck off and dissolved from the Register of Companies. |
| 4.5 | Under the BCA, unless the Company is within one of the statutory exceptions to the obligation to file and is compliant with any conditions for the relevant exception(s) to apply, a copy of the Company’s register of members which is complete and certain prescribed beneficial ownership information for the Company must be filed by the Company at the Registry of Corporate Affairs. Failure to make these filings will render the Company liable to penalty fees and if the filings are not made within the requisite time period or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies. |
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| 4.6 | For the purposes of this opinion “in good standing” means only that the Registrar of Corporate Affairs is satisfied that the Company is deemed to be in good standing under Section 235 of the BCA on the date of issue of the Certificate of Good Standing. Notwithstanding any expiry date referred to the certificate, the Company shall cease to be in good standing under Section 235 of the BCA if the Registrar of Corporate Affairs is not, or ceases to be, satisfied that the Company: (i) is on the Register of Companies; (ii) has paid all fees, annual fees and penalties due and payable; (iii) has filed with the Registrar of Corporate Affairs when due a copy of its registers of directors in accordance with and to the extent required by the BCA; and (iv) has filed with the Registrar of Corporate Affairs when due a copy of its registers of members in accordance with and to the extent required by the BCA; and (v) has filed with the Registrar of Corporate Affairs when due beneficial ownership information in accordance with the BCA; and/or where the Registrar of Corporate Affairs has received any notification that the Company has failed to file its annual return in accordance with and to the extent required by the BCA. We have made no enquiries into the Company’s good standing with respect to any other filings or payment of fees, or both, that it may be required to make under the laws of the British Virgin Islands other than the BCA. We have made no enquiries into whether the copy of the register of directors, the copy of the register of members or the Company’s beneficial ownership information filed at the Registry of Corporate Affairs matches the details set out on the Certificate of Incumbency or whether the annual return filed by the Company with its registered agent is in the prescribed form as required pursuant to the BCA. |
| 4.7 | The Public Records and our searches thereof may not reveal the following: |
| (a) | in the case of the Company Registry Records, details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search or notifications made to the Registrar of Corporate Affairs by the registered agent of the Company of any failure by any Company to file its register of directors, register of members, beneficial ownership information and/or annual return as required and within the time frame prescribed by the BCA; |
| (b) | in the case of the Court Records, details of proceedings which have been filed but not actually entered in the High Court Database at the time of our search; |
| (c) | whether an application for the appointment of a liquidator or a receiver has been presented to the High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed out of court, or whether any out of court dissolution, reconstruction or reorganisation of the Company has been commenced; or |
| (d) | any originating process (including an application to appoint a liquidator) in respect of the Company in circumstances where the High Court of the British Virgin Islands has prior to the issuance of such process ordered that such process upon issuance be anonymised (whether on a temporary basis or otherwise), |
and the following points should also be noted:
| (e) | the Court Records reflect the information accessible remotely on the High Court Database, we have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause Book) or the Commercial Cause Book (the Commercial Cause Book) at the Registry of the High Court of the British Virgin Islands. Although the High Court Database should reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and for that reason neither facility can be relied upon to reveal whether or not a particular entity is a party to litigation in the British Virgin Islands; |
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| (f) | the High Court Database is not updated if third parties or noticed parties are added to or removed from the proceedings after their commencement; and |
| (g) | while it is a requirement under Section 118 of the Insolvency Act that notice of the appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver and the absence of a registered notice of appointment of a receiver is not conclusive as to there being no existing appointment of a receiver in respect of the Company or its assets. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the British Virgin Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific British Virgin Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Reliance |
| 6.1 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Prospectus Summary”, “Enforcement of Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. |
| 6.2 | This opinion may be used only in connection with the Resale and while the Registration Statement is effective. |
Yours faithfully
Ogier
Exhibit 8.1
August 11, 2026
| Re: | Registration Statement on Form F-1 of |
| CL Workshop Group Limited |
Ladies and Gentlemen:
We have acted as Peruvian legal counsel to CL Workshop Group Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), in connection with the Registration Statement on Form F-1 (the “Registration Statement”), including the prospectus forming a part thereof, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale, from time to time, by the selling shareholders identified in the Registration Statement of (i) up to 98,400,000 Class A ordinary shares, par value US$0.001 per share, represented by up to 12,300,000 American depositary shares (“ADSs”), each ADS representing eight Class A ordinary shares, and (ii) up to 295,200,000 Class A ordinary shares represented by up to 36,900,000 ADSs issuable upon exercise of the warrants described in the Registration Statement (collectively, the “Resale Securities”).
We have examined the Registration Statement. In addition, we have examined and relied, as to matters of fact, upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and officers and representatives of the Company, as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In such examination, we have assumed the accuracy and completeness of the factual matters described in the Registration Statement, except to the extent expressly addressed in this opinion, and that the Registration Statement and the other documents examined by us have been or will be duly executed and delivered in the forms reviewed by us.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we hereby confirm that the statements set forth in the Registration Statement under the caption “Taxation in Peru”, to the extent that such statements constitute summaries of Peruvian tax law, constitute our opinion.
Av. Víctor Andrés Belaunde 147, Vía Principal 155, Edificio Real 3, Oficina 1101, San Isidro, Lima, Perú
www.lautamlaw.com
We express no opinion with respect to any law other than the laws of the Republic of Peru relating to taxation.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the references to our firm under the captions “Taxation in Peru” and “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | ||
| Lau-TÁm Abogados | ||
| By: | /s/ Lau-Tam Oyafuso | |
| Alfredo Lau-Tam Oyafuso | ||
| Managing Partner | ||
Av. Víctor Andrés Belaunde 147, Vía Principal 155, Edificio Real 3, Oficina 1101, San Isidro, Lima, Perú
www.lautamlaw.com
Exhibit 8.2
|
Yasong LIN Partner lin@gerydemardlin.com Tel. +33 (0)1 75 77 31 80
|
CL WORKSHOP GROUP LIMITED Avenida da Amizade no. 1287 Chong Fok Centro Comercial, 13 E Macau S.A.R.
Paris, 11 August 2026 |
By e-mail
Re: French Legal Opinion in connection with the Registration Statement on Form F-1
Dear Sir/Madam,
We have acted as special French legal counsel to CL Workshop Group Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), in connection with the Registration Statement on Form F-1 (the “Registration Statement”), including the prospectus forming a part thereof, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale, from time to time, by the selling shareholders identified in the Registration Statement of (i) up to 98,400,000 Class A Ordinary Shares, par value US$0.001 per share, represented by up to 12,300,000 American Depositary Shares (“ADSs”), each ADS representing eight Class A ordinary shares, and (ii) up to 295,200,000 Class A Ordinary Shares represented by up to 36,900,000 ADSs issuable upon exercise of the warrants described in the Registration Statement.
| 1. | ASSUMPTIONS |
In rendering this Opinion, we have assumed without independent investigation that (the “Assumptions’’):
| i) | all signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same, all documents (the “Documents”) submitted to us in relation to the Engagement as originals are authentic, and all documents submitted to us as certified or photostatic copies conform to the originals; |
ASSOCIATION D’AVOCATS A RESPONSABILITE PROFESSIONNELLE INDIVIDUELLE (AARPI)
5, rue Vernet – 75008 Paris
Tél : 01.75.77.31.80 – Fax : 01.75.77.31.89
Toque A0997 (Paris)
SIRET : 529 707 143 000 36 - TVA INTRACOMMUNAUTAIRE : FR 26 529 707 143
| ii) | each of the parties to the Documents, (a) if a legal person or other entity, is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation; or (b) if an individual, has full capacity for civil conduct; each of them, has full power and authority to execute, deliver and perform its/her/his obligations under such documents to which it is a party in accordance with the laws of its jurisdiction of organization or incorporation or the laws that it/she/he is subject to; |
| iii) | the Documents remain in full force and effect on the date of this Opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of such Documents after they were submitted to us for the purposes of this Opinion; and |
| iv) | the laws of jurisdictions other than France which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with. |
| 2. | OPINION |
Subject to the Assumptions and the Qualifications, we are of the Opinion that the statements set forth in the Registration Statement under the caption “Taxation in France” and “Enforcement of Civil Liabilities – France” are true and accurate in all material respects and that such statements constitute our opinion.
| 3. | QUALIFICATION |
Our opinion expressed above is subject to the following qualifications (“Qualifications”):
| (i) | our opinion is limited to the laws of France of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than France. Accordingly, we express or imply no opinion directly or indirectly on the laws of any jurisdiction other than France; |
| (ii) | the laws of France referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect; |
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| (iii) | our opinion is subject to the effects of (a) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (b) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (c) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages; and (d) the discretion of any competent French legislative, administrative or judicial bodies in exercising their authority in France; |
| (iv) | we may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the Company and public searches conducted in France; |
| (v) | this Opinion is intended to be used in the context which is specifically referred to herein. It should be read as a whole and each paragraph of the Opinion should not be read independently; and |
We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name under the headings “Enforceability of Civil Liabilities” and “Taxation” and elsewhere in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Yours faithfully,
 | |
| Yasong LIN | |
| Attorney at Law |
| Page 3 sur 3 |
Exhibit 8.3
广东基炻富仁律师事务所
55/F, SCIA Tower, 5033 Tinghai Blvd., Qianhai, Shenzhen, P.R. China
11 August, 2026
| To: | CL Workshop Group Limited |
| Avenida da Amizade no. 1287 | |
| Chong Fok Centro Comercial, 13 E | |
| Macau S.A.R |
Re: Certain PRC Law Matters of CL Workshop Group Limited (the “Company”)
Dear Sir/Madam:
We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of issuing this opinion, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) and as such are qualified to issue this opinion with respect to all laws, regulations, statutes, rules, decrees, guidelines, notices, and judicial interpretations and other legislations of the PRC currently in force and publicly available as of the date hereof (hereinafter referred to as the “PRC Laws”).
We are acting as your PRC legal counsel in connection with the Registration Statement on Form F-1 (the “Registration Statement”), including the prospectus forming a part thereof, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale, from time to time, by the selling shareholders identified in the Registration Statement of (i) up to 98,400,000 Class A ordinary shares, par value US$0.001 per share, represented by up to 12,300,000 American depositary shares (“ADSs”), each ADS representing eight Class A ordinary shares, and (ii) up to 295,200,000 Class A ordinary shares represented by up to 36,900,000 ADSs issuable upon exercise of the warrants described in the Registration Statement (collectively, the “Resale Securities”).
In connection with the Registration Statement, we have been asked to provide this opinion with respect to certain matters of PRC law referred to therein.
| 1 |
广东基炻富仁律师事务所
55/F, SCIA Tower, 5033 Tinghai Blvd., Qianhai, Shenzhen, P.R. China
In our examination of the Documents and for the purpose of rendering this opinion, we have assumed without further inquiry or investigation:
| (a) | the truthfulness, accuracy, completeness and fairness of all the Documents, as well as the factual representations, warranties and statements contained in such Documents; |
| (b) | the genuineness of all the signatures, seals and chops, and the authenticity of the Documents submitted to us as originals and the conformity with the originals of the Documents provided to us as copies and the authenticity of such originals; |
| (c) | that the Documents which have been presented to us have not been revoked, amended, varied or supplemented up to the date of this Opinion, except as noted therein; |
| (d) | that the Company and the PRC Group Companies have not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part; |
| (e) | that all parties thereto, other than the PRC Group Companies, have the requisite power and authority to enter into, and have duly executed, delivered and/or issued those Documents to which they are parties pursuant to the laws and regulations of the jurisdiction of its incorporation or organization, and have the requisite power and authority to perform their obligations thereunder; and |
| (f) | the due compliance with, and the legality, validity, effectiveness and enforceability of the Documents under, all laws other than the PRC Laws. |
We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any laws other than the laws of the PRC and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC.
Based on the foregoing and subject to the qualifications set out below, we are of the opinion that the statements set forth in the Registration Statement under the headings “Prospectus Summary”, “Risk Factors”, “Material Income Tax Considerations—PRC Taxation”, “Recent Regulatory Developments in China”, “Permission Required from Relevant Authorities”, “Enforcement of Liabilities” and “Legal Matters”, in each case insofar as such statements describe or summarize PRC Laws, legal conclusions under PRC Laws, or descriptions of documents, agreements or proceedings governed by PRC Laws (for the avoidance of doubt, other than the financial statements and related notes therein, as to which we express no opinion), are true and accurate in all material aspects and fairly present and summarize, in all material respects, the matters referred to therein, and nothing has come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any omission which will render such statements misleading in any material respect.
| 2 |
广东基炻富仁律师事务所
55/F, SCIA Tower, 5033 Tinghai Blvd., Qianhai, Shenzhen, P.R. China
In addition, we believe that no effective laws or regulations in the PRC explicitly require us to seek approval from any other PRC governmental authorities for our overseas listing plan, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.
As of the date hereof, the Company and its PRC subsidiaries have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.
This opinion is subject to the following qualifications:
| (1) | This opinion is subject to, in so far as it relates to the validity and enpreeability of a contract, (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws in the PRC affecting creditors’ rights generally; (ii) possible judicial, arbitral or administrative actions or any PRC Law affecting creditors’ rights; (iii) certain equitable, legal or statutory principles acting the validity and enforceability of contractual rights generally under the concepts of public interest, interest of the state, national security, reasonableness, good faith and fair dealing, applicable statutes of limitation; (iv) any circumstance in connection witmulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, or coercionary at the conclusions ther(v) any possible judicial discretion, discretion of arbitration tribunal oative action affecting creditors’ rights or with respect to the availabilifications remedies, defenses or injunctive relief, the calculation of damages, the entitlement of attorneys’ fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process. |
| (2) | This opinion is subject to the discretion of any competent PRC legislative, administrative, judicial or arbitration tribunals in exercising their authority to change any PRC Laws or the implementation, interpretation or application thereof in any form. |
| (3) | This opinion relates only to PRC Laws and we express no opinion as to any other laws and regulations. There is no guarantee that any of PRC Laws, or the interpretation thereof or implementation thereof, will not be changed, amended, revoked or replaced in the immediate future or in the longer term with or without retrospective effect. |
| 3 |
广东基炻富仁律师事务所
55/F, SCIA Tower, 5033 Tinghai Blvd., Qianhai, Shenzhen, P.R. China
| (4) | This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole regarding the same subject matter and no part should be extracted and referred to independently. |
Consent
This opinion is delivered by us in our capacity as the Company’s PRC legal advisers solely for the purpose of and in connection with the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent, except as required by the applicable law or by the SEC or any regulatory agencies.
We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
| Yours faithfully, | ||
Guangdong Jishi Furen Law Firm
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广东基炻富仁律师事务所 |
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| By: | /s/ Yao Li | |
| Yao Li | ||
姚丽 |
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| Partner | ||
| 4 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated April 23, 2026 included in the Annual Report on Form 20-F, relating to the audit of the consolidated balance sheets of CL Workshop Group Limited and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
We also consent to the Company’s reference to WWC, P.C., Certified Public Accountants, as experts in accounting and auditing.
| /s/ WWC, P.C. | |
| San Mateo, California | WWC, P.C. |
| August 11, 2026 | Certified Public Accountants |
| PCAOB ID: 1171 |
