6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 001-41796

NATUREWOOD GROUP LIMITED

(Registrant’sName)

Avenidada Amizade no. 1287

ChongFok Centro Comercial, 13 E

MacauS.A.R.

(Addressof Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Issuanceof Ordinary Shares to CB Holders

Nature Wood Group Limited (the “Company”) announced that the holders of its convertible bonds (the “CBs”) in an aggregate principal amount of HK$95,200,625 elected to convert all the CBs into ordinary shares of the Company on September 13, 2023, resulting in an issuance of a total of 20,475,377 ordinary shares of the Company on October 9, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.