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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41796
NATURE WOOD GROUP LIMITED
(Registrant’s Name)
Avenida da Amizade no. 1287
Chong Fok Centro Comercial, 13 E
Macau S.A.R.
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On June 30, 2025, Nature Wood Group Limited (the “Company”, together with its subsidiaries, the “Group”) and Bright Sunrise Limited (the “Purchaser”), a limited liability company incorporated under the laws of the British Virgin Islands which is wholly-owned by Mr. Hau Hung Vincent Ho, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”), pursuant to which the Company has agreed to dispose of and the Purchaser has agreed to acquire the entire issued share capital of Peru Forestry Management Co., Limited, a wholly-owned subsidiary of the Group, at a consideration of $1 (the “Disposal”).
Peru Forestry Management Co, Limited and its subsidiaries (the “Disposal Group”) are principally engaged in investment holding, manufacturing of wood products and holding of concession rights. The Disposal Group recorded losses in the past two consecutive years with an unaudited proforma loss of approximately $4.9 million for the year ended December 31, 2024. Due to (i) the downturn of the home building and renovation product market worldwide following the global economic downturn; (ii) ongoing wars and armed conflicts around the world; and (iii) the Chinese property sector crisis in China, it is expected that the Disposal Group would continue to incur losses in 2025. It is estimated the remaining Group will record losses for the year ended December 31, 2025, which is mainly attributable to, among others, (i) a waiver of debt due from the Disposal Group to the remaining Group of approximately $14 million (the “Debt”); and (ii) an impairment loss on assets of approximately $5.5 million. The board of directors of the Company (the “Board”) is of the view that the Disposal provides an opportunity for the Group to eliminate the ongoing negative impact on its profitability and cash flows as a result of the losses incurred by the Disposal Group. In addition, the Disposal will allow the Group to concentrate its resources on exploring new opportunities and new product mix. After completion of the Disposal, the Group will continue to focus on trading of wood products and exploring new opportunities.
The consideration of the Disposal was arrived after arm’s length negotiation between the Company and the Purchaser on normal commercial terms, after taking into account, among others, (i) the historical loss-making position and negative operating cashflow of the Disposal Group for the two financial years ended December 31, 2023 and 2024; (ii) the valuation of the entire equity interest of the Disposal Group as at May 31, 2025 of $0, prepared by an independent professional valuer; and (iii) the unaudited consolidated net liability position of Disposal Group as at May 31, 2025 of approximately $6 million.
Having considered the aforesaid, the Directors are of the view that the terms of the Disposal are fair and reasonable. The Disposal was approved by the Board on June 30, 2025.
The financial statements of the Group as of and for the year ended December 31, 2024, and the accompanying notes thereto, are incorporated herein by reference. The unaudited pro forma balance sheet of the remaining Group as of May 31, 2025 and the unaudited pro forma profit & loss statement of the remaining Group for the year ended December 31, 2024, are filed as Exhibit 99.1 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.
EXHIBITS
SIGNATURES
| Nature Wood Group Limited | ||
| By: | /s/ Hok Pan Se | |
| Name: | Hok Pan Se | |
| Date: July 3, 2025 | Title: | Director |
Exhibit 99.1
NATURE
WOOD GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF MAY 31, 2025
(In U.S. dollars)
|
Nature Wood Group Limited and Subsidiaries |
Manufacturing Segment Disposition |
Pro Forma Consolidated |
||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment, net | 3,399,254 | (1,552,100 | ) | 1,847,154 | ||||||||
| Right-of-use assets, net | 549,688 | (427,688 | ) | 122,000 | ||||||||
| Intangible assets, net | 11,498,344 | (11,498,344 | ) | - | ||||||||
| Total non-current assets | 15,447,286 | (13,478,132 | ) | 1,969,154 | ||||||||
| Current assets | ||||||||||||
| Inventories | 4,819,611 | - | 4,819,611 | |||||||||
| Prepayments | 8,284,237 | (983,562 | ) | 7,300,675 | ||||||||
| Trade and other receivables, net | 3,809,473 | (1,686,071 | ) | 2,123,402 | ||||||||
| Prepaid income tax | 337,661 | (264,971 | ) | 72,690 | ||||||||
| Amounts due from Disposal Group | - | - | 5,398,126 |
|||||||||
| Restricted bank deposits | 472,682 | - | 472,682 | |||||||||
| Cash and bank balances | 193,355 | - | 193,355 | |||||||||
| Total current assets | 17,917,019 | (2,934,604 | ) | 20,380,541 | ||||||||
| Total assets | 33,364,305 | (16,412,736 | ) | 22,349,695 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 3,043,927 | (1,049,376 | ) | 1,994,551 | ||||||||
| Contract liabilities | 2,015,588 | (18,407 | ) | 1,997,181 | ||||||||
| Bank borrowings | 7,230,823 | (779,785 | ) | 6,451,038 | ||||||||
| Other borrowings | 1,188,400 | - | 1,188,400 | |||||||||
| Amounts due to remaining Group | - |
(5,398,126 |
) | - |
||||||||
| Amounts due to an ultimate beneficial shareholder | 2,629,369 | (2,690,698 | ) | (61,329 | ) | |||||||
| Lease liabilities | 121,335 | (81,176 | ) | 40,159 | ||||||||
| Total current liabilities | 16,229,442 | (10,017,568 | ) | 11,610,000 | ||||||||
| Net current assets | 1,687,577 | 7,082,964 | 8,770,541 | |||||||||
| Non-current liabilities | ||||||||||||
| Amounts due to an ultimate beneficial shareholder | 12,300,493 | (12,300,493 | ) | - | ||||||||
| Lease liabilities | 462,110 | (371,406 | ) | 90,704 | ||||||||
| Total non-current liabilities | 12,762,603 | (12,671,899 | ) | 90,704 | ||||||||
| Total liabilities | 28,992,045 | (22,689,467 | ) | 11,700,704 | ||||||||
| Capital and reserves | ||||||||||||
| Share capital | 132,425 | (12,809 | ) | 119,616 | ||||||||
| Capital reserves | 30,052,790 | - | 30,052,790 | |||||||||
| Accumulated comprehensive losses | (25,812,955 | ) | 6,289,540 | (19,523,415 | ) | |||||||
| Total equity | 4,372,260 | 6,276,731 | 10,648,991 | |||||||||
| Total liabilities and equity | 33,364,305 | (16,412,736 | ) | 22,349,695 | ||||||||
NATURE WOOD GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(In U.S. dollars)
|
Nature Wood Limited and Subsidiaries |
Manufacturing Segment Disposition |
Note |
Pro Forma Adjustments |
Pro Forma Consolidated |
||||||||||||||
| Revenue | 21,539,347 | (5,536,851 | ) | - | 16,002,496 | |||||||||||||
| Cost of revenue | (16,282,109 | ) | 5,380,635 | (a) | (947,547 | ) | (11,849,021 | ) | ||||||||||
| Gross profit | 5,257,238 | (156,216 | ) | (947,547 | ) | 4,153,475 | ||||||||||||
| Net foreign exchange losses | (226,656 | ) | (23,689 | ) | - | (250,345 | ) | |||||||||||
| Other income, net | 492,700 | (502,951 | ) | - | (10,251 | ) | ||||||||||||
| Impairment loss recognized on property, plant and equipment | (794,986 | ) | 794,986 | (b) | (794,986 | ) | (794,986 | ) | ||||||||||
| Impairment loss recognized on intangible assets | (3,643,422 | ) | 3,643,422 | - | - | |||||||||||||
| Selling and distribution expenses | (3,643,587 | ) | 399,269 | - | (3,244,318 | ) | ||||||||||||
| Administrative expenses | (5,319,384 | ) | 3,126,960 | (c) | (972,213 | ) | (3,164,637 | ) | ||||||||||
| Finance income | 13,361 | - | - | 13,361 | ||||||||||||||
| Finance costs | (937,308 | ) | 231,954 | - | (705,354 | ) | ||||||||||||
| Loss before income tax | (8,802,044 | ) | 7,513,735 | (2,714,746 | ) | (4,003,055 | ) | |||||||||||
| Income tax credits | 73,515 | 7,568 | - | 81,083 | ||||||||||||||
| Loss for the year | (8,728,529 | ) | 7,521,303 | (2,714,746 | ) | (3,921,972 | ) | |||||||||||
| Other comprehensive loss: | ||||||||||||||||||
| Exchange difference arising from translation of foreign operations | (345,067 | ) | 121,289 | - | (223,778 | ) | ||||||||||||
| Other comprehensive loss | (345,067 | ) | 121,289 | - | (223,778 | ) | ||||||||||||
| Total comprehensive loss for the year | (9,073,596 | ) | 7,642,592 | (2,714,746 | ) | (4,145,750 | ) | |||||||||||
NOTE 1 –INTRODUCTION
On June 30, 2025, Nature Wood Group Limited (the “Company”) entered into a sale and purchase agreement (“Disposition”) with Bright Sunrise Limited (the “Purchaser”). Pursuant to the Disposition, the Purchaser agreed to purchase Peru Forestry Management Co., Limited (“ PFM”), a wholly owned subsidiary of the Company, for cash consideration of USD1 (the “Purchase Price”). Upon closing of the transaction contemplated by the Disposition, the Company will no longer have control over PFM. We refer to the foregoing transactions contemplated by the sale and purchase agreement collectively as the “Transaction”.
Basis of Presentation
The unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth to in the notes to the unaudited pro forma financial statements. The unaudited pro forma profit & loss statement and other comprehensive income for the year ended December 31, 2024 presented below are derived from the historical financial statements of the Company, adjusted to give effect to the Transaction. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and the respective history financial information from which it was derived, including:
| (1) | The historical financial statements and the accompanying notes of the Company as of and for the five months ended May 31, 2025. |
| (2) | The historical financial statements and the accompanying notes of the Company as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on May 1, 2025. |
The unaudited pro forma consolidated statement of financial position as of May 31, 2025 gives effect to the Transaction as if it had occurred on May 31, 2025. The unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024 gives effect to the Transaction as if occurred on January 1, 2024 and carried forward through the twelve months ended Dec 31, 2024.
The pro forma adjustments are preliminary and have been made solely for informational purposes. The unaudited pro forma consolidated financial statements are not intended to represent and does not purport to be indicative of what the combined financial condition or results of operations of the Company would have been had the Transaction been completed on the applicable dates. In addition, the pro forma financial statements do not purport to project the future financial condition and results of operations of the Company. In the opinion of management, all necessary adjustments to the unaudited pro forma consolidated financial statements have been made.
NOTE 2 – PRO FORMA RECLASSIFICATION AND ADJUSTMENTS
The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the disposal results of Disposition. The unaudited pro forma consolidated financial statements do not reflect the non-recurring cost of any integration activities or benefits from the Disposition including potential synergies that may be generated in future periods.
The unaudited pro forma consolidated statement of financial position as of December 31, 2024 reflects the following transaction accounting adjustments related to the Disposition:
| (a) | The removal of write-down of inventories under Manufacturing Segment from the historical information presented which was not included in the Disposition. |
| (b) | The removal of impairment loss recognised on property, plant and equipment under Manufacturing Segment from the historical information presented which was not included in the Disposition. |
| (c) | The removal of impairment of prepayments under Manufacturing Segment from the historical information presented which was not included in the Disposition. |