Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Nature Wood Group Limited (Name of Issuer) |
American Depositary Shares, each representing eight Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
63903R106 (CUSIP Number) |
Lawrence S. Venick, Esq. 2206-19 Jardine House, 1 Connaught Place, Central Hong Kong, K3, 000000 852-3923-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 63903R106 |
| 1 |
Name of reporting person
Wing Luk CHAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on November 16, 2023 (the "Original Schedule 13D"). This Amendment No. 1 is being filed to reflect the disposition of the Reporting Person's entire beneficial ownership of ordinary shares of Nature Wood Group Limited (the "Issuer") pursuant to a share purchase agreement dated October 22, 2025. Except as specifically amended hereby, all information set forth in the Original Schedule 13D remains unchanged and is incorporated herein by reference.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
American Depositary Shares, each representing eight Ordinary Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
Nature Wood Group Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Avenida da Amizade no. 1287, Chong Fok Centro Comercial, 13E, Macau,
MACAU
, 000000. | |
Item 1 Comment:
This Amendment No. 1 relates to the ordinary shares, par value US$0.001 per share (the "Ordinary Shares"), of Nature Wood Group Limited, a company incorporated in the British Virgin Islands (the "Issuer"). The Issuer's American depositary shares ("ADSs"), each representing eight Ordinary Shares, are listed on The Nasdaq Capital Market under the symbol "NWGL." The Reporting Person held Ordinary Shares directly and did not hold ADSs. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information below describes the source of funds used for the Reporting Person's original acquisition of the Ordinary Shares. On September 28, 2020, the Reporting Person and the Issuer entered into a subscription agreement, pursuant to which the Issuer agreed to issue and the Reporting Person agreed to subscribe for convertible bond in the principal amount of HK$45,035,479. On July 1, 2021, the Reporting Person and Mr. Hok Pan Se entered into a sale and purchase agreement, pursuant to which the Reporting Person agreed to sell and Mr. Se agreed to buy the convertible bond of the Issuer in the principal amount of HK$10,000,000. On September 13, 2023, the Reporting Person elected to convert all outstanding convertible bond of the Issuer in the principal amount of HK$35,035,479 into ordinary shares, resulting in the issuance of 7,516,484 ordinary shares on October 9, 2023. | ||
| Item 4. | Purpose of Transaction | |
On October 22, 2025, the Reporting Person disposed of all of his 7,516,484 Ordinary Shares of Nature Wood Group Limited (the "Issuer") pursuant to a share purchase agreement dated October 22, 2025 (the "Share Purchase Agreement"). The transaction formed part of a broader private sale by the Reporting Person and certain other existing shareholders (collectively, the "Sellers") to a group of purchasers (collectively, the "Purchasers") involving an aggregate of 114,974,179 Ordinary Shares, representing approximately 86.82% of the Issuer's issued and outstanding Ordinary Shares. Following completion of the sale, the Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities. The Reporting Person has no present plans or proposals that relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of this Amendment No. 1. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of October 22, 2025, the Reporting Person beneficially owns 0 Ordinary Shares of the Issuer, representing 0 % of the Issuer's total outstanding Ordinary Shares. | |
| (b) | The Reporting Person has no sole or shared power to vote or to dispose of any Ordinary Shares. | |
| (c) | Except as described below, the Reporting Person has not effected any transactions in the Ordinary Shares of the Issuer during the sixty days preceding the date of this filing. On October 22, 2025, the Reporting Person disposed of 7,516,484 Ordinary Shares of the Issuer in a private, off-market transaction pursuant to the Share Purchase Agreement, at a price of US$0.0592 per Ordinary Share. | |
| (d) | As of October 22, 2025, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares beneficially owned by the Reporting Person. | |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the class of Ordinary Shares on October 22, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except for the Share Purchase Agreement described in Item 4 above, as of October 22, 2025, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person or between the Reporting Person and any other person, with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Share Purchase Agreement dated October 22, 2025 among Nature Wood Group Limited's certain existing shareholders, including the Reporting Person, as sellers, and TUTU Business Services Limited and certain other purchasers. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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