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 ~~October~~November 2024

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): ☐

~~This~~Driven ~~current~~by ~~report~~the ongoal ~~Form~~to ~~6-K~~diversify isits ~~being~~product ~~filed~~offerings, to ~~disclose~~mitigate ~~the~~its ~~home~~operational ~~country~~risks ~~rule~~and ~~exemption~~to ofbetter serve the global market, Nature Wood Group Limited (the “Company”) announces its strategic plan to enter into the decorative plywood market. The ~~that~~decorative itplywood ~~intends~~market is substantial on a global scale, encompassing sectors such as residential and commercial construction, furniture manufacturing, and interior design. To support this initiative, on September 23, 2024, Nuevo San Martin S.A.C., a subsidiary of the Company, entered into a rental agreement (the “Rental Agreement”) for the leasing of a manufacturing facility located in Pucallapa, Peru. The Rental Agreement will allow the Company to ~~dispense~~establish ~~with~~a ~~holding~~dedicated factory anfor ~~annual~~the ~~general~~production ~~meeting~~of decorative plywood. In addition, as announced in the Form 6-K of the Company dated March 4, 2024, we projected a revenue of $45 million for the fiscal year ~~ended~~2024. ~~December~~However, 31it is anticipated that we will not be able to meet this projection due to, ~~2023~~among other things, (i) the downturn in property market in China, the Russia-Ukraine war and the Israel-Palestine conflict which continues to affect the home building and home renovation products market; (ii) shifting the market focus to Southeast Asia and America and developing the decorative plywood market; and (iii) slower-than-expected recovery of the hardwood market. In response to the change in market trends and as part of our cost control measures, the Company has strategically suspended operations at its existing facility in Iberia, Peru. By relocating and enhancing its production capabilities, the Company aims to position itself more competitively in the decorative plywood sector.

As a company incorporated in the British Virgin Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to the Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3), a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series.

Ogier, the counsel to the Company as to the laws of British Virgin Islands, has provided a letter of confirmation, as required by the Nasdaq Stock Market, confirming that the governance practices adopted by the Company, in lieu of those Nasdaq corporate governance requirements where it is electing to follow local country laws and regulations (as referenced above), are compliant with the provisions of the laws of the British Virgin Islands and its amended and restated memorandum and articles of association in connection with dispensing with holding an annual general meeting for the fiscal year ended December 31, 2023.

A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.

EXHIBITS

Exhibit No.		Description
99.1		Home Country Rule Exemption Letter dated October 8, 2024

SIGNATURES

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

	Nature Wood Group Limited
	By:	/s/ Hok Pan Se
	Name:	Hok Pan Se
Date: October 8, 2024	Title:	Director
Date: November 12, 2024	Title:	Director

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