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Correspondence 0001493152-23-029859 from Nature Wood Group Ltd (NWGL) (CIK 0001948294) (NWGL)

Nature Wood Group Ltd (NWGL) (CIK 0001948294)
Date: Aug. 22, 2023 · CIK: 0001948294 · Accession: 0001493152-23-029859

AI Filing Summary & Sentiment

Referenced dates: August 22, 2023

Date
Aug. 22, 2023
Author
/s/
Form
CORRESP
Company
Nature Wood Group Ltd (NWGL) (CIK 0001948294)

Letter

Via EDGAR Division of Corporation Finance Office of Trade & Services Re: Nature Wood Group Limited (the “Company”) Amendment No. 1 to Registration Statement on Form F-1 Submitted August 4, 2023 CIK No. 0001948294

Dear SEC Officers:

We hereby provide a response to the comments issued in a letter dated August 22, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “F-1”). Contemporaneously, we are publicly filing a revised F-1 via EDGAR (the “F-1/A”).

In order to facilitate the review by the Commission’s staff (the “Staff”) of the F-1/A, we have responded to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment 1 to Form F-1 filed August 4, 2023

Dilution, page 46

1. Your disclosure indicates that you have deducted offering expenses from your adjusted net tangible book value in both of the dilution tables presented on page 46. Given the capitalization disclosures on page 45, it appears the net tangible book value you presented in your dilution disclosures and calculations does not exclude offering expenses. Please revise your dilution disclosures accordingly.

Response: We respectfully advise the Staff that we have revised pages 45 and 46 of the F-1/A to revise disclosure relating to capitalization and dilution.

Please reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,
/s/
Hok Pan Se

Show Raw Text
CORRESP
1
filename1.htm

NATURE
WOOD GROUP LIMITED

Avenida
da Amizade no. 1287

Chong
Fok Centro Comercial, 13 E

Macau
S.A.R

Via
EDGAR

August
22, 2023

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
Nature Wood Group Limited (the “Company”)

Amendment
No. 1 to Registration Statement on Form F-1

Submitted
August 4, 2023

CIK
No. 0001948294

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated August 22, 2023 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “F-1”). Contemporaneously, we are publicly
filing a revised F-1 via EDGAR (the “F-1/A”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the F-1/A, we have responded to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment
1 to Form F-1 filed August 4, 2023

Dilution,
page 46

    1.
    Your
    disclosure indicates that you have deducted offering expenses from your adjusted net tangible book value in both of the dilution
    tables presented on page 46. Given the capitalization disclosures on page 45, it appears the net tangible book value you presented
    in your dilution disclosures and calculations does not exclude offering expenses. Please revise your dilution disclosures accordingly.

Response:
We respectfully advise the Staff that we have revised pages 45 and 46 of the F-1/A to revise disclosure relating to capitalization and
dilution.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Hok Pan Se

    Nature
    Wood Group Limited

    Director

    Encl.