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United States securities and exchange commission logo





                               December 15, 2022

       Kam Pang Chim
       Chief Financial Officer
       Nature Wood Group Ltd
       Avenida da Amizade no. 1287
       Chong Fok Centro Comercial, 13 E
       Macau S.A.R

                                                        Re: Nature Wood Group
Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
18, 2022
                                                            CIK No. 0001948294

       Dear Kam Pang Chim:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   Clearly disclose how
you will refer to the holding company, subsidiaries, and other
                                                        entities when providing
the disclosure throughout the document so that it is clear to
                                                        investors which entity
the disclosure is referencing and which subsidiaries or entities are
                                                        conducting the business
operations. Refrain from using terms such as    we    or    our    when
                                                        describing activities
or functions of a subsidiary or other entity. For example, disclose, if
                                                        true, that your
subsidiaries and/or other entities conduct operations in China, that the other
                                                        entity is consolidated
for accounting purposes but is not an entity in which you own
                                                        equity, and that the
holding company does not conduct operations. Disclose clearly the
 Kam Pang Chim
Nature Wood Group Ltd
December 15, 2022
Page 2
         entity (including the domicile) in which investors are purchasing an
interest.
2.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings or settle amounts owed under
applicable agreements.
         State whether any transfers, dividends, or distributions have been
made to date between
         the holding company, its subsidiaries, and consolidated entities, or
to investors, and
         quantify the amounts where applicable.
Prospectus Summary, page 1

3.       We note that your Risk Factors discussion is greater than fifteen
pages, and that you have
         included bulleted lists of certain risk factors under Prospectus
Summary. Please revise the
         bulleted lists so that the Summary of Risk Factors is a clearly marked
section that is also a
         series of concise, bulleted or numbered statements that is no more
than two pages
         summarizing the principal factors that make an investment in the
registrant or offering
         speculative or risky. See Item 105(b) of Regulation S-K.
Risk Factors, page 12

4.       We note recent instances of extreme stock price run-ups followed by
rapid price declines
         and stock price volatility seemingly unrelated to company performance
following a
         number of recent initial public offerings, particularly among
companies with relatively
         smaller public floats. Revise to include a separate risk factor
addressing the potential for
         rapid and substantial price volatility and any known factors
particular to your offering that
         may add to this risk and discuss the risks to investors when investing
in stock where the
         price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
         may be unrelated to your actual or expected operating performance and
financial
         condition or prospects, making it difficult for prospective investors
to assess the rapidly
         changing value of your stock.
Use of Proceeds, page 42

5.     We note that you intend to use a significant portion of the proceeds
from this offering
       for acquisition of concession rights and forest-related business as well
as acquisition of
       factories in Europe or South America and development of new products. If
the proceeds
       are being used directly or indirectly to acquire assets, other than in
the ordinary course of
       business, briefly describe the assets and their cost. If the assets will
be acquired from
       affiliates of the company or their associates, disclose the persons from
whom they will be
       acquired and how the cost to the company will be determined. If the
proceeds may or will
       be used to finance acquisitions of other businesses, give a brief
description of such
FirstName LastNameKam Pang Chim
       businesses and information on the status of the acquisitions. Refer to
Item 3.C of Form 20-
Comapany
       F. NameNature Wood Group Ltd
December 15, 2022 Page 2
FirstName LastName
 Kam Pang Chim
FirstName LastNameKam
Nature Wood  Group Ltd Pang Chim
Comapany15,
December  NameNature
              2022     Wood Group Ltd
December
Page 3    15, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
51

6.       We note your disclosure that inflation "significantly raised diesel
prices, electricity fees as
         well as employee base salary, had an impact on [y]our costs of
operation." Please update
         your disclosure to identify actions planned or taken, if any, to
mitigate inflationary
         pressures.
7.       Please discuss whether supply chain disruptions materially affect your
outlook or business
         goals. Specify whether these challenges have materially impacted your
results of
         operations or capital resources and quantify, to the extent possible,
how your sales, profits,
         and/or liquidity have been impacted.
Business, page 60

8.       We note your disclosure that you have "maintained a good relationship
with the suppliers
         and [have] not experienced any difficulties in obtaining supplies of
raw materials." Please
         disclose whether you have contracts with your suppliers and the
material terms of such
         contracts. Please file any material contract as an exhibit to your
registration statement.
Management, page 85

9.       We note that you have disclosed executive compensation on an aggregate
basis. Please
         revise disclosure to include executive compensation on an individual
basis. Refer to Item
         6.B on Form 20-F.
Significant Related Party Transactions, page F-36

10.      We note your disclosure on page F-36 regarding "transactions with
related parties."
         Section 402 of the Sarbanes-Oxley Act of 2002 prohibits public
companies from
         extending or maintaining credit in the form of personal loans to or
for any director or
         executive officer. To the extent necessary, revise disclosure to
clearly state the nature of
         any existing arrangements and also disclose the action that will be
taken to ensure any
         applicable arrangements will be extinguished prior to the completion
of the initial public
         offering.
       You may contact Melissa Gilmore at 202-551-3777 or Mindy Hooker at
202-551-3732 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any
other questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Manufacturing
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