UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 2025
Commission File No. 001-41772
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
(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 ☐
Information Contained in this Form 6-K Report
On August 31, 2025, ESGL Holdings Limited (“ESGL”) entered into a letter of extension with De Tomaso Automobili Holdings Limited (“De Tomaso”) pursuant to which ESGL and De Tomaso agreed to extend the term of the share purchase agreement between the parties from July 31, 2025 to October 31, 2025.
A copy of the form of letter of extension entered into by the parties is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Furnished as Exhibit 99.1 hereto is a copy of the press release issued by ESGL and De Tomaso on September 8, 2025 relating to the extension.
Exhibits
Exhibit No. |
Description |
|
| 10.1 | Form of Letter of Extension | |
|
99.1 |
Press Release |
SIGNATURE
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.
| ESGL Holdings Limited | ||
| By: | /s/ Ho Shian Ching | |
| Name: | Ho Shian Ching | |
| Title: | Chief Financial Officer | |
| Dated: September 10, 2025 | ||
Exhibit 10.1
LETTER OF EXTENSION OF LONG STOP DATE
31 Aug 2025
De Tomaso Automobili Holdings Limited
The Grand Pavilion Commercial Centre
802 West Bay Road, Grand Cayman
Cayman Islands
De Tomaso Automobili Holdings Limited
Trust Company Complex
Ajeltake Road, Ajeltake Island, Majuro
Republic of the Marshall Islands MH 96960
Ideal Team Ventures
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola, VG1110
British Virgin Islands
RE: Extension of Long Stop Date of the Share Purchase Agreement Dated 26 February 2025
Dear Sirs,
Reference is made to the share purchase agreement in relation to the proposed acquisition of all the outstanding shares of De Tomaso Automobili Holdings Limited by ESGL Holdings Limited (the “Purchaser”) dated 26 February 2025 entered into by you and the Purchaser (the “Agreement”).
Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Letter of Intent.
For the purposes of the Agreement, including without limitation Clause 5 (Conditions to Closing) thereof, we hereby propose and seek your agreement that the long stop date of the Agreement be extended for three months from 31 July 2025 to 31 October 2025, so that Clause 5.4 of the Agreement as amended should read as follows:
“Unless otherwise agreed among the Parties in writing, if the conditions contained in Clause 5.1 have not been fulfilled or waived on or before 31 October 2025, this Agreement shall automatically terminate (other than the Surviving Provisions which shall remain binding on the Parties) and the obligation of ESGL to purchase, and the obligation of the De Tomaso Shareholders to sell, the Sale Shares shall cease. In such event, each of the Parties shall cease to have any rights or obligations under this Agreement, save for the accrued rights or liabilities of any Party to any other Party in respect of the terms herein at or before such termination.”
Except as expressly amended by this letter, all of the terms in the Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
This letter shall be governed by and construed in accordance with the laws of Singapore, without reference to its conflict of laws provisions. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this letter.
Please acknowledge and signify your agreement to the terms set forth in this letter by countersigning a copy of this letter and return an executed copy to the attention of QUEK Leng Chuang.
[The remainder of the page is intentionally left blank]
|
|
| Yours faithfully, | |
| EXECUTED AS A DEED | |
| for and on behalf of | |
| ESGL Holdings Limited | |
| QUEK Leng Chuang | |
| Chairman and CEO | |
| in the presence of: | |
| LAW Beng Hui |
|
|
| Agreed to and accepted by: | |
| EXECUTED AS A DEED | |
| for and on behalf of | |
| De Tomaso Automobili Holdings Limited (Cayman Islands) | |
| CHOI Sung Fung | |
| Director | |
| in the presence of: | |
| Diana MAJCHER | |
| EXECUTED AS A DEED | |
| for and on behalf of | |
| De Tomaso Automobili Holdings Limited (Marshall Islands) | |
| CHOI Sung Fung | |
| Director | |
| in the presence of: | |
| Diana MAJCHER | |
| EXECUTED AS A DEED | |
| for and on behalf of | |
| Ideal Team Ventures Limited | |
| CHOI Sung Fung | |
| Director | |
| in the presence of: | |
| Diana MAJCHER |
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
ESGL and De Tomaso Extend Term of Merger Agreement, Reaffirming Commitment to Business Combination
SINGAPORE – 8 September, 2025 – ESGL Holdings Limited (NASDAQ: ESGL) (“ESGL”), a sustainability-focused holding company, today announced that it has extended the term of the merger agreement with De Tomaso Automobili (“De Tomaso”), a heritage ultra-luxury performance automobile brand. The extension underscores the continued commitment of both parties to completing the proposed business combination. The updated term of the merger agreement reflects a revised long stop date of 31 October 2025.
The merger is currently in the later stages of Nasdaq review, with the closing anticipated to occur promptly following Nasdaq approval.
“We remain fully aligned with De Tomaso and are jointly committed to closing this transformative merger,” said Quek Leng Chuang, Chief Executive Officer of ESGL. “This business combination represents a unique opportunity to deliver long-term shareholder value.”
“De Tomaso stands behind our partnership with ESGL,” said Norman Choi, Chief Executive Officer of De Tomaso Automobili. “This extension reflects our mutual commitment to complete the merger and build a strong, value-driven public company together.”
The extended term of the merger agreement reflects the intent of both parties to proceed to closing and unlock new growth opportunities as a combined entity.
About De Tomaso Automobili
Founded in 1959 by Alejandro de Tomaso, De Tomaso is a historic Italian luxury sports car manufacturer known for iconic models such as the Pantera, Mangusta, and Vallelunga. Revived in recent years under new ownership, De Tomaso is committed to artisanal, coachbuilt manufacturing and producing limited-run vehicles that blend classic design with modern performance.
About ESGL Holdings Limited
ESGL Holdings Limited is a Singapore-based carbon-neutral enviro-tech company dedicated to transforming industrial waste into circular products. With a commitment to sustainable waste management solutions, ESGL is a leading player in the environmental solutions industry. ESGL conducts all its operations through its operating entity incorporated in Singapore, Environmental Solutions (Asia) Pte. Ltd. For more information, including the Company’s filings with the SEC, please visit https://esgl.asia.
Investor Relations Contact:
ESGL Holdings Limited
Investor Relations Department
Email: ir@esgl.asia
Phone: +65 6653 2299
Forward-Looking Statements
Certain statements in this press release may be considered to contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ESGL management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
A further list and description of risks and uncertainties can be found in documents filed with the Securities and Exchange Commission (“SEC”) by ESGL and other documents that we may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except as required by law.