6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

ForApril 2026

Commission File No. 001-41772

OIOGroup

101Tuas South Avenue 2

Singapore637226

(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 ☐

InformationContained in this Form 6-K Report

LetterAmendment Relating to Transaction Structure:

On April 9, 2026, OIO Group (formerly known as ESGL Holdings Limited) (the “Company”), entered into a letter amendment (the “Letter Amendment”) with De Tomaso Automobili Holdings Limited (“De Tomaso”) and the other parties to the share purchase agreement dated February 26, 2025, as amended, relating to the proposed acquisition of all of the outstanding shares of De Tomaso by the Company.

The Letter Amendment clarifies that, in connection with the anticipated closing of the proposed business combination and the intended Nasdaq listing, the Company may implement a share consolidation, if and to the extent determined appropriate, as part of the transaction structure and listing process. The Letter Amendment further provides that any such share consolidation would be effected in accordance with applicable Nasdaq requirements and related corporate action procedures, with the final ratio to be determined by the Company’s board of directors, taking into account prevailing market conditions and applicable regulatory considerations.

The Letter Amendment also provides that, following any such share consolidation, the consideration shares to be issued to the De Tomaso shareholders upon closing will be adjusted on a proportionate basis such that there will be no change to the overall economic value of the transaction. In addition, the parties acknowledged in the Letter Amendment that the clarification is intended to facilitate alignment of the transaction structure and listing process in connection with the anticipated closing of the proposed business combination. The Company believes the Letter Amendment enhances clarity regarding the anticipated transaction mechanics and supports alignment of the closing steps for the proposed business combination and related listing process.

The proposed business combination remains subject to the satisfaction or waiver of the conditions set forth in the share purchase agreement, including customary closing conditions and applicable regulatory and listing-related matters, and there can be no assurance that the proposed business combination will be completed.

The foregoing description of the Letter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the signed Letter Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Exhibits

Exhibit No.	Description
10.1	Letter Amendment dated April 9, 2026.

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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.

	OIO Group
	By:	/s/ Ho Shian Ching
	Name:	Ho<br> Shian Ching
	Title:	Chief<br> Financial Officer
Dated:<br> April 10, 2026

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Exhibit10.1

LETTERON OIO GROUP SHARE CONSOLIDATION

9 April 2026

DeTomaso Automobili Holdings Limited

The Grand Pavilion Commercial Centre

802 West Bay Road, Grand Cayman

Cayman Islands

DeTomaso Automobili Holdings Limited

Trust Company Complex

Ajeltake Road, Ajeltake Island, Majuro

Republic of the Marshall Islands MH 96960

IdealTeam Ventures

Vistra Corporate Services Centre

Wickhams Cay II

Road Town, Tortola, VG1110

British Virgin Islands

RE:OIO Group (formerly ESGL Holdings Limited) Share Consolidation

Dear Sirs,

1.	Reference<br> is made to (i) the share purchase agreement (the “Agreement”) in relation to the proposed acquisition of all the<br> outstanding shares of De Tomaso Automobili Holdings Limited by OIO Group (formerly ESGL Holdings Limited) (the “Purchaser”)<br> dated 26 February 2025 entered into by you and the Purchaser (the “Matter”), and (ii) the extension letters dated<br> 1 August 2025, 31 December 2025 and 31 January 2026, pursuant to which the long stop date is 30 April 2026.
2.	Capitalized<br> terms used but not defined in this letter shall have the meaning ascribed to such terms in the Agreement.
3.	In<br> connection with the anticipated Closing of the proposed business combination and the intended Nasdaq listing, the Purchaser may implement a share consolidation (reverse stock split), if and to the extent determined appropriate, as part of the transaction structure and listing process.
	Any<br> such share consolidation would be effected in accordance with applicable Nasdaq requirements, and related corporate action procedures.<br> The ratio of any such share consolidation shall be determined by the Board of Directors of the Purchaser immediately prior to effectiveness,<br> taking into account prevailing market conditions and applicable regulatory considerations.
	Following<br> any such share consolidation, the Consideration Shares to be issued to the De Tomaso Shareholders upon Closing shall be adjusted<br> on a proportionate basis, with no change to the overall economic value of the transaction.
	The<br> Parties acknowledge that this clarification is intended to facilitate alignment of the transaction structure and listing process<br> in connection with the anticipated Closing.
4.	Except<br> as expressly amended by this letter, all of the terms in the Agreement, as previously amended or supplemented, shall remain unchanged<br> and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
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5.	This<br> letter shall be governed by and construed in accordance with the laws of Singapore, without reference to its conflict of laws provisions.<br> Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person<br> or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this letter.
6.	Please<br> acknowledge and signify your agreement to the terms set forth in this letter by countersigning a copy of this letter and return an<br> executed copy to the attention of QUEK Leng Chuang.

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Yours faithfully,

EXECUTED AS A DEED

for and on behalf of

OIOGroup

/s/QUEK Leng Chuang
QUEK Leng Chuang
Chairman and CEO

in the presence of:

/s/LAW Beng Hui
LAW Beng Hui

Agreed to and accepted by:

EXECUTED AS A DEED

for and on behalf of

DeTomaso Automobili Holdings Limited (Cayman Islands)

/s/CHOI Sung Fung
CHOI Sung Fung
Director

in the presence of:

/s/Diana MAJCHER
Diana MAJCHER
EXECUTED<br> AS A DEED
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for<br> and on behalf of
De Tomaso Automobili Holdings Limited (Marshall Islands)
/s/ CHOI Sung Fung
CHOI<br> Sung Fung
Director
in<br> the presence of:
/s/ Diana MAJCHER
Diana<br> MAJCHER
EXECUTED<br> AS A DEED
for<br> and on behalf of
Ideal Team Ventures Limited
/s/ CHOI Sung Fung
CHOI<br> Sung Fung
Director
in<br> the presence of:
/s/ Diana MAJCHER
Diana<br> MAJCHER