OIO Group 6-K, filed Nov 6, 2025
OIO Group (OIO)
About this 6-K
OIO Group filed this 6-K on November 6, 2025.
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 November 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 October 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 October 31, 2025 to December 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.
Exhibits
Exhibit No. |
Description | |
| 10.1 | Form of Letter of Extension |
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: November 6, 2025 | ||
Exhibit 10.1
LETTER OF EXTENSION OF LONG STOP DATE
31 October 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”), and (ii) the extension letter dated 1 August 2025.
Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Agreement.
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 further extended for two months from 31 October 2025 to 31 December 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 December 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]
| 1 |
| 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 |
| 2 |
| 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 |
| 3 |