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
January 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
Private
Placement
On
January 17, 2025, ESGL Holdings Limited (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”)
with certain accredited investors named therein (the “Purchasers”), pursuant to which the Company shall issue in a private
placement an aggregate of 37,500,000 ordinary shares to the Purchasers at a purchase price of US$0.80 per share. The first closing of
the private placement occurred on January 18, 2025 pursuant to which the Company issued 375,000 ordinary shares and received gross proceeds
of $375,000. The second closing under the Purchase Agreement shall occur on or before April 22, 2025 pursuant to which the Company shall
issue 37,125,000 ordinary shares to the Purchasers for an aggregate purchase price of $29,700,000. The Company shall use approximately
20% of the net proceeds received pursuant to the Purchase Agreement for working capital and approximately 80% for strategic mergers and
acquisitions.
The
ordinary shares were issued and sold by the Company in a private placement pursuant to the exemption provided in Section 4(a)(2) under
the United States Securities Act of 1933, as amended (the “Securities Act”). As soon as practicable following the second
closing and the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, the Company shall use
its commercially reasonable efforts to prepare and file a registration statement with the Securities and Exchange Commission registering
the ordinary shares for resale on behalf of the Purchasers. The Company also agreed to use its commercially reasonable efforts to cause
such registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall
use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the
date that all of the shares covered by such registration statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may
be sold without volume or manner-of-sale restrictions pursuant to Rule 144.
The
foregoing description of the Purchase Agreement does not purport to describe all of the terms and provisions thereof and is qualified
in its entirety by reference to the form of Purchase Agreement which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Exhibits
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.
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ESGL
Holdings Limited |
| |
|
|
| |
By: |
/s/
Ho Shian Ching |
| |
Name: |
Ho
Shian Ching |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| Dated:
January 22, 2025 |
|
|
Exhibit
10.1
Execution
Copy
SHARE
PURCHASE AGREEMENT
This
Share Purchase Agreement (this “Agreement”), dated as of 17 January, 2025, is by and between ESGL Holdings
Limited, a Cayman Islands exempted company (the “Company”), and the Purchaser set forth on the signature page hereto.
Each of the Purchaser and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”.
W
I T N E S S E T H:
WHEREAS,
the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, ordinary shares, par value $0.0001
per share (the “Ordinary Shares”), in accordance with the terms and provisions of this Agreement;
WHEREAS,
the Ordinary Shares offered and sold by the Company pursuant to the terms of this Agreement are sometimes referred to herein as the “Shares”;
and
WHEREAS,
the Shares are not registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and
are being offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in
Section 4(a)(2) thereof and/or Regulation D thereunder.
NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Company and the Purchaser agrees as follows:
ARTICLE
I
PURCHASE
AND SALE
Section
1.1 Issuance, Sale, and Purchase of Shares. Upon the following terms and conditions, the Company is offering to the Purchaser
37,500,000 ordinary shares at $0.80 per share, for a total potential consideration of $30,000,000.
Section
1.2 Purchase Price and Tranche Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell
to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms, and conditions
of this Agreement, the Purchasers agree to purchase the Shares as follows:
| 1. |
First
Tranche: |
| |
-
Date: January 22, 2025 |
| |
-
Shares: 375,000 |
| |
-
Proceeds: $300,000 |
| 2. |
Second
Tranche: |
| |
-
Date: April 22, 2025 |
| |
-
Shares: 37,125,000 |
| |
-
Proceeds: $29,700,000 |
The
Purchaser may close the second tranche in parts or request a 30-day extension, subject to the Company’s approval.
[Bank
details]
No
later than two (2) business days following the Closing, the Company shall cause its transfer agent to deliver to the Purchaser a copy
of the book-entry statement evidencing the Purchaser as the holder of such Shares.
Section
1.3 Closing Conditions.
The
obligations of the Company to issue and sell the Shares as contemplated by this Agreement shall be subject to the satisfaction, on or
before the applicable Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company
in its sole discretion:
(a)
All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Shares shall have
been completed and all corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Shares
shall have been completed.
(b)
The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct
on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Purchaser shall have
performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements,
covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the
Closing.
(c)
No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of,
or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial
in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental
authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation
of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial
in relation to the Company.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
Section
2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the
date hereof and as of each Closing Date, as follows:
(a)
Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own
and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company
nor any of its subsidiaries is in material violation or default of any of the provisions of its respective memorandum and articles of
association, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its
subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification,
except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to
carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of
the Company and its subsidiaries to conduct the business as is currently conducted.
(b)
Due Issuance of the Shares. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement,
the Shares will be validly issued, fully paid and non-assessable, and the Shares shall be free and clear of all encumbrances, except
as required by applicable laws, and issued in compliance with all applicable federal, securities laws.
(c)
Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate,
document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution
and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite
actions on its part.
(d)
Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and
the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or
court to which the Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery
by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance
by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law,
rule or regulation or any judgment, decree or order applicable to, or binding upon, it.
(e)
Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchaser in Sections 2.2(e)
and (f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions
contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent,
approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except
such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities
and Exchange Commission or Nasdaq.
(f)
No General Solicitation. Neither the Company nor any person or entity acting on behalf of the Company has offered or sold any
of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to “accredited
investors” within the meaning of Rule 501 under the Securities Act.
Section
2.2 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties
to the Company as of the date hereof:
(a)
Authority. The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate,
document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform his obligations hereunder.
The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder have
been duly authorized by all requisite actions on his part.
(b)
Valid Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the Purchaser’s legal,
valid and binding obligation, enforceable against him in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii)
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c)
Consents. Neither the execution and delivery by the Purchaser of this Agreement nor the consummation by the Purchaser of any of
the transactions contemplated hereby nor the performance by him of this Agreement in accordance with its terms requires the consent,
approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or
any third party, except as have been obtained, made or given.
(d)
No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by the Purchaser of any of the transactions
contemplated hereby, nor compliance by him with any of the terms and conditions hereof will contravene any existing agreement, federal,
state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, the Purchaser.
(e)
No General Solicitation. The Purchaser is not purchasing the Shares because of any general solicitation or general advertisement,
including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
(f)
Status and Investment Intent.
(i)
Experience. The Purchaser has sufficient knowledge and experience in financial and business matters to be capable of evaluating
the merits and risks of its investment in the Shares. The Purchaser is capable of bearing the economic risks of such investment, including
a complete loss of its investment.
(ii)
Purchase Entirely for Own Account. The Purchaser is acquiring the Shares for his own account for investment purposes only and
not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct
or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Shares in violation
of the Securities Act or other applicable laws.
(iii)
Investor Accredited Status. The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation
D of the Securities Act.
(iv)
Distribution Compliance Period. The Purchaser understands that the Shares are being offered in a transaction not involving any
public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or any
other securities laws of the United States or any other jurisdiction. Each Purchaser understands that his investment in the Shares involves
a high degree of risk and that he may lose its entire investment. Each acknowledges that the Shares may not be sold, hypothecated or
otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration
is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which
has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption
from the registration requirements of the Securities Act. In claiming any such exemption, the Purchaser will, prior to any sale or distribution
of any Shares advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance
satisfactory to the Company’s counsel, as to the applicability of such exemption to the proposed sale or distribution.
(v)
Restrictive Legend. The Purchaser understands that the certificate evidencing the Shares will bear a legend or other restriction
substantially to the following effect:
“THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION,
TRANSFER OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON
THE RECEIPT OF AN OPINION OF U.S. COUNSEL.”
(vi)
Direct Contact; No Broker. The contact between the Company and the Purchaser was made directly through an existing relationship.
No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in
connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Purchaser.
(g)
Not an Affiliate. The Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of
the Securities Act) of the Company.
ARTICLE
III
COVENANTS;
MISCELLANEOUS
Section
3.1 No Shorting or Lending of Shares. The Purchaser shall not (i) engage in any short-selling activities involving the Ordinary
Shares, or (ii) lend the Shares to any third party.
Section
3.2 Holding Period. The Purchaser acknowledges and agrees that the Shares may not be transferred or sold for at least a period
of six (6) months following the Closing Date without the prior written consent of the Company and subject to applicable U.S. federal
securities laws.
Section
3.3 Nasdaq Listing. The Company warrants that it shall undertake commercially reasonable efforts to remain commercially viable
and as a going-concern, so as to support the continued listing of its ordinary shares and public warrants on the Nasdaq Stock Market.
Section
3.4 Use of Proceeds. The Company shall use approximately 20% of the Purchase Price received pursuant to this Agreement for
working capital for Environmental Solutions Asia (ESA) and approximately 80% for strategic mergers and acquisitions, as detailed on Schedule
A attached hereto.
Section
3.5 Registration Rights. As soon as practicable following the closing of the final tranche pursuant to Section 1.2 hereof
and the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, the Company shall use its commercially
reasonable efforts to prepare and file a registration statement on Form F-1 or Form F-3 (if eligible) with the Securities and Exchange
Commission registering the Shares for resale on behalf of the Purchaser. In addition, the Company shall use its commercially reasonable
efforts to cause such registration statement to be declared effective under the Securities Act as promptly as possible after the filing
thereof, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities
Act until the date that all of the Shares covered by such registration statement (i) have been sold thereunder or pursuant to Rule 144,
or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144.
Section
3.6 Termination. This Agreement may not be terminated except by mutual agreement of the Parties. Nothing in this Section
3.6 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such
termination.
Section
3.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard
to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the courts of Singapore. The Parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue
or based upon forum non conveniens.
Section
3.8 Consent to Jurisdiction. Each of the Company and the Purchaser hereby irrevocably waives, and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in Singapore of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing
in this Section shall affect or limit any right to serve process in any other manner permitted by law.
Section
3.9 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by
the Parties hereto.
Section
3.10 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective
heirs, successors and permitted assigns.
Section
3.11 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company
or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence
shall be null and void.
Section
3.12 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given,
on the date sent if sent by e-mail or facsimile, on the next business day following delivery if sent by courier or on the day of attempted
delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed.
The address of the Purchaser for such notices and communications shall be as set forth on the signature pages attached hereto. If to
the Company, at:
| |
101
Tuas South Avenue 2,
Singapore
637226
Attn:
Shian Ching Ho, CFO
Email:
shianching.ho@env-solutions.com
|
Any
Party may change its address for purposes of this Section 3.12 by giving the other Party a written notice of the new address in
the manner set forth above.
Section
3.13 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect
to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect
to the matters covered hereby are merged and superseded by this Agreement.
Section
3.14 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
Section
3.15 Fees and Expenses. Each Party will be responsible for all of its own expenses incurred in connection with the negotiation,
preparation and execution of this Agreement.
Section
3.16 Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in
respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the
prior written consent of the Company.
Section
3.17 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement
is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.
Section
3.18 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of
convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.
Section
3.19 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.
| |
ESGL
Holdings Limited |
| |
|
|
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By: |
|
| |
Name: |
Quek
Leng Chuang |
| |
Title: |
Chief
Executive Officer |
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser:
Signature
of Authorized Signatory of Purchaser: __________________________________
Name
of Authorized Signatory: ____________________________________________________
Title
of Authorized Signatory: _____________________________________________________
Email
Address of Authorized Signatory:
Facsimile
Number of Authorized Signatory: N/A
Address
for Notice to Purchaser:
Investment
Amount:
Number
of Shares:
Schedule
A
Use
of Proceeds:
-
20%: Working capital for Environmental Solutions Asia (ESA).
-
80%: Strategic mergers and acquisitions.
| ● |
2025
Working Capital: Proceeds will be used to support the company’s working capital needs for the year 2025, ensuring smooth operations
and financial stability. |
| |
|
| ● |
2025
Capital Expenditure for Capacity Expansion and Technology Enhancements: Investment in capacity expansion and technology enhancements
will be made to support the company’s growth and improve operational efficiency. |
| |
|
| ● |
Support
Mergers and Acquisitions Opportunities in 2025 |
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