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ESG Inc. (ESGH) splits off China operations and cuts share count

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ESG Inc. completed a split-off transaction on May 26, 2026, transferring 100% of the issued and outstanding shares of ESG China Limited to other parties. In exchange, 10,432,800 shares of ESG Inc. common stock were surrendered, redeemed, retired and canceled.

After this cancellation, ESG Inc. has 15,475,468 shares of common stock issued and outstanding. ESG China Limited and its downstream China operations are no longer subsidiaries and will not be consolidated with ESG Inc. The company plans to continue its North America operating business through ESG Provisions, Inc.

Positive

  • Significant share count reduction: 10,432,800 common shares were surrendered, redeemed, retired and canceled, leaving 15,475,468 shares outstanding, which meaningfully changes the company’s equity base and per-share calculation baseline.

Negative

  • None.

Insights

ESG Inc. exits China operations and materially shrinks share count.

ESG Inc. completed a Split-Off and Share Exchange Agreement by disposing of ESG China Limited and its downstream China operations. In return, 10,432,800 common shares were surrendered, redeemed, retired and canceled, which is a sizable reduction versus the new 15,475,468 shares outstanding.

This transaction simplifies the corporate structure by removing China operations from consolidation and focusing activity on North America through ESG Provisions, Inc. The economic impact depends on the profitability of the exited business versus the continuing operations, which is detailed only in pro forma financials referenced in other filings.

Investors can use the updated 15,475,468 share count as a new baseline for per-share metrics once future financial statements reflecting the split-off are available. The unaudited pro forma condensed consolidated financial information is incorporated by reference from the company’s Schedule 14C filed on May 5, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares canceled 10,432,800 shares Common stock surrendered, redeemed, retired and canceled in split-off
Shares outstanding after transaction 15,475,468 shares Common stock issued and outstanding following cancellation
Agreement date April 10, 2026 Date of Split-Off and Share Exchange Agreement
Completion date May 26, 2026 Date split-off transaction was completed
Split-Off and Share Exchange Agreement financial
"completed the transactions contemplated by that certain Split-Off and Share Exchange Agreement, dated as of April 10, 2026"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
unaudited pro forma condensed consolidated financial information financial
"The unaudited pro forma condensed consolidated financial information giving effect to the transaction was included in the Company’s Definitive Information Statement"
Definitive Information Statement on Schedule 14C regulatory
"included in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on May 5, 2026"
Inline XBRL document technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Understanding 8-K Material Events →
false 0001883835 0001883835 2026-05-26 2026-05-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Date of Report (Date of earliest event reported) : May 26, 2026

 

ESG Inc.
(Exact name of registrant as specified in its charter)

 

Nevada 333-259772 87-1918342
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

433 East Hillendale Rd.

Chadds Ford, PA

19317
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 267-467-5871

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

 1 

 

  

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

 

On May 26, 2026, ESG Inc., a Nevada corporation (the “Company”), completed the transactions contemplated by that certain Split-Off and Share Exchange Agreement, dated as of April 10, 2026, by and among the Company, DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., and Weiwei Gao.

 

Pursuant to the agreement, the Company transferred 100% of the issued and outstanding shares of ESG China Limited in exchange for the surrender, redemption, retirement and cancellation of an aggregate of 10,432,800 shares of the Company’s common stock. Following completion of the transaction, ESG China Limited and its downstream China operations ceased to be subsidiaries of the Company and will no longer be consolidated with the Company.

 

The foregoing description is qualified in its entirety by reference to the Split-Off and Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2026 and is incorporated herein by reference.

 

ITEM 8.01. OTHER EVENTS.

 

In connection with completion of the transaction, an aggregate of 10,432,800 shares of the Company’s common stock were surrendered, redeemed, retired and canceled. Following such cancellation, the Company has 15,475,468 shares of common stock issued and outstanding.

 

Following the split-off, the Company intends to continue its North America operating business through ESG Provisions, Inc.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

The unaudited pro forma condensed consolidated financial information giving effect to the transaction was included in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on May 5, 2026 and is incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 2 

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

  ESG INC.
     
  By: /s/ Zhi Yang
    Zhi Yang
    Chief Executive Officer
  Date:  May 26, 2026

 

 3 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate transaction did ESGH complete on May 26, 2026?

ESG Inc. completed a split-off transaction, transferring 100% of ESG China Limited’s shares to counterparties. In exchange, 10,432,800 ESG Inc. common shares were surrendered, redeemed, retired and canceled, separating the China operations from the company’s consolidated group.

How many ESGH shares were canceled in the split-off transaction?

An aggregate of 10,432,800 shares of ESG Inc. common stock were surrendered, redeemed, retired and canceled. This cancellation directly stems from the Split-Off and Share Exchange Agreement dated April 10, 2026, completed on May 26, 2026, in connection with disposing ESG China Limited.

How many ESGH shares are now outstanding after the transaction?

Following the cancellation of 10,432,800 common shares, ESG Inc. has 15,475,468 shares of common stock issued and outstanding. This updated share count becomes the new baseline for ownership percentages and per-share measures going forward after the split-off of the China operations.

What happened to ESG China Limited in ESGH’s recent transaction?

ESG China Limited and its downstream China operations ceased to be subsidiaries of ESG Inc. after the split-off. They will no longer be consolidated with the company, reflecting a strategic focus shift away from China operations toward the remaining business lines.

What business will ESGH focus on after the split-off of ESG China Limited?

After the split-off, ESG Inc. intends to continue its North America operating business through ESG Provisions, Inc. This indicates operational concentration on North American activities rather than the previously held China-based operations that were removed from the corporate structure.

Where can investors find pro forma financials for ESGH’s split-off?

The unaudited pro forma condensed consolidated financial information for the split-off is included in ESG Inc.’s Definitive Information Statement on Schedule 14C, filed with the SEC on May 5, 2026, and is incorporated by reference into this current disclosure.

Filing Exhibits & Attachments

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