How is ESGH handling liabilities related to its China operations in the split-off?

The Split-Off Agreement states that liabilities associated with ESG China and its downstream China operations are intended to remain with the applicable China operating entities, with contractual release provisions favoring ESG Inc. and its non-China affiliates to the fullest extent legally effective among the parties.

ESG Inc. to Split Off China Operations

ESG Inc. entered into a Split-Off and Share Exchange Agreement to distribute 100% of ESG China Limited to several existing holders in exchange for canceling 10,432,800 shares of ESG Inc. common stock.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

ESG Inc. entered into a Split-Off and Share Exchange Agreement to distribute 100% of ESG China Limited to several existing holders in exchange for canceling 10,432,800 shares of ESG Inc. common stock. DCG China Limited will surrender 7,632,800 shares, Christopher Alonzo 1,400,000, Ever Vast Development Ltd. 420,000, and Weiwei Gao 980,000.

Liabilities tied to ESG China and its downstream China operations are intended to remain with those China entities, with related releases in favor of ESG Inc. and its non-China affiliates. Closing depends on Special Committee and Board approval, any required stockholder written consent and Schedule 14C process, receipt of the shares to be canceled, and delivery of transfer documents.

After the split-off, the company plans to continue its North America business through ESG Provisions, Inc., focusing on mushroom-based snack and alternative protein products, including rights related to the Moku brand mushroom jerky and work with co-packers in Kentucky and Pennsylvania to develop and scale mushroom jerky, chips, and formed crisps.

Insights

ESG Inc. is exiting China operations and refocusing on North American mushroom-based foods.

ESG Inc. plans to split off ESG China Limited, leaving China liabilities with the China entities and canceling 10,432,800 common shares. This simplifies the corporate structure by separating China operations from the remaining business and reducing outstanding shares held by key insiders and entities.

Post-transaction, the company intends to center on North American operations through ESG Provisions, Inc., developing mushroom chips, jerky, formed crisps, and other mushroom-based foods. It holds rights related to the Moku brand mushroom jerky and is working with co-packers in Louisville and Pennsylvania on reformulation, plant trials, and scaling production.

The impact will depend on successful completion of the split-off approvals and how quickly ESG Provisions, Inc. can move from development and plant trials to commercial manufacturing and product launches, given that timing and success of launches and deals are expressly not assured.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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, or exhibit attachments filed with this report.

Key Figures

Shares canceled in split-off: 10,432,800 shares DCG China Limited shares surrendered: 7,632,800 shares Alonzo shares surrendered: 1,400,000 shares +3 more

6 metrics

Shares canceled in split-off 10,432,800 shares Aggregate ESG Inc. common stock to be surrendered

DCG China Limited shares surrendered 7,632,800 shares DCG’s portion of ESG Inc. common stock

Alonzo shares surrendered 1,400,000 shares Christopher Alonzo’s ESG Inc. common stock

Ever Vast shares surrendered 420,000 shares Ever Vast Development Ltd. ESG Inc. shares

Gao shares surrendered 980,000 shares Weiwei Gao ESG Inc. shares

Agreement date April 10, 2026 Date of Split-Off and Share Exchange Agreement

Key Terms

Split-Off and Share Exchange Agreement, Special Committee, Schedule 14C process, co-packer, +2 more

6 terms

Special Committee regulatory

"subject to, among other things, approval by the Company’s Special Committee and Board of Directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

Schedule 14C process regulatory

"completion of the applicable Schedule 14C process and waiting period"

co-packer technical

"a proposed product relaunch with a Louisville-based co-packer to support the reformulation"

A co-packer is an outside company that makes, fills, labels and packages physical products for a brand rather than the brand doing it itself — think of it as a hired kitchen that cooks and plates a restaurant’s recipes. For investors, co-packers matter because they shape production costs, speed to market, product quality and supply-chain risk: using them can let a business scale without big factory spending but creates dependency that can affect sales and profit margins.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

material definitive agreement regulatory

"ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What split-off transaction did ESGH announce on April 10, 2026?

ESG Inc. agreed to a Split-Off and Share Exchange Agreement to distribute 100% of ESG China Limited to four existing holders in exchange for canceling 10,432,800 ESG Inc. common shares, separating China operations from the remaining business structure.

How many ESGH shares will be canceled in the ESG China split-off?

The split-off contemplates canceling 10,432,800 ESG Inc. common shares. These include 7,632,800 shares from DCG China Limited, 1,400,000 from Christopher Alonzo, 420,000 from Ever Vast Development Ltd., and 980,000 from Weiwei Gao under the Split-Off Agreement.

What business will ESGH pursue after exiting its China operations?

Following the split-off, ESG Inc. plans to continue its North America business through ESG Provisions, Inc., focusing on mushroom-based snacks and alternative protein products, including mushroom chips, jerky, formed crisps, and other mushroom-based prepared foods with third-party manufacturing partners.

What conditions must be met for ESGH’s split-off of ESG China to close?

Closing requires approval by ESG Inc.’s Special Committee and Board, stockholder approval by written consent if required or advisable, completion of the Schedule 14C process and waiting period, receipt of shares to be canceled, and delivery of customary transfer documents for ESG China shares.

What role does the Moku brand play in ESGH’s North American strategy?

Through ESG Provisions, Inc., ESG Inc. holds rights relating to the Moku brand mushroom jerky business and is evaluating a proposed product relaunch with a Louisville-based co-packer, covering reformulation, development, and plant-trial validation of multiple mushroom jerky products.

Is ESGH guaranteed to launch new mushroom products after the split-off?

No. ESG Inc. explicitly notes there can be no assurance regarding the timing or success of any product launch, commercial production arrangement, or acquisition opportunity related to its mushroom-based snacks and alternative protein products in North America.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/13/2026 - 05:10 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Date of Report (Date of earliest event reported): April 10, 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

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 10, 2026, ESG Inc., a Nevada corporation (the “Company”), entered into a Split-Off and Share Exchange Agreement (the “Split-Off Agreement”) with DCG China Limited (“DCG”), Christopher Alonzo (“Alonzo”), Ever Vast Development Ltd. (“Ever Vast”), and Weiwei Gao (“Gao”). Pursuant to the Split-Off Agreement, at the closing of the transactions contemplated thereby, the Company will distribute 100% of the issued and outstanding shares of ESG China Limited (“ESG China”) to DCG, Alonzo, Ever Vast and Gao in exchange for the surrender, redemption, retirement and cancellation of an aggregate of 10,432,800 shares of the Company’s common stock. The shares to be surrendered consist of 7,632,800 shares from DCG, 1,400,000 shares from Alonzo, 420,000 shares from Ever Vast, and 980,000 shares from Gao.

The Split-Off Agreement provides that, as among the parties, liabilities associated with ESG China and its downstream China operations are intended to remain with the applicable China operating entity or entities and not with the Company or its non-China affiliates. The Split-Off Agreement also includes contractual release provisions in favor of the Company and its non-China affiliates to the fullest extent legally effective among the parties.

The closing of the transactions contemplated by the Split-Off Agreement is subject to, among other things, approval by the Company’s Special Committee and Board of Directors, stockholder approval by written consent to the extent required or deemed advisable, completion of the applicable Schedule 14C process and waiting period, receipt of the shares to be canceled, and delivery of customary transfer documents for the ESG China shares.

In connection with the foregoing, DCG and Alonzo entered into a related Share Surrender, Support and True-Up Agreement solely to facilitate Alonzo’s delivery of the full 1,400,000 shares attributable to him for surrender and cancellation pursuant to the Split-Off Agreement. The foregoing description of the Split-Off Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Split-Off Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

Following the split-off of the Company’s China operations, the Company intends to continue its North America operating business through ESG Provisions, Inc. The Company’s current North America business activities include the development and commercialization of mushroom-based snack and alternative protein products, including mushroom chips, mushroom jerky, formed crisp products, and certain mushroom-based prepared food products.

Through ESG Provisions, Inc., the Company holds rights relating to the Moku brand mushroom jerky business and is evaluating a proposed product relaunch with a Louisville-based co-packer to support the reformulation, development and plant-trial validation of multiple mushroom jerky products. Any commercial manufacturing arrangement would remain subject to further agreement following completion of the plant trial.

The Company is also working with co-packers in Pennsylvania to evaluate and scale mushroom chip and formed crisp products based on bench sampling and related production development work, and is evaluating additional mushroom-based food brand and product opportunities for potential commercialization with third-party manufacturing partners in Pennsylvania. These activities are intended to support the Company’s continuing operations in North America. There can be no assurance regarding the timing or success of any product launch, commercial production arrangement, or acquisition opportunity.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1	Split-Off and Share Exchange Agreement, dated April 10, 2026, by and among ESG Inc., DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., and Weiwei Gao.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

/s/ Zhi Yang
Zhi Yang
Chief Executive Officer
Date: April 13, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

ESG Inc. to Split Off China Operations

Rhea-AI Filing Summary