OIO Group (ESGL) adds share consolidation option in De Tomaso Nasdaq deal

Rhea-AI Filing Summary

OIO Group, formerly ESGL Holdings Limited, signed a Letter Amendment on April 9, 2026 with De Tomaso Automobili Holdings Limited and other parties to their February 26, 2025 share purchase agreement. The amendment clarifies that, in connection with the anticipated closing of their proposed business combination and intended Nasdaq listing, OIO Group may implement a share consolidation if deemed appropriate by its board. Any consolidation would follow applicable Nasdaq rules and corporate procedures, with the final ratio set by the board based on market and regulatory factors. The number of consideration shares issued to De Tomaso shareholders would be proportionately adjusted so the overall economic value of the transaction remains unchanged. The parties state this clarification is meant to align the transaction structure with the listing process, and the combination still depends on customary closing, regulatory and listing-related conditions, with no assurance it will be completed.

Key Figures

Letter Amendment date: April 9, 2026 Original share purchase agreement date: February 26, 2025 Form period: April 2026

3 metrics

Letter Amendment date <date>April 9, 2026</date> Date OIO Group and De Tomaso signed the Letter Amendment

Original share purchase agreement date <date>February 26, 2025</date> Date of the underlying De Tomaso acquisition agreement

Form period April 2026 Period covered by the Form 6-K report

Key Terms

Letter Amendment, share consolidation, business combination, Nasdaq listing, +2 more

6 terms

Letter Amendment regulatory

"entered into a letter amendment (the “Letter Amendment”) with De Tomaso"

share consolidation financial

"the Company may implement a share consolidation, if and to the extent determined appropriate"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

business combination financial

"in connection with the anticipated closing of the proposed business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Nasdaq listing financial

"in connection with the anticipated closing of the proposed business combination and the intended Nasdaq listing"

A NASDAQ listing means a company's shares are approved to trade on the NASDAQ stock exchange, a large electronic marketplace where buyers and sellers meet. For investors it signals greater visibility, easier buying and selling (like being placed on a busy store shelf), and adherence to ongoing reporting and governance rules that can reduce information uncertainty and affect a stock’s liquidity and perceived credibility.

consideration shares financial

"the consideration shares to be issued to the De Tomaso shareholders upon closing will be adjusted"

customary closing conditions regulatory

"including customary closing conditions and applicable regulatory and listing-related matters"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File No. 001-41772

OIO Group

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

Letter Amendment 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.

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 Shian Ching
	Title:	Chief Financial Officer
Dated: April 10, 2026

FAQ

What did OIO Group (ESGL) change in its deal with De Tomaso?

OIO Group signed a Letter Amendment allowing it to implement a share consolidation as part of the De Tomaso business combination and Nasdaq listing. Any consolidation would follow Nasdaq rules, with consideration shares adjusted proportionately so the overall economic value of the acquisition remains the same.

How will a share consolidation affect De Tomaso shareholders in the OIO Group (ESGL) deal?

If OIO Group conducts a share consolidation, the consideration shares issued to De Tomaso shareholders will be proportionately adjusted. This means the number of shares changes, but the Letter Amendment states the overall economic value of the transaction for those shareholders will remain unchanged.

Who decides the share consolidation ratio in the OIO Group (ESGL) and De Tomaso transaction?

The Letter Amendment states OIO Group’s board of directors will determine the final share consolidation ratio. The board will consider prevailing market conditions and applicable regulatory requirements while ensuring any consolidation complies with Nasdaq rules and related corporate action procedures.

Is the OIO Group (ESGL) and De Tomaso business combination already completed?

The business combination is not yet completed. The filing explains that closing remains subject to conditions in the share purchase agreement, including customary closing conditions plus regulatory and listing-related matters, and notes there can be no assurance the proposed combination will ultimately be completed.

Why did OIO Group (ESGL) and De Tomaso sign this Letter Amendment?

The parties signed the Letter Amendment to clarify that a potential share consolidation may be used in the transaction structure. They state this clarification is intended to better align the mechanics of the proposed business combination with the steps required for the anticipated Nasdaq listing.

What regulatory framework governs the share consolidation in the OIO Group (ESGL) filing?

The Letter Amendment specifies that any share consolidation would be implemented in accordance with applicable Nasdaq requirements and related corporate action procedures. The board must take into account regulatory considerations when setting the consolidation ratio for the business combination and listing process.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 33.5 KB