ESGL (NASDAQ: ESGL) highlights unanimous jury win for De Tomaso in New York case

Rhea-AI Filing Summary

ESGL Holdings Limited filed a Form 6-K to highlight a unanimous jury verdict in the U.S. District Court for the Southern District of New York in favor of De Tomaso Automobili Holdings Limited and its owner, Norman Choi.

The jury rejected claims by former CEO Ryan Berris, confirming he held no equity in De Tomaso and had no contractual right to the compensation he alleged, including any bespoke limited edition supercar. The jury also found for De Tomaso on its counterclaims for breach of fiduciary duty and awarded damages.

The verdict resolves previously disclosed litigation and confirms De Tomaso and Mr. Choi have been cleared of all allegations of fraud, dishonesty, or unjust action. ESGL continues to work toward closing its proposed business combination with De Tomaso, which remains subject to Nasdaq approval and customary closing conditions, with no assurance of completion.

Insights

Litigation and M&A Risk Analyst

Litigation overhang on ESGL’s De Tomaso deal is removed, but the merger still faces approvals.

The unanimous jury verdict in favor of De Tomaso Automobili Holdings Limited and Norman Choi eliminates a previously disclosed lawsuit risk tied to De Tomaso’s former CEO. The jury rejected his equity and compensation claims and awarded damages on De Tomaso’s breach of fiduciary duty counterclaims.

This outcome clarifies that De Tomaso and Mr. Choi have been cleared of allegations of fraud, dishonesty, or unjust action, which can reduce legal and reputational uncertainty around the brand. However, the proposed business combination between ESGL and De Tomaso still depends on Nasdaq approval and customary closing conditions, and the companies explicitly note there is no assurance the transaction will close.

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 February 2026

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

Attached hereto as Exhibit 99.1 is a press release dated February 10, 2026 relating to the unanimous jury verdict delivered in the U.S. District Court for the Southern District of New York (Case No. 23-cv-09809) in favor of De Tomaso Automobili Holdings Limited and its owner, Norman Choi.

Exhibits

Exhibit No.		Description
99.1		Press Release dated February 10, 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.

	ESGL Holdings Limited
	By:	/s/ Ho Shian Ching
	Name:	Ho Shian Ching
	Title:	Chief Financial Officer
Dated: February 10, 2026

Exhibit 99.1

ESGL Holdings Limited (NASDAQ: ESGL) Announces Favorable Unanimous Jury Verdict for De Tomaso Automobili

SINGAPORE – February 10, 2026 – ESGL Holdings Limited (NASDAQ: ESGL) today noted the unanimous jury verdict delivered in the U.S. District Court for the Southern District of New York (Case No. 23-cv-09809) in favor of De Tomaso Automobili Holdings Limited and its owner, Norman Choi.

The jury rejected claims asserted by former CEO Ryan Berris, confirming that he held no equity interest in De Tomaso and had no contractual entitlement to the compensation alleged, including any bespoke limited edition supercar. The jury also found in favor of De Tomaso on its counterclaims for breach of fiduciary duty, awarding damages.

This outcome resolves the previously disclosed litigation referenced in ESGL’s public filings. The verdict confirms De Tomaso and Mr. Choi have been cleared of all allegations of fraud, dishonesty, or unjust action.

ESGL continues to work toward closing the proposed business combination with De Tomaso Automobili Holdings Limited, which remains subject to Nasdaq approval and customary closing conditions. There is no assurance that the transaction will be completed.

Source: BusinessWire release dated February 6, 2026, available at:

https://www.businesswire.com/news/home/20260206706667/en/Jury-Delivers-Unanimous-Verdicts-For-De-Tomaso-Automobili-Dismissing-Meritless-Allegations

About ESGL Holdings Limited

ESGL Holdings Limited (NASDAQ: ESGL) is a Singapore-based circular economy innovator committed to reducing carbon emissions for industries across Asia. ESGL conducts all its operations through its operating entity incorporated in Singapore, Environmental Solutions (Asia) Pte. Ltd. For more information, including the ESGL’s filings with the SEC, please visit https://esgl.asia.

ESGL and De Tomaso Automobili Holdings Limited are currently progressing through the steps of an announced business combination, which remains subject to customary closing conditions and regulatory approvals. There is no assurance that the transaction will be completed.

About De Tomaso Automobili Holdings Limited

De Tomaso Automobili Holdings Limited represents one of Italy’s most iconic luxury automotive marques, with a heritage dating back to 1959. Revived with an emphasis on craftsmanship, coachbuilding, and ultra-exclusive performance vehicles, De Tomaso continues to merge design, innovation, and tradition at the highest levels of automotive excellence.

De Tomaso Automobili Holdings Limited and ESGL are currently progressing through the steps of an announced business combination, which remains subject to customary closing conditions and regulatory approvals. There is no assurance that the transaction will be completed.

Forward-Looking Statements

Certain statements in this press release may be considered to contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ESGL management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

A further list and description of risks and uncertainties can be found in documents filed with the Securities and Exchange Commission (“SEC”) by ESGL and other documents that we may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to ESGL and speaks only as of the date on which it is made. ESGL undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except as required by law.

Investor Relations Contact: ESGL Holdings Limited Investor Relations Department Email: ir@esgl.asia Phone: +65 6653 2299

FAQ

What did ESGL (ESGL) report about the De Tomaso litigation outcome?

The company reported a unanimous jury verdict in favor of De Tomaso Automobili Holdings Limited and owner Norman Choi. The jury rejected claims by former CEO Ryan Berris and awarded damages to De Tomaso on its breach of fiduciary duty counterclaims.

How did the jury rule on former CEO Ryan Berris’s claims against De Tomaso?

The jury rejected all claims brought by former CEO Ryan Berris. It confirmed he held no equity interest in De Tomaso and had no contractual entitlement to the compensation he alleged, including any bespoke limited edition supercar.

Did the jury find De Tomaso or Norman Choi liable for fraud or dishonesty?

No. The verdict confirms De Tomaso and Norman Choi have been cleared of all allegations of fraud, dishonesty, or unjust action. This resolves the previously disclosed litigation referenced in ESGL’s public filings.

What happened with De Tomaso’s counterclaims in the New York case mentioned by ESGL?

The jury found in favor of De Tomaso on its counterclaims for breach of fiduciary duty. It awarded damages to De Tomaso, reinforcing the favorable overall outcome referenced by ESGL in its Form 6-K and accompanying press release.

How does this jury verdict relate to ESGL’s proposed business combination with De Tomaso?

The verdict removes a previously disclosed litigation issue involving De Tomaso and its owner. ESGL states it continues working toward closing the proposed business combination with De Tomaso, which remains subject to Nasdaq approval and customary closing conditions.

Is the ESGL–De Tomaso business combination now guaranteed to close after the verdict?

No. ESGL notes that the proposed business combination with De Tomaso remains subject to Nasdaq approval and customary closing conditions. The company explicitly states there is no assurance that the transaction will be completed.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 14.3 KB