[6-K] ESGL Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

ESGL Holdings Limited reports progress on a previously agreed private placement with accredited investors. Under a January 17, 2025 Share Purchase Agreement, the company may issue up to 37,500,000 ordinary shares at a price of US$0.80 per share. The first closing on January 18, 2025 resulted in the issuance of 375,000 shares for gross proceeds of $300,000.

Between April 23, 2025 and November 21, 2025, additional closings were completed, through which ESGL issued a further 1,500,000 ordinary shares and received aggregate gross proceeds of $1,200,000. The company plans to use approximately 20% of the net proceeds for working capital and approximately 80% for strategic mergers and acquisitions. The shares were sold in a private placement relying on the Section 4(a)(2) exemption under the U.S. Securities Act.

Insights

Equity Capital Markets Analyst

ESGL advances a multi-tranche private placement and earmarks funds for M&A.

ESGL Holdings Limited is executing a previously arranged equity financing through a private placement of ordinary shares at US$0.80 per share. The structure allows multiple closings over time, with an overall capacity of 37,500,000 shares under the January 17, 2025 Share Purchase Agreement with accredited investors.

The company has already completed a first closing for 375,000 shares and gross proceeds of $300,000, followed by additional closings between April 23, 2025 and November 21, 2025 totaling 1,500,000 shares and $1,200,000 in gross proceeds. This staged approach spreads issuance over several dates, and the economic effect depends on how much of the total 37,500,000-share capacity is ultimately used.

ESGL states it will allocate approximately 20% of net proceeds to working capital and approximately 80% to strategic mergers and acquisitions. This indicates a focus on using most of the capital for external growth initiatives, while still supporting day-to-day liquidity. Actual impact will be shaped by the specific M&A transactions the company later identifies and executes.

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 November 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

As previously disclosed, 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 $300,000. Between April 23, 2025 and November 21, 2025, subsequent closings were consummated under the Purchase Agreement pursuant to which the Company issued an aggregate of 1,500,000 ordinary shares and received aggregate gross proceeds of $1,200,000. 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 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

Exhibit No.		Description
10.1		Form of Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed with the SEC on January 22, 2025).

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: November 25, 2025

FAQ

What private placement did ESGL (ESGL) enter into in January 2025?

On January 17, 2025, ESGL Holdings Limited entered into a Share Purchase Agreement with accredited investors, allowing the company to issue up to 37,500,000 ordinary shares at a price of US$0.80 per share in a private placement.

How many ESGL shares were issued and how much was raised in the first closing?

The first closing on January 18, 2025 resulted in ESGL issuing 375,000 ordinary shares and receiving gross proceeds of $300,000.

What were the subsequent private placement closings for ESGL through November 21, 2025?

Between April 23, 2025 and November 21, 2025, ESGL completed additional closings under the Share Purchase Agreement, issuing an aggregate of 1,500,000 ordinary shares and receiving aggregate gross proceeds of $1,200,000.

How will ESGL use the net proceeds from the private placement?

ESGL plans to use approximately 20% of the net proceeds for working capital and approximately 80% for strategic mergers and acquisitions.

What securities law exemption does ESGL rely on for this private placement?

The ordinary shares were issued and sold in a private placement relying on the exemption provided in Section 4(a)(2) under the United States Securities Act of 1933, as amended.

Where can investors find the full terms of ESGL's Share Purchase Agreement?

The form of Share Purchase Agreement is filed as Exhibit 10.1 and is incorporated by reference from ESGL's Form 6-K filed with the SEC on January 22, 2025.