OIO Group (NASDAQ: OIO) adds $0.6M in April private placement

Rhea-AI Filing Summary

OIO Group reported a third closing of its previously disclosed private placement under a Share Purchase Agreement with accredited investors. On April 10, 2026, the company issued 750,000 ordinary shares at US$0.80 per share, raising $600,000 in gross proceeds.

Earlier closings under the same agreement included 375,000 shares for $300,000 on January 18, 2025 and 1,500,000 shares for $1,200,000 on November 21, 2025. 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

OIO Group continues staged equity fundraising via a small private placement.

OIO Group is using a Share Purchase Agreement with accredited investors to raise equity capital in several closings. The latest closing on April 10, 2026 added 750,000 shares at US$0.80, bringing in $600,000 of gross proceeds for the company.

This structure lets the company issue up to 37,500,000 ordinary shares over time, but the excerpt does not quantify overall dilution or company size. Investors may compare the issued share amounts and pricing terms to existing capital structure once those figures are available in other disclosures.

Key Figures

Maximum shares under Purchase Agreement: 37,500,000 ordinary shares Private placement share price: US$0.80 per share First closing proceeds: US$300,000 +2 more

5 metrics

Maximum shares under Purchase Agreement 37,500,000 ordinary shares Aggregate amount that may be issued in private placement

Private placement share price US$0.80 per share Purchase price for ordinary shares issued to accredited investors

First closing proceeds US$300,000 375,000 shares issued on January 18, 2025

Second closing proceeds US$1,200,000 1,500,000 shares issued on November 21, 2025

Third closing proceeds US$600,000 750,000 shares issued on April 10, 2026

Key Terms

private placement, accredited investors, Share Purchase Agreement, Section 4(a)(2), +1 more

5 terms

private placement financial

"pursuant to which the Company may issue in a private placement an aggregate of 37,500,000 ordinary shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

accredited investors financial

"entered into a Share Purchase Agreement with certain accredited investors named therein"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Share Purchase Agreement financial

"entered into a Share Purchase Agreement (the “Purchase Agreement”) with certain accredited investors"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Section 4(a)(2) regulatory

"pursuant to the exemption provided in Section 4(a)(2) under the United States Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

Private Placement

As previously disclosed, on January 17, 2025, OIO Group (formerly known as 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 may 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. A second closing under the Purchase Agreement occurred on November 21, 2025, pursuant to which the Company issued 1,500,000 ordinary shares and received gross proceeds of $1,200,000. A third closing under the Purchase Agreement occurred on April 10, 2026, pursuant to which the Company issued 750,000 ordinary shares and received gross proceeds of $600,000.

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.

	OIO Group
	By:	/s/ Ho Shian Ching
	Name:	Ho Shian Ching
	Title:	Chief Financial Officer
Dated: April 20, 2026

FAQ

What did OIO (OIO) announce in its April 2026 Form 6-K?

OIO Group reported the third closing of a private share placement. On April 10, 2026, it issued 750,000 ordinary shares at US$0.80 per share, raising US$600,000 in gross proceeds under an existing Share Purchase Agreement with accredited investors.

How much capital did OIO (OIO) raise in the latest private placement closing?

In the latest closing, OIO Group raised US$600,000. The company sold 750,000 ordinary shares at a purchase price of US$0.80 per share on April 10, 2026, as part of its ongoing private placement with accredited investors under the Share Purchase Agreement.

What are the terms of OIO Group’s private placement share price?

Each ordinary share in OIO Group’s private placement is priced at US$0.80. This price applies across the closings under the Share Purchase Agreement with accredited investors, including the third closing on April 10, 2026, where 750,000 shares were issued for US$600,000 in gross proceeds.

How many OIO (OIO) shares have been issued in prior private placement closings?

OIO Group previously completed two closings before April 2026. It issued 375,000 ordinary shares for US$300,000 on January 18, 2025, and 1,500,000 ordinary shares for US$1,200,000 on November 21, 2025, all under the same Share Purchase Agreement.

What is the maximum number of shares OIO Group may issue under the Purchase Agreement?

OIO Group may issue up to 37,500,000 ordinary shares under the agreement. The Share Purchase Agreement with accredited investors allows an aggregate of 37.5 million ordinary shares to be sold in a private placement at a purchase price of US$0.80 per share.

Under which U.S. securities law exemption is OIO’s private placement conducted?

OIO Group’s private placement relies on the Section 4(a)(2) exemption. The ordinary shares are issued and sold in a private placement under Section 4(a)(2) of the U.S. Securities Act of 1933, which covers certain transactions not involving a public offering.