OIO Group (NASDAQ: OIO) pairs De Tomaso deal with 1-for-3 reverse split

Rhea-AI Filing Summary

OIO Group, formerly ESGL Holdings, outlines progress toward its business combination with De Tomaso Automobili Holdings, a planned listing of the combined company on the Nasdaq Capital Market under the symbol “OIO,” and a 1-for-3 reverse stock split.

The reverse split will take effect just before the expected closing of the transaction, consolidating every three ordinary shares into one to support compliance with Nasdaq’s minimum bid price requirements. Fractional shares will be rounded up, and equity awards and other convertible securities will adjust proportionately.

Pro forma figures for the year ended December 31, 2025 show combined revenue of US$5,831,650 and a pro forma net loss of US$12,831,196, with pro forma total assets of US$168,814,766 and total liabilities of US$126,881,386. The pro forma balance sheet also includes US$29,675,239 of goodwill and US$101,646,708 of intangible assets, reflecting the enlarged combined group.

Insights

Cross-border M&A and capital markets analyst

OIO pairs De Tomaso deal with reverse split to target a Nasdaq listing, but pro forma losses remain sizable.

The combination of OIO Group with De Tomaso Automobili Holdings and a planned Nasdaq Capital Market listing positions the business around a more asset-heavy, brand-driven portfolio. The 1-for-3 reverse stock split is explicitly tied to meeting Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).

Pro forma for FY2025, the combined company reports revenue of US$5.83M and a net loss of US$12.83M, alongside goodwill of US$29.68M and intangible assets of US$101.65M. That mix suggests a balance sheet dominated by acquired intangibles while operations are still loss-making.

The filing notes US$215,000 of transaction costs and contract liabilities of about US$80.39M, which will influence future revenue recognition. Actual outcomes will depend on closing the business combination, maintaining Nasdaq eligibility, and how quickly the combined business can translate its contract liabilities and brand assets into profitable cash flows.

Key Figures

Pro forma revenue: US$5,831,650 Pro forma net loss: US$12,831,196 Pro forma total assets: US$168,814,766 +5 more

8 metrics

Pro forma revenue US$5,831,650 For the period ended December 31, 2025, combined company

Pro forma net loss US$12,831,196 For the period ended December 31, 2025, combined company

Pro forma total assets US$168,814,766 Combined OIO Group and De Tomaso as at December 31, 2025

Pro forma total liabilities US$126,881,386 Combined OIO Group and De Tomaso as at December 31, 2025

Pro forma net assets US$41,933,380 Combined OIO Group and De Tomaso as at December 31, 2025

Goodwill US$29,675,239 Pro forma consolidated statement of financial position

Intangible assets US$101,646,708 Pro forma consolidated statement of financial position

Reverse split ratio 1-for-3 Each three ordinary shares combined into one share

Key Terms

Reverse Stock Split, Business Combination, Nasdaq Capital Market, unaudited pro forma condensed combined financial information, +2 more

6 terms

Reverse Stock Split financial

"The Company expects to effect a 1-for-3 reverse stock split (the “Reverse Stock Split”) on April 24, 2026"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Business Combination financial

"in connection with the anticipated closing of its previously announced business combination with De Tomaso Automobili Holdings Limited"

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 Capital Market financial

"the listing of the combined company on The Nasdaq Capital Market, subject to the satisfaction of the conditions"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

unaudited pro forma condensed combined financial information financial

"Included as Exhibit 99.1 to this Report on Form 6-K is the Company’s unaudited pro forma condensed combined financial information"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

contract liabilities financial

"Contract liabilities | | | 785,991 | | | | 79,606,019 |"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

minimum bid price requirement financial

"intended to position the combined company to meet Nasdaq’s initial listing requirements at the time of effectiveness, including the minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

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

Business Combination

On April 21, 2026, OIO Group (formerly known as ESGL Holdings Limited) (the “Company”) received an approval letter from The Nasdaq Stock Market LLC (the “Nasdaq Letter”) in connection with the anticipated closing of its previously announced business combination with De Tomaso Automobili Holdings Limited (the “Business Combination”) and the listing of the combined company on The Nasdaq Capital Market, subject to the satisfaction of the conditions set forth therein.

The Company expects to consummate the Business Combination on or about April 24, 2026, subject to the satisfaction or waiver of customary closing conditions, including applicable regulatory approvals and the satisfaction of the remaining conditions set forth in the Nasdaq Letter.

In connection with the closing of the Business Combination, the combined company is expected to commence trading on The Nasdaq Capital Market under the ticker symbol “OIO.”

The Company expects to satisfy all applicable Nasdaq initial listing requirements before the closing of the Business Combination and commencement of trading, including the applicable conditions referenced in the Nasdaq Letter.

Reverse Stock Split

The Company expects to effect a 1-for-3 reverse stock split (the “Reverse Stock Split”) on April 24, 2026, immediately prior to, and in connection with, the effectiveness of the closing of the Business Combination, such that each three issued and outstanding ordinary shares of the Company will be combined into one ordinary share.

The Reverse Stock Split forms an integral part of the Company’s transaction and listing structuring and is intended to position the combined company to meet Nasdaq’s initial listing requirements at the time of effectiveness, including the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

The Company expects to provide public disclosure of the Reverse Stock Split   in accordance with applicable Nasdaq requirements.

Shareholder Distribution

The Company expects that its shareholder distribution will continue to satisfy applicable Nasdaq initial listing requirements upon completion of the Business Combination and the Reverse Stock Split.

Unaudited Pro Forma Condensed Combined Financial Information

Included as Exhibit 99.1 to this Report on Form 6-K is the Company’s unaudited pro forma condensed combined financial information reflecting the Business Combination.

The unaudited pro forma condensed combined financial information reflects:

● the most recent available financial information of the Company and De Tomaso Automobili Holdings Limited; and

● the final structure of the Business Combination, including the effects of the Reverse Stock Split and related transactions.

The unaudited pro forma condensed combined financial information has been prepared in accordance with applicable requirements under U.S. securities laws and is intended to present the financial position and results of operations of the combined company as if the Business Combination had occurred at an earlier date.

Attached hereto as Exhibit 99.2 is a press release dated April 22, 2026 relating to the foregoing disclosures.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the expected timing and completion of the Business Combination, the Reverse Stock Split, and the combined company’s anticipated Nasdaq listing.

These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to, the failure to satisfy the conditions to the consummation of the Business Combination, delays in obtaining regulatory approvals or Nasdaq listing approval, the Company’s ability to meet Nasdaq initial listing requirements at the time of listing, changes in market conditions, and other risks described in the Company’s filings furnished or filed with the U.S. Securities and Exchange Commission.

The Company undertakes no obligation to update any forward-looking statements, except as required by law.

No Incorporation by Reference

The information contained in this Report on Form 6-K, including Exhibit 99.1 hereto, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Exhibits

Exhibit No.		Description
99.1		Unaudited Pro Forma Condensed Combined Financial Information of OIO Group and De Tomaso Automobili Holdings Limited
99.2		Press Release dated April 22, 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 22, 2026

Exhibit 99.1

OIO GROUP f.k.a. ESGL HOLDINGS LIMITED

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the period ended December 31, 2025		December 31, 2025								Scenario 1										Scenario 3*										Scenario 4
		ESGL				DT				Transaction Accounting Adjustment				Note		Pro Forma Combined				Transaction Accounting Adjustment				Note		Pro Forma Combined				Transaction Accounting Adjustment				Note		Pro Forma Combined
		US$				US$				US$						US$				US$						US$				US$						US$
Revenue			5,831,650				-				-						5,831,650				-						5,831,650				-						5,831,650
Other income			326,637				35,008				-						361,645				-						361,645				-						361,645
Cost of inventory			(590,514	)			-				-						(590,514	)			-						(590,514	)			-						(590,514	)
Logistics costs			(916,472	)			-				-						(916,472	)			-						(916,472	)			-						(916,472	)
Depreciation of property, plant and equipment			(1,622,290	)			-				-						(1,622,290	)			-						(1,622,290	)			-						(1,622,290	)
Amortization of intangible assets			(1,633,856	)			-				-						(1,633,856	)			-						(1,633,856	)			-						(1,633,856	)
Employee benefits expense			(3,326,183	)			-				-						(3,326,183	)			-						(3,326,183	)			-						(3,326,183	)
Finance expense			(292,656	)			(754,633	)			-						(1,047,289	)			-						(1,047,289	)			-						(1,047,289	)
Other operating expenses			(2,693,000	)			(7,115,925	)			(215,000	)		[B]			(10,023,925	)			(215,000	)		[B]			(10,023,925	)			(215,000	)		[B]			(10,023,925	)
Loss before income tax			(4,916,684	)			(7,835,550	)			-						(12,967,234	)			-						(12,967,234	)			-						(12,967,234	)
Income tax credit/(expense)			155,165				(19,127	)			-						136,038				-						136,038				-						136,038
Net loss			(4,761,519	)			(7,854,677	)									(12,831,196	)									(12,831,196	)									(12,831,196	)
Other comprehensive (loss)/income :
Items that will not be reclassified subsequently to profit or loss:
Net (loss)/surplus on revaluation of leasehold land and buildings			960,116				-										960,116				-						960,116				-						960,116
Items that may be reclassified subsequently to profit or loss:
Movements in translation reserve			(431,635	)			-										(431,635	)			-						(431,635	)			-						(431,635	)
Total comprehensive (loss)/income			(4,233,038	)			(7,854,677	)									(12,302,715	)									(12,302,715	)									(12,302,715	)

*The previous Scenario 2 is no longer considered as FY2025 performance targets not met

[B] an adjustment to accrue $215,000 Business Combination transaction costs.

1

OIO GROUP f.k.a. ESGL HOLDINGS LIMITED

Consolidated Statement of Financial Position

		December 31, 2025								Scenario 1										Scenario 3*										Scenario 4
		ESGL				DT				Transaction Accounting Adjustment				Note		Pro Forma Combined				Transaction Accounting Adjustment				Note		Pro Forma Combined				Transaction Accounting Adjustment				Note		Pro Forma Combined
As at December 31, 2025		US$				US$				US$						US$				US$						US$				US$						US$
ASSETS
Cash and cash equivalents			533,609				717,202				-						1,250,811				-						1,250,811				-						1,250,811
Trade and other receivables			1,140,120				394,483				-						1,534,603				-						1,534,603				-						1,534,603
Inventories			300,258				8,835,820				-						9,136,078				-						9,136,078				-						9,136,078
Total current assets			1,973,987				9,947,505				-						11,921,492				-						11,921,492				-						11,921,492
											-										-										-
Property, plant and equipment, net			21,471,539				4,099,788				-						25,571,327				-						25,571,327				-						25,571,327
Goodwill			-				-				29,675,239						29,675,239				27,596,046						27,596,046				25,705,874						25,705,874
Intangible assets, net			2,434,455				99,212,253				-						101,646,708				-						101,646,708				-						101,646,708
Total non-current assets			23,905,994				103,312,041				-						156,893,274				-						154,814,081				-						152,923,909
											-										-										-
Total assets			25,879,981				113,259,546				-						168,814,766				-						166,735,573				-						164,845,401
											-										-										-
LIABILITIES											-										-										-
											-										-										-
Trade and other payables			4,439,616				7,756,214				215,000			[B]			12,410,830				215,000			[B]			12,410,830				215,000			[B]			12,410,830
Contract liabilities			785,991				79,606,019				-						80,392,010				-						80,392,010				-						80,392,010
Lease liabilities			301,143				-				-						301,143				-						301,143				-						301,143
Amounts due to related parties			1,140,809				16,543,827				-						17,684,636				-						17,684,636				-						17,684,636
Amounts due to a member			134,980				5,009,000				-						5,143,980				-						5,143,980				-						5,143,980
Borrowings			3,499,706				5,548,532				-						9,048,238				-						9,048,238				-						9,048,238
Tax liabilities			54,423				-				-						54,423				-						54,423				-						54,423
Total current liabilities			10,356,668				114,463,592				-						125,035,260				-						125,035,260				-						125,035,260
											-										-										-
Non-current liabilities											-										-										-
Lease liabilities (non-current)			1,831,126				-				-						1,831,126				-						1,831,126				-						1,831,126
Deferred tax liabilities			15,000				-				-						15,000				-						15,000				-						15,000
Total non-current liabilities			1,846,126				-				-						1,846,126				-						1,846,126				-						1,846,126
											-										-										-
Total liabilities			12,202,794				114,463,592				-						126,881,386				-						126,881,386				-						126,881,386
											-										-										-
Net assets			13,677,187				(1,204,046	)			-						41,933,380				-						39,854,187				-						37,964,015
											-										-										-
EQUITY											-										-										-
Share Capital			13,832				52,201,000				(52,110,748	)					104,084				(52,105,748	)					109,084				(52,100,748	)					114,084
Accumulated losses			(105,380,700	)			(53,899,718	)			105,165,700			[B]			(54,114,718	)			105,165,700			[B]			(54,114,718	)			105,165,700			[B]			(54,114,718	)
Other reserves			3,422,799				-				(3,422,799	)					-				(3,422,799	)					-				(3,422,799	)					-
Share premium reserve			99,004,833				-				(3,555,491	)					95,449,342				(5,639,684	)					93,365,149				(7,534,856	)					91,469,977
Share application reserve			1,240,000				-				(1,240,000	)					-				(1,240,000	)					(1,240,000	)			(1,240,000	)					(1,240,000	)
Exchange Reserves			(554,833	)			494,672				554,833						494,672				554,833						494,672				554,833						494,672
Revaluation Surplus			15,931,256				-				(15,931,256	)					-				(15,931,256	)					-				(15,931,256	)					-
Total equity			13,677,187				(1,204,046	)			-						41,933,380				-						38,614,187				-						36,724,015

*The previous Scenario 2 is no longer considered as FY2025 performance targets not met

[B] an adjustment to accrue $215,000 Business Combination transaction costs.

2

Exhibit 99.2

OIO Group Announces Reverse Stock Split Ahead of Nasdaq Listing and De Tomaso Business Combination

Singapore, April 22, 2026 — OIO Group (the “Company”) today announced that its Board of Directors has approved a reverse stock split of the Company’s issued and outstanding ordinary shares at a ratio of 1-for-3 (the “Reverse Stock Split”), which will become effective at 12:01 a.m. Eastern Time on April 24, 2026 (the “Effective Time”).

The Reverse Stock Split will be effected in connection with, and immediately prior to, the concurrent closing of the Company’s previously announced business combination with De Tomaso Automobili Holdings Limited (“De Tomaso”) and the commencement of trading of the Company’s ordinary shares on The Nasdaq Capital Market on a split-adjusted basis under the symbol “OIO”.

At the Effective Time, every three (3) issued and outstanding ordinary shares of the Company will be automatically combined into one (1) ordinary share. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional entitlements will be rounded up to the nearest whole share.

The Company’s ordinary shares are expected to begin trading on a split-adjusted basis on April 24, 2026. The post-split CUSIP number for the Company’s ordinary shares will be G3R95P124.

The Reverse Stock Split is being implemented in connection with the Company’s planned Nasdaq listing and is intended to support compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) in connection with the effectiveness of its listing and the concurrent closing of the business combination.

Upon effectiveness of the Reverse Stock Split and closing of the business combination, OIO Group expects to commence trading on Nasdaq as the combined company, marking a significant milestone in the Company’s strategic development and public market positioning.

The Reverse Stock Split will proportionately reduce the number of issued and outstanding ordinary shares of the Company and will apply proportionately to the Company’s outstanding equity awards and other convertible securities, subject to their terms. The Reverse Stock Split will not affect the proportionate ownership interests of shareholders, except for minor adjustments resulting from the treatment of fractional shares.

In connection with the closing of the business combination, the consideration shares to be issued to De Tomaso shareholders will be adjusted on a proportionate basis to reflect the Reverse Stock Split, with no change to the overall economic value of the transaction.

Following effectiveness, the Company will have a reduced number of issued and outstanding shares and a share capital structure aligned with its Nasdaq listing.

Continental Stock Transfer & Trust Company will act as the exchange agent for the Reverse Stock Split. Shareholders holding shares in book-entry form or through a broker will not be required to take any action.

Additional information regarding the Reverse Stock Split and the business combination will be included in the Company’s reports furnished to the U.S. Securities and Exchange Commission.

About OIO Group

OIO Group (NASDAQ: OIO), formerly known as ESGL Holdings Limited, is a Singapore-based public company focused on building and supporting distinctive operating businesses with strong heritage, engineering capability, and long-term growth potential. The Company currently operates through its subsidiary, Environmental Solutions (Asia) Pte. Ltd., and is evolving its strategy toward developing a portfolio of companies where brand, engineering excellence, and disciplined value creation intersect.

For more information, including the Company’s filings with the U.S. Securities and Exchange Commission, please visit https://oiogroup.co.

Forward-Looking Statements

Certain statements in this press release may be considered to contain “forward-looking statements” within the meaning of the “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 the current beliefs, expectations, and assumptions of management of OIO Group (formerly known as ESGL Holdings Limited). 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 the Company’s 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 U.S. Securities and Exchange Commission (“SEC”) by the Company and in other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company 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

OIO Group Investor Relations Department

Email: ir@oiogroup.co

Phone: +65 6653 2299

FAQ

What business combination is OIO Group (OIO) pursuing in this Form 6-K?

OIO Group is pursuing a previously announced business combination with De Tomaso Automobili Holdings Limited. The combined company is expected to list on the Nasdaq Capital Market under the ticker “OIO,” subject to closing conditions and Nasdaq’s initial listing requirements.

How will OIO Group’s 1-for-3 reverse stock split work for shareholders?

Every three issued and outstanding OIO ordinary shares will automatically combine into one share at the effective time. No fractional shares will be issued; any fractional entitlement will be rounded up. The split also proportionately adjusts equity awards and convertibles, preserving relative ownership stakes.

Why is OIO Group implementing a reverse stock split before its Nasdaq listing?

The reverse stock split is part of OIO Group’s Nasdaq listing structure and is intended to support compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2). It is timed to occur immediately before the business combination closing and commencement of Nasdaq trading.

What are the key pro forma financials for the combined OIO Group and De Tomaso?

For the year ended December 31, 2025, unaudited pro forma combined figures show revenue of US$5,831,650 and a net loss of US$12,831,196. Total pro forma assets are US$168,814,766, with substantial goodwill and intangible assets reflecting the scale of the combined business.

How will the OIO Group–De Tomaso deal affect share counts and consideration shares?

The reverse stock split will proportionately reduce issued and outstanding shares and apply to equity awards and other securities. Consideration shares issued to De Tomaso shareholders will be adjusted proportionately to reflect the split, preserving the transaction’s overall economic value.

When are OIO Group shares expected to trade on a split-adjusted basis on Nasdaq?

OIO Group expects its ordinary shares to begin trading on a split-adjusted basis on April 24, 2026. Trading is planned on the Nasdaq Capital Market under the symbol “OIO,” concurrent with the closing of the business combination and effectiveness of the reverse stock split.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 536.4 KB
• EX-99.2 EX-99.2 12.2 KB