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
Completion
of Business Combination and Change of Control
On
April 24, 2026, OIO Group (the “Company”) completed its previously announced business combination with De Tomaso Automobili
Holdings Limited (“De Tomaso”) (the “Business Combination”).
As
a result of the Business Combination, De Tomaso became a subsidiary of the Company, and a change of control of the Company occurred.
Following
closing, Norman Choi, founder of De Tomaso, became the Company’s largest shareholder and, based on the Company’s post-closing
capitalization, beneficially owns approximately 67.6% of the Company’s issued and outstanding ordinary shares.
Reverse
Stock Split
In
connection with the Business Combination, the Company effected a one-for-three (1-for-3) reverse stock split of its issued and outstanding
ordinary shares, effective April 24, 2026.
The
reverse stock split was approved by the Company’s shareholders at the extraordinary general meeting held on June 10, 2025, with
the final ratio determined by the Company’s board of directors immediately prior to effectiveness.
The
Company’s ordinary shares commenced trading on The Nasdaq Capital Market on a split-adjusted basis under the ticker symbol “OIO”
on April 24, 2026.
Issuance
of Consideration Shares and Post-Closing Capitalization
In
connection with the Business Combination, the Company issued an aggregate of 333,333,334 ordinary shares to the shareholders of De Tomaso
as consideration for the transaction.
Following
the effectiveness of the reverse stock split and the issuance of the consideration shares, the Company has 348,022,108
ordinary shares issued and outstanding.
Based
on the Company’s post-closing capitalization, the former shareholders of De Tomaso hold approximately 95.8% of the Company’s
issued and outstanding ordinary shares.
The
foregoing ownership percentages are based on the Company’s issued and outstanding ordinary shares immediately following the closing
of the Business Combination and the effectiveness of the reverse stock split, and do not give effect to the exercise of outstanding warrants,
options or other convertible or exercisable securities, unless otherwise stated.
Board
of Directors and Management
As
of the date of this Report, the Company’s existing board of directors and management team remain in place. The Company intends
to reconstitute its board of directors and implement related senior management changes following the filing of its annual report on Form
20-F for the fiscal year ended December 31, 2025. The Company expects such governance transition to align the Company’s leadership
structure with its post-combination strategy. Details of such changes will be disclosed in a subsequent Report on Form 6-K and/or press
release, as appropriate.
Prior
Pro Forma Financial Information
The
Company previously furnished unaudited pro forma condensed financial information reflecting the Business Combination in a Report on Form
6-K filed with the Securities and Exchange Commission on April 22, 2026. This Report does not include or re-furnish such pro forma financial
information.
Strategic
Positioning
Following
the completion of the Business Combination, the Company is positioned as a Nasdaq-listed platform focused on building and supporting
distinctive operating businesses with strong brand equity, engineering capability and long-term value creation potential.
Forward-Looking
Statements
This
Report on Form 6-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995,
including statements regarding the Company’s anticipated governance transition, leadership structure and strategic direction. Forward-looking
statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ
materially from those expressed or implied. Such risks and uncertainties include, but are not limited to, risks relating to the Company’s
post-combination integration, future strategy, liquidity, capital markets conditions, Nasdaq listing compliance, 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.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 23, 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 27, 2026 |
|
|
Exhibit 99.1
OIO
Group Completes De Tomaso Business Combination, Establishing New Control and Strategic Platform for Growth
SINGAPORE,
April 23, 2026 (GLOBE NEWSWIRE) — OIO Group (NASDAQ: OIO) (“OIO” or the “Company”) today announced the
completion of its previously announced business combination with De Tomaso Automobili Holdings Limited (“De Tomaso”), resulting
in a change of control of the Company.
This
milestone represents a transformational step for OIO as it advances its strategy to build a portfolio of distinctive, high-value operating
businesses anchored in brand heritage, engineering excellence, and long-term value creation.
As
a result of the closing of the transaction, De Tomaso’s founder, Norman Choi, becomes the controlling shareholder of OIO Group,
positioning the Company under leadership with deep expertise in luxury performance automotive, brand development, and global market expansion.
Mr. Choi is expected to assume the roles of Chief Executive Officer and Chairman following completion of customary post-closing corporate
actions.
A
Platform for High-Value Growth
The
combination brings together:
| |
● |
De Tomaso’s globally recognized luxury automotive brand
and engineering pedigree, and |
| |
|
|
| |
● |
OIO’s Nasdaq-listed platform designed to scale differentiated
operating businesses. |
With
this foundation, OIO is now positioned to expand into premium, engineering-led sectors, leveraging brand equity, disciplined execution,
and strategic capital deployment.
The
Company believes the transaction significantly enhances its strategic optionality, enabling it to pursue value-accretive opportunities
across high-margin, brand-driven industries.
Reverse
Stock Split
In
connection with the closing of the transaction, the Company confirms that a 1-for-3 reverse stock split of its ordinary shares
will take effect with the commencement of trading on April 24, 2026, aligning its capital structure with Nasdaq listing requirements,
following the completion of the business combination.
Further
details regarding the transaction and reverse stock split have been disclosed in a Form 6-K filed with 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 advancing a broader portfolio strategy centered on
businesses where brand strength, engineering excellence, and disciplined value creation intersect. Following the completion of the business
combination, OIO will continue to evolve as a platform focused on developing and supporting distinctive operating businesses across complementary
sectors.
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. 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
