ESGL Holdings Terminates Forward Purchase Agreement with Vellar
Ticker: OIOWW · Form: 6-K · Filed: Mar 25, 2024 · CIK: 1957538
| Field | Detail |
|---|---|
| Company | Esgl Holdings Ltd (OIOWW) |
| Form Type | 6-K |
| Filed Date | Mar 25, 2024 |
| Risk Level | medium |
| Pages | 1 |
| Reading Time | 2 min |
| Key Dollar Amounts | $0.45, $4,400,000, $2.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: financing, agreement-termination
TL;DR
ESGL's forward purchase deal with Vellar is officially dead.
AI Summary
ESGL Holdings Ltd. announced the termination of its Forward Purchase Agreement with Vellar Opportunities Fund Master, Ltd. on March 25, 2024. This termination, initiated by Vellar on March 14, 2024, relates to an OTC Equity Prepaid Forward Transaction originally dated July 27, 2023.
Why It Matters
The termination of this agreement could impact ESGL's financing arrangements and future equity transactions.
Risk Assessment
Risk Level: medium — The termination of a forward purchase agreement can indicate financial distress or a change in the company's strategic direction, posing a risk to investors.
Key Players & Entities
- ESGL Holdings Ltd (company) — Filer of the 6-K report
- Vellar Opportunities Fund Master, Ltd. (company) — Party terminating the Forward Purchase Agreement
- March 25, 2024 (date) — Date of the 6-K filing
- March 14, 2024 (date) — Date of Vellar's termination notice
- July 27, 2023 (date) — Original date of the Forward Purchase Agreement
FAQ
What was the specific reason provided by Vellar for terminating the Forward Purchase Agreement?
The provided text states that Vellar issued a termination notice but does not specify the reason for termination.
What is the nature of the OTC Equity Prepaid Forward Transaction?
The filing describes it as an 'OTC Equity Prepaid Forward Transaction' but does not provide further details on its mechanics or purpose.
What are the implications of this termination for ESGL Holdings Ltd.'s financial position?
The filing does not detail the specific financial implications, but the termination of such an agreement typically affects financing and equity structures.
Has ESGL Holdings Ltd. entered into any new agreements to replace the terminated Forward Purchase Agreement?
The filing does not mention any new agreements being entered into as a replacement for the terminated Forward Purchase Agreement.
What is the principal executive office address for ESGL Holdings Ltd.?
The principal executive offices are located at 101 Tuas South Avenue 2, Singapore 637226.
Filing Stats: 394 words · 2 min read · ~1 pages · Grade level 13.5 · Accepted 2024-03-25 07:00:14
Key Financial Figures
- $0.45 — 52,641 Shares multiplied by the VWAP of $0.45 less $4,400,000 (being the Settlement A
- $4,400,000 — es multiplied by the VWAP of $0.45 less $4,400,000 (being the Settlement Amount Adjustment
- $2.00 — uct of the Maximum Number of Shares and $2.00) is a negative number, neither Vellar n
Filing Documents
- form6-k.htm (6-K) — 18KB
- 0001493152-24-011070.txt ( ) — 19KB
From the Filing
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 March 2024 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 Termination of Forward Purchase Agreement As previously disclosed in the Form 6-K filed by ESGL Holdings Limited (the “Company”) on March 21, 2024, the Company received a termination notice from Vellar Opportunities Fund Master, Ltd. (“Vellar”), dated March 14, 2024, pursuant to the Forward Purchase Agreement (the “Forward Purchase Agreement”), dated July 27, 2023, between the Company, Vellar Opportunities Fund Master, Ltd. (“Vellar”) and the other parties named therein, for an OTC Equity Prepaid Forward Transaction. Pursuant to the termination notice, Vellar notified the Company that the Valuation Date was March 15, 2024 as a result of the occurrence of a VWAP Trigger Event. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Forward Purchase Agreement. On March 22, 2024, the Company and Vellar entered into a Valuation Period Agreement pursuant to which the parties agreed that the Valuation Period concluded at 4:00 p.m. on March 21, 2024 and the Number of Shares as of the Valuation Date was equal to 52,641, calculated as 2,200,000 Shares (the Recycled Shares and Additional Shares) less 2,147,359 Shares (the Number of Shares Adjustment). As 52,641 Shares multiplied by the VWAP of $0.45 less $4,400,000 (being the Settlement Amount Adjustment, calculated as the product of the Maximum Number of Shares and $2.00) is a negative number, neither Vellar nor the Company is liable to the other party for any payment under the Forward Purchase Agreement. As a result of the conclusion of the Valuation Period, the obligations of Vellar and the Company under the Forward Purchase Agreement have been terminated. 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: March 25, 2024