ESGL Holdings Completes Partial Private Placement

TL;DR

ESGL Holdings raises $375K in private placement, selling 375K shares at $0.80.

AI Summary

On January 17, 2025, ESGL Holdings Limited entered into a Share Purchase Agreement for a private placement of 37,500,000 ordinary shares at $0.80 per share. The first closing on January 18, 2025, resulted in the issuance of 375,000 shares and gross proceeds of $375,000.

Why It Matters

This private placement provides ESGL Holdings with immediate capital, potentially funding operations or growth initiatives.

Risk Assessment

Risk Level: medium — Private placements can dilute existing shareholders and may indicate a need for capital, but the specific terms and amount raised are key factors.

Key Numbers

• 37,500,000 — Shares in Private Placement (Total shares to be issued in the private placement)
• $0.80 — Price Per Share (Purchase price for each ordinary share in the private placement)
• $375,000 — Gross Proceeds (First Closing) (Capital raised from the initial closing of the private placement)

Key Players & Entities

• ESGL Holdings Limited (company) — Company filing the report and conducting the private placement
• January 17, 2025 (date) — Date of the Share Purchase Agreement
• January 18, 2025 (date) — Date of the first closing of the private placement
• 37,500,000 (dollar_amount) — Total ordinary shares to be issued in the private placement
• US$0.80 (dollar_amount) — Purchase price per ordinary share
• 375,000 (dollar_amount) — Ordinary shares issued in the first closing
• $375,000 (dollar_amount) — Gross proceeds received from the first closing

FAQ

Key Financial Figures

• $0.80 — the Purchasers at a purchase price of US$0.80 per share. The first closing of the pri
• $375,000 — y shares and received gross proceeds of $375,000. The second closing under the Purchase
• $29,700,000 — sers for an aggregate purchase price of $29,700,000. The Company shall use approximately 20

Filing Documents

• form6-k.htm (6-K) — 20KB
• ex10-1.htm (EX-10.1) — 84KB
• 0001493152-25-003237.txt ( ) — 105KB

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 January 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 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 $375,000. The second closing under the Purchase Agreement shall occur on or before April 22, 2025 pursuant to which the Company shall issue 37,125,000 ordinary shares to the Purchasers for an aggregate purchase price of $29,700,000. 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 “Securities Act”). As soon as practicable following the second closing and the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, the Company shall use its commercially reasonable efforts to prepare and file a registration statement with the Securities and Exchange Commission registering the ordinary shares for resale on behalf of the Purchasers. The Company also agreed to use its commercially reasonable efforts to cause such registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date that all of the shares covered by such registration statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144. 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. 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: January 22, 2025

View Full Filing

View this 6-K filing on SEC EDGAR