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 January 2026

 

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

 

On December 31, 2025, ESGL Holdings Limited (“ESGL”) entered into a letter of extension with De Tomaso Automobili Holdings Limited (“De Tomaso”) pursuant to which ESGL and De Tomaso agreed to extend the term of the share purchase agreement between the parties from December 31, 2025 to January 31, 2026.

 

A copy of the form of letter of extension entered into by the parties is filed hereto as Exhibit 10.1 and incorporated herein by reference.

 

Exhibits

 

Exhibit No.

  

Description

10.1

   Letter of Extension

 

 

 

 

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 7, 2026    

 

 

 

 

Exhibit 10.1

 

LETTER OF EXTENSION OF LONG STOP DATE

 

31 December 2025

 

De Tomaso Automobili Holdings Limited

The Grand Pavilion Commercial Centre

802 West Bay Road, Grand Cayman

Cayman Islands

 

De Tomaso Automobili Holdings Limited

Trust Company Complex

Ajeltake Road, Ajeltake Island, Majuro

Republic of the Marshall Islands MH 96960

 

Ideal Team Ventures

Vistra Corporate Services Centre

Wickhams Cay II

Road Town, Tortola, VG1110

British Virgin Islands

 

RE: Extension of Long Stop Date of the Share Purchase Agreement Dated 26 February 2025

 

Dear Sirs,

 

1.Reference is made to (i) the share purchase agreement in relation to the proposed acquisition of all the outstanding shares of De Tomaso Automobili Holdings Limited by ESGL Holdings Limited (the “Purchaser”) dated 26 February 2025 entered into by you and the Purchaser (the “Agreement”), and (ii) the extension letter dated 1 August 2025.
  
2.Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Agreement.
  
3.For the purposes of the Agreement, including without limitation Clause 5 (Conditions to Closing) thereof, we hereby propose and seek your agreement that the long stop date of the Agreement be further extended for one month from 31 December 2025 to 31 January 2026, so that Clause 5.4 of the Agreement as amended should read as follows:

 

“Unless otherwise agreed among the Parties in writing, if the conditions contained in Clause 5.1 have not been fulfilled or waived on or before 31 January 2026, this Agreement shall automatically terminate (other than the Surviving Provisions which shall remain binding on the Parties) and the obligation of ESGL to purchase, and the obligation of the De Tomaso Shareholders to sell, the Sale Shares shall cease. In such event, each of the Parties shall cease to have any rights or obligations under this Agreement, save for the accrued rights or liabilities of any Party to any other Party in respect of the terms herein at or before such termination.”

 

4.In anticipation of Closing and as part of furthering our strategic partnership, we have commenced with the necessary steps in relation to the Change in Company Name and the Change in Ticker Symbol.
  
5.Except as expressly amended by this letter, all of the terms in the Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.
  
6.This letter shall be governed by and construed in accordance with the laws of Singapore, without reference to its conflict of laws provisions. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this letter.
  
7.Please acknowledge and signify your agreement to the terms set forth in this letter by countersigning a copy of this letter and return an executed copy to the attention of QUEK Leng Chuang.

 

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Yours faithfully, 
  
EXECUTED AS A DEED 
for and on behalf of 
ESGL Holdings Limited 
  
/s/ QUEK Leng Chuang 
QUEK Leng Chuang 
Chairman and CEO 
  
in the presence of: 
  
/s/ LAW Beng Hui 
LAW Beng Hui 

 

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Agreed to and accepted by: 
  
EXECUTED AS A DEED 

for and on behalf of

 
De Tomaso Automobili Holdings Limited (Cayman Islands) 
  
/s/ CHOI Sung Fung 
CHOI Sung Fung 
Director 
  
in the presence of: 
  
/s/ Diana MAJCHER 
Diana MAJCHER 
  
EXECUTED AS A DEED 

for and on behalf of

 
De Tomaso Automobili Holdings Limited (Marshall Islands) 
  
/s/ CHOI Sung Fung 
CHOI Sung Fung 
Director 
  
in the presence of: 
  
/s/ Diana MAJCHER 
Diana MAJCHER 
  
EXECUTED AS A DEED 

for and on behalf of

 
Ideal Team Ventures Limited 
  
/s/ CHOI Sung Fung 
CHOI Sung Fung 

Director

 
  
in the presence of: 
  
/s/ Diana MAJCHER 
Diana MAJCHER 

 

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