Core Viewpoint - ESGL Holdings Limited has agreed to acquire De Tomaso Automobili, aiming to enhance shareholder value and create a strategic partnership for future growth [2][4]. Group 1: Transaction Details - The acquisition involves ESGL acquiring the entire issued share capital of De Tomaso Automobili in exchange for newly issued ordinary shares of ESGL, subject to certain closing conditions [1][4]. - The transaction has been unanimously approved by the directors of both companies and is expected to close in the second quarter of 2025, pending necessary approvals [4]. Group 2: Strategic Highlights - The partnership is expected to leverage ESGL's expertise in low-impact manufacturing to enhance De Tomaso Automobili's vehicle production and expand its global market presence [5]. - Both companies believe the transaction will strengthen their financial positioning, unlock long-term value for investors, and accelerate growth opportunities [8]. Group 3: Company Backgrounds - De Tomaso Automobili is a renowned Italian high-performance automotive brand with a legacy of over 65 years, known for luxury and exceptional performance [6]. - ESGL Holdings Limited is a Singapore-based carbon-neutral enviro-tech company focused on transforming spent industrial chemicals into sustainable circular products [7].

Core Insights - ESGL Holdings Limited achieved its first-ever profitable half-year for its operating subsidiary, marking a significant improvement from the loss in the first half of 2023 [2][5] - The company's revenue for the first half of 2024 reached US$3.49 million, reflecting a 2.8% increase year-on-year despite facing regulatory challenges [2] - Loss before taxation improved by 45.3%, decreasing from US$590,000 in the first half of 2023 to US$322,000, attributed to effective cost management [2][11] Financial Performance - Revenue Growth: The first half of 2024 saw revenue increase to US$3.49 million, a 2.8% improvement from US$3.39 million in the same period of 2023 [2][11] - Significant Reduction in Losses: Loss before taxation improved by 45.3%, from US$590,000 in H1 2023 to US$322,000 in H1 2024 [2][11] - Logistics Cost Savings: Logistics costs were reduced by US$527,000, representing a 66.6% decrease year-on-year [2] Operational and Segment Performance - Solid Waste Thermal Processing Solutions: Revenue grew by 8.15%, supported by the collection of new waste types and an expanded customer base [3] - Liquid Waste Synthesis Solutions: Revenue declined by 45.8% due to regulatory impacts on a key customer, with expectations for recovery in the second half of 2024 [3] - Circular Products Sales: Sales decreased by 39.1% due to lower demand for base metals, though the company remains optimistic about market recovery [3] Outlook - The company is optimistic about the second half of 2024, focusing on expanding its solid hazardous waste customer base and regaining liquid hazardous waste volume while maintaining operational efficiency [4] - ESGL is actively working to renew long-term contracts with key clients to sustain and enhance profitability [4] CEO Statement - The CEO highlighted the achievement of the first profitable half-year as a reflection of the company's strategic focus on cost efficiency and operational optimization, expressing confidence in sustained growth across core segments [5]

Core Insights - ESGL Holdings Limited and STMicroelectronics have achieved a significant milestone by creating the world's first sustainable brick made from NEWSPAR, a material regenerated from hazardous semiconductor waste [1][2][3] Group 1: Revolutionary Technology and Circular Innovation - ESGL has developed NEWSPAR, a proprietary material that transforms hazardous semiconductor waste into a sustainable resource, resulting in durable bricks suitable for construction [2][3] - The innovative process involves advanced research and development, showcasing the potential of waste reutilization in creating environmentally friendly products [2][3] Group 2: Driving Decarbonization and Advancing the Circular Economy - The creation of NEWSPAR is expected to drive substantial decarbonization across supply chains, reinforcing the shift towards a circular economy [3] - This achievement sets a new benchmark for sustainable practices in critical industries, highlighting ESGL's commitment to minimizing environmental impact [3] Group 3: Leadership Endorsement - Leadership from both ESGL and STMicroelectronics expressed enthusiasm for the partnership, emphasizing the importance of collective action in achieving sustainability goals [4] - The collaboration is seen as a significant win for the semiconductor industry, with plans to expand the application of circular synthetic products in various manufacturing processes [4] Group 4: About ESGL Holdings Limited - ESGL Holdings Limited is a Singapore-based carbon-neutral enviro-tech company focused on transforming industrial waste into circular products, positioning itself as a leader in the environmental solutions industry [5] Group 5: About NEWSPAR - NEWSPAR is derived from recycled Hydrofluoric wastewater sludge and Hydrofluoric Acid, providing an alternative to natural fluorspar and reducing reliance on mining [6] - The production of synthetic fluorspar through ESGL's proprietary technology aims to integrate this material into other industries, further lowering environmental impact [6]

As filed with the Securities and Exchange Commission on May 28, 2024 Registration No. 333-278644 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact Name of Registrant as Specified in Its Charter) (State or Other jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT Cayman Islands 4954 Not applicable (I.R.S. Employer Identification Number) UNDER THE SECURITIES ACT OF 1933 ESGL HOLD ...

Financial Performance - The Group incurred net losses of US$94,979,338 and US$2,391,812 for the years ended December 31, 2023 and 2022, respectively, with an accumulated deficit of US$99,985,928 as of December 31, 2023[28]. - The Group's actual revenue for the fiscal year 2023 was approximately US$6.2 million, significantly below the projected US$11.0 million, impacted by high redemptions from the merger and operational challenges[36]. - Revenue increased by approximately US$1.2 million or 23.5% from US$4.99 million in FY2022 to US$6.16 million in FY2023, primarily driven by a 71.8% increase in waste disposal services[159]. - The Group recorded a net loss of approximately US$95.0 million for the year ended December 31, 2023, an increase of approximately US$92.6 million or >100% compared to a net loss of approximately US$2.4 million for 2022[173]. - EBITDA for the year ended December 31, 2023 was approximately (US$92.1 million), a decrease of >100% compared to EBITDA of US$162,799 for 2022, primarily due to non-recurring listing expenses of US$93.1 million[175][176]. Operational Challenges - The Group's revenue generation was further affected by geopolitical tensions, market volatility, and unexpected regulatory changes in Singapore, which hindered operational efficiency[36]. - The Group's ability to achieve profitability is contingent on increasing operating capacity and successfully commercializing circular products, which have begun sales of Fluorspar and Kao Lin[31]. - The Group faces significant capital requirements for operations and growth, with historical funding primarily through ordinary shares, operational cash, and bank borrowings[35]. - The Group's operations are subject to risks from extreme weather events and climate change, which could limit waste collection and increase operational costs[45]. - The Group's insurance coverage may be inadequate to cover all significant risk exposures, potentially impacting financial condition and results of operations[48]. Market and Economic Factors - The Group's business is directly affected by changes in national economic factors, including consumer confidence and interest rates, which can impact revenues and operating margins[54]. - The Company is currently facing economic uncertainty due to inflationary pressures and potential government actions that may restrict credit availability, adversely impacting demand for its products and services[73]. - Inflationary pressures and rising interest rates may adversely affect the selling prices of the Group's circular products, impacting revenue and operating profit margins[38]. - The Group's revenues and cash flows are susceptible to fluctuations in commodity prices, particularly for recyclable materials and circular products, which can be volatile due to market conditions[42]. Workforce and Labor Costs - Approximately 64.7% of the Group's total workforce comprises foreign workers, which may lead to increased labor costs due to foreign worker levies[65]. - The monthly baseline wage for an entry-level waste collection crew worker is expected to increase from S$2,210 in 2023 to S$3,260 in 2028 under the new progressive wage model[66]. - The Group paid foreign worker levies of US$168,137 and US$97,703 for the fiscal years ended December 31, 2023 and 2022, respectively[64]. - Employee benefits expense rose by approximately US$431,000 or 46.2% from US$933,000 in FY2022 to US$1.36 million in FY2023, driven by increased salaries and headcount[168]. Compliance and Regulatory Risks - The Group's licenses and permits are subject to periodic renewal, and failure to comply with regulations could result in revocation or penalties[68]. - The Company is subject to the Sarbanes-Oxley Act, requiring effective internal controls over financial reporting, which may strain its resources[89]. - Failure to maintain effective internal controls could result in material misstatements in financial statements and potential delisting[90]. - As a foreign private issuer, the Company is exempt from certain Nasdaq corporate governance standards, which may provide less protection to shareholders[95]. Strategic Initiatives and Future Plans - ESA plans to enhance its sludge thermal processing capacity and increase its spent acid processing capacity to improve waste processing capabilities[116]. - The company has entered into a joint development agreement with Nanomatics Pte Ltd to develop carbon nanotubes and hydrogen from waste plastic[119]. - ESA's commitment to corporate social responsibility includes a partnership with the Alliance to End Plastic Waste to recycle at least 350 metric tons of plastics through educational programs in Singapore[135]. - The Company intends to retain earnings for business operations and expansion, which may limit the ability of shareholders to receive returns on their investments[76]. Financial Position and Cash Flow - As of December 31, 2023, the Group has outstanding borrowings classified as current liabilities totaling approximately US$5.7 million[56]. - The Group generated net cash from operating activities of approximately US$5.3 million for the year ended December 31, 2023, despite a significant loss before income tax of approximately US$94.8 million[184]. - Net cash used in investing activities was approximately US$2.0 million for the year ended December 31, 2023, primarily due to the purchase of property, plant, and equipment and intangible assets[186]. - Net cash used in financing activities was approximately US$3.1 million for the year ended December 31, 2023, mainly for the repayment of bank borrowings and lease liabilities[188]. Competition and Market Position - The Group faces significant competition from larger waste management companies, which may impact its market share and pricing strategies[148]. - ESA's waste management operations sent only 5 to 8% of the waste collected to landfills in 2023, significantly lower than competitors[114]. - ESA's primary business focus includes converting industrial waste into circular products such as pyrolysis oil, metals, and chemicals[108]. - The Group's future working capital requirements will depend on revenue growth, new product introductions, and expansion of sales and marketing activities[182].

SINGAPORE, May 06, 2024 (GLOBE NEWSWIRE) -- ESGL Holdings Limited (NASDAQ: ESGL) (“ESGL” or the “Company”), a sustainable waste solutions provider whose mission is to upcycle industrial waste into circular products using innovative technologies and renewable energy, today announced it will host a conference call to discuss full year 2023 results on Friday, May 10, 2024, at 8:00 a.m. EDT. The Company expects to report double-digit revenue growth for 2023, reflecting its significant expansion in capacity. Man ...

SINGAPORE, May 06, 2024 (GLOBE NEWSWIRE) -- ESGL Holdings Limited (NASDAQ:ESGL) ("ESGL" or the "Company"), a sustainable waste solutions provider whose mission is to upcycle industrial waste into circular products using innovative technologies and renewable energy, today announced it will host a conference call to discuss full year 2023 results on Friday, May 10, 2024, at 8:00 a.m. EDT. The Company expects to report double-digit revenue growth for 2023, reflecting its significant expansion in capacity. Mana ...

As filed with the Securities and Exchange Commission on April 23, 2024 Registration No. 333-278644 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESGL HOLDINGS LIMITED (Exact Name of Registrant as Specified in Its Charter) (State or Other jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Cayman Islands 4954 Not applicable (I.R.S. Employer Identifi ...

As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESGL HOLDINGS LIMITED (Exact Name of Registrant as Specified in Its Charter) (State or Other jurisdiction of Incorporation or Organization) Cayman Islands 4954 Not applicable (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 101 Tuas S ...

Registration No. 333-274586 UNITED STATES SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on February 20, 2024 Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESGL HOLDINGS LIMITED (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 4954 Not applicable (State or Other jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...