ESGL Holdings Ltd-A美股招股说明书(2024-12-20版)

17,241,380 Ordinary Shares We are registering for resale by the selling shareholders named herein (the “Selling Shareholders”) up to17,241,380 of our ordinary shares, $0.0001 par value per share (the “Ordinary Shares”). The Selling Shareholders may offer, sell or distribute all or a portion of the securities hereby registered publiclyor through private transactions at prevailing market prices or at negotiated prices. We will not receive any of theproceeds from such sales of the Ordinary Shares. We will bear all costs, expenses and fees in connection with theregistration of these securities, including with regard to compliance with state securities or “blue sky” laws. TheSelling Shareholders will bear all commissions and discounts, if any, attributable to their sale of Ordinary Shares.See “Plan of Distribution.” Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “ESGL”. On November 27, 2024,the last reported sales price of our Ordinary Shares was $1.35 per share. The Ordinary Shares being registered for resale in this prospectus will constitute a considerable percentage ofour “public float” (defined as the number of our outstanding Ordinary Shares held by non-affiliates). In addition, theOrdinary Shares being registered for resale hereunder were purchased by the Selling Shareholders at a price belowthe current market price of our Ordinary Shares. Given the substantial amount of redemptions in connection with theBusiness Combination and the relative lack of liquidity in our stock, sales of our Ordinary Shares under theregistration statement of which this prospectus is a part could result in a significant decline in the market price of oursecurities. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus, and undersimilar headings in any amendment or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus is December 20, 2024 TABLE OF CONTENTS PageSelected Definitions1Cautionary Statement Regarding Forward-Looking Statements2Summary of the Prospectus3The Offering5Risk Factors6Use of Proceeds22Market Price of our Securities23Management’s Discussion and Analysis of Financial Condition and Results of Operations24 Business44Management53Description of Ordinary Shares59Description of Warrants69Beneficial Ownership of Securities70Selling Shareholders71Certain Relationships and Related Party Transactions72U.S. Federal Income Tax Considerations75Plan of Distribution79Legal Matters81Experts81Where You Can Find More Information81Index to Financial StatementsF-1 No one has been authorized to provide you with information that is different from that contained in thisprospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume thatthe information contained in this prospectus is accurate as of any date other than that date. For investors outside the United States: We have not done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other thanin the United States. You are required to inform yourselves about and to observe any restrictions relating to thisoffering and the distribution of this prospectus. Table of Contents SELECTED DEFINITIONS ●“$” or “US$” or “U.S. dollars” or “USD” refers to the legal currency of the United States.●“Amendedand Restated Memorandum of Association”means ESGL’s amended and restatedmemorandum of association adopted by special resolutions dated July 28, 2023 and effective on August 2,2023.●“Board” means the board of directors of the Company.●“Business Combination” means the Merger contemplated by the Merger Agreement.●“Code” means the Internal Revenue Code of 1986, as amended.●“Company” means ESGL Holdings Limited.●“Closing” means the closing of the Business Combination.●“ESA” means Environmental Solutions (Asia) Pte. Ltd., which was incorporated under the laws ofSingapore on May 8, 1999.●“ESGH” means Environmental Solutions Group Holdings Limited, a holding company incorporated underthe laws of the Cayman Islands as an exempted company with limited liability on November 18, 2022.●“ESGL” means ESGL Holdings Limited, a Cayman Islands exempt company.●“Exchange Act” means the Securities Exchange Act of 1934, as amended. ●“founder shares” means the 2,156,250 Ordinary Shares issued to the Initial Stockholders at Closing inexchange for the 2,156,250 shares of GUCC Class B common stock issued for an aggregate purchase priceof $25,000 in March 2021.●“GAAP” means accounting principles generally accepted in the United States of America.●“Group”