ESGL Holdings Ltd-A美国存托凭证说明书(2025-01-17版)

Prospectus Supplement No. 2 to Prospectus dated June 5, 2024 ESGL HOLDINGS LIMITED 10,000,000 Ordinary Shares This Prospectus Supplement No. 2 (this “Supplement”) relates to the prospectus of ESGL Holdings Limited, datedJune 5, 2024 (the “Prospectus”), relating to the resale from time to time by the selling shareholder named in theProspectus (the “Selling Shareholder”), of up to 10,000,000 of our ordinary shares, $0.0001 par value per share (the“Ordinary Shares”). This Supplement should be read in conjunction with the Prospectus and is qualified byreference to the Prospectus, except to the extent that the information in this Supplement supersedes the informationcontained in the Prospectus, and may not be delivered without the Prospectus. This Supplement is being filed to include the unaudited consolidated financial statements and operating results ofESGL Holdings Limited for the six month period ended June 30, 2024. Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “ESGL”. On January 15, 2025, the lastreported sales price of our Ordinary Shares was $1.23 per share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of theProspectus to read about factors you should consider before you make an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this Supplement is truthful or complete. Any representationto the contrary is a criminal offense. The date of this Prospectus Supplement No. 2 is January 16, 2025 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS You should read the following discussion and analysis of the Group’s financial condition and results of operationsin conjunction with the section entitled “Selected Historical Financial Information of the Group”, the Group’scombined and consolidated financial statements, and the related notes included elsewhere in this registrationstatement, which were prepared in accordance with IFRS, as issued by the IASB, and presented in U.S. dollars(US$), which is the Group’s functional currency. This discussion contains forward-looking statements that involverisks and uncertainties. The Group’s actual results and the timing of events could differ materially from thoseanticipated in these forward- looking statements as a result of various factors, including those set forth under “RiskFactors” and elsewhere in this prospectus. Overview ESGL is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As aholding company with no material operations of its own, the Group conducts all its operations through its operatingentity incorporated in Singapore, ESA. The Group is a waste management, treatment and recycling company involved in the collection and recycling ofhazardousand non-hazardous industrial waste from customers such as pharmaceutical,semiconductor, petrochemical and electroplating companies. The Group currently has two revenue streams, from: (i) servicesincome which is primarily comprised of the fees charged to customers for the provision of waste collection anddisposal services, which fees are similar to those charged by the Group’s competitors, and (ii) the sales and tradingofits circular products made from recycled waste,which is believed to make the Group a unique andenvironmentally-friendly offering in the marketplace. The Ordinary Shares being registered for resale in connection with this offering will constitute a considerablepercentage of our “public float” (defined as the number of our outstanding Ordinary Shares held by non-affiliates).The Selling Shareholders named herein beneficially own in the aggregate 17,241,380 Ordinary Shares registered forresale hereunder, which is equal to approximately 42.8% of our outstanding Ordinary Shares. The SellingShareholders will be able to sell all of their Ordinary Shares for so long as the registration statement of which thisprospectus forms a part is available for use. In addition, the Ordinary Shares being registered for resale hereunderwere purchased by the Selling Shareholders at a price below the current market price of our Ordinary Shares. Giventhe substantial amount of redemptions in connection with the Business Combination and the relative lack of liquidityin our stock, sales of our Ordinary Shares under the registration statement of which this prospectus is a part couldresult in a significant decline in the market price of our securities. Factors Affecting the Group’s Performance and Related Trends The Group believes that the key factors affecting its performance and financial performance include: (i)Continuous Engagement with the Group’s Customers: The Group benefits from its uniqueapproach to waste handling — captive consumption, which has allowed it to capture customersfrom the target market segment of multinational corporations th