ESGL Holdings Ltd-A美国存托凭证招股说明书(2025-10-02版)

ESGL HOLDINGS LIMITED 10,617,336 Ordinary Shares 692,331 Private Warrants 692,331 Ordinary Shares underlying Private Warrants 8,625,000 Ordinary Shares underlying Public Warrants This Prospectus Supplement No. 4 (this “Supplement”) relates to the prospectus of ESGL Holdings Limited (the “Company”), datedMarch 4, 2024 (the “Prospectus”), relating to (i) the resale by certain selling securityholders named in the Prospectus (the “SellingSecurityholders”), of up to 10,617,336 of our ordinary shares, $0.0001 par value per share (the “Ordinary Shares”), up to 692,331redeemable warrants (the “Private Warrants”) to purchase Ordinary Shares at a price of $11.50 per share, up to 692,331 OrdinaryShares issuable upon the exercise of the Private Warrants, and up to 8,625,000 Ordinary Shares issuable upon the exercise of thepublic warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”); and (ii) the issuance of up to8,625,000 Ordinary Shares that are issuable upon the exercise of the Public Warrants assumed by us and 377,331 Ordinary Shares thatare issuable upon the exercise of Private Warrants assumed by us. This Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extentthat the information in this Supplement supersedes the information contained in the Prospectus, and may not be delivered without theProspectus. This Supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourReport on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2025, disclosing the unauditedconsolidated financial statements of the Company for the six month period ended June 30, 2025, including Management’s Discussionand Analysis of Financial Condition and Results of Operations for such period (the “Form 6-K Report”). Accordingly, we haveattached the Form 6-K Report to this prospectus supplement. Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “ESGL.” On September 30, 2025, the last reported salesprice of our Ordinary Shares was $3.90 per share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus toread about factors you should consider before you make an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 4 is October 1, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANTTORULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934 For September 2025 Commission File No. 001-41772 ESGL Holdings Limited 101 Tuas South Avenue 2Singapore 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 This Form 6-K is being filed to include the unaudited consolidated financial statements of ESGL Holdings Limited (the “Company”)for the six month period ended June 30, 2025 (including Management’s Discussion and Analysis of Financial Condition and Results ofOperations for such period). The following exhibits are attached: SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Dated: October 01, 2025 ESGL Holdings Limited Unaudited Condensed Interim Consolidated Financial StatementsJune 30, 2025 and June 30, 2024 ESGL Holdings LimitedNotes to the Consolidated Financial Statements for Financial Periods ended June 30, 2025 and 2024 These notes form an integral part of and should be read in conjunction with the accompanying financial statements. 1.General information ESGL Holdings Limited ESGL Holdings Limited (“ESGL” or the “Company”) was incorporated in the Cayman Islands on November 18, 2022.Following the successful completion of a business combination on August 3, 2023, ESGL listed on Nasdaq and is a publiclytraded company. ESGL’s stock commenced trading August 4, 2023. ESGL’s subsidiaries are as follows: Environmental Solutions Group Holdings Limited Environmental Solutions Group Holdings Limited is a holding company incorporated under the laws of the Cayman Islandsas an exempted company with limited liability on June 14, 2022. The address of its registered office is 71 Fort Street, PO Box500, George Town, Grand Cayman, KY1-1106, Cayman Islands. As a holding company with no material operations of itsown, ESGH conducts all of its operations through its operating entity incorporated in Singapore, Enviro