Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
05 September 2024 - 1:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
ESGL
Holdings Limited
(Name
of Issuer)
Ordinary
shares, par value $0.0001 per share
(Title
of Class of Securities)
G3R95P108
(CUSIP
Number)
55
Li Hwan Drive,
Singapore
557089
Tel:
+65 8890 0078
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
22, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1.
Names of Reporting Persons.
Samuel
Wu |
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3.
SEC Use Only
|
4.
Source of Funds (See Instructions)
PF |
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
Citizenship or Place of Organization
Singapore |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7.
Sole Voting Power
10,200,000(1) |
8.
Shared Voting Power
|
9.
Sole Dispositive Power
10,200,000(1) |
10.
Shared Dispositive Power
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
10,200,000(1) |
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13.
Percent of Class Represented by Amount in Row (11)
27.71%
(1)(2) |
14.
Type of Reporting Person (See Instructions)
IN |
| (1) |
Excludes 3,441,380 ordinary shares that are subject
to an option that may be exercised by the Reporting Person by November 22, 2024 pursuant to a Share Purchase Agreement dated August
21, 2024. |
| |
|
| (2) |
The percentage of shares owned is calculated based
on 36,798,039 ordinary shares issued and outstanding following the Issuer’s private placement that closed
on August 22, 2024. |
Item
1. Security and Issuer.
This
statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the ordinary shares (the “Ordinary
Shares”) of ESGL Holdings Limited (the “Issuer”). The principal executive offices of the Issuer are located at 101
Tuas South Avenue 2, Singapore 637226. The Ordinary Shares are listed on the Nasdaq Global Market under the symbol “ESGL.”
Item
2. Identity and Background.
| |
(a) |
This
Statement is filed by Samuel Wu (the “Reporting Person”). |
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|
|
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(b) |
The
business address of the Reporting Person is 55 Li Hwan Drive, Singapore 557089. |
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|
|
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(c) |
N/A. |
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|
|
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(d)–(e) |
During
the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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|
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(f) |
Samuel
Wu is a citizen of the Republic of Singapore. |
Item
3. Source and Amount of Funds or Other Consideration.
On
March 27, 2024, the Reporting Person entered into a Share Purchase Agreement dated March 27, 2024 (the “Purchase Agreement”)
with the Issuer, pursuant to which the Issuer issued in a private placement 10,000,000 Ordinary Shares to the Reporting Person
at a purchase price of US$0.25 per share. The initial closing under the Purchase Agreement took place on March 28, 2024 pursuant to which
the Reporting Person purchased 2,000,000 Ordinary Shares. The second and final closing under the Purchase Agreement took place on April
3, 2024 pursuant to which the Purchaser purchased 8,000,000 Ordinary Shares.
On August
21, 2024, the Reporting Person entered into a Share Purchase Agreement dated August 21, 2024 with the Issuer, pursuant to which the Issuer
issued in a private placement 200,000 Ordinary Shares to the Reporting Person at a purchase price of US$0.29 per share. The closing under
the Purchase Agreement took place on August 22, 2024. For a period of three months following the closing date, The Reporting Person was
granted the right to purchase up to an aggregate of 3,441,380 additional Ordinary Shares on the same and terms and conditions set forth
in the Share Purchase Agreement dated August 21, 2024.
Item
4. Purpose of Transaction.
The
information regarding the private placements set forth in Item 3 above is incorporated into this Item 4 by reference. All of the
Ordinary Shares beneficially owned by the Reporting Person, as reported in this Statement, were received in connection with the private
placements.
Samuel
Wu currently owns 27.71% outstanding shares of the Issuer, and, in such capacity, may have influence over the corporate activities
of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except
as described in this Statement, the Reporting Person does not have any present plans or proposals that relate to or would result in any
of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein,
the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose and/or
develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs
of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item
5. Interest in Securities of the Issuer.
| |
(a)
- (b) |
The
responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this
Statement that relate to the aggregate number and percentage of Ordinary Shares (including,
but not limited to, footnotes to such information) are incorporated herein by reference.
The
responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number
of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the
vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such
information) are incorporated herein by reference. |
| |
(c) |
Except
as set forth in this Statement, the Reporting Person has not, to the best of their knowledge, engaged in any transaction with respect
to the Issuer’s Ordinary Shares during the sixty days prior to the date of filing this Statement. |
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(d) |
Except
as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Ordinary Shares beneficially owned
by the Reporting Person as reported in this Statement. |
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|
|
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(e) |
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The
Reporting Person was granted the right to purchase up to an aggregate of 3,441,380 additional Ordinary Shares on the same and terms and
conditions set forth in the Share Purchase Agreement dated August 21, 2024.
Item
7. Material to be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Date:
September 4, 2024 |
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/s/
Samuel Wu |
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Samuel
Wu |
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