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OIO Group has completed its previously announced business combination with De Tomaso Automobili Holdings, making De Tomaso a subsidiary and triggering a change of control. De Tomaso founder Norman Choi becomes the largest shareholder, beneficially owning about 67.6% of OIO’s ordinary shares.
In connection with the transaction, OIO implemented a 1‑for‑3 reverse stock split effective April 24, 2026, and its shares began trading on a split‑adjusted basis on the Nasdaq Capital Market under the ticker “OIO.” The company issued 333,333,334 ordinary shares as consideration, resulting in 348,022,108 shares outstanding, with former De Tomaso shareholders holding roughly 95.8% of the company. OIO plans to reconstitute its board and adjust senior management after filing its Form 20‑F for the year ended December 31, 2025, aligning governance with its new strategy as a Nasdaq‑listed platform for brand‑ and engineering‑driven operating businesses.
OIO Group, formerly ESGL Holdings, outlines progress toward its business combination with De Tomaso Automobili Holdings, a planned listing of the combined company on the Nasdaq Capital Market under the symbol “OIO,” and a 1-for-3 reverse stock split.
The reverse split will take effect just before the expected closing of the transaction, consolidating every three ordinary shares into one to support compliance with Nasdaq’s minimum bid price requirements. Fractional shares will be rounded up, and equity awards and other convertible securities will adjust proportionately.
Pro forma figures for the year ended December 31, 2025 show combined revenue of US$5,831,650 and a pro forma net loss of US$12,831,196, with pro forma total assets of US$168,814,766 and total liabilities of US$126,881,386. The pro forma balance sheet also includes US$29,675,239 of goodwill and US$101,646,708 of intangible assets, reflecting the enlarged combined group.
OIO Group reported a third closing of its previously disclosed private placement under a Share Purchase Agreement with accredited investors. On April 10, 2026, the company issued 750,000 ordinary shares at US$0.80 per share, raising $600,000 in gross proceeds.
Earlier closings under the same agreement included 375,000 shares for $300,000 on January 18, 2025 and 1,500,000 shares for $1,200,000 on November 21, 2025. The shares were sold in a private placement relying on the Section 4(a)(2) exemption under the U.S. Securities Act.
OIO Group Chief Financial Officer Ho Shian Ching filed an initial Form 3 to report existing ownership in the company. The filing shows direct beneficial ownership of 186,547 Ordinary Shares of OIO Group as of March 18, 2026, with no buy or sell transactions reported.
OIO Group director Fong Ming Huang Ernest reported his existing ownership position in the company. The filing shows he directly holds 247,772 Ordinary Shares of OIO Group following the reported date, with no explicit buy or sell transaction recorded in this Form 3 entry.
OIO Group director Lim Boon Yew Gary reported his ownership of the company’s ordinary shares. The Form 3 filing shows he holds 13,333 ordinary shares directly, establishing his initial disclosed equity position as a company insider.
OIO Group director Dorett Anita Pushparani reported her initial ownership position, showing direct holdings of 13,333 Ordinary Shares as of March 18, 2026. This Form 3 filing records her share ownership as a company insider, without indicating any recent share purchases or sales.
OIO Group director Yap Chin Yee Richard has filed an initial insider ownership report on Form 3. The filing identifies him as a director and indicates no insider transactions or derivative positions in OIO Group securities in the data provided.
OIO Group director and Chief Executive Officer Quek Leng Chuang has filed an initial Form 3 showing his existing stake in the company. The filing reports direct ownership of 3,264,019 Ordinary Shares of OIO Group. This Form 3 is a disclosure of holdings rather than a new buy or sell transaction.
OIO Group director and officer Law Beng Hui has filed an initial ownership report showing a significant stake in the company. The Form 3 filing indicates direct ownership of 1,348,911 Ordinary Shares of OIO Group as of the reporting date. This is a baseline disclosure of holdings rather than a record of a new share purchase or sale, providing investors with clarity on the size of his equity position in the company.