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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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ESGL Holdings Limited (Name of Issuer) |
Ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G3R95P108 (CUSIP Number) |
Samuel Wu 55 Li Hwan Drive, U0, U0, 557089 65 88900078 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/15/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | G3R95P108 |
| 1 |
Name of reporting person
Samuel Wu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,641,380.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage is calculated based on 40,239,419 ordinary shares issued and outstanding on December 20, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, par value $0.0001 per share |
| (b) | Name of Issuer:
ESGL Holdings Limited |
| (c) | Address of Issuer's Principal Executive Offices:
101, TUAS SOUTH AVENUE 2, U0,
SINGAPORE
, 637226. |
| Item 2. | Identity and Background |
| (a) | Samuel Wu |
| (b) | 55 Li Hwan Drive, Singapore 557089 |
| (c) | N/A |
| (d) | 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. |
| (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. |
| (f) | 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. The Reporting Person exercised the right to purchase 3,441,380 additional Ordinary Shares on September 27, 2024.
On September 14, 2024, the Reporting Person sold 4,000,000 Ordinary Shares in a private transaction at the sale price of US$1.02 per share.
On January 15, 2025, the Reporting Person sold 3,000,000 Ordinary Shares in a private transaction at the sale price of US$1.00 per share. | |
| Item 4. | Purpose of Transaction |
Samuel Wu currently owns 16.50% 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. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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. |
| (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. |
| (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. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
1. Share Purchase Agreement dated March 27, 2024 (incorporated by reference to Exhibit 10.1 to the report on Form 6-K filed by ESGL Holdings Limited with the SEC on April 1, 2024).
2. Share Purchase Agreement dated August 21, 2024 (incorporated by reference to Exhibit 10.1 to the report on Form 6-K filed by ESGL Holdings Limited with the SEC on August 23, 2024). |
| 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.
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