OIO Group, formerly ESGL Holdings Limited, announced on April 28 2026 that it had completed its business combination with De Tomaso Automobili Holdings Limited, executed a 3‑for‑1 reverse stock split on April 24 2026, and now trades on the Nasdaq Capital Market under the ticker “OIO.” The post‑closing share capital stands at 348,022,108 ordinary shares outstanding, reflecting the new share issuance that formed part of the all‑stock transaction.
The consideration for the deal was 333,333,334 ordinary shares issued to former De Tomaso shareholders. After the reverse split, the combined entity’s share count settled at 348,022,108, a figure that matches the post‑closing share capital reported in the company’s filing. The reverse split was undertaken to meet Nasdaq’s minimum bid‑price requirement and to consolidate the share structure following the acquisition.
Strategically, the transaction marks a pivot from ESGL’s legacy waste‑management focus to a brand‑led platform centered on luxury mobility and advanced engineering. By acquiring De Tomaso, OIO Group gains a storied automotive brand and a portfolio of engineering capabilities that align with its new vision of delivering high‑margin, high‑technology products to a niche luxury market.
Financially, the combined entity has a challenging history. ESGL reported sales of $6.1 million and a net loss of $0.633 million for the year ended December 31 2024, while OIO reported sales of $5.83 million and a net loss of $4.76 million for the year ended December 31 2025. The pro‑forma net loss for the combined entity for the period ended December 31 2025 was $12.8 million on revenue of $5.83 million, underscoring the cash burn and profitability pressures that the new business model must overcome.
The deal also resulted in a change of control. De Tomaso founder Norman Choi now holds approximately 67.6 % of OIO Group’s shares, and former De Tomaso shareholders collectively own about 95.8 % of the post‑transaction equity, leaving legacy ESGL shareholders a small minority stake in the combined company.
Investor sentiment has remained cautious. The company’s weak financial health, history of losses, and the perception of a reverse split have weighed on confidence, while the acquisition’s potential to unlock premium margins in the luxury automotive sector offers a tailwind that may attract long‑term investors who value brand strength and engineering expertise.
Management has emphasized that the rebranding to OIO Group signals a new focus on “luxury mobility and advanced engineering.” The company’s leadership views the De Tomaso brand as a catalyst for growth in a high‑margin niche, while acknowledging the need to address the current cash burn and profitability challenges as it integrates the new operations.
In summary, the completion of the De Tomaso acquisition, the reverse stock split, and the rebranding to OIO Group represent a material shift in ownership, capital structure, and strategic direction, providing investors with a clear view of the company’s new trajectory and the challenges it must navigate to achieve sustainable profitability.
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