On October 15, 2026, ESG Inc. entered into a definitive agreement with DCG China Limited and BevPoint Capital LP. The agreement, titled the Control Share Purchase and Transfer Agreement, outlines the sale of a majority stake in the Company to BevPoint Capital LP.
Under the terms of the agreement, DCG China Limited agreed to sell 9,641,110 shares of ESG Inc. common stock to BevPoint Capital LP. These shares represent approximately 61.836% of the Company's common stock based on the capitalization reflected in the agreement. The purchase price for these shares is $250,000, to be paid in two installments: $125,000 in immediately available funds at closing and a $125,000 promissory note due six months after the closing date.
The closing of the transaction is subject to several conditions, including the expiration of the applicable Rule 14f-1 period, the effectiveness of a referenced lender agreement, the completion of officer and director transition documentation, and the absence of any injunction or applicable law prohibiting the transfer. As of the date of the report, the closing has not occurred, and there has been no change in control of the Company.
The agreement also stipulates that the Company will prepare and file the required Schedule 14F-1 information statement after BevPoint supplies the necessary information regarding its proposed directors. No Buyer-designated change constituting a majority of the Board of Directors will become effective until the applicable Rule 14f-1 period has expired. Following the expiration of this period and the satisfaction of other closing conditions, the incumbent officers and directors are expected to resign, and Buyer-designated successors are expected to be appointed.
The agreement further contemplates a future business combination involving BevPoint’s operating business. In connection with this combination, there is a possibility of issuing one share of Series A Control Preferred Stock. This stock would have voting rights sufficient, together with the Control Shares, to provide BevPoint not less than 90% of the Company’s outstanding voting power. The issuance of this preferred stock is not a condition to the closing of the current transaction and would require separate Board approval.
In other business, on October 15, 2026, the Board of Directors approved one-time restricted common stock compensation awards for the Company’s principal executive officer and principal financial officer. The awards, which became effective on that date, include 62,461 restricted shares valued at $118,000 for Chief Executive Officer and Director Zhi Yang, and 15,880 restricted shares valued at $30,000 for Chief Financial Officer Edward F. Gobora. These awards represent approximately 0.60% of the 15,591,376 shares outstanding prior to issuance. Following the issuance of all awards, the total number of shares outstanding is 15,685,421.
