ESG Inc. to spin off China unit for 10.4M share cancellation, focus on N.A. mushroom snacks

ESG Inc.

Will distribute 100% of ESG China shares to DCG, Alonzo, Ever Vast, Gao in exchange for surrender of 10,432,800 common shares.
Post split-off, continues North America operations through ESG Provisions, Inc., developing mushroom-based snacks and proteins.
Plans to relaunch Moku mushroom jerky via Louisville co-packer; evaluating mushroom chips and other products with PA co-packers.
Closing subject to stockholder approval, Schedule 14C process, and delivery of transfer documents.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

ESG Inc. entered into Split-Off and Share Exchange Agreement with DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., Weiwei Gao valued at distribution of 100% of ESG China shares in exchange for surrender of 10,432,800 shares of common st (effective 2026-04-10).

Action: entry
Counterparty: DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., Weiwei Gao
Value: distribution of 100% of ESG China shares in exchange for surrender of 10,432,800 shares of common st
Effective: 2026-04-10

Exact text from the filing

On April 10, 2026, ESG Inc., a Nevada corporation (the “ Company”), entered into a Split-Off and Share Exchange Agreement (the “ Split-Off Agreement”) with DCG China Limited ( “ DCG”), Christopher Alonzo ( “ Alonzo”), Ever Vast Development Ltd. ( “ Ever Vast”), and Weiwei Gao ( “ Gao”).

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Source: SEC EDGAR

accession 0001520138-26-000113

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