Esg Inc. - 8-K

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 26, 2026, ESG Inc., a Nevada corporation (the “ Company”),
completed the transactions contemplated by that certain Split-Off and Share Exchange Agreement, dated as of April 10, 2026, by and among
the Company, DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd., and Weiwei Gao.

Pursuant to the agreement, the Company transferred 100% of the issued and
outstanding shares of ESG China Limited in exchange for the surrender, redemption, retirement and cancellation of an aggregate of 10,432,800
shares of the Company ’ s common stock. Following completion of the
transaction, ESG China Limited and its downstream China operations ceased to be subsidiaries of the Company and will no longer be consolidated
with the Company.

The foregoing description is qualified in its entirety by reference to
the Split-Off and Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company ’ s
Current Report on Form 8-K filed on April 13, 2026 and is incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

In connection with completion of the transaction, an aggregate of 10,432,800
shares of the Company ’ s common stock were surrendered, redeemed,
retired and canceled. Following such cancellation, the Company has 15,475,468 shares of common stock issued and outstanding.

Following the split-off, the Company intends to continue its North America
operating business through ESG Provisions, Inc.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The unaudited pro forma condensed consolidated financial information giving
effect to the transaction was included in the Company ’ s Definitive
Information Statement on Schedule 14C filed with the Securities and Exchange Commission on May 5, 2026 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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