[6-K/A] Australian Oilseeds Holdings Ltd Amended Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Australian Oilseeds Holdings Limited filed an amended Form 6-K to provide additional narrative demonstrating compliance with Nasdaq Listing Rule 5450(b)(1)(A) requiring minimum stockholders’ equity of $2.5 million.

The company reported unaudited shareholders’ equity of AUD 4,721,826 (USD 3,166,405) as of June 30, 2025, and AUD 4,946,009 (USD 3,264,366) as of August 31, 2025. The update cites debt-to-equity conversions by Arena Investors LP: USD 150,000 converted into 221,957 Class A ordinary shares (adding AUD 230,237 to equity) and USD 250,000 converted into 420,066 shares (adding AUD 384,615).

The company also notes reduced losses in Q4 2025 versus Q3 2025, supported by a 22% increase in sales revenue and improved gross margins, and indicates continued sales growth into early fiscal 2026.

Insights

Equity & Listing Compliance Analyst

Narrative supports Nasdaq equity compliance with concrete figures.

Australian Oilseeds provides quantified equity levels above the Nasdaq Equity Rule threshold of $2.5M, citing unaudited shareholders’ equity of USD 3,166,405 as of June 30, 2025 and USD 3,264,366 as of August 31, 2025. These figures are anchored by pro forma adjustments and recent balance sheets.

Two Arena Investors LP conversions—USD 150,000 and USD 250,000—reduced convertible debt and increased equity via 221,957 and 420,066 shares, respectively. Management also cites a 22% sales increase and margin improvement tied to reduced Q4 losses.

Impact depends on sustained operating trends and any further balance sheet changes. Subsequent filings may provide updated equity snapshots and confirm continued compliance with Nasdaq conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-41986

Australian Oilseeds Holdings Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41986		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

126 – 142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +02 6942 4347

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Explanatory Note

This report on Form 6-K/A (the “Amendment”) amends the report on Form 6-K filed on October 2, 2025 (the “Original 6-K”) of Australian Oilseeds Holdings Limited (the “Company”). The purpose of this Amendment is solely to provide additional narrative to demonstrate compliance with Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”) (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million), as set forth below.

As previously reported by the Company, on August 22, 2025, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that a Nasdaq Hearings Panel (the “Panel”) has determined to grant the request of the Company to continue its listing on Nasdaq for the period and subject to specified conditions. The Panel granted the Company an extension to regain compliance with continued listing requirements and demonstrate long-term compliance with the Equity Rule.

Specifically, the Panel provided the Company until September 30, 2025 to demonstrate compliance with the Equity Rule by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Company may do so by including in the public filing a balance sheet with pro forma adjustments for any significant transactions or events occurring on or before the report date.

On September 30, 2025, the Company filed its Interim Balance Sheet dated June 30, 2025 on Form 6-K, which contained its pro forma adjustments to demonstrate compliance with the Equity Rule. Shareholder’s equity as of June 30, 2025 as per the Company’s unaudited balance sheet is AUD 4,721,826, which is equivalent to USD 3,166,405 (current exchange rate AUD/USD 0.66). As per Company’s unaudited balance sheet included in the Original 6-K, as of August 31, 2025 shareholders’ equity is AUD 4,946,009, which is equivalent to USD 3,264,366.

AUSTRALIAN OILSEEDS HOLDINGS LTD.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT AUGUST 31, 2025 AND JUNE 30, 2025, AND JUNE 30, 2024

		UNAUDITED				UNAUDITED				AUDITED
		AUG 2025				JUN 2025				JUN 2024
		AUD$				AUD$				AUD$
ASSETS
CURRENT ASSETS
Cash and cash equivalents			911,879				2,309,303				514,140
Trade and other receivables			4,538,269				5,330,181				4,470,101
Related party loans receivable			633,773				633,773				-
Inventories			5,678,333				5,897,651				6,202,160
Prepayment of seed purchase			-				-				-
Other current assets			950,104				1,339,160				201,830
TOTAL CURRENT ASSETS			12,712,358				15,510,068				11,388,231
NON-CURRENT ASSETS
Investments in associates			-				-				-
Property, plant and equipment			15,653,884				15,646,308				14,617,513
Right-of-use asset			911,364				925,364				944,420
Other assets			-				-				429,841
Deferred tax assets			34,270				34,270				34,270
Intangible assets			2,582,495				2,582,495				2,582,495
TOTAL NON-CURRENT ASSETS			19,182,013				19,188,437				18,608,539
TOTAL ASSETS			31,894,371				34,698,505				29,996,770
LIABILITIES
CURRENT LIABILITIES
Trade and other payables			11,336,573				12,744,630				10,455,684
Borrowings			5,243,568				6,472,136				978,574
Lease liability, current			89,109				89,109				89,109
Income Tax liabilities			-				-				128,927
Related party loans			5,868,049				5,880,571				4,111,661
Convertible note, net of discount			1,063,112				1,441,900				1,181,953
Warrant liabilities			180,918				180,918				238,613
Promissory note – related party, current			1,532,284				1,538,322				968,216
Employee benefits			150,799				150,799				201,024
TOTAL CURRENT LIABILITIES			25,464,412				28,498,385				18,353,761
NON-CURRENT LIABILITIES
Borrowings			-				-				5,051,910
Promissory note - related party, non-current			-				-				273,676
Lease liability, non-current			790,235				790,235				879,347
Related party loans			693,715				688,059				4,530,507
TOTAL NON-CURRENT LIABILITIES			1,483,950				1,478,294				10,735,440
TOTAL LIABILITIES			26,948,362				29,976,679				29,089,201
NET ASSETS			4,946,009				4,721,826				907,569
EQUITY
Share capital			4,093				4,029				3,562
Share premium			22,671,663				22,292,939				17,064,658
Foreign currency translation reserve			(19,968	)			(19,968				-
(Accumulated losses) Retained earnings			(19,487,867	)			(19,179,244	)			(17,950,222
Total (deficit) equity attributable to equity holders of the Company			3,167,921				3,097,756	)			(882,002
Non-controlling interest			1,778,088				1,624,071				1,789,571
TOTAL EQUITY			4,946,009				4,721,826				907,569

Significant events on or before August 31, 2025, which contributed towards the Company’s compliance with the Equity Rule include the following:

	●	On May 22, 2025, the Company received a conversion notice from Arena Investors LP (“Arena”) as part of the previously reported PIPE transaction, for conversion of USD 150,000 of convertible debt, which the Company has duly executed and issued 221,957 Class A ordinary shares (the “Class A Ordinary Shares”) as per instruction from Arena, which positively contributed AUD 230,237 towards compliance with the Company’s shareholders’ equity.
	●	On July 10, 2025, the Company received a conversion notice from Arena for conversion of USD 250,000 of convertible debt, which the Company has duly executed and issued 420,066 Class A Ordinary Shares as per instruction from Arena, which positively contributed AUD 384,615 towards compliance with the Company’s shareholders’ equity.
	●	During the Company’s fourth quarter ended June 30, 2025 (per audited financial statements filed on the Company’s Form 20-F on October 23, 2025), the Company has reduced losses in the fourth quarter of 2025 of AUD 134,686, as compared to the Company’s losses of AUD 630,633 in the third quarter of 2025 ended March 31, 2025, due to increase in sales revenue by 22%, and improved gross margins, which positively contributed towards the Company’s compliance with the Equity Rule regarding shareholders’ equity.
	●	During the Company’s fiscal year 2026, commencing on July 1, 2025 through August 30, 2025, the Company’s unaudited balance sheet for the two months ended August 30, 2025 reflect the Company’s continued growth in sales revenue over first quarter 2025 that confirms that the Company is expected to have quarter one 2026 growth and improved gross margins, which will allow the Company to maintain the shareholders’ equity and comply with the Equity Rule.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 6-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “expects,” “intends,” “plans,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including meeting Nasdaq compliance standards and other Nasdaq requirements and conditions for listing. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Australian Oilseeds Holdings Limited
Date: October 27, 2025	By:	/s/ Gary Seaton
	Name:	Gary Seaton
	Title:	Chief Executive Officer and Director

FAQ

What did COOT file and why?

The company filed an amended Form 6-K to add narrative showing compliance with Nasdaq Listing Rule 5450(b)(1)(A) requiring minimum stockholders’ equity of $2.5 million.

What is Australian Oilseeds’ shareholders’ equity now?

Unaudited shareholders’ equity was AUD 4,721,826 (USD 3,166,405) as of June 30, 2025, and AUD 4,946,009 (USD 3,264,366) as of August 31, 2025.

How did Arena Investors’ conversions affect equity?

Conversions of USD 150,000 and USD 250,000 into 221,957 and 420,066 shares added AUD 230,237 and AUD 384,615, respectively, to shareholders’ equity.

What Nasdaq rule is referenced for COOT?

Nasdaq Listing Rule 5450(b)(1)(A), which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million.

Did operating results contribute to compliance?

Yes. Q4 2025 losses were reduced versus Q3 2025, supported by a 22% revenue increase and improved gross margins.

What period does the balance sheet cover?

Interim unaudited balances are presented as of June 30, 2025 and August 31, 2025; audited comparatives are shown for June 30, 2024.