AUSTRALIAN OILSEEDS (NASDAQ: COOT) names new Co-CEO after Zamal resignation

Rhea-AI Filing Summary

AUSTRALIAN OILSEEDS HOLDINGS LIMITED reports leadership changes, with one Co-Chief Executive Officer stepping down and a new Co-Chief Executive Officer and executive director appointed. Effective January 30, 2026, Mr. Jamie Mohammed Zamal resigned as Co-Chief Executive Officer and director, and indicated his resignation was not due to any disagreement with the company’s operations, policies, or practices.

On the same date, the board appointed Mr. Saw Khoon Ming, aged 30, as an executive director and Co-Chief Executive Officer. The filing outlines his recent experience in banking and operations roles and confirms there are no family relationships or related-party transactions requiring disclosure. His director offer letter and executive employment agreement are included as exhibits.

Insights

Corporate governance analyst

COOT discloses a co-CEO change, with a resignation and same-day replacement.

AUSTRALIAN OILSEEDS HOLDINGS LIMITED reports that Co-Chief Executive Officer and director Jamie Mohammed Zamal resigned effective January 30, 2026, and states his decision was not due to disagreements over operations, policies or practices. This language aims to frame the departure as non-adversarial.

The board appointed Saw Khoon Ming, aged 30, as both executive director and Co-Chief Executive Officer effective the same date. The filing details his roles at CIMB Bank Berhad since November 2022 and prior operational positions, indicating a background in banking, platform operations, and administration rather than long-tenured industry leadership.

The company notes there is no arrangement under which he was selected, no family relationships with existing leadership, and no related-party transactions beyond his employment terms. His offer letter and employment agreement are filed as Exhibits 10.1 and 10.2, which formally record his compensation, duties, confidentiality, non-compete, and indemnification structure.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

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 ☐

Changes in Executive Officers and Board of Directors

On January 30, 2026, the board of directors (the “Board”) of AUSTRALIAN OILSEEDS HOLDINGS LIMITED (the “Company”) passed resolutions approving certain changes to the composition of the Board and executive management, as detailed below.

Departure of Officers and Director

Effective January 30, 2026, Mr. Jamie Mohammed Zamal resigned from his positions as Co-Chief Executive Officer and as a director of the Company.

The Company has been advised by Mr. Zamal that his respective decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board expressed its sincere gratitude to them for his service and contributions to the Company.

Appointment of New Director and Co-Chief Executive Officer

Effective on January 30, 2026, the Board appointed Mr. Saw Khoon Ming as a new executive director and as the Co-Chief Executive Officer of the Company.

Mr. Saw Khoon Ming, aged 30, has experience in banking operations, platform operations support and administrative management. Since November 2022, he has served as a sales executive at CIMB Bank Berhad, where he supports customer acquisition and provides end-to-end assistance in connection with retail banking products and services, including customer profiling, consultations, documentation processing and after-sales support. Prior to joining CIMB Bank Berhad, he served as a platform experience executive at Accenture Solutions Sdn Bh. from January 2020 to November 2022, where he supported platform operations and user experience initiatives and coordinated with cross-functional teams to improve service delivery and operational performance. Earlier in his career, Mr. Saw worked in general administration at Audio Handle Sdn Bhd from June 2017 to December 2018, providing office operations support, documentation management, vendor coordination and basic finance support. Mr. Saw holds a bachelor of business administration from Tunku Abdul Rahman University College.

There is no arrangement or understanding between Mr. Saw and any other person pursuant to which he was selected as an officer or director of the Company, and there is no family relationship between Mr. Saw and any of the Company’s other directors or executive officers. As Mr. Saw will serve as an executive officer (Co-Chief Executive Officer) of the Company, the Board has determined that he is not considered an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2). There are no transactions, and no proposed transactions, to which the Company was or is to be a party and in which Mr. Saw had or will have a direct or indirect material interest that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than his role as an officer and director and his rights under his employment agreement and director offer letter.

In connection with his appointments, on January 30, 2026, the Company entered into a director offer letter with Mr. Saw (the “Director Offer Letter”) and an executive employment agreement with Mr. Saw (the “Employment Agreement”). The full text of the Director Offer Letter and the Employment Agreement provided as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Director Offer Letter
10.2		Form of Employment Agreement

SIGNATURES

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

	AUSTRALIAN OILSEEDS HOLDINGS LIMITED
Date: January 30, 2026	By:	/s/ Gary Seaton
	Name:	Gary Seaton
	Title:	Co-Chief Executive Officer and Chairman of the Board

Exhibit 10.1

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

126 – 142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

[__], 2026

[__]

[__]

Re: Director Offer Letter

Dear [__],

AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the effective date of this agreement and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as a member of the Board and/or the Board’s committees set forth on Schedule A attached hereto and perform the duties as provided in the memorandum and articles of association of the Company and/or the charter of such committee (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

3. Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

5. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your services to the Company pursuant to this Agreement, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

i. Any information or material which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the Company or its the business and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, regardless of the form in which the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or development activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products and/or services of the Company; research, techniques, know-how, and data; programs, software and source codes; personnel information; vendor information; agreements; marketing plans and techniques, strategies, forecasts, and other trade secrets.

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b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

6. Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

7. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

8. Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason in the manner and under such conditions as provided in the memorandum and articles of association of the Company. Your membership on the Board or on a Board committee shall be terminated if you have a disability, including any physical or mental impairment which, as reasonably determined by the Board, renders you unable to perform the essential functions of your position as a member on the Board, even with reasonable accommodation that does not impose an undue burden on the Company, or are prohibited by law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

9. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the Cayman Islands.

10. Dispute Resolution. Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to the Hong Kong International Arbitration Center.

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11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

13. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any employment or right of employment between you and the Company.

14. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

[remainder of page intentionally left blank; signature page follows]

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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Sincerely,
AUSTRALIAN OILSEEDS HOLDINGS LIMITED
By:
Name:	Long Yi
Title:	Director and Chairman of Audit Committee

AGREED AND ACCEPTED as of the date set first set forth above:
By:
Name:	[__]

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Schedule A

The Director is offered to serve on the following Board committee(s):

Committee Title name

5

Schedule B

Compensation

During your term as a member of Board of Directors of the Company, you shall receive USD[_] as annual compensation.

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FAQ

What leadership changes did AUSTRALIAN OILSEEDS HOLDINGS (COOT) disclose in this 6-K?

The company reported that Co-Chief Executive Officer and director Jamie Mohammed Zamal resigned effective January 30, 2026. On the same date, the board appointed Saw Khoon Ming as a new executive director and Co-Chief Executive Officer, keeping the co-CEO structure in place.

Did Jamie Mohammed Zamal resign from COOT due to a disagreement with the company?

According to the filing, Jamie Mohammed Zamal advised that his decision to resign as Co-Chief Executive Officer and director was not due to any disagreement with the company regarding operations, policies, or practices. The board expressed gratitude for his service and contributions to the business.

Who is the new Co-Chief Executive Officer at AUSTRALIAN OILSEEDS HOLDINGS (COOT)?

The board appointed Saw Khoon Ming, aged 30, as executive director and Co-Chief Executive Officer effective January 30, 2026. He previously worked as a sales executive at CIMB Bank Berhad and held roles in platform operations at Accenture Solutions Sdn Bh. and administrative support at Audio Handle Sdn Bhd.

Is new COOT Co-CEO Saw Khoon Ming considered an independent director under Nasdaq rules?

The board determined that Saw Khoon Ming is not an independent director under Nasdaq Listing Rule 5605(a)(2), because he serves as an executive officer, specifically Co-Chief Executive Officer. His status as an executive ties him directly to management rather than independent oversight functions.

Are there any related-party transactions involving COOT’s new Co-CEO, Saw Khoon Ming?

The filing states there are no transactions, or proposed transactions, involving the company in which Saw Khoon Ming has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K, other than his roles as officer and director and rights under his employment agreement and director offer letter.

What agreements did AUSTRALIAN OILSEEDS HOLDINGS sign with new Co-CEO Saw Khoon Ming?

On January 30, 2026, the company entered into a director offer letter and an executive employment agreement with Saw Khoon Ming. These documents, filed as Exhibits 10.1 and 10.2, cover his board service, compensation, confidentiality, non-competition, dispute resolution, indemnification, and other governance terms.