Australian Oilseeds raises US$2M in private placement
Australian Oilseeds Holdings Limited completed a private placement of 2,000,000 units to accredited investors at US$1.00 per unit.
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Rhea-AI Filing Summary
Australian Oilseeds Holdings Limited completed a private placement of 2,000,000 units to accredited investors at US$1.00 per unit. Each unit includes one Class A ordinary share and a warrant to purchase two additional shares at US$2.00 per share.
The transaction closed on March 6, 2026, providing the company with gross proceeds of US$2.0 million before expenses and any future warrant exercise proceeds. On the closing date, investors received 2,000,000 ordinary shares and 2,000,000 warrants, all issued under a Regulation S exemption from U.S. registration.
Insights
Australian Oilseeds raises US$2.0 million via offshore private placement.
Australian Oilseeds completed a private placement of 2,000,000 units at US$1.00 each, with every unit including one ordinary share and a warrant to buy two more at US$2.00. The deal generated gross proceeds of US$2.0 million before expenses.
The warrants are immediately exercisable and have a five-year term from issuance, which could add further capital if exercised. Because the securities were sold under Regulation S and not registered under the Securities Act, resale into U.S. markets requires registration or another exemption.
Investors may later see additional share issuances if warrant holders choose to exercise their rights during the five-year life of the warrants, which would depend on future share price performance and other market conditions beyond what is described here.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing transaction did Australian Oilseeds Holdings (COOT) complete in March 2026?
How much capital did Australian Oilseeds Holdings (COOT) raise in the private placement?
What securities were issued in Australian Oilseeds Holdings (COOT) March 2026 placement?
What are the key terms of the warrants issued by Australian Oilseeds Holdings (COOT)?
Under which regulatory exemption did Australian Oilseeds Holdings (COOT) sell the new securities?
When did the private placement for Australian Oilseeds Holdings (COOT) close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 March 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 ☐
Closing of Securities Purchase Agreement
As previously disclosed by Australian Oilseeds Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) in its Form 6-K on January 29, 2026 (the “Previous 6-K”), on January 29, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”) for a private placement (the “Offering”) of up to 2,000,000 units (the “Units”) at a purchase price of US$1.00 per Unit.
Each Unit consists of (i) one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase up to two Ordinary Shares. Each Warrant will have an exercise price of US$2.00 per share, will be exercisable commencing on the date of issuance, and will expire five years from the date of issuance.
The closing of the Securities Purchase Agreement took place on March 6, 2026 (the “Closing Date”). On the Closing Date, the Company received aggregate gross proceeds of US$2.0 million from the Purchasers, before deducting any offering expenses payable by the Company, and excluding any proceeds that may be received by the Company from the exercise of the Warrants. Additionally, on the Closing Date, an aggregate total of 2,000,000 Ordinary Shares and 2,000,000 Warrants were also issued to the Purchasers.
The securities issued in the Offering have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being offered and sold in a private placement pursuant to an exemption from registration provided by Regulation S promulgated under the Securities Act. Accordingly, the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The foregoing summaries of the terms of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the complete text of the Form of Securities Purchase Agreement and the Form of Warrant, which are attached to the Previous 6-K, as Exhibits 10.1 and 4.1, respectively.
This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain statements in this report on Form 6-K are forward-looking statements. These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These statements include, but are not limited to, statements regarding the expected closing of the Offering and the anticipated use of proceeds. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
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 Ltd | ||
| Date: March 6, 2026 | By: | /s/ Saw Khoon Ming |
| Name: | Saw Khoon Ming | |
| Title: | Co-Chief Executive Officer | |