Australian Oilseeds (NASDAQ: COOT) sets $8.4M unit private placement, changes auditor
Rhea-AI Filing Summary
Australian Oilseeds Holdings Limited entered into a securities purchase agreement for a private placement of up to $8,400,000. The company plans to issue up to 16,800,000 units at $0.50 per unit, each unit consisting of one ordinary share and a warrant to buy two additional shares at $0.70 per share, subject to closing conditions.
The securities are being sold under exemptions from U.S. registration, and the company intends to file a registration statement to cover the resale of the securities. Australian Oilseeds also appointed Assentsure PAC as its new independent auditor, replacing BDO Audit Pty Ltd, and states the change did not arise from any disagreement on accounting or auditing matters.
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Insights
Australian Oilseeds combines a modest capital raise with an orderly auditor transition, with neutral overall impact.
Australian Oilseeds is arranging a private placement of up to $8,400,000 via 16,800,000 units at $0.50 per unit, each with a warrant exercisable at $0.70. This structure raises cash now and introduces potential future share issuance if investors exercise warrants.
The company plans to register the resale of the issued securities, which may facilitate future secondary market liquidity rather than additional cash proceeds. Separately, the move from BDO Audit Pty Ltd to Assentsure PAC as independent auditor is described as free of disagreements on accounting or audit scope, suggesting a routine transition rather than a red flag.
Actual effects on existing shareholders will depend on the final amount raised, subsequent warrant exercises, and how the new auditor relationship develops over future reporting periods, which are not detailed here.
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 ☐
Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities.
On March 25, 2026, Australian Oilseeds Holdings Limited (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors, non-US Persons, and other qualified purchasers (the “Purchasers”) for a private placement offering (“Private Placement”), pursuant to which the Company would receive gross proceeds of up to $8,400,000, before deducting any offering expenses, in consideration of up to 16,800,000 units (the “Units”) at a purchase price per Unit of $0.50, with each Unit consisting of (i) one class A ordinary share of the Company of a nominal or par value of US$0.0001 per share (the “Ordinary Shares”) and (ii) one warrant (the “Warrants”), with each Warrant to be exercisable to purchase up to two Ordinary Shares (the “Warrant Shares”) at an exercise price of $0.70 per Warrant Share.
The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Private Placement will close once the closing conditions are satisfied.
The Company will file with the Securities and Exchange Commission a Registration Statement covering the resale of all of the registrable securities issued pursuant to the Securities Purchase Agreement.
The securities sold in the Private Placement were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S promulgated thereunder. Each of the Purchasers represented that it is either an accredited investor which has purchased the securities as an investment in a private placement that did not involve a general solicitation, or is not a “U.S. Person” as defined in Rule 902 under the Securities Act and is acquiring the Securities in an “offshore transaction”. The Ordinary Shares to be issued upon exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Current 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 in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Securities Purchase Agreement and Form of Warrant, attached hereto as Exhibits 10.1 and 10.2, respectively, each of which are incorporated herein by reference.
Change of Auditor
On March 25, 2026, the Company appointed Assentsure PAC (“Assentsure”) as its independent registered public accounting firm, effective on March 25, 2026. Assentsure replaces BDO Audit Pty Ltd (“BDO”), the former independent registered public accounting firm, whose resignation was accepted by the Company on March 11, 2026. The appointment of Assentsure was made after careful consideration and evaluation process by the Company and has been approved by the audit committee of the board of directors of the Company. The Company and BDO confirm that this change was not the result of any disagreement between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The Company has provided BDO with a copy of the above disclosure and requested that BDO furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of BDO letter is filed hereto as Exhibit 16.1 to this Form 6-K.
During the two most recent fiscal years and any subsequent interim periods prior to the engagement of Assentsure, neither the Company, nor someone on behalf of the Company, has consulted Assentsure regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that Assentsure concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Warrant | |
| 16.1 | Letter of BDO Audit Pty Ltd to the U.S. Securities and Exchange Commission |
1
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 26, 2026 | By: | /s/ Saw Khoon Ming |
| Name: | Saw Khoon Ming | |
| Title: | Co-Chief Executive Officer | |
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FAQ
What capital is Australian Oilseeds Holdings (COOT) aiming to raise in the new private placement?
How are the units structured in Australian Oilseeds Holdings (COOT) private placement?
Will Australian Oilseeds Holdings (COOT) register the securities from this private placement?
Under which exemptions is Australian Oilseeds Holdings (COOT) selling the private placement securities?
What auditor change did Australian Oilseeds Holdings (COOT) disclose in this filing?
Did Australian Oilseeds Holdings (COOT) have prior consultations with its new auditor Assentsure PAC?
Filing Exhibits & Attachments
3 documents