Australian Oilseeds to sell oilseed unit for US$1.00

On July 27, 2026, Australian Oilseeds Holdings Limited entered into a Share Purchase Agreement with Trusha Realty Pte.

Rhea-AI Filing Summary

On July 27, 2026, Australian Oilseeds Holdings Limited entered into a Share Purchase Agreement with Trusha Realty Pte. Ltd. under which it agreed to sell all issued and outstanding shares of Australian Oilseeds Investments Pty Ltd and its subsidiaries, which operate the oilseed crushing and edible oils business. The total consideration is US$1.00, plus the purchaser’s assumption of all liabilities of the Target Group and a release of Australian Oilseeds Holdings and its affiliates from guarantees and other credit support.

An independent valuation report concluded that the fair value of 100% of the equity of Australian Oilseeds Investments Pty Ltd is a nominal amount, citing the Target Group’s significant negative net worth, history of operating losses, and substantial existing and contingent liabilities. The disposal is expected to close on July 27, 2026, subject to customary closing conditions.

Key Figures

Share purchase consideration: US$1.00 Equity interest valued: 100% of the equity of AOI SPA date: July 27, 2026

3 metrics

Share purchase consideration US$1.00 Total consideration for the Subject Shares under the Share Purchase Agreement

Equity interest valued 100% of the equity of AOI Independent valuation report concluded the fair value is a nominal amount

SPA date July 27, 2026 Date Australian Oilseeds Holdings entered into the Share Purchase Agreement

Key Terms

Share Purchase Agreement, negative net worth, contingent liabilities, customary closing conditions, +1 more

5 terms

Share Purchase Agreement regulatory

"entered into a Share Purchase Agreement with Trusha Realty Pte. Ltd."

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

negative net worth financial

"the Target Group having a significant negative net worth, a history of operating losses"

contingent liabilities financial

"the Target Group having substantial existing and contingent liabilities"

Contingent liabilities are potential debts or obligations a company might have to pay only if certain future events happen, like a lawsuit outcome, a loan guarantee being called, or a warranty claim. They matter to investors because they represent possible drains on cash and profits that can change a company’s value if they materialize; think of them as possible hidden bills that can appear and affect future returns and risk assessment.

customary closing conditions regulatory

"The Disposal is expected to close on July 27, 2026, subject to customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

guarantees and other credit support financial

"release of the Company and its affiliates from all guarantees and other credit support"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What disposal did Australian Oilseeds Holdings (COOT) agree to in July 2026?

Australian Oilseeds Holdings agreed to sell all shares of Australian Oilseeds Investments Pty Ltd and its subsidiaries, which run its oilseed crushing and edible oils business, to Trusha Realty Pte. Ltd. for US$1.00 plus the buyer’s assumption of all Target Group liabilities.

Who is purchasing Australian Oilseeds Investments Pty Ltd from Australian Oilseeds (COOT)?

The purchaser is Trusha Realty Pte. Ltd., a private company limited by shares incorporated in Singapore. It will acquire all issued and outstanding shares of Australian Oilseeds Investments Pty Ltd and assume all liabilities of the Target Group as part of the transaction.

What consideration will Australian Oilseeds Holdings (COOT) receive in the AOI disposal?

The company will receive US$1.00 for all Subject Shares, and the purchaser will assume all liabilities of each member of the Target Group. Australian Oilseeds Holdings and its affiliates will also be released from guarantees and other credit support relating to the Target Group.

Why was the AOI equity valued at only a nominal amount by Australian Oilseeds (COOT)?

An independent valuation report concluded the fair value of 100% of AOI’s equity is nominal because the Target Group has significant negative net worth, a history of operating losses, and substantial existing and contingent liabilities, making its equity economically unattractive on a standalone basis.

When is the disposal of Australian Oilseeds Investments Pty Ltd by COOT expected to close?

The disposal is expected to close on July 27, 2026, the same date the Share Purchase Agreement was signed. Completion remains subject to the satisfaction of customary closing conditions before ownership of the Target Group formally transfers to the purchaser.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 04:10 PM Accepted by SEC EDGAR 07/28/2026 - 04:10 PM Learn about SEC filing dates

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 July 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 ☐

Disposal of Australian Oilseeds Investments Pty Ltd

On July 27, 2026, AUSTRALIAN OILSEEDS HOLDINGS LIMITED (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with Trusha Realty Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Purchaser”), pursuant to which the Company agreed to sell all of the issued and outstanding shares (the “Subject Shares”) of Australian Oilseeds Investments Pty Ltd, an Australian proprietary company (“AOI”), which, together with its subsidiaries Cowcumbla Investments Pty Ltd, Cootamundra Oilseeds Pty Ltd and Good Earth Oils Pty Ltd (collectively with AOI, the “Target Group”), carries on the Company’s oilseed crushing and edible oils business (the “Disposal”).

The total consideration for the Subject Shares is US$1.00, together with the Purchaser’s assumption of all liabilities of each member of the Target Group and the release of the Company and its affiliates from all guarantees and other credit support given by them in respect of the Target Group. The consideration was determined by reference to an independent valuation report, which concluded that the fair value of 100% of the equity of AOI is a nominal amount, the Target Group having a significant negative net worth, a history of operating losses, and substantial existing and contingent liabilities. The Disposal is expected to close on July 27, 2026, subject to the satisfaction of customary closing conditions.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the form of SPA, a copy of which is provided as Exhibit 10.1 hereto, which is incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Share Purchase Agreement, dated July 27, 2026, by and between AUSTRALIAN OILSEEDS HOLDINGS LIMITED and Trusha Realty Pte. Ltd.

2

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.

Date: July 28, 2026	AUSTRALIAN OILSEEDS HOLDINGS LIMITED
	By:	/s/ Saw Khoon Ming
	Name:	Saw Khoon Ming
	Title:	Co-Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SHARE PURCHASE AGREEMENT, DATED JULY 28, 2026, BY AND BETWEEN AUSTRALIAN 50.3 KB