Australian Oilseeds (COOT) raises $8.4M in unit private placement with warrants

Rhea-AI Filing Summary

Australian Oilseeds Holdings Limited completed a private placement under a Securities Purchase Agreement, raising gross proceeds of $8,400,000 on the closing date of April 17, 2026. The company sold 16,800,000 units at $0.50 per unit to accredited investors, non‑US persons and other qualified purchasers.

Each unit consisted of one class A ordinary share and one warrant. In total, 16,800,000 ordinary shares and 16,800,000 warrants were issued. Each warrant is exercisable to buy up to two ordinary shares at an exercise price of $0.70 per share. The securities were sold in an offshore private placement relying on Regulation S and were not registered under the U.S. Securities Act.

Key Figures

Gross proceeds: $8,400,000 Units sold: 16,800,000 units Unit price: $0.50 per unit +4 more

7 metrics

Gross proceeds $8,400,000 Private placement closing on April 17, 2026

Units sold 16,800,000 units Private placement at $0.50 per unit

Unit price $0.50 per unit Consideration paid by purchasers in private placement

Ordinary shares issued 16,800,000 shares One share per unit in private placement

Warrants issued 16,800,000 warrants One warrant per unit in private placement

Warrant exercise price $0.70 per share Exercise price per warrant share

Par value per share US$0.0001 per share Class A ordinary shares

Key Terms

Securities Purchase Agreement, Private Placement, Regulation S, warrants, +2 more

6 terms

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Private Placement financial

"for a private placement offering (“Private Placement”), pursuant to which the Company would receive gross proceeds"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation S regulatory

"offered and sold in a private placement pursuant to an exemption from registration provided by Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

warrants financial

"and (ii) one warrant (the “Warrants”), with each Warrant to be exercisable to purchase up to two Ordinary Shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

forward-looking statements regulatory

"Certain statements in this report on Form 6-K are forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

accredited investors financial

"with certain accredited investors, non-US Persons, and other qualified purchasers (the “Purchasers”)"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 04/17/2026 - 04:15 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 April 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 in Australian Oilseeds Holdings Limited (the “Company”) in its Form 6-K on March 26, 2026 (the “Previous 6-K”), on March 25, 2026, 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 approximately $8,400,000, before deducting any offering expenses, in consideration of 16,800,000 units (the “Units”) at a purchase price of $0.50 per Unit.

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 closing of the Securities Purchase Agreement took place on April 17, 2026 (the “Closing Date”). On the Closing Date, the Company received aggregate gross proceeds of US$8,400,000 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 16,800,000 Ordinary Shares and 16,800,000 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 10.2, 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: April 17, 2026	By:	/s/ Saw Khoon Ming
	Name:	Saw Khoon Ming
	Title:	Co-Chief Executive Officer