Australian Oilseeds Holdings (COOT) closes US$2M unit private placement

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

Capital markets analyst

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.

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

FAQ

What financing transaction did Australian Oilseeds Holdings (COOT) complete in March 2026?

Australian Oilseeds Holdings completed a private placement of 2,000,000 units at US$1.00 per unit, raising US$2.0 million in gross proceeds. Each unit includes one Class A ordinary share and a warrant, providing equity funding and potential additional capital from future warrant exercises.

How much capital did Australian Oilseeds Holdings (COOT) raise in the private placement?

The company raised gross proceeds of US$2.0 million from accredited investors by selling 2,000,000 units at US$1.00 each. This amount is before deducting offering expenses and excludes any additional proceeds that could result from the exercise of the warrants over time.

What securities were issued in Australian Oilseeds Holdings (COOT) March 2026 placement?

Investors received 2,000,000 Class A ordinary shares and 2,000,000 warrants in the transaction. Each unit consisted of one share plus a warrant to purchase up to two additional ordinary shares at US$2.00 per share, giving investors immediate equity and potential future upside participation.

What are the key terms of the warrants issued by Australian Oilseeds Holdings (COOT)?

Each warrant allows the holder to purchase up to two Class A ordinary shares at an exercise price of US$2.00 per share. The warrants are exercisable starting on the issuance date and will remain outstanding for five years, potentially leading to additional share issuances if exercised.

Under which regulatory exemption did Australian Oilseeds Holdings (COOT) sell the new securities?

The securities were sold in a private placement relying on Regulation S under the U.S. Securities Act of 1933. Because they are unregistered, they cannot be offered or sold in the United States without registration or a valid exemption under U.S. federal and applicable state securities laws.

When did the private placement for Australian Oilseeds Holdings (COOT) close?

The closing occurred on March 6, 2026, when the company received the US$2.0 million in gross proceeds and issued 2,000,000 Class A ordinary shares and 2,000,000 warrants to the participating accredited investors, completing the securities purchase agreement described in the earlier January 2026 report.