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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 30, 2025

Australian
Oilseeds Holdings Limited
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41986 |
|
00-0000000N/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)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Ordinary Shares, $0.0001 par value per share |
|
COOT |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share |
|
COOT |
|
The
Nasdaq Stock Market LLC |
| Item 5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
July 30 2025, Australian Oilseeds Holdings Limited (the “Company”) held the previously announced extraordinary general meeting
of shareholders (the “Extraordinary General Meeting”) as a virtual meeting, conducted via live audio webcast, in connection
with a single proposal, as described below and in greater detail in the definitive proxy statement filed by the Company with the Securities
and Exchange Commission on July 14, 2025.
Set
forth below is the final voting results for the following single proposal submitted to a vote of the shareholders of the Company at the
Extraordinary General Meeting:
Proposal
1: RESOLVED AS AN ORDINARY RESOLUTION THAT, pursuant to Section 60 of the Companies Act (2025 Revision) (the “Companies Act”)
Article 62 of the Company’s articles of association, the Company’s share capital be amended to effect a reverse share split
(the “Reverse Share Split”) of the Company’s Class A ordinary shares, par value $0.0001 per share, by a ratio in the
range of 1 for 2 to 1 for 8, to be determined by the Company’s Board of Directors (“Board”) following the Extraordinary
General Meeting.
| FOR | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE |
| Number | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
Number | |
% |
| 18,021,860 | |
| 64.598 | % | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | % | |
N/A | |
N/A |
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Exhibit
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Australian
Oilseeds Holdings Limited |
| |
|
|
| Date:
August 1, 2025 |
By:
|
/s/
Gary Seaton |
| |
Name: |
Gary
Seaton |
| |
Title: |
Chief
Executive Officer |