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Golden Heaven Group Holdings Ltd. (GDHG) has launched an at‑the‑market equity program under a Form F‑3 shelf, allowing it to sell up to $50,000,000 of Class A ordinary shares through Craft Capital Management LLC as sales agent. The agent will receive 5.0% of gross proceeds, and sales will occur from time to time on Nasdaq at prevailing market prices, with no minimum amount required.
The company has 59,419,326 Class A and 71,574 Class B ordinary shares outstanding as of August 31, 2026; each Class B share carries 200 votes and is convertible 1‑for‑1 into Class A, making GDHG a “controlled company”, though it does not plan to use related governance exemptions. At an illustrative price of $1.33, up to 37,593,985 new shares could be issued, materially diluting existing holders.
GDHG is a Cayman holding company whose operations are conducted through Chinese subsidiaries (no VIEs). It recently shifted from operating amusement parks to leasing them. Revenues fell from $31.8M in FY 2023 to $15.3M in FY 2025, with FY 2025 net loss of $8.6M and a six‑month loss of $6.6M to March 31, 2026. The filing highlights extensive PRC regulatory, cash‑transfer, HFCA Act, and cyber/data risks that could impair operations or render the shares worthless. The company also discloses a proposed $1.7M global settlement of securities class actions and a completed $550,000 settlement with A.G.P./Alliance Global Partners.
Golden Heaven Group Holdings Ltd. (GDHG) has entered into a Sales Agreement with Craft Capital Management LLC for an at-the-market equity program. The company may, from time to time, offer and sell Class A ordinary shares with an aggregate offering price of up to $50,000,000 through the sales agent.
Shares will be issued under an effective Form F-3 shelf, using a base prospectus dated February 2, 2026 and a prospectus supplement dated August 31, 2026. Craft Capital and the executing broker will receive 5.0% of gross proceeds as compensation, plus reimbursed expenses up to $65,000 initially and $2,500 per calendar quarter of use. Golden Heaven is not obligated to sell any shares, and the sales agent is not obligated to buy shares on a principal basis.
Golden Heaven Group Holdings Ltd. reported unaudited results for the six months ended March 31, 2026, showing revenue of $4,222,937, down from $8,157,961 a year earlier, mainly because it ceased in-park recreation sales after leasing all parks to third-party operators in late 2024.
Net loss narrowed to $6,559,187 from $10,635,248 as cost of revenue fell to $2,079,136 and operating expenses declined to $9,123,022, helped by lower share-based compensation and the exit from direct park operations, partly offset by a $2,931,273 impairment loss.
Other income turned positive, driven by $1,527,420 of interest income from a $50,000,000 loan receivable. Liquidity strengthened: cash and cash equivalents rose to $155,884,596, working capital to $134,300,000 (approximate), and total shareholders’ equity to $217,982,081.
The company approved and substantially completed the sale of a BVI holding company and subsidiaries with six amusement park operating rights to Pulse Link LTD for about US$64,04 million, receiving US$32,00 million by March 31, 2026 and the balance in April. It retained certain fixed assets and is transferring related projects to new subsidiaries while investing in two new parks with significant construction prepayments.
Golden Heaven Group Holdings Ltd. filed a Form 6-K to report completion of an internal restructuring of its corporate structure. The company states there has been no material change to its business as a result of this restructuring.
The filing also specifies that the contents of this Form 6-K are incorporated by reference into several existing registration statements on Forms S-8 and F-3, including filings made in 2024, 2025 and 2026.
Golden Heaven Group Holdings Ltd. closed previously agreed private placement transactions on April 23, 2026. The company issued 15,000,000 Class A ordinary shares under the February 23, 2026 securities purchase agreement for approximately US$18,000,000 in gross proceeds.
In addition, it issued 10,613,893 Class A ordinary shares through cashless exercise of warrants from the February 2026 agreement and 13,844,911 Class A ordinary shares through cashless exercise of warrants from the December 4, 2025 securities purchase agreement, as amended on February 23, 2026. This report is incorporated by reference into several existing Form S-8 and Form F-3 registration statements.
Golden Heaven Group Holdings Ltd. is registering up to 27,095,045 Class A Ordinary Shares for resale by selling shareholders. This resale prospectus states the Company will receive no proceeds from these sales and will pay registration costs. The prospectus describes the Company’s Cayman-to-PRC holding structure, material PRC regulatory risks (including CSRC filing requirements and cybersecurity review thresholds), recent corporate capital reorganizations, and that the Resale Shares were issued pursuant to securities purchase agreements and warrant exercises.
The prospectus discloses recent operating results: revenue of $15,288,195 and net loss of $8,593,406 for fiscal 2025, and summarizes principal risk factors affecting business, cash transfer constraints between PRC entities and the Cayman holding company, and governance facts including a dual-class structure and a controlling shareholder.
Golden Heaven Group Holdings Ltd. has completed a major reorganization of its Cayman share capital structure. The par value of each issued Class A and Class B ordinary share was reduced from US$1.875 to US$0.00001, with the released amount moved into a distributable reserve that can be used as allowed under Cayman law, including offsetting accumulated losses.
Following a subdivision, cancellation of excess authorized shares, and a subsequent share capital increase, the Company’s authorized share capital is now US$33,000, divided into 3,000,000,000 Class A ordinary shares and 300,000,000 Class B ordinary shares, each with a par value of US$0.00001. The changes are reflected in the Tenth Amended and Restated Memorandum and Articles of Association, which have been registered with the Cayman Registrar.
Golden Heaven Group Holdings Ltd. registered up to 27,095,045 Class A Ordinary Shares for resale by existing selling shareholders. The prospectus registers the resale of these shares by the selling shareholders and states the company will not receive proceeds from such resales.
The filing describes a Share Capital Restructuring — including a par value reduction to US$0.00001 and an increase in authorised share capital — which is subject to approval by the Cayman Registrar and will be completed prior to effectiveness of the registration statement. The prospectus also discloses that Class A Ordinary Shares trade on Nasdaq under the symbol GDHG and the last reported sale price on April 24, 2026 was $1.80 per share.
GOLDEN HEAVEN GROUP HOLDINGS LTD. executive Xu Jin N, the Chief Executive Officer, has filed an initial Form 3 statement of beneficial ownership. This filing establishes Xu Jin N as an insider of the company but shows no reportable transactions or derivative positions in the provided data.