[6-K] GOLDEN HEAVEN GROUP HOLDINGS LTD. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Golden Heaven Group Holdings Ltd. (GDHG) reports two key updates. First, its Yunnan Yuxi Jinsheng Amusement Park in Yuxi City, Yunnan Province, which is owned through an operating entity and leased to a third-party operator, was closed on November 10, 2025 for renovation and upgrading and is expected to reopen in approximately six months. Second, on the same date the company signed a two-year agreement with HENGRUI INVESTMENT HOLDING LTD. as financial advisor. The advisor will use best efforts to introduce qualified investors to make an equity investment with a total target amount of no less than US$100 million. As consideration for these services, Golden Heaven agreed to issue an aggregate of 2,500,000 Class A ordinary shares, with any shortfall from the target investment amount to be addressed through amicable negotiation based on the actual completion ratio.

Insights

Equity & corporate actions analyst

GDHG signs a $100M-target equity sourcing deal and temporarily closes a park for upgrades.

The company has closed the Yunnan Yuxi Jinsheng Amusement Park for renovation and upgrading, with an expected six‑month reopening timeline. This indicates a planned improvement of an operating asset rather than a permanent shutdown, but the excerpt does not quantify the financial impact of the temporary closure.

Separately, Golden Heaven entered a two‑year agreement with HENGRUI INVESTMENT HOLDING LTD., which will use best efforts to bring in qualified investors targeting at least US$100 million in equity investment. As compensation for these advisory services, the company agreed to issue 2,500,000 Class A ordinary shares, introducing potential share dilution tied to capital-raising activities.

The arrangement includes a mechanism where, if investment proceeds from investors introduced by the advisor fall short of the target, compensation will be handled through amicable negotiation using the completion ratio against the target as a reference. Actual impact on capital structure and funding depends on how much equity investment is ultimately completed over the two‑year term ending after November 10, 2027.

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 November 2025

Commission File Number: 001-41675

GOLDEN HEAVEN GROUP HOLDINGS LTD.

No. 8 Banhouhaichuan Rd

Xiqin Town, Yanping District

Nanping City, Fujian Province, China 353001

(Address of principal executive office)

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 ☐

On November 10, 2025, Yunnan Yuxi Jinsheng Amusement Park, located in Yuxi City, Yunnan Province, China, which is owned by Yuxi Jinsheng Amusement Development Co., Ltd., an operating entity of Golden Heaven Group Holdings Ltd. (the “Company”) and leased out to and operated by Fuzhou Yibang Amusement Park Co., Ltd, was closed for purposes of renovation and upgrading. The park is expected to reopen in approximately six months.

Also on November 10, 2025, the Company entered into an agreement with HENGRUI INVESTMENT HOLDING LTD. (the “Financial Advisor”), pursuant to which, among other things, for a term of two years, the Financial Advisor agreed to introduce potential qualified investors to the Company and use its best efforts to facilitate such investors in making an equity investment in the Company with a total investment amount of no less than US$100 million (the “Target Investment Amount”) and in consideration of such services of the Financial Advisor, the Company agreed to issue an aggregate of 2,500,000 Class A ordinary shares of par value of US$1.875 each of the Company. In the event that the total amount of investment proceeds received from qualified investors that are facilitated by the Financial Advisor is less than the Target Investment Amount, the Company and the Financial Advisor will negotiate amicably and handle the compensation according to the actual completion ratio against the Target Investment Amount.

Forward-Looking Statements

This report contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. 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. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or 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 U.S. Securities and Exchange Commission.

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SIGNATURES

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, thereunto duly authorized.

	Golden Heaven Group Holdings Ltd.
Date: November 17, 2025	By:	/s/ Jin Xu
	Name:	Jin Xu
	Title:	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

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FAQ

What did Golden Heaven Group Holdings Ltd. (GDHG) announce about its Yunnan Yuxi Jinsheng Amusement Park?

Golden Heaven announced that the Yunnan Yuxi Jinsheng Amusement Park in Yuxi City, Yunnan Province, which is owned through its operating entity Yuxi Jinsheng Amusement Development Co., Ltd. and leased to Fuzhou Yibang Amusement Park Co., Ltd., was closed on November 10, 2025 for renovation and upgrading and is expected to reopen in approximately six months.

Who operates Golden Heavens Yunnan Yuxi Jinsheng Amusement Park?

The park is owned by Yuxi Jinsheng Amusement Development Co., Ltd., an operating entity of Golden Heaven Group Holdings Ltd., and is leased out to and operated by Fuzhou Yibang Amusement Park Co., Ltd.

What is the equity investment target in Golden Heavens new financial advisor agreement?

Under the agreement signed on November 10, 2025, the financial advisor HENGRUI INVESTMENT HOLDING LTD. agreed to use its best efforts to introduce potential qualified investors to make an equity investment in Golden Heaven with a target investment amount of no less than US$100 million.

How is HENGRUI INVESTMENT HOLDING LTD. being compensated by Golden Heaven (GDHG)?

As consideration for its services in introducing qualified investors and facilitating equity investments, Golden Heaven agreed to issue an aggregate of 2,500,000 Class A ordinary shares of par value US$1.875 each to HENGRUI INVESTMENT HOLDING LTD.

What is the term of Golden Heavens agreement with HENGRUI INVESTMENT HOLDING LTD.?

The agreement between Golden Heaven Group Holdings Ltd. and HENGRUI INVESTMENT HOLDING LTD. has a two-year term, during which the financial advisor will use its best efforts to introduce potential qualified investors for the targeted equity investment.

What happens if the equity investment raised by the financial advisor is below the US$100 million target?

If the total investment proceeds received from qualified investors introduced by the financial advisor are less than the Target Investment Amount of US$100 million, Golden Heaven and the advisor will negotiate amicably and handle the compensation based on the actual completion ratio against the target.

Does the Golden Heaven 6-K contain forward-looking statements?

Yes. The company states that the report contains forward-looking statements, which involve known and unknown risks and uncertainties and are based on current expectations about factors that may affect its financial condition, results of operations, business strategy and financial needs.