Golden Heaven (NASDAQ: GDHG) closes $18M raise and large warrant share issue

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Golden Heaven raises $18M and adds shares via warrant exercises.

Golden Heaven Group Holdings Ltd. completed earlier-arranged private placements on April 23, 2026. The company received gross proceeds of about US$18,000,000 by issuing 15,000,000 Class A ordinary shares under the February 2026 securities purchase agreement.

Alongside the cash raise, investors executed cashless exercises of warrants from two prior agreements, adding 10,613,893 and 13,844,911 Class A ordinary shares, respectively. Cashless exercise typically means investors surrender warrant value instead of paying cash, increasing the share count without new cash inflow from those exercises.

The filing also incorporates this information into multiple existing Form S-8 and Form F-3 registration statements, aligning these new shares and transactions with prior U.S. registration frameworks. Actual market impact will depend on how these additional shares trade over time.

Key Figures

Gross proceeds: US$18,000,000 Primary shares issued: 15,000,000 shares Warrant exercise shares (Feb 2026 SPA): 10,613,893 shares +3 more

6 metrics

Gross proceeds US$18,000,000 From 15,000,000 Class A ordinary shares issued at April 23, 2026 closing

Primary shares issued 15,000,000 shares Class A ordinary shares under February 23, 2026 securities purchase agreement

Warrant exercise shares (Feb 2026 SPA) 10,613,893 shares Class A ordinary shares issued upon cashless exercise of warrants

Warrant exercise shares (Dec 2025 SPA) 13,844,911 shares Class A ordinary shares issued upon cashless exercise of amended December 4, 2025 warrants

Form F-3 effective date (first) June 27, 2024 Effectiveness date of Form F-3 (File No. 333-279942)

Form F-3 effective date (second) February 6, 2026 Effectiveness date of Form F-3 (File No. 333-292462)

Key Terms

private placement, cashless exercise, securities purchase agreement, Form S-8, +1 more

5 terms

private placement financial

"entered into two separate securities purchase agreements with certain investors for private placement transactions"

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.

cashless exercise financial

"Class A Ordinary Shares upon cashless exercise of the warrants that were issued"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

securities purchase agreement financial

"pursuant to that certain securities purchase agreement dated as of February 23, 2026"

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.

Form S-8 regulatory

"the Company’s registration statement on Form S-8 (File No. 333-279423)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form F-3 regulatory

"the Company’s registration statement on Form F-3 (File No. 333-279942)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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 05/12/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What capital did Golden Heaven Group Holdings Ltd. (GDHG) raise in the April 2026 transaction?

Golden Heaven Group Holdings raised approximately US$18,000,000 in gross proceeds. This came from issuing 15,000,000 Class A ordinary shares under the February 23, 2026 securities purchase agreement as part of a private placement closing on April 23, 2026.

How many new Class A ordinary shares did Golden Heaven (GDHG) issue in total in April 2026?

Golden Heaven issued 15,000,000 Class A ordinary shares for cash and an additional 24,458,804 shares through cashless warrant exercises. The warrant-related shares consisted of 10,613,893 from the February 2026 agreement and 13,844,911 from the December 2025 agreement, all on April 23, 2026.

What is a cashless warrant exercise in the context of Golden Heaven (GDHG)?

A cashless warrant exercise lets holders receive shares without paying cash at exercise. In this case, investors exercised warrants from the February 2026 and December 2025 securities purchase agreements, receiving 10,613,893 and 13,844,911 Class A ordinary shares, respectively, instead of paying cash to Golden Heaven.

Which agreements governed Golden Heaven’s (GDHG) April 23, 2026 share issuances?

The share issuances were governed by two securities purchase agreements. One was dated February 23, 2026, and the other dated December 4, 2025 as amended on February 23, 2026. Both agreements provided for private placements and related warrants exercised on April 23, 2026.

How is this Golden Heaven (GDHG) Form 6-K used in relation to existing registration statements?

The Form 6-K is incorporated by reference into four existing registration statements. These include two Form S-8 statements and two Form F-3 statements filed between May 15, 2024 and December 29, 2025, which were declared effective on June 27, 2024 and February 6, 2026.

Who signed the May 2026 Golden Heaven (GDHG) Form 6-K and in what capacity?

The Form 6-K was signed by Jin Xu on behalf of Golden Heaven Group Holdings Ltd. Jin Xu signed as Chief Executive Officer and Chairman of the Board of Directors, identified as the company’s principal executive officer in this filing dated May 12, 2026.

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 May 2026

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 ☐

As previously disclosed in the Forms 6-K filed on December 9, 2025 and February 23, 2026, Golden Heaven Group Holding Ltd. (the “Company”) entered into two separate securities purchase agreements with certain investors for private placement transactions.

The closings of the private placement transactions took place on April 23, 2026. At the closing, the Company issued (i) 15,000,000 Class A ordinary shares, par value of US$0.00001 (the “Class A Ordinary Shares”) pursuant to that certain securities purchase agreement dated as of February 23, 2026 (the “February 2026 Securities Purchase Agreement”) for a total amount of gross proceeds of approximately US$18,000,000, (ii) 10,613,893 Class A Ordinary Shares upon cashless exercise of the warrants that were issued pursuant to the February 2026 Securities Purchase Agreement, and (iii) 13,844,911 Class A Ordinary Shares upon cashless exercise of the warrants that were issued pursuant to that certain securities purchase agreement dated as of December 4, 2025, as amended on February 23, 2026.

Incorporation by Reference

The contents of this Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File No. 333-279423) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2024, (ii) the Company’s registration statement on Form F-3 (File No. 333-279942) filed with the SEC on June 4, 2024 and declared effective by the SEC on June 27, 2024, (iii) the Company’s registration statement on Form S-8 (File No. 333-283714) filed with the SEC on December 10, 2024, and (iv) the Company’s registration statement on Form F-3 (File No. 333-292462) filed with the SEC on December 29, 2025 and declared effective by the SEC on February 6, 2026.

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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: May 12, 2026	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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