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 August 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 ☐
Sales Agreement for At The Market Offering
On August 31, 2026, Golden Heaven Group Holding
Ltd., a Cayman Islands exempted company (the “Company”) entered into a sales agreement (the “Sales Agreement”)
with Craft Capital Management LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company
may offer and sell, from time to time, to or through the Sales Agent, Class A ordinary shares of the Company, par value $0.00001 per share
(the “Class A Ordinary Shares”) having an aggregate offering price of up to $50,000,000 (the “Offered Shares”).
Under the Sales Agreement, the Offered Shares
will be offered and sold pursuant to a base prospectus, dated February 2, 2026 and a prospectus supplement, dated August 31, 2026, that
form a part of the Company’s shelf registration statement on Form F-3, as amended (File No. 333-292462), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2026.
The Company is not obligated to sell any Offered
Shares under the Sales Agreement, and the Sales Agent is not under any obligation to purchase any Offered Shares on a principal basis
pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing pursuant to a separate agreement
setting forth the terms of such sale. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially
reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and
the rules of The Nasdaq Stock Market LLC to sell Offered Shares from time to time based upon the Company’s instructions, including
any price, time or size limits specified by the Company. Upon delivery of a sales notice, and subject to the Company’s instructions
in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell Offered Shares by any method permitted
by law that is deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act
of 1933, as amended. The Company will pay the Sales Agent and applicable executing broker an aggregate
compensation of five percent (5.0%) of the gross proceeds from each sale of the Offered Shares and has agreed to provide the Sales Agent
and applicable executing broker with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales
Agent for certain expenses in connection with the offering under the Sales Agreement in an amount not to exceed $65,000, and up to an
additional $2,500 for each calendar quarter in which the Company utilizes the Sales Agreement.
The foregoing summary of the Sales Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached
as Exhibit 10.1 to this Form 6-K and incorporated by reference herein. A copy of the opinion of Ogier, as Cayman Islands counsel to the
Company, regarding the legality of the issuance and allotment of the Class A Ordinary Shares under the Sales Agreement is attached hereto
as Exhibit 5.1 to this Form 6-K and is incorporated by reference herein.
This 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 Offered Shares in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 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, (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, and
(v) the Company’s registration statement on Form F-3 (File No. 333-295337) initially filed with the SEC on April 27, 2026.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| 5.1 |
|
Opinion of Ogier, Cayman Islands counsel to the Company |
| 10.1 |
|
Sales Agreement, dated August 31, 2026, by and between the Company and the Sales Agent |
| 23.1 |
|
Consent of Ogier, Cayman Islands counsel to the Company (included in Exhibit 5.1) |
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 Holding Ltd. |
| |
|
|
| Date: August 31, 2026 |
By: |
/s/ Jin Xu |
| |
Name: |
Jin Xu |
| |
Title: |
Chief Executive Officer,
Chairman of the Board of Directors, and Director |
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