STOCK TITAN

Golden Heaven sets up $50M at-the-market offering

Golden Heaven Group Holdings Ltd. (GDHG) has entered into a Sales Agreement with Craft Capital Management LLC for an at-the-market equity program.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Aggregate offering price $50,000,000 Maximum aggregate offering price of Class A ordinary shares under the Sales Agreement
Sales agent compensation 5.0% of gross proceeds Aggregate compensation to sales agent and executing broker for each sale of Offered Shares
Expense reimbursement cap $65,000 Maximum reimbursement of sales agent expenses in connection with the offering
Quarterly expense reimbursement $2,500 per calendar quarter Additional reimbursement cap for each calendar quarter in which the Sales Agreement is utilized
Form F-3 file number File No. 333-292462 Shelf registration statement under which the Offered Shares will be sold
at the market offering financial
"deemed to be an “at the market offering” as defined by Rule 415(a)(4)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf registration statement regulatory
"form a part of the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a prospectus supplement, dated August 31, 2026, that form a part"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnification and contribution rights financial
"agreed to provide the Sales Agent and applicable executing broker with customary indemnification and contribution rights"
Form F-3 regulatory
"Company’s shelf registration statement on Form F-3, as amended"
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.
Offering Type ATM

FAQ

What equity offering did GDHG announce in this Form 6-K?

Golden Heaven Group Holdings Ltd. announced an at-the-market equity program allowing it to sell Class A ordinary shares with an aggregate offering price of up to $50,000,000 through Craft Capital Management LLC as sales agent under an effective Form F-3 shelf registration.

How much can Golden Heaven (GDHG) raise under the new ATM program?

Golden Heaven may offer and sell Class A ordinary shares with an aggregate offering price of up to $50,000,000 under the Sales Agreement with Craft Capital Management LLC, conducted as an at-the-market offering under Rule 415(a)(4).

What fees will GDHG pay under the Sales Agreement for the ATM offering?

Golden Heaven will pay the sales agent and applicable executing broker an aggregate compensation of 5.0% of the gross proceeds from each sale of Offered Shares, plus reimbursement of offering-related expenses up to $65,000 and up to $2,500 per calendar quarter of use.

Is Golden Heaven (GDHG) required to sell shares under this ATM facility?

No. Golden Heaven is not obligated to sell any Offered Shares under the Sales Agreement, and the sales agent is not obligated to purchase shares on a principal basis except as separately agreed in writing.

Which registration statements does this GDHG Form 6-K incorporate by reference?

The Form 6-K is incorporated by reference into Golden Heaven’s registration statements on Form S-8 (File Nos. 333-279423 and 333-283714) and on Form F-3 (File Nos. 333-279942, 333-292462, and 333-295337).

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

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.

 

1

  

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)

 

2

  

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

 

 

3

 

 

Filing Exhibits & Attachments

2 documents