Golden Heaven (NASDAQ: GDHG) sets 15M-share deal and reprices warrants

Rhea-AI Filing Summary

Golden Heaven Group Holdings Ltd. plans a February 2026 private placement of 15,000,000 Class A ordinary shares at US$1.20 per share, together with warrants to purchase up to 30,000,000 additional Class A shares at US$1.20. Closing is expected in March 2026, subject to conditions including reducing par value of the Class A shares to US$0.00001.

The company plans to use about 40% of proceeds for new amusement parks and acquisitions, 20% to upgrade existing parks, 10% for marketing, 10% for internal controls, with the rest for working capital and general purposes. Golden Heaven also amended December 2025 warrants, cutting their exercise price from US$4.0 to US$1.0 and making exercise subject to the same par value reduction condition.

Insights

Equity capital markets analyst

Golden Heaven raises equity privately and makes prior warrants cheaper to exercise.

Golden Heaven is arranging a February 2026 private placement of 15,000,000 Class A shares at US$1.20, paired with warrants for up to 30,000,000 shares at the same exercise price. The deal is expected to close in March 2026 once conditions, including a par value reduction to US$0.00001, are satisfied or waived.

Use of proceeds is clearly allocated: roughly 40% for new parks and acquisitions, 20% for upgrading current parks, 10% for marketing, 10% for internal controls, and the balance for working capital and corporate needs. The filing also revises December 2025 warrants by cutting their exercise price from US$4.0 to US$1.0 and tying exercise to the same par value change.

The combination of new shares, attached warrants, and cheaper exercise terms for existing warrants increases potential future share issuance, while providing clearer funding for expansion and operational projects. Actual impact will depend on completion of the private placement and the extent to which investors choose to exercise the warrants over their five-year lives from their respective issuance 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 February 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 ☐

February 2026 Private Placement

On February 23, 2026, Golden Heaven Group Holding Ltd. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors for a private placement offering (the “February 2026 Private Placement”) of 15,000,000 Class A ordinary shares of par value $1.875 per share (the “Class A Ordinary Shares”) at the subscription price of US$1.20 per Class A Ordinary Share and warrants to purchase up to an aggregate of 30,000,000 Class A Ordinary Shares (the “Warrants”).

The Warrants have an exercise price of US$1.2 per share (subject to adjustment as set forth in the Warrants), are exercisable on or after issuance date and will expire five (5) years after that date.

The February 2026 Private Placement is expected to close in March 2026, subject to satisfaction or waiver of the conditions precedent set forth in the Securities Purchase Agreement, including, among other things, a condition precedent that the par value of the Class A Ordinary Shares is reduced to US$0.00001 per share. The Company intends to use the proceeds from the February 2026 Private Placement as follows: (i) approximately 40% for constructing new amusement parks and acquiring and investing in other companies to expand market share, (ii) approximately 20% for upgrading existing amusement parks, (iii) approximately 10% for marketing and promotion to enhance brand awareness, (iv) approximately 10% for improving internal control, and (v) remaining for working capital and general corporate purposes.

The foregoing description of the Securities Purchase Agreement and form of the Warrant does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Securities Purchase Agreement which is filed as Exhibit 10.1 and 10.2 hereto, respectively, and is incorporated herein by reference.

Amendment to December 2025 Warrant

As previously disclosed, on December 4, 2025, the Company entered into a securities purchase agreement with certain investors for a private placement offering of 15,000,000 Class A Ordinary Shares at the subscription price of US$2.50 per Class A Ordinary Share and warrants to purchase up to an aggregate of 30,000,000 Class A Ordinary Shares (the “December 2025 Warrants”). The December 2025 Warrants have an exercise price of US$4.0 per share (subject to adjustment as set forth in the December 2025 Warrants), are exercisable on or after December 4, 2025 and will expire five (5) years after that date.

On February 23, 2026, the Company entered into a series of amendments to warrant (the “Amendments to Warrant”) with existing holders of the December 2025 Warrants, pursuant to which, (i) the exercise price were amended from US$4.0 to US$1.0, and (ii) the exercise of the December 2025 Warrants is subject to the condition that the par value of the Class A Ordinary Shares is reduced to US$0.00001 per share.

The foregoing description of the form of the Amendment to Warrant does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the full texts of the form of an amendment to warrant, which is filed as Exhibits 10.3 to this Form 6-K and is incorporated herein by reference.

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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EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement dated February 23, 2026 between Golden Heaven Group Holdings Ltd. and Purchasers
10.2		Form of Warrant
10.3		Form of Amendment to Warrant dated February 23, 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: February 23, 2026	By:	/s/ Jin Xu
	Name:	Jin Xu
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

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FAQ

What is Golden Heaven (GDHG) raising in the February 2026 private placement?

Golden Heaven is arranging a private placement of 15,000,000 Class A ordinary shares at US$1.20 each, plus warrants to purchase up to 30,000,000 additional Class A shares at an exercise price of US$1.20 per share, exercisable for five years from issuance.

How will Golden Heaven (GDHG) use the proceeds from the February 2026 private placement?

Golden Heaven plans to allocate about 40% of proceeds to build new amusement parks and pursue acquisitions, 20% to upgrade existing parks, 10% to marketing, 10% to improving internal control systems, and the remaining funds to working capital and general corporate purposes.

What conditions must be satisfied before Golden Heaven’s February 2026 private placement closes?

Closing is expected in March 2026, subject to conditions in the securities purchase agreement. These include, among other items, reducing the par value of the company’s Class A ordinary shares to US$0.00001 per share before the private placement can be completed.

What changes were made to Golden Heaven’s December 2025 warrants in February 2026?

Golden Heaven amended the December 2025 warrants by reducing their exercise price from US$4.0 per share to US$1.0 per share. The amendments also make exercising those warrants conditional on reducing the par value of the Class A ordinary shares to US$0.00001 per share.

What are the key terms of the new warrants in Golden Heaven’s February 2026 private placement?

The new warrants allow holders to purchase up to 30,000,000 Class A ordinary shares at an exercise price of US$1.20 per share. They are exercisable on or after the issuance date and will expire five years after that issuance date, subject to warrant adjustment provisions.

How are Golden Heaven’s Class A ordinary share par value changes linked to these transactions?

Both the closing of the February 2026 private placement and the exercise of the amended December 2025 warrants are conditioned on reducing the par value of Golden Heaven’s Class A ordinary shares to US$0.00001 per share, aligning capital structure terms across these equity instruments.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 23, 2026 BETWEEN GOLDEN HEA 94.7 KB
• EX-10.2 FORM OF WARRANT 64.3 KB
• EX-10.3 FORM OF AMENDMENT TO WARRANT DATED FEBRUARY 23, 2026 15.9 KB