Australian Oilseeds Holdings 提请股东审议80合1股份合并及后续资本调整方案
6-K - Australian Oilseeds Holdings Ltd (0001959994) (Filer)
Australian Oilseeds Holdings 将于11月10日以 Zoom 召开特别股东大会，提请股东审议80合1股份合并，以及后续股本削减、重组和增加授权股本等方案。股份合并拟按纳斯达克确认或无异议的日期生效，相关方案尚待股东表决。
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 October 2026
Commission File Number: 001-41986
AUSTRALIAN OILSEEDS HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
126 – 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive, Cootamundra
PO Box 263, Cootamundra, Australia 2590
(Address of principal executive offices)
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 ☐
Australian Oilseeds Holdings Limited (the “Company”) will hold an extraordinary general meeting of shareholders (the “Meeting”) on November 10, 2026 at 9:00 p.m. (Hong Kong time) (8:00 a.m., Eastern Time, on November 10, 2026), as a virtual meeting conducted solely by electronic means via Zoom, with no physical place of meeting. The board of directors of the Company has fixed the close of business on October 21, 2026 as the record date for the Meeting. Only shareholders of record of the Company at the close of business on October 21, 2026 are entitled to receive notice of, attend and vote at the Meeting and any adjournment or postponement thereof.
At the Meeting, shareholders will be asked to consider and, if thought fit, approve the following proposals:
| (1) | Proposal One (ordinary resolution) – to approve (i) a share consolidation of the Company’s issued and unissued class A ordinary shares, class B ordinary shares and preference shares at a ratio of eighty (80)-for-one (1), whereby every 80 shares of each such class of a nominal or par value of US$0.0001 each will be consolidated into one (1) share of the same class of a nominal or par value of US$0.008 (the “Share Consolidation”), effective at 12:01 a.m. (Eastern Time) on the date confirmed by The Nasdaq Stock Market LLC or on a date to which The Nasdaq Stock Market LLC has otherwise raised no objection; (ii) as a consequence of the Share Consolidation, the change of the Company’s authorised share capital from US$55,500 divided into 500,000,000 class A ordinary shares, 50,000,000 class B ordinary shares and 5,000,000 preference shares each of a nominal or par value of US$0.0001 per share to US$55,500 divided into 6,250,000 class A ordinary shares, 625,000 class B ordinary shares and 62,500 preference shares each of a nominal or par value of US$0.008; and (iii) that no fractional shares will be issued in connection with the Share Consolidation, with each shareholder entitled to receive one share in lieu of the fractional share of that class that would have resulted from the Share Consolidation; |
| (2) | Proposal Two (special resolution) – upon the Share Consolidation becoming effective and subject to compliance with the requirements of sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions supported by solvency statements, to approve a share capital reduction and reorganization (the “Share Capital Reduction and Reorganization”) whereby (i) the par value of each issued class A ordinary share, class B ordinary share and preference share of US$0.008 will be reduced to US$0.000001 by cancelling US$0.007999 of the paid-up capital on each such issued share, and the credit arising therefrom will be transferred to a distributable reserve account of the Company; (ii) immediately thereafter, each authorised but unissued share of each class of US$0.008 will be subdivided into 8,000 shares of the same class of US$0.000001 each; and (iii) immediately thereafter, such number of authorised but unissued shares will be cancelled as will result in the Company having authorised share capital of US$6.9375 divided into 6,250,000 class A ordinary shares, 625,000 class B ordinary shares and 62,500 preference shares each of a nominal or par value of US$0.000001; |
| (3) | Proposal Three (ordinary resolution) – subject to and conditional upon the Share Capital Reduction and Reorganization having become effective, to approve an increase of the Company’s authorised share capital from US$6.9375 divided into 6,250,000 class A ordinary shares, 625,000 class B ordinary shares and 62,500 preference shares each of a nominal or par value of US$0.000001 to US$1,000 divided into 999,312,500 class A ordinary shares, 625,000 class B ordinary shares and 62,500 preference shares each of a nominal or par value of US$0.000001, by the creation of an additional 993,062,500 class A ordinary shares of a nominal or par value of US$0.000001 each (the “Share Capital Increase”); |
| (4) | Proposal Four (special resolution) – subject to and conditional upon the Share Consolidation, the Share Capital Reduction and Reorganization and the Share Capital Increase having become effective, to approve the amendment and restatement of the Company’s currently effective memorandum and articles of association by their deletion in their entirety and the substitution in their place with the second amended and restated memorandum and articles of association of the Company in the form furnished as Exhibit 3.1 to this Report on Form 6-K, to (i) reflect the Share Consolidation, the Share Capital Reduction and Reorganization and the Share Capital Increase and (ii) incorporate certain corporate-governance provisions and housekeeping amendments; |
| (5) | Proposal Five (ordinary resolution) – with respect to the matters duly approved at the Meeting, to authorise each director of the Company severally to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions, to authorise and instruct the Company’s registered office provider to make the necessary filings with the Registrar of Companies in the Cayman Islands, and to instruct the Company’s registered office provider and/or transfer agent severally to cancel the original share certificate(s) (if any), issue new share certificate(s) upon request, and update the register of members and/or list(s) of shareholders of the Company; and |
| (6) | Proposal Six (ordinary resolution) – to approve that the Meeting be authorised to be adjourned from time to time, including, if necessary, to solicit additional proxies in favour of any of the foregoing resolutions. |
The board of directors of the Company recommends that shareholders vote “FOR” each of the proposals.
The foregoing description of the proposals does not purport to be complete and is qualified in its entirety by reference to the full text of the resolutions set forth in the Notice of Extraordinary General Meeting of Shareholders and the form of proxy, which are furnished as Exhibit 99.1 to this Report on Form 6-K, and to the form of second amended and restated memorandum and articles of association, which is furnished as Exhibit 3.1 to this Report on Form 6-K, each of which is incorporated herein by reference.
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Exhibits
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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.
Date: October 23, 2026
| Australian Oilseeds Holdings Limited | ||
| By: | /s/ Saw Khoon Ming | |
| Name: | Saw Khoon Ming | |
| Title: | Co-Chief Executive Officer | |
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