6-K 1 form6-k.htm 6-K

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 September 2025

Commission File Number: 001-41324

Australian Oilseeds Holdings Limited

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41986

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

126 – 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +02 6942 4347

Not Applicable

(Former name or former address, if changed since last report)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Explanatory Note

As previously reported by Australian Oilseeds Holdings Limited (the “Company”), on August 22, 2025, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that a Nasdaq Hearings Panel (the “Panel”) has determined to grant the request of the Company to continue its listing on Nasdaq for the period and subject to specified conditions. The Panel granted the Company an extension to regain compliance with continued listing requirements and demonstrate long-term compliance with Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”) (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million).

Specifically, the Panel provided the Company until September 30, 2025 to demonstrate compliance with the Equity Rule by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Company may do so by including in the public filing a balance sheet with pro forma adjustments for any significant transactions or events occurring on or before the report date.

Interim Balance Sheet Showing Pro Forma Adjustments to Demonstrate Compliance

In compliance with the requirements of the Nasdaq Panel, the Company is filing this Form 6-K containing its unaudited balance sheet and income statement as of the end of its fiscal year of June 30, 2025 to demonstrate its continued compliance with the Equity Rule, which were reviewed by BDO. Shareholder's equity as of June 30, 2025 as per the Company’s unaudited balance sheet is AUD 4,721,826, which is equivalent to USD 3,166,405 (current exchange rate AUD/USD 0.66). BDO’s audit opinion is not provided as of today, we expect Form 20F with the BDO audit opinion to be filed on a timely basis on or before October 31, 2025.

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025 AND 30 JUNE 2024 AND JUNE 30 2023

	2025			2024			2023
	AUD$			AUD$			AUD$
ASSETS
CURRENT ASSETS
Cash and cash equivalents		2,309,303			514,140			121,273
Trade and other receivables		5,963,954			4,470,101			4,437,253
Inventories		5,897,651			6,202,160			1,020,469
Prepayment of seed purchase		-			-			3,672,697
Other current assets		1,339,160			201,830			553,315
TOTAL CURRENT ASSETS		15,510,068			11,388,231			9,805,007
NON-CURRENT ASSETS
Investments in associates		-			-			89,977
Property, plant and equipment		15,646,308			14,617,513			10,542,592
Right-of-use asset		925,364			944,420			1,040,472
Other assets		-			429,841			-
Deferred tax assets		34,270			34,270			-
Intangible assets		2,582,495			2,582,495			2,582,495
TOTAL NON-CURRENT ASSETS		19,188,437			18,608,539			14,255,536
TOTAL ASSETS		34,698,505			29,996,770			24,060,543
LIABILITIES
CURRENT LIABILITIES
Trade and other payables		12,744,630			10,455,684			6,712,768
Borrowings		6,472,136			978,574			396,881
Lease liability, current		89,109			89,109			82,386
Income Tax liabilities		-			128,927			-
Related party loans		5,880,571			4,111,661			3,188,006
Convertible note, net of discount		1,441,900			1,181,953			-
Warrant liabilities		180,918			238,613			-
Promissory note – related party, current		1,538,322			968,216			-
Employee benefits		150,799			201,024			103,734
TOTAL CURRENT LIABILITIES		28,498,385			18,353,761			10,483,775
NON-CURRENT LIABILITIES
Borrowings		-			5,051,910			2,078,570
Promissory note - related party, non-current		-			273,676			-
Lease liability, non-current		790,235			879,347			971,752
Related party loans		688,059			4,530,507			2,873,929
TOTAL NON-CURRENT LIABILITIES		1,478,294			10,735,440			5,924,251
TOTAL LIABILITIES		29,976,679			29,089,201			16,408,026
NET ASSETS		4,721,826			907,569			7,652,517
EQUITY
Share capital		4,029			3,562			2,860
Share premium		22,292,939			17,064,658			2,579,627
Foreign currency translation reserve		(19,968	)		-			-
(Accumulated losses) Retained earnings		(19,179,244	)		(17,950,222	)		3,712,333
Total (deficit) equity attributable to equity holders of the Company		3,097,756			(882,002	)		6,294,820
Non-controlling interest		1,624,070			1,789,571			1,357,697
TOTAL EQUITY		4,721,826			907,569			7,652,517

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED 30 JUNE 2025 AND 30 JUNE 2024 AND JUNE 30 2023

	2025			2024			2023
	AUD$			AUD$			AUD$
Sales revenue		41,702,614			33,727,222			29,049,345
Cost of sales		(38,240,704	)		(27,810,782	)		(24,062,603	)
Gross profit		3,461,910			5,916,440			4,986,742
General and administrative expenses		(3,197,936	)		(3,224,843	)		(2,467,432	)
Selling and marketing expenses		(372,707	)		(412,536			-
Other income		448,410			707,911			48,273
Operating profit		339,677			2,986,972			2,567,583
Finance expenses		(1,728,276	)		(835,813	)		(612,735	)
Change in fair value of warrant liabilities		42,872			141,874			-
Recapitalization expense		-			(23,210,293	)		-
(Loss) Profit before income tax		(1,345,727	)		(20,917,260	)		1,954,848
Income tax expense		(49,094	)		(313,421	)		(109,878	)
(Loss) Profit for the year		(1,394,821	)		(21,230,681			1,844,970
Other comprehensive income for the year, net of tax		-			-			-
Total comprehensive (loss) income		(1,394,821	)		(21,230,681	)		1,844,970
(Loss) Profit attributable to:
Members of the parent entity		(1,229,022	)		(21,662,555	)		1,432,693
Non-controlling interest		(165,799	)		431,874			412,277
Total (Loss) Income		(1,394,821	)		(21,230,681	)		1,844,970
Total comprehensive (loss) income attributable to:
Members of the parent entity		(1,229,022	)		(21,662,555	)		1,432,693
Non-controlling interest		(165,799	)		431,874			412,277
Total		(1,394,821	)		(21,230,681	)		1,844,970
Earnings per share attributable to the ordinary equity holders of the parent
Profit or loss
Basic (loss) earnings per share (cents)		(0.06	)		(1.07	)		0.10
Diluted (loss) earnings per share (cents)		(0.06	)		(1.07	)		0.10

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 30 JUNE 2025 AND 30 JUNE 2024 AND 30 JUNE 2023

							Non-		Foreign currency
	Shares		Share		Retained		controlling		translation
	Capital		Premium		Earnings		Interests		reserve		Total
	AUD$		AUD$		AUD$		AUD$		AUD$		AUD$
Balance on 30 June 2022		2,860		2,579,627		2,279,640		945,420		-		5,807,547

Profit attributable to members of the parent entity		-		-		1,432,693		412,277		-		1,844,970
Balance on 30 June 2023		2,860		2,579,627		3,712,333		1,357,697		-		7,652,517

									Non-			Foreign currency
	Shares		Share			Retained			controlling			translation
	Capital		Premium			Earnings			Interests			reserve			Total
	AUD$		AUD$			AUD$			AUD$			AUD$			AUD$
Balance on 30 June 2023		2,860		2,579,627			3,712,333			1,357,697			-			7,652,517

Issuance of shares to SPAC shareholders		19		3,024,191			-			-			-			3,024,210
Issuance of shares to SPAC founders		409		(5,791,835	)		-			-						(5,791,426	)
Issuance of shares in exchange for advisory services		107		(107	)		-			-			-			-
Conversion of convertible notes		23		2,300,590			-			-			-			2,300,613
Conversion of rights		144		(144	)		-			-			-			-
Recapitalizations costs		-		16,126,854			-			-			-			16,126,854
Costs attributable to the issuance of shares in connection with the business combination		-		(1,315,013	)		-			-			-			(1,315,013	)
Issuance of convertible note – equity component		-		140,495			-			-			-			140,495
Loss attributable to members of the parent entity		-		-			(21,662,555	)		431,874			-			(21,230,681	)
Balance on 30 June 2024		3,562		17,064,658			(17,950,222	)		1,789,571			-			907,569
Conversion of related party loan		445		4,998,067			-			-			-			4,998,512
Conversion of convertible note		22		230,214			-			-			-			230,236
Loss attributable to members of the parent entity		-		-			(1,229,022	)		(165,799	)		-			(1,394,821	)
Reclass		-		-			-			298			-			298
Unrealised loss on translation		-		-			-			-			(19,968	)		(19,968	)
Balance on 30 June 2025		4,029		22,292,939			(19,179,244	)		1,624,070			(19,968	)		4,721,826

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 6-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “expects,” “intends,” “plans,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including meeting Nasdaq compliance standards and other Nasdaq requirements and conditions for listing. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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.

	Australian Oilseeds Holdings Limited

Date: September 30, 2025	By:	/s/ Gary Seaton
	Name:	Gary Seaton
	Title:	Chief Executive Officer and Director