Australian Oilseeds Holdings Ltd美股招股说明书(2026-01-09版)

Up to 165,000 Ordinary Shares by Selling Shareholders This prospectus relates to the offer and sale from time to time of 165,000 ordinary shares, par value US$0.0001 per share(“Ordinary Shares”) of Australian Oilseeds Holdings Limited, an exempted company with limited liability incorporated under the laws ofCayman Islands (the “Company” or “Australian Oilseeds”), by the selling shareholders identified in this prospectus (collectively, the“Selling Shareholders”). As of December 22, 2025, there were 27,898,538 Ordinary Shares outstanding, including approximately 6,090,790 OrdinaryShares held by non-affiliates of our Company. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. We are not sellingany securities under this prospectus and will not receive any of the proceeds from the sales of our Ordinary Shares by the SellingShareholders. Our Ordinary Shares and Warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and“COOTW,” respectively. On December 19, 2025, the last reported sales price of our Ordinary Shares was US$0.65 per share. The OrdinaryShares have recently experienced wide fluctuations in price and trading volume. From November 20, 2025 to December 19, 2025, theclosing price of Ordinary Shares on Nasdaq ranged from as low as US$0.65 to as high as US$0.96. During this time, we have notexperienced any material changes in our financial condition or results of operations that would explain such price changes or tradingvolume. The Selling Shareholders may sell or otherwise dispose of our Ordinary Shares described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Shareholders may sell orotherwise dispose of our Ordinary Shares pursuant to this prospectus. We will pay the expenses incurred in registering under the Securities Act of 1933, as amended (the “Securities Act”) the offer andsale of our Ordinary Shares to which this prospectus relates by the Selling Shareholders, including legal and accounting fees. See“Plan ofDistribution.” We are an “emerging growth company”, as defined under the U.S. federal securities laws, and a “controlled company” as definedunder the Nasdaq Stock Market Rules and, as such, may elect to comply with certain reduced public company disclosure and reportingrequirements. See“Summary of the Prospectus - Emerging Growth Company,”and“Summary of the Prospectus -Controlled Company,”respectively. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties describedin the section titled“Risk Factors”beginning on page 6 of this prospectus, and under similar headings in any amendments orsupplements to this prospectus. None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved ofthe securities or determinedifthis prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The date of this prospectus is January 9, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY OF THE PROSPECTUS1THE OFFERING5USE OF PROCEEDS21DIVIDEND POLICY21MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESS22MANAGEMENT33CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS42DESCRIPTION OF SECURITIES45SELLING SHAREHOLDERS50PLAN OF DISTRIBUTION52LEGAL MATTERS60EXPERTS60ENFORCEABILITY OF CIVIL LIABILITY60WHERE YOU CAN FIND MORE INFORMATION61INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or any supplement. Neither we nor the SellingShareholders have authorized anyone else to provide you with different information. The securities offered by this prospectus arebeing offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus orany supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition,results of operations and prospects may have changed since that date. Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholders have taken any action to permit apublic offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside theUnited States. Persons outside the United States who come into possession of this prospectus must inform themselves about andobserve any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the“SEC”) whereby the Selling Shareholders may, from tim