金生游乐美股招股说明书(2026-01-27版)

Prospectus Supplement(To Prospectus dated June 18, 2024) Up to 14,500,000 ClassA Ordinary Shares by the Selling Shareholders Golden Heaven Group Holdings Ltd. This prospectus supplement relates to the resale by certain selling shareholders described herein (the “Selling Shareholders”) of up to14,500,000 Class A Ordinary Shares of US$1.875 par value each (the “Class A Ordinary Shares”). The Selling Shareholders may, fromtime to time, sell, transfer, or otherwise dispose of any or all of their Class A Ordinary Shares registered herein on any stock exchange,market, or trading facility on which the Class A Ordinary Shares are traded or in private transactions. These dispositions may be atfixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determinedat the time of sale, or at negotiated prices. We will not receive any of the proceeds from the sale or other disposition of the Class AOrdinary Shares by the Selling Shareholders, but we will bear all costs, fees and expenses in connection with the registration of theClass A Ordinary Shares offered by the Selling Shareholders. The Selling Shareholders will bear all commissions and discounts, if any,attributable to the sale of the Class A Ordinary Shares offered for resale through this prospectus. For information regarding the SellingShareholders and the times and manner in which they may offer or sell Class A Ordinary Shares, see “Selling Shareholders” and “Planof Distribution.” As of the date of this prospectus supplement, the authorized share capital of the Company is US$6,018,000,000 divided into3,200,000,000 Class A Ordinary Shares and 9,600,000 Class B ordinary shares with a par value of US$1.875 each (the “Class BOrdinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting andconversion rights as set forth in our amended and restated memorandum and articles of association currently in effect. In respect ofmatters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class AOrdinary Share and each holder of Class B Ordinary Shares will be entitled to two hundred (200) votes per one Class B OrdinaryShare. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holderon a one-to-one basis. As of the date of this prospectus supplement, we have 19,960,521 Class A Ordinary Shares and 71,574 Class BOrdinary Shares issued and outstanding, respectively. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “GDHG.” On January 26, 2026, the lastreported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market was US$2.0527 per share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of January 26, 2026(the “Public Float Calculation Date”) was approximately US$35,841,211. This public float was calculated based on 17,460,521 ClassA Ordinary Shares held by non-affiliates as of the Public Float Calculation Date and a per share price of US$2.0527, which was theclosing price of our Class A Ordinary Shares on The Nasdaq Capital Market on January 26, 2026. Pursuant to General Instruction I.B.5of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of ouroutstanding ordinary shares held by non-affiliates remains below US$75,000,000. We are both an “emerging growth company” and a “foreign private issuer” as defined under applicable U.S. securities laws and areeligible for reduced public company reporting requirements. See “Item 3. Key Information—D. Risk Factors—Risks Related to OurClass A Ordinary Shares and the Trading Market—For as long as we are an emerging growth company, we will not be required tocomply with certain reporting requirements, including those relating to accounting standards and disclosure about our executivecompensation, that apply to other public companies” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Class AOrdinary Shares and the Trading Market—We are a foreign private issuer within the meaning of the rules under the Exchange Act, andas such we are exempt from certain provisions applicable to U.S. domestic public companies” in the 2025 Annual Report. Investing in our securities involves risks. See “Risk Factors” beginning on page S-3 of this prospectus supplement, page 10 ofthe accompanying prospectus and “Item 3. Key Information—D. Risk Factors” in the 2025 Annual Report. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus su