UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 4, 2025

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, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

On June 4, 2025, Australian Oilseeds Holdings Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has not regained compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Global Market. Nasdaq Listing Rule 5450(b)(1) requires listed companies to maintain stockholders’ equity of at least $10,000,000 (the “Stockholders’ Equity Requirement”).

As previously noted in the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2024, the Company received a letter on December 6, 2024 from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that it was not in compliance with the Stockholders’ Equity Requirement. The Company was granted a 180-day extension to regain compliance with the Stockholders’ Equity Requirement. Based on the review of the materials submitted on February 18, 2025 to Nasdaq by the Company, Nasdaq previously granted the Company’s request for an extension until May 30, 2025 to evidence compliance with this requirement. The letter from Nasdaq on June 4, 2025 further informed the Company that the Company’s securities would be delisted from Nasdaq unless the Company appeals the Staff’s delisting determination by requesting a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company intends to request a hearing before the Panel on or before 4:00 p.m. Eastern Time on June 11, 2025, which will automatically stay the suspension of trading in the Company’s securities pending the Panel’s decision, although no assurance can be provided that such an extension would be granted.

Today, the Company also applied to list its securities on The Nasdaq Capital Market. The Company issued a press release today disclosing the foregoing which is attached at Exhibit 99.1.

SIGNATURE

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 hereunto duly authorized.