Australian Oilseeds Holdings Ltd

As filed with the Securities and Exchange Commission on April 15, 2025

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

Tel:+02 6942 4347

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kensington House, 69 Dr. Roy’s Drive

P.O. Box 2510, George Town

Grand Cayman** KY1-1104****, Cayman Islands**

Tel.:(345) 949-3344

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Debbie A. Klis, Esq.

Rimon PC

1050 Connecticut Avenue, NW, Suite 500

Washington DC 20036

(202) 935-3390

**Approximate date of commencement of proposed sale to the public:**From time to time on or after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a) (2)(B) of the Securities Act.☐

• The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor any Selling Securityholder may sell or distribute the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

Up to 25,859,391 Ordinary Shares

by Selling Securityholders

This prospectus relates to the offer and sale from time to time of (i) up to 25,000,000 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 of Cayman Islands (the “Company” or “Australian Oilseeds”), by Arena Business Solutions Global SPC II, Ltd. on behalf of and for the account of Segregated Portfolio #6 – SPC #6 (“Arena”), pursuant to a securities purchase agreement dated March 5, 2024 (the “Purchase Agreement”) and (ii) 859,391 Ordinary Shares by other selling shareholders identified in this prospectus (collectively, the “Selling Shareholders” and together with Arena, the “Selling Securityholders”).

The Ordinary Shares included in this prospectus issuable to Arena hereunder consist of (i) Ordinary Shares that we may, in our sole discretion, elect to issue and sell to Arena, from time to time after the date of this prospectus, pursuant to (and limited by the terms of) the Purchase Agreement, and (ii) Ordinary Shares issuable as a commitment fee in accordance with the terms of the Purchase Agreement. See*“The Purchase Agreement”*for a description of the Purchase Agreement for additional information regarding Arena.

Arena is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

As of April __, 2025, there were 23,224,102 Ordinary Shares outstanding, including approximately 6,090,790 Ordinary Shares held by non-affiliates of our Company. If all of the 25,000,000 shares offered by Arena under this prospectus were issued and outstanding as of the date hereof, such shares would represent 51.8% of the total number of our outstanding Ordinary Shares and 80.4% of the total number of our outstanding Ordinary Shares held by non-affiliates, in each case upon effectiveness of the Registration Statement.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sales of our Ordinary Shares by the Selling Securityholders. However, we may receive up to US$50,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of our Ordinary Shares we may elect to make to Arena pursuant to the Purchase Agreement after the date of this prospectus.

Our Ordinary Shares and Warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively. On April 11, 2025, the last reported sales price of our Ordinary Shares was US$0.82 per share. The Ordinary Shares have recently experienced wide fluctuations in price and trading volume. From March 13, 2025 to April 11, 2025, the closing price of Ordinary Shares on Nasdaq ranged from as low as US$0.82 to as high as US$1.41. During this time, we have not experienced any material changes in our financial condition or results of operations that would explain such price changes or trading volume.

We will pay the expenses incurred in registering under the Securities Act the offer and sale of our Ordinary Shares to which this prospectus relates by the Selling Securityholders, including legal and accounting fees. See*“Plan of Distribution.”*

We are an “emerging growth company” and a “foreign private issuer,” each as defined under the U.S. federal securities laws and a “controlled company” as defined under the Nasdaq Stock Market Rules and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. 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 described in the section titled“Risk Factors” beginning on page 9 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.**

None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determinedifthis prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is __, 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any 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 Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

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