As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. 333-291946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTRALIAN OILSEEDS HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) (State or Other Jurisdiction o ...

As filed with the Securities and Exchange Commission on December 4, 2025 Registration No. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTRALIAN OILSEEDS HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Cayman Islands 4931 Not Applicable (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat ...

Core Points - Australian Oilseeds Holdings Limited has regained compliance with Nasdaq's minimum bid price requirement and will transfer its listing to The Nasdaq Capital Market effective October 31, 2025 [1][2][3] - The transfer is not expected to impact trading of the Company's securities, which will continue to trade under the symbols "COOT" for Class A ordinary shares and "COOTW" for warrants [2] - The Nasdaq Capital Market has similar operational standards to the Nasdaq Global Market, requiring companies to meet specific financial and corporate governance criteria for continued listing [2] Company Overview - Australian Oilseeds Holdings Limited is focused on the manufacture and sale of sustainable oilseeds, including non-GMO and organic food-grade oils, targeting the growing oilseeds market [3] - The Company operates the largest cold pressing oil plant in Australia, emphasizing the production of GMO-free conventional and organic oilseeds [3] - The Company aims to eliminate chemicals from its production processes, thereby supplying healthier food ingredients and vegetable oils to customers globally [3]

Company Overview - Australian Oilseeds Holdings Limited is a manufacturer and seller of sustainable edible oils, focusing on the GEO line of cold-pressed, chemical-free canola and olive oils [1][5] - The company operates through subsidiaries, including Australian Oilseeds Investments Pty Ltd, and is committed to eliminating chemicals from the production process to supply quality products globally [6] Joint Venture Announcement - The company announced a joint venture with Rajashri Foods Pvt. Ltd. to market and distribute its GEO line of oils in India, which is seen as a significant growth market [1][2] - Rajashri Foods is recognized as a leader in the Indian market with extensive distribution capabilities, making it an ideal partner for the company [2][4] Market Potential - India's edible oil market is valued at approximately AUD 50–60 billion, presenting a substantial opportunity for the company to capture a meaningful share [3] - The partnership aims to address the growing demand for healthier food products in India, aligning with the increasing consumer awareness of health and nutrition [2][3] Product Offering - GEO products are developed to meet the demand for healthy, natural, and sustainable edible oils, emphasizing non-GMO quality, high Omega-3 and Omega-9 content, and low trans-fat [5] - The brand has established a solid reputation in Asia and is distributed across multiple countries, including Japan, China, and Vietnam, with plans to explore the Taiwanese market [5]

Revenue Performance - Revenue from product sales increased by AUD$7.9 million or 23.6% to AUD$41.7 million for the twelve-month period ended June 30, 2025, compared to AUD$33.7 million for the same period in 2024[160] Cash Position - Cash and cash equivalents totaled AUD$2,309,303 as of June 30, 2025, up from AUD$514,140 as of June 30, 2024[261] Foreign Currency and Legacy Costs - Foreign currency payments related to EDOC legacy costs totaled $3,013,604 for the year ended June 30, 2025, significantly up from $28,097 for the year ended June 30, 2024[263] - The Company does not have significant exposure to foreign currency risk, except for certain transactions denominated in currencies other than the functional currency[171] Accounts Receivable - As of June 30, 2025, three customers accounted for 50.5% of the Company's accounts receivable balance, while three customers accounted for more than 60.7% of the accounts receivable balance as of June 30, 2024[267] Financial Arrangements and Risks - The Company had no off-balance sheet arrangements as of June 30, 2025[167] - The Company was not exposed to material risks due to changes in market interest rates given the liquidity of cash and investments[261] Credit Policies - The Company believes its credit policies are prudent, requiring payment from zero to 90 days from the invoice date, with typical terms of 30 days[174] Stock-Based Compensation - The assumptions used in calculating the fair value of stock-based compensation awards involve inherent uncertainties, which could lead to materially different expenses in the future[162] Share Capital - The Company has authorized 555,000,000 shares, including 500,000,000 Class A Ordinary Shares[161]

Core Insights - Australian Oilseeds Holdings Limited reported a strong financial performance for Q4 and fiscal year 2025, with total sales revenue increasing by 49% year-over-year in Q4, driven by growth in retail, wholesale, and high-protein segments [4] - The retail oil division experienced significant growth, with a 59% increase in revenue during the quarter, reflecting successful strategic expansion and product diversification [4] - The company is committed to sustainability and quality, positioning itself favorably in the market for future growth [4] Q4 Fiscal 2025 Financial Highlights - Sales revenue for Q4 increased by 49.1% to A$11.5 million, attributed to broad-based growth across various categories [6] - Retail oil revenue rose by 58.9% to A$4.3 million, supported by expanded distribution and new product offerings [6] - The company achieved a net income of A$0.1 million, a significant improvement from a net loss of A$23.7 million in the previous year [6] Full Year Fiscal 2025 Financial Highlights - Total sales revenue for the fiscal year increased by 23.6% to A$41.7 million, driven by growth in retail and high-protein meal categories [6] - Retail oil revenue for the full year increased by 58.4% to A$19.9 million, reflecting successful distribution strategies and new product introductions [6] - The company reported a net loss of A$1.5 million, an improvement from a net loss of A$21.2 million in the prior year [6]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]

Market Movements - Australian Oilseeds Holdings Limited Warrant (NASDAQ:COOTW) surged by 494.86% to $0.18 with a trading volume of 3,759,243, while its ordinary shares (COOT) increased by 244.87% to $3.32 with a trading volume of 167,502,947, despite facing a Nasdaq notification regarding non-compliance with the minimum stockholders' equity requirement of $10 million [1][4] - Genprex, Inc. (NASDAQ:GNPX) saw a 193.90% increase in its stock price to $0.74 with a trading volume of 825,729,912, driven by anticipation of promising preclinical data on its Reqorsa® Gene Therapy, which targets ALK-EML4 positive translocated non-small cell lung cancer [1][4] - Omeros Corporation (NASDAQ:OMER) experienced a 170.73% increase in its stock price to $11.1 with a trading volume of 107,994,321, following a significant licensing agreement with Novo Nordisk valued at up to $2.1 billion, granting exclusive global rights to develop and commercialize Omeros' MASP-3 inhibitor [1][4] Investor Interest - Bonk, Inc. Warrant (BNKKW) experienced a 125.16% price increase to $0.17 with a volume of 127,897, indicating investor interest in the company's prospects [2] - The reasons behind these surges include positive clinical trial results, strategic corporate developments, and broader market trends favoring these sectors [2] - The market environment reflects significant investor interest across various sectors, including biotechnology and consumer defensive, with analysts closely monitoring these companies for further developments [3]

Core Insights - Stocks linked to agriculture, soybeans, and cooking oil have seen significant increases following President Trump's announcement of potential business terminations with China related to cooking oil and trade as a response to China's refusal to purchase American soybeans [2][3][6] Company Performance - Pinnacle Food Group Limited (Nasdaq: PFAI) stock rose over 77% - Sadot Group Inc. (Nasdaq: SDOT) stock increased over 87% - Australian Oilseeds Holdings Ltd. (Nasdaq: COOT) stock surged over 260% during midday trading [3] Industry Context - The recent stock performance is part of a broader trade and tariff conflict between the U.S. and China, which has escalated with new restrictions on rare earth mineral exports vital for U.S. technology and defense sectors [5] - Trump's administration has indicated a willingness to impose 100% tariffs on Chinese goods, citing economic hostility from China regarding soybean purchases [6][8]

Core Insights - Soybean-related stocks surged significantly following President Trump's comments regarding trade tensions with China, particularly affecting small-cap oilseed and agricultural biotech stocks [1][2]. Trade Tensions - Trump accused China of an "Economically Hostile Act" for not purchasing U.S. soybeans, which he claimed was harming American soybean farmers [2]. - He suggested the U.S. might terminate business with China related to cooking oil and other trade elements, asserting that the U.S. could produce cooking oil independently [2]. Soybean Short Squeeze - Australian Oilseeds Holdings Limited (NASDAQ:COOT) experienced a dramatic increase of nearly 350% in stock price due to the short squeeze triggered by Trump's remarks [3]. - The stock had previously faced pressure from trade tensions and compliance issues, but the combination of high short interest and Trump's comments created ideal conditions for a short squeeze [3]. Stock Performance - Origin Agritech Limited (NASDAQ:SEED) saw a 63% increase, while Arcadia Biosciences, Inc. (NASDAQ:RKDA) rose by 46% in early trading on the same day [4]. - The rally in soybean-related stocks exemplified a textbook short squeeze, where low-priced stocks with significant short interest surged due to news, forcing short sellers to buy back shares at higher prices [4].