UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2025
Commission
File Number: 001-41675
GOLDEN
HEAVEN GROUP HOLDINGS LTD.
No.
8 Banhouhaichuan Rd
Xiqin
Town, Yanping District
Nanping
City, Fujian Province, China 353001
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Entry
into a Material Definitive Agreement
On
July 9, 2025, Golden Heaven Group Holdings Ltd. (the “Company”) entered into a share purchase agreement (the
“Share Purchase Agreement”) with investors listed thereto (the “Investors”). Pursuant to the Share Purchase
Agreement, the Investors in aggregate agreed to purchase, and the Company agreed to issue and sell to the Investors a total of
20,000,000 Class A ordinary shares of the Company, par value of US$0.125 per share (the “Shares”), at a purchase price
of US$1.27 per share (the “Offering”). The Shares were offered under the Company’s registration statement on Form
F-3 (File No. 333-279942), initially filed with the U.S. Securities and Exchange Commission on June 4, 2024, and declared
effective on June 27, 2024 (the “Registration Statement”). A prospectus supplement to the Registration Statement in
connection with the Offering dated as of July 7, 2025 was filed with the U.S. Securities and Exchange Commission on July
8, 2025.
The
closing of the transactions contemplated by the Share Purchase Agreement took place on July 9, 2025. The Company received gross proceeds
of approximately US$25,400,000 from the issuance and sale of the Shares and intends to use the net proceeds from the Offering for working
capital and other general corporate purposes.
The
foregoing description of the Agreement are qualified in their entirety by reference to the full texts of the Form of Agreement, which
is filed as Exhibit 10.1 to this Form 6-K, and is incorporated herein by reference.
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
5.1 |
|
Opinion of Ogier |
10.1 |
|
Form of Share Purchase Agreement |
23.2 |
|
Consent of Ogier (included in Exhibit 5.1) |
SIGNATURES
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, thereunto duly authorized.
|
Golden Heaven Group Holdings Ltd. |
|
|
|
Date: July 9, 2025 |
By: |
/s/ Jin Xu |
|
Name: |
Jin Xu |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
|
|
(Principal Executive Officer) |