Golden Heaven Group Holdings Ltd (GDHG)

[eyeownu]

here let me help you out.

in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million

This is an offering of the securities of Golden Heaven Group Holdings Ltd., a Cayman Islands holding company. We may, from time to time, in one or more offerings, offer and sell up to $100,000,000 of our Class A ordinary shares of par value US$0.0001 each (“Class A Ordinary Shares”), debt securities, warrants, rights, and units, or any combination thereof, together or separately as described in this prospectus. In this prospectus, references to the term “securities” refers, collectively, to our Class A Ordinary Shares, debt securities, warrants, rights, and units. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of the securities offered, please see “Plan of Distribution” in this prospectus.



This prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read this prospectus, any prospectus supplement, and any free writing prospectus before you invest in any of our securities. The prospectus supplement and any related free writing prospectus may add, update, or change information in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement, and any related free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities. This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.



Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “GDHG.” On June 3, 2024, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $0.2340 per share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of June 4, 2024, was approximately $16,733,250 million, which was calculated based on 49,950,000 Class A Ordinary Shares held by non-affiliates and the price of $0.3350 per share, which was the closing price of our Class A Ordinary Shares on Nasdaq on May 3, 2024. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.