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 ~~December~~January ~~2025~~2026

Commission File Number: 001-41675

GOLDEN HEAVEN GROUP HOLDINGS LTD.

(Translation of registrant’s name into English)

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 ☐

~~Private~~Explanatory ~~Placement~~Note

~~On December 4, 2025,~~ Golden Heaven Group ~~Holding~~ Holdings Ltd. (the “Company”) initially ~~entered~~filed ~~into~~registration astatement ~~securities~~on Form ~~purchase agreement~~ F-3 (~~the~~File ~~“Securities~~No. ~~Purchase Agreement”~~333-279942) with ~~certain investors (~~the ~~“Investors”)~~U.S. ~~for~~Securities aand ~~private~~Exchange ~~placement~~Commission ~~offering~~ (the ~~“Private~~ ~~Placement~~“SEC”) ofon 15June 4,~~000~~ 2024,~~000~~ ~~Class~~which Awas ~~ordinary~~declared ~~shares~~effective ofon ~~par~~June ~~value~~27, ~~$1.875~~2024 ~~per share~~ (the “~~Class~~Registration ~~A Ordinary Shares~~Statement”). atA prospectus ~~the~~supplement ~~subscription~~to ~~price~~the ofRegistration ~~US$2.50~~Statement ~~per~~in ~~Class~~connection Awith ~~Ordinary~~registration ~~Share~~of ~~and~~certain ~~warrants~~resale toshares ~~purchase~~dated upas ~~to an aggregate~~ of 30January 27,~~000,000~~ ~~Class~~2026 ~~A Ordinary Shares~~ (the “~~Warrants~~Prospectus Supplement”) was filed with the SEC on January 27, 2026.

The ~~Warrants~~opinion ~~have~~of anOgier ~~exercise~~as ~~price~~to the legality of ~~$4.0~~the resale ~~per~~shares ~~share~~being ~~(subject~~registered tounder ~~adjustment as~~the ~~set~~Registration ~~forth~~Statement inand the ~~Warrants)~~Prospectus Supplement, ~~are~~is ~~exercisable~~filed as Exhibit 5.1 to this current report on orForm ~~after~~6-K ~~December~~and 4,is ~~2025~~incorporated by reference into the Registration Statement and ~~will~~shall ~~expire~~be ~~five~~a ~~(5)~~part ~~years~~thereof ~~after~~from ~~that~~the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

The Private Placement is expected to close in December 2025, subject to satisfaction or waiver of the conditions precedent set forth in the Securities Purchase Agreement. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

Exhibit No.		Description
5.1		Opinion of Ogier as to the legality of the resale shares being registered

The foregoing description of the Securities Purchase Agreement and the Warrant does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement dated December 4, 2025 between Golden Heaven Group Holdings Ltd. and Purchasers
10.2		Form of Warrant dated December 4, 2025

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: December 9, 2025	By:	/s/ Jin Xu
Date: January 27, 2026	By:	/s/ Jin Xu
	Name:	Jin Xu
	Title:	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

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