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United States securities and exchange commission logo
June 21, 2023
Gary Seaton
Chairman and CEO
Australian Oilseeds Holdings Limited
126-142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Re: Australian Oilseeds
Holdings Limited
Amendment No. 2 to
Draft Registration Statement on Form F-4
Submitted May 31,
2023
CIK No. 0001959994
Dear Gary Seaton:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-4 submitted
May 31, 2023
What equity stake will current Public Shareholders, the Sponsor and the
AOI, page 24
1. We note your disclosure
that the EDOC Public Shareholders will own 6.3% under the
maximum redemption
scenario. Please revise to reflect the maxim redemption assuming
the NTA Proposal is
approved.
Comparative Historical and Unaudited Pro Forma Combined Per Share
Financial Information ,
page 57
2. Please ensure all
amounts presented are accurate and consistent with amounts presented
throughout the filing.
For example, please correct the amounts for the pro forma net
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany
June NameAustralian Oilseeds Holdings Limited
21, 2023
June 21,
Page 2 2023 Page 2
FirstName LastName
losses per share - basic and diluted under both Assuming No Additional
Redemption and
Assuming Maximum Redemption scenarios for the six months ended
December 31,
2022. Please also clarify or correct the calculation of the amount for
EDOC's historical
net loss per share - basic and diluted for the year ended June 30,
2022 here and on page
146.
The Sponsor, EDOC's directors, officers, advisors, and their affiliates may
elect to purchase
Public Shares, page 63
3. We note that shareholders have agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
We may be subject to claims, litigation or regulatory actions, page 82
4. Please update the disclosure in this risk factor and in the last
paragraph on page 155 about
the loan that is expected to be "fully paid by April 1, 2023." Also,
update the disclosure
on pages 112 and 189 about approval of funding "expected to occur by
the end of May
2023."
Unaudited Pro Forma Condensed Combined Financial Statements, page 139
5. Please correct the dates of the interim and annual pro forma
statements of operations on
pages 145 and 146. Please revise the interim pro forma statement of
operations to refer to
the six months ended December 31, 2022 rather than the year ended
December 31, 2022
and revise the annual pro forma statement of operations to refer to
the year ended June 30,
2022 rather than as of June 30, 2022.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 147
6. As noted in your response letter, please revise the pro forma
financial statements,
including notes 5 and 6, to comply with prior comment 15 in a
subsequent amendment.
7. Refer to note 7. Based on the disclosed terms of the IPO units sold by
EDOC, it is not
clear why you revised the number of potentially dilutive shares
related to the public
warrants from 4,500,000 to 9,000,000 in the two tables in this note
and in the table on
page 25. Please explain or revise.
AOI's Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 191
8. Based on your inclusion of updated historical financial statements for
the six months
ended December 31, 2022 and 2021, please provide meaningful updated
MD&A
disclosures for as of and for the interim period.
Beneficial Ownership of Securities, page 202
9. Please tell us with specificity where you revised the disclosure in
response to prior
Gary Seaton
Australian Oilseeds Holdings Limited
June 21, 2023
Page 3
comment 19.
Index to Consolidated Financial Statements, page F-1
10. Please appropriately include a page reference to the Independent Audit
Report for AOI
under the annual financial statements and delete the current reference to
the Independent
Audit Report under the interim financial statements. Please also
appropriately label AOI's
interim financial statements beginning on page F-72 as unaudited.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-52
11. We note your response to prior comment 27. We reissue the comment as the
revised
disclosure does not adequately explain the specific nature of Energreen
Nutrition s
business, including why AOI has material purchases from and material
sales to Energreen
Nutrition, whether Energreen Nutrition resells the products it purchases
from AOI to third
party customers, and how AOI determined the appropriateness of its
accounting for sales
to Energreen Nutrition given that Mr. Gary Seaton owns and controls both
AOI and
Energreen Nutrition.
12. We reissue prior comment 26 as we note no disclosures on page F-59 that
are responsive
to our prior comment.
General
13. Please tell us, with a view to disclosure, whether you have received
notice from the
underwriter or any other firm engaged in connection with your initial
public
offering about ceasing involvement in your transaction and how that may
impact your
deal, including the deferred underwriting compensation owed for the
initial public
offering.
You may contact Charles Eastman, Staff Accountant, at 202-551-3754 or
Anne
McConnell, Staff Accountant, at 202-551-3709 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Asia Timmons-Pierce, Special Counsel, at 202-551-3754 with any
other questions.
Sincerely,
FirstName LastNameGary Seaton
Division of
Corporation Finance
Comapany NameAustralian Oilseeds Holdings Limited
Office of
Manufacturing
June 21, 2023 Page 3
cc: Barry I. Grossman, Esq.
FirstName LastName