View:
United States securities and exchange commission logo
February 8, 2023
Gary Seaton
Chairman and CEO
Australian Oilseeds Holdings Limited
126-142 Cowcumba Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Re: Australian Oilseeds
Holdings Limited
Draft Registration
Statement on Form F-4
Submitted January
10, 2023
CIK No. 0001959994
Dear Gary Seaton:
We have reviewed your 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.
Draft Registration Statement on Form F-4 submitted January 10, 2023
Industry and Market Data, page 1
1. We note the disclosure
in the first paragraph of this section regarding third parties. Please
clarify whether you
commissioned any of the third-party data presented in your
registration statement.
To the extent that you commissioned any such data, please provide
the consent of the
third party in accordance with Rule 436.
Lock-Up Agreements, page 12
2. Please revise to
specify the number and percentage of shares subject to the lock-up
agreements and break
out this disclosure by the varying durations of the respective
Gary Seaton
Australian Oilseeds Holdings Limited
February 8, 2023
Page 2
agreements.
Underwriting Fees, page 13
3. Based on the amount of trust proceeds recorded in EDOC's historical
financial statements
as of December 31, 2022, please revise the amounts presented in the
table since it does not
appear they appropriately reflect the amount of trust proceeds that
could be available to
AOI.
Questions and Answers, page 17
4. Please include a Question and Answer as to what interests I-Bankers
Securities, Inc. has in
the Business Combination.
What are the U.S. federal income tax consequences of the Business Combination
to me?, page 21
5. We note you disclose that it is intended that the Merger qualifies
as an exchange
described in Section 351(a) of the Code." If there is uncertainty
regarding the tax
treatment of the business combination, counsel s opinion should
discuss the degree of
uncertainty and make clear why it cannot give a firm opinion. Please
advise or revise. For
guidance, see Section III of Staff Legal Bulletin No. 19.
Nasdaq Proceedings, page 33
6. Please update the disclosure in this section. For example, clarify
whether a plan of
compliance was submitted to the Panel on or before January 12, 2023
and disclose when
EDOC filed a Definitive Proxy Statement on Schedule 14A to ask
shareholders for an
extension to complete an initial business combination.
Summary of the Proxy Statement/Prospectus
The Parties
EDOC, page 34
7. Please quantify and disclose the amount of IPO proceeds raised by EDOC
and the total
amount of cash redemptions by EDOC stockholders that have occurred as
of the most
recent date practicable.
Transaction and Organizational Structures, page 35
8. We note the organizational structures depicted in the Pre and Post
Business Combination
diagrams indicate there will be changes in the ownership of CQ Oilseeds
Pty Ltd and
Good Earth Oils Pty Ltd subsequent to the Business Combination; however,
it is not clear
FirstName LastNameGary Seaton
how the changes in the ownership of these entities will occur or how the
related
Comapany NameAustralian
transactions that resultOilseeds
in theseHoldings Limited
changes are or will be presented and
accounted for in the
historical
February 8, 2023and
Pagepro
2 forma financial statements. Please clarify or revise.
FirstName LastName
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 3 8, 2023 Page 3
FirstName LastName
Post-Business Combination Corporate Structure, page 37
9. Please revise your chart to reflect the organizational jurisdictions
for each entity reflected.
10. Please revise to reflect who owns the remaining ownership interest in
Cowcumbla
Investments Pty Ltd.
Interests of EDOC's Initial Shareholders, Directors and Officers, page 41
11. In your next amendment, please fill in the missing information as of
the most recent
practicable date.
Anticipated Accounting Treatment, page 44
12. Due to the fact that the registrant s historical financial statement
are prepared in
accordance with IFRS, the disclosure here and, in other parts of the
filing (for example, on
page 99), that the Business Combination will be accounted for as a
reverse merger in
accordance with U.S. GAAP does not appear to be accurate and is not
consistent with
disclosures in the pro forma financial statements. Please clarify or
revise.
Selected Historical Financial Information of AOI, page 48
13. You disclose the selected historical financial information is derived
from AOI s audited
financial statements as of and for the years ended June 2022 and 2021
and AOI s
unaudited financial statements as of and for the three months ended
September 30, 2022
and 2021; however, it does not appear these financial statements are
included in the
filing. Please clarify.
Risk Factors, page 52
14. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
15. Please revise to include the risk factors reflected on pages 44-46.
The Sponsor, EDOC's directors, officers advisors and their affiliates, page 57
16. We note the disclosure on pages 57 and 173 that shareholders have
agreed to waive their
redemption rights. Please describe any consideration provided in
exchange for this
agreement.
We are significantly dependent on the revenues from the sale of our products,
page 71
17. We note your disclosure that for fiscal years 2022 and 2021, you
derived approximately
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 4 8, 2023 Page 4
FirstName LastName
87% and 83%, respectively, of our total revenue from the sale of cold
pressed vegetable
oils and vegetable protein meal, This disclosure is inconsistent with
your disclosure on
page 72 that states you derived this percentage from only the sale
cold pressed vegetable
oils.
Background of the Business Combination, page 88
18. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
consideration, proposals
and counter-proposals and size of PIPE. In your revised disclosure,
please explain the
reasons for the terms, each party's position on the issues, and how
you reached agreement
on the final terms.
19. Please revise to elaborate on why EDOC did not pursue the targets
referenced on pages
91-92.
Description of Negotiation Process with AOI and Other Targets since August
2022, page 91
20. Please revise this section to discuss in greater detail how the
parties agreed on the amount
of consideration to be offered in the business combination.
Certain Projected Financial Information, page 96
21. We note your disclosure on page 98. Please clarify the role, if any,
of I-Bankers in
determining the valuation of AOI. Also, tell us why you refer on page
98 to Coota instead
of AOI.
22. Please revise to clarify the material assumptions and estimates
underlying the projected
financial information in the table on page 98, including those
references in the three
paragraphs after the table. Please describe such assumptions with
greater specificity and
quantify where practicable. Please disclose any other information to
facilitate investor
understanding of the basis for and limitations of these projections.
Please specifically
address the significant differences in your historical revenue and
market share from your
future projections, including those that are multiple years into the
future.
23. Please reconcile the references on page 98 to "certain comparable
companies" and
"companies such as AOI" with the reference on page 97 to "It is a
challenge to value AOI
due to its unique business model and few direct competitors."
24. We note your disclosure that AOI s management provided EDOC with
four-
year forecasted revenues and EBITDA. Please revise to include the
EBITDA
projections.
Proposed Amended and Restated Memorandum and Articles of Association of Pubco,
page 111
25. In the first paragraph of this section, you refer to the "following
table," but no such table
appears in your disclosure. Also, in the third paragraph of this
section, you refer to a risk
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 5 8, 2023 Page 5
FirstName LastName
factor related to anti-takeover provisions, but no such risk factor
appears in your
disclosure. Please advise or revise accordingly.
Unaudited Pro Forma Condensed Combined Financial Statements, page 121
26. Refer to page 121. Please revise or clarify the disclosures that the
historical unaudited
financial statements of EDOC as of June 30, 2022, and the related
notes, and the historical
unaudited financial statements of EDOC for the six months ended June
30, 2022 and
2021, and the related notes, are included in the proxy
statement/prospectus.
27. Refer to page 122. We note the Maximum Redemption pro forma scenario
assumes
EDOC public shareholders holding 1,454,928 shares of EDOC Class A
ordinary shares
will exercise redemption rights and reflects the maximum number of
EDOC s Public
Shares that can be redeemed without violating the conditions of the
Business Combination
Agreement or the requirement that EDOC cannot redeem Public Shares if
it would result
in EDOC having a minimum net tangible asset value of less than
USD$5,000,000;
however, we note inconsistencies in the disclosures related to this
requirement throughout
the filing. We note certain disclosures imply the minimum net tangible
asset value
requirement is required to be meet "prior to, or upon consummation of,
the Business
Combination"; however, other disclosures imply the requirement is
required to be meet
"as of the closing of a Business Combination" and "after giving effect
to the transactions
contemplated by the Business Combination". Please clarify and
consistently disclose
what the net tangible asset requirement is and when it is required to
be meet. Please also
revise the filing to demonstrate how you determined the Maximum
Redemption scenario
you present meets the requirement. If accurate, please specifically
disclose the Business
Combination will not occur if EDOC public shareholders holding more
than
1,454,928 shares of EDOC Class A ordinary shares exercise redemption
rights, if not
accurate, explain how the current Maximum Redemption scenario is
appropriate.
28. Refer to page 123. In regard to the table that sets forth the share
ownership on a pro
forma basis under the No Redemption and Maximum Redemption scenarios,
please
reconcile the share amounts related to EDOC to the share amounts
presented in EDOC's
historical financial statements. Please clarify if the share amounts
presented in the table
have been adjusted for the cash redemptions that occurred subsequent
to the balance sheet
date, if not, explain why including such shares is appropriate.
29. Refer to page 124. We note under the Maximum Redemption pro forma
scenario you
reflect negative cash of AUD$(5.6) million as of June 30, 2022. Please
be advised the
purpose of pro forma financial statements is to provide investors with
sufficient
information about the impact of probable transactions to allow them to
make informed
investment decisions. In this regard, it is not clear how you
determined it is appropriate to
present a negative cash balance in the pro forma financial statements
since it does not
appear to reflect an outcome that can actually occur, absent an
agreement to fund the cash
shortfall. Please revise the pro forma financial statements to comply
with Article 11 of
Regulation S-X or explain why you believe the current presentation is
appropriate.
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 6 8, 2023 Page 6
FirstName LastName
30. Refer to page 126. We note the five expense line items below occupancy
costs do not
appear to be appropriately reflected in the pro forma total columns.
Please clarify or
revise.
31. Refer to note 2 on page 127. We note EDOC s historical financial
statements were
required to be translated into AUD$s. We also note because AOI and
EDOC have
different fiscal year ends, in order to meet the pro forma
requirements of combining
operating results for an annual period that ends within 93 days of the
end of AOI s latest
annual fiscal year ended June 30, 2022, EDOC s financial results for
the twelve months
ended June 30, 2022, were calculated by taking EDOC s results for
the year ended
December 31, 2021, minus EDOC s results for the six months ended
June 30, 2021, plus
EDOC s results for the six months ended June 30, 2022. In order for
shareholders to
better understand how the financial information for EDOC included in
the pro forma
financial statements correlates to EDOC's historical financial
statements presented in the
filing, please revise the footnote to demonstrate how the financial
information for EDOC
was determined. It appears the disclosures should be presented in a
columnar format
beginning with amounts presented in EDOC s historical financial
statements with
additional columns adding and/or subtracting the periods required to
determine the
comparative annual period included in the pro forma financial
statements. It also appears
those disclosures should then be used to demonstrate how EDOC s
comparative financial
statements were translated into AUD$s.
32. Refer to Note 5(A) on page 130. We note this adjustment reflects
AUD$9.7 million,
removed from the Trust Account to pay redemptions to EDOC Public
Shareholders who
exercised redemption rights subsequent to the date of EDOC s
historical balance sheet
included in the pro forma financial statements, within transaction
accounting adjustments.
Please address the following:
In order to allow shareholders to more clearly evaluate the
financial condition of
EDOC prior to the proposed Business Combination and to comply
with Rule 11-
02(b)(4) of Regulation S-X, revise the pro forma balance sheet to
present a separate
column to reflect adjustment A and to provide a subtotal column
for EDOC reflecting
this adjustment but prior to the Transaction Accounting
Adjustments;
Disclose and discuss the cash redemptions and the impact on EDOC's
balance sheet
in the headnote to the pro forma financial statements; and
Revise the heading of the No Redemption scenario to indicate it
represents No
Additional Redemption, given the historical redemptions that have
occurred. Ensure
you revise this heading throughout the filing.
33. Refer to Note 5(C) on page 130. Please address the need to reflect the
impact of
transaction costs recorded in accumulated losses in the pro forma
statement of operations.
34. Refer to Note 5(G) on page 131. Please clarify if the share amounts
presented in the table
were adjusted for the cash redemptions that occurred subsequent to the
balance sheet date,
if not, explain why. Please also explain if/how the net assets of EDOC
as of June 30,
2022 were adjusted for the cash redemptions disclosed in note 5(A).
Gary Seaton
Australian Oilseeds Holdings Limited
February 8, 2023
Page 7
35. Refer to Note 5(L) on page 131. Please clarify and discuss the
conditions under which
shares underlying the Rights are required to be issued and address if
and how the
redemptions that have occurred to date impact the number of shares
required to be issued
under the Rights. Please disclose your proposed accounting for the
Rights and address
if/how shares issuable under the Rights are reflected in pro forma
earnings per share and
other share disclosures throughout the filing.
Compliance with Section 16(a) of the Exchange Act, page 142
36. We note the disclosure in the last sentence of this section that about
the belief that "that
during the year ended December 31, 2021, all reports applicable to
[y]our executive
officers, directors and greater than 10% beneficial owners were filed
in a timely manner in
accordance with Section 16(a) of the Exchange Act." Please update the
disclosure.
Business of AOI, page 150
37. We note your disclosure on pages 15 and 98 regarding AOI's plan for a
new facility. We
also note your reference to the construction of a manufacturing plant.
Please revise this
section disclose the plans regarding you new facility and
manufacturing plant including
projected timeline and costs.
38. We note your disclosure that AOI sells cold pressed vegetable oils and
vegetable protein
meals extracted from oil seeds. Please disclose the scope of AOI's
business that is
attributed to protein meals. Please also disclose the types of
contractual arrangements
AOI's enters into with suppliers and customers for its pressed oils
and protein meals.
Global Market Demand, page 153
39. Please discuss in greater detail your expansion plans, such as the
anticipated amount it
will cost and the source of funds.
Management of Pubco after the Business Combination, page 166
40. Please revise to clarify which officers and directors after the
business combination reside
outside the United States. Please include a separate Enforceability
of Civil Liabilities
section which discloses the difficulty of bringing actions and
enforcing judgements
against these individuals.
Post-Business Combination Pubco Beneficial Ownership Table, page 172
41. We note the reference in the second table on page 172 to footnote (4).
However, there
does not appear to be such a footnote to the table. Please revise.
FirstName LastNameGary Seaton
AOI Related Party Transactions, page 177
Comapany NameAustralian Oilseeds Holdings Limited
42. Please
February file Page
8, 2023 as exhibits
7 the agreements underlying the loans mentioned on
page 178.
FirstName LastName
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 8 8, 2023 Page 8
FirstName LastName
Experts, page 190
43. We note Cootamundra Oilseeds Pty Ltd engaged their current auditor in
2022. Please be
advised if the registrant or its predecessor had a change in auditor
that occurred during the
two most recent fiscal years or subsequent interim period, you must
provide the
disclosures required by Item 14 of Form F-4 and Item 16F of Form 20-F,
including a letter
from the former auditor, filed as an exhibit to the filing, agreeing
or disagreeing with the
disclosures. Please advise or revise.
Index to Consolidated Financial Statements, page F-1
44. Due to the fact that EDOC filed its Form 10-K for the year ended
December 31, 2022 on
January 24, 2023, please provide updated financial statements and
related disclosures for
EDOC as required by Item 17 of Form F-4.
45. You disclose the filing includes consolidated financial statements of
Australian Oilseeds
Investments Pty Ltd., as of and for each of the years ended June 30,
2022 and 2021 and as
of and for each of the years ended June 30, 2021 and 2020, please
address the following:
Explain how you determined historical financial statements of the
registrant,
Australian Oilseeds Holdings Limited, are not required to be
provided;
Explain why the consolidated financial statements included in the
filing appear to
relate to Cootamundra Oilseeds Pty Ltd rather than Australian
Oilseeds Investments
Pty Ltd. In this regard, we note Cootamundra Oilseeds Pty Ltd
appears to be an 86%
owned operating subsidiary of Australian Oilseeds Investments Pty
Ltd. At a
minimum, we assume there would be differences in the historical
financial statements
of these entities as a result of the minority shareholders.
Explain how you determined
the filing includes the appropriate historical financial
statements and ensure you
consistently identify the historical financial statements that are
provided throughout
the filing;
Explain why the filing includes separate financial statement as of
and for each of the
years ended June 30, 2022 and June 30, 2021 and as of and for each
of the years
ended June 30, 2021 and June 30, 2020 and revise the second set of
financial
statements to include an auditors report; and
We note the organizational structures depicted in the Pre and Post
Business
Combination diagrams on pages 35 and 36 indicate changes in the
ownership of CQ
Oilseeds Pty Ltd and Good Earth Oils Pty Ltd subsequent to the
Business
Combination. Based on the changes, explain how you determined no
additional
historical financial statements are required to be provided.
Consolidated Financial Statements
Cootamundra Oilseeds Pty Ltd , page F-48
46. Based on the risk factor disclosures on pages 72 and 73, please
provide disclosures related
to significant customers and suppliers in the notes to the financial
statements.
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany8,NameAustralian
February 2023 Oilseeds Holdings Limited
February
Page 9 8, 2023 Page 9
FirstName LastName
47. Refer to note 17 on pages F-65 and F-87. Please clarify the nature of
the relationship with
Energreen Nutrition Australia Pty Ltd, including the reason why you
have purchases from
and sales to this related party. Please also explain if and how the
change to your
organizational structure, as depicted in the Pre and Post Business
Combination diagrams
on pages 35 and 36, could impact future purchases and sales associated
with this related
party. In this regard, we note Energreen Nutrition Australia Pty Ltd
currently owns CQ
Oilseeds Pty Ltd; however, subsequent to the Business Combination it
will be owned
you. Please specifically address the significance of CQ Oilseeds Pty
Ltd s operations
relative to Energreen Nutrition Australia Pty Ltd.
Exhibits
48. We note your disclosure that in fiscal year 2022 AOI's top supplier
accounted for
approximately 60% of AOI's oil seeds. Please file the supply agreement
as an exhibit.
General
49. To the extent material, disclose any new or heightened risk of
potential cyberattacks by
state actors or others since Russia s invasion of Ukraine and
whether you have taken
actions to mitigate such potential risks.
50. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia s invasion of Ukraine. For example, discuss whether
you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items; experience
higher costs due to constrained capacity or increased commodity prices
or challenges
sourcing materials (e.g., nickel, palladium, neon, cobalt, iron,
platinum or other raw
material sourced from Russia, Belarus, or Ukraine);
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, or the ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine and/or related
geopolitical tension or have sought to de-globalize your supply
chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
51. Please discuss whether supply chain disruptions materially affect your
outlook or business
goals. Specify whether these challenges have materially impacted your
results of
operations or capital resources and quantify, to the extent possible,
how your sales, profits,
and/or liquidity have been impacted.
52. Please disclose the terms on the PIPE investment associated with the
business
combination.
You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or Anne
McConnell, Staff Accountant, at 202-551-3709 if you have questions regarding
comments on the
Gary Seaton
Australian Oilseeds Holdings Limited
February 8, 2023
Page 10
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
February 8, 2023 Page 10
cc: Barry I. Grossman, Esq.
FirstName LastName