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United States securities and exchange commission logo
July 20, 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. 3 to
Draft Registration Statement on Form F-4
Submitted June 29,
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. 3 to Draft Registration Statement on Form F-4 submitted
June 29, 2023
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Statement of Operations, page 146
1. Please present pro
forma earnings per disclosures, as previously provided and required by
Article 11 of
Regulation S-X.
Facilities and Expansion, page 187
2. Please update the
disclosure in the project schedule on page 188. For example, clarify
whether
pre-construction activities were completed in May 2023 and whether construction
activities began in
June 2023.
Gary Seaton
Australian Oilseeds Holdings Limited
July 20, 2023
Page 2
AOI's Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 191
3. We note your response to prior comment number 8; however, we did not find
meaningful
updated MD&A disclosures as of and for the interim period ended and
re-issue our prior
comment. We note your narrative disclosures for the interim period only
discuss net
profit. We found no disclosures related to changes in the component of
your results of
operations and liquidity as of and during the current interim period
relative to the
comparative interim period as required by Item 14(g) of Form F-4.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-52
4. We note your response to prior comment number 11, including the
disclosures on page
82. Please revise your revenue recognition policy in the notes to your
audited financial
statements to clarify, if accurate, that sales to Energreen Nutrition are
recognized when
they sell your products to a third party customer.
5. We note your response to prior comment number 12, including the
disclosures on page F-
79. Please revise the notes to your annual and interim financial
statements to provide
significant customer disclosures related to the annual and interim
periods included in each
set of financial statements.
General
6. We note the exclusive forum provision included in your Amended and
Restated
Memorandum of Association. Please revise to disclose the scope of your
exclusive forum
provision. Please include any appropriate risk factor disclosure.
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
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
July 20, 2023 Page 2
cc: Barry I. Grossman, Esq.
FirstName LastName