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United States securities and exchange commission logo
April 19, 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. 1 to
Draft Registration Statement on Form F-4
Submitted March 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. 1 to Draft Registration Statement on Form F-4 submitted
March 31, 2023
General
1. We note your previous
disclosure indicated that you would be a controlled company.
Please explain why you
are no longer a controlled company given Mr. Seaton and JSKS
ownership levels.
What are the U.S. federal income tax consequences of the Business
Combination to me?, page 22
2. We note your response
to prior comment 5. Please reconcile the disclosure on page 22
that the holder
"generally should not recognize any gain or loss on such exchange" with
the disclosure on page
115 that the holder "will not recognize any gain or loss on such
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 2
exchange."
3. It appears from the statement in the last paragraph of exhibit 8.1
that the firm consents "to
the use of our name under the heading Legal Matters in the
Registration Statement and
to the filing of this opinion as an exhibit to the Registration
Statement." However, the
firm's name does not appear under the heading "Legal Matters" but does
appear under
other headings in the Registration Statement not mentioned in the last
paragraph of exhibit
8.1. For example, we note the disclosure on page 22. Please advise or
revise accordingly.
Post-Business Combination Corporate Structure, page 42
4. We note your response to comment number 8. Please revise the
Post-Transaction Chart
to address the following:
Revise or clarify why the ownership percentages for Australian
Oilseeds Holdings
Limited do not total 100%, including why percentages related to
the former AOI
Shareholders and the EDOC Public Shareholders, disclosed here, do
not agree to
percentages disclosed on page 25 and throughout the filing; and
We note you added an additional box related to Other Minority
Shareholders that
indicates they have a 14% ownership interest in Cowcumbla
Investments Pty Ltd.
We also note Australian Oilseeds Investments Pty Ltd has an 82.7%
ownership
interest and other Australia Based Minority Shareholders have a
17.3% ownership
interest. Revise or clarify the nature of the Other Minority
Shareholders and correct
the related disclosures since it is not clear how three groups
can have ownership
interests that exceed 100%.
Selected Historical Financial Information of EDOC, page 52
5. Please provide a footnote to the balance sheet data to quantify and
disclose the number of
shares and dollar amount related to EDOC public shareholders who
exercised redemption
rights in connection with the extension request subsequent to December
31, 2022.
Selected Historical Financial Information of AOI, page 53
6. Based on the revisions to the historical financial statements now
provided in the Form F-4,
please correct all inconsistencies between the income statement and
balance sheet data
FirstName LastNameGary Seaton
disclosed here and amounts now disclosed in the historical financial
statements. This
Comapany NameAustralian
comment Oilseeds
is also applicable Holdingsdisclosed
to amounts Limited and discussed under
results of operations
and2023
April 19, liquidity
Page and
2 capital resources in MD&A on pages 182-184.
FirstName LastName
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany
April NameAustralian Oilseeds Holdings Limited
19, 2023
April 319, 2023 Page 3
Page
FirstName LastName
Risk Factors, page 57
7. Please disclose risks related to the delays with your Cootamundra
facility and Queensland.
In that regard, we note that the projections for 2024 were
significantly reduced as a result
of delays associated with your facility expansion.
The Sponsor, EDOC's directors, officers advisors and their affiliates, page 62
8. Please tell us with specificity where you revised the disclosure in
response to prior
comment 16.
Reasons for the Amendment, page 89
9. We note your disclosure that the EDOC Ordinary Shares and the Pubco
Ordinary Shares
would not be deemed to be a penny stock pursuant to other
applicable provisions of
Rule 3a51-1 under the Exchange Act. Identify the provisions that you
are relying on in
determining that the ordinary shares are not at risk of being deemed a
"penny stock" under
Exchange Act Rule 3a51-1. Please also update your disclosure
elsewhere.
Certain Projected Financial Information, page 107
10. We note your response to prior comment 22. Please disclose when you
previously
expected to complete the expansion of the existing Cootamundra
facility. In this regard,
we note the disclosure on page 108 of this submission about the
"expected delays in
expanding the existing Cootamundra facility (now expected to be
completed in
September 2023)." Also, disclose the current capacity of the
Cootamundra facility. In
addition, briefly describe the delays and whether the reasons for the
delays have been
resolved.
11. Please revise to update the status of the government approval for
Queensland facility and
your projected timeframe for when the facility will be operational.
Proposed Amended and Restated Memorandum and Articles of Association, page 125
12. We note your response to prior comment 25 and your reference to "Risk
Factors Provisions in the Amended and Restated Memorandum and
Articles of
Association may inhibit a takeover of Pubco, which could limit the
price investors might
be willing to pay in the future for Pubco s securities and could
entrench management.
This risk factor does not appear in your risk factor section. Please
advise or revise.
Unaudited Pro Forma Condensed Combined Financial Statements, page 135
13. We note disclosures in the filing that indicate the business
combination is now subject to a
minimum cash requirement of $10 million but it does not appear that
requirement will be
meet under either pro forma scenario presented. Please address the
following:
If the minimum cash condition can be waived, clarify that fact and
disclose, if
accurate, that both pro forma scenarios assume the minimum cash
condition is
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 4
waived and, if it is not waived, the business combination would
not occur since the
minimum cash condition would not be meet; and
If the minimum cash condition can not be waived, clarify that
fact and explain how
the pro forma financial statements appropriately reflect the
range of possible results
as required by Rule 11-02(a)(10) of Regulation S-X.
14. We note your response to comment number 27 and the disclosures
throughout the filing
related to the net tangible asset requirement. We also note
disclosures that the pro forma
scenario that assumes maximum redemptions also assumes that the
proposal to eliminate
the net tangible asset requirement is approved. Please tell us your
consideration of
presenting and additional pro forma scenario that reflects the maximum
number of shares
that could be redeemed and still allow the business combination to
occur if the proposal to
eliminate the net tangible asset requirement is not approved so that
the pro forma financial
statements reflect the range of possible results as required by Rule
11-02(a)(10) of
Regulation S-X.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 141
15. We note your response to comment number 29. We also note pro forma
adjustment (N)
includes proceeds from convertible debt expected to be funded at the
closing of the
business combination and you are still evaluating the features of the
convertible debt.
Please clarify how you determined the debt is probable and present an
adjustment for the
expected impact of interest related to the debt in the pro forma
statement of operations.
To the extent terms are not yet finalized, please also disclose the
potential impact that
changes in the terms could have on the pro forma statement of
operations.
16. We note your response to comment number 29. We also note pro forma
adjustment (C)
presents a portion of the transaction costs related to the business
combination in accrued
liabilities under the maximum redemption scenario. Please disclose
what discussions you
have had with service providers to delay the payment of these costs.
Business of AOI, page 167
17. We note your response to comment 38. Please elaborate on the types of
contractual
arrangements AOI's enters into with suppliers and customers for its
products.
Liquidity and Capital Resources, page 183
18. Please disclose, if material, the amount needed to expand the
Cootamundra facility and to
build the Queensland facility.
FirstName LastNameGary Seaton
Beneficial Ownership of Securities, page 191
Comapany NameAustralian Oilseeds Holdings Limited
19. Please
April 19, 2023revise
Page to
4 also include the beneficial ownership of AOI.
FirstName LastName
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany
April NameAustralian Oilseeds Holdings Limited
19, 2023
April 519, 2023 Page 5
Page
FirstName LastName
Post-Business Combination Pubco Beneficial Ownership Table, page 193
20. We note your response to prior comment 41. Please revise or tell us
why the table does
not include shares held by Mr. Seaton. Please revise the footnote to
quantify any shares
excluded.
21. Please revise to include appropriate headings for each column. Also,
please revise to
reflect ownership interest for each stockholder. In that regard, we
note that there are
blanks for each column for the individuals listed.
AOI Related Party Transactions, page 197
22. We note your disclosure regarding Energreen Nutrition Australia Pty.
Ltd and your
disclosure on page 79 that Energreen Nutrition Australia Pty. Ltd is
your leading
customer. Please disclose the risks relating to your relationship and
transactions with Mr.
Seaton and Energreen Nutrition Australia Pty. Ltd.
Index to Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd., page F-1
23. We note your responses to comment numbers 13 and 45. We are unable to
locate the
independent auditors' reports related to the financial statements for
the years ended June
30, 2022 and 2021 and for the years ended June 30, 2021 and 2020
included in the Form
F-4 and referred to in the Index. In addition, we note all the
Directors' reports are un-
dated and un-signed. Please provide all missing information in the
next amendment.
24. Please provide updated six month unaudited interim financial
statements and related
disclosures for AOI in the next amendment.
Financial Statements - EDOC
Note 10. Subsequent Events, page F-26
25. Please eliminate the incorrect references to interim financial
statements in this note and
under Risks and Uncertainties on page F-10, Going Concern on page
F-11, and Income
Taxes on page F-15. Please also revise this note to provide
disclosures regarding the
February 2023 Extension, including the extension of the date by which
EDOC must
consummate its initial business combination from February 12, 2023 to
August 12, 2023,
the number of public shareholders that elected to redeem their shares,
and the aggregate
dollar amount released from the Trust Account to pay such
shareholders.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-27
26. We note your response to comment number 46 and re-issue the comment as
we are unable
to find the related disclosures in the notes to the financial
statements.
27. We note your response to comment number 43. As previously requested,
please revise
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 6
note 18 to clarify and explain why Energreen Nutrition is AOI s most
significant supplier
and most significant customer. Please also reconcile the amount of sales
to Energreen
Nutrition disclosed here and the amount disclosed on page 79. Please
specifically explain
the nature of Energreen Nutrition's business, including whether Energreen
Nutrition re-
sells the products it purchases from AOI to third party customers and
address the
appropriateness of the accounting for such sales given that it appears
Mr. Gary Seaton
controls both AOI and Energreen Nutrition.
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
April 19, 2023 Page 6
cc: Barry I. Grossman, Esq.
FirstName LastName