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United States securities and exchange commission logo
December 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
Registration Statement on Form F-4
Filed December 8,
2023
File No. 333-274552
Dear Gary Seaton:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023
letter.
Amendment No. 1 to Registration Statement on Form F-4 filed December 8,
2023
Questions and Answers
What equity stake will current Public Shareholders, ..., page 28
1. We note the disclosures
you added regarding ELOC Pubco Commitment Shares and
ELOC Pubco Ordinary
Shares, in the tabular presentation of Potential sources of dilution,
including the
disclosures related to how the share amounts were calculated in the
footnotes. Given that,
after the Business Combination, the ordinary shares of Pubco will
not be redeemable, it
appears possible this could result in a material decline in the price
per share of Pubco
ordinary shares relative to the price per share of EDOC shares. Please
revise the footnotes to
the table that explain how the share amounts were calculated to also
quantify and disclose
the potential impact on the share amounts included in the table
based on a range of
fixed changes in the price per share of Pubco ordinary shares after the
Gary Seaton
FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
Comapany19,
December NameAustralian
2023 Oilseeds Holdings Limited
December
Page 2 19, 2023 Page 2
FirstName LastName
Business Combination relative to the assumed price per share you used
to calculate the
share amounts in the table. Please provide similar disclosures when
you disclose and
discuss shares subject to the ELOC, including in the related risk
factor on page 88. To the
extent that other potential sources of dilution could be materially
impacted by declines in
the price per share of Pubco ordinary shares after the Business
combination, please
provide similar disclosures.
Unaudited Pro Forma Condensed Combined Financial Statements, page 157
2. Based on disclosures in the forepart of the filing, we note the
Business Combination is
subject to a Minimum Cash Condition of $10 million that you previously
indicated cannot
be waived; however, it does not appear either pro forma redemption
scenario you
present will currently satisfy this condition. As previously
requested, please revise the pro
forma financial statements or explain how and why you believe they
appropriately reflect
the range of possible results as required by Rule 11-02(a)(10) of
Regulation S-X.
Consolidated Financial Statements - Australian Oilseeds Investments
Consolidated Statements of Cash Flows, page F-61
3. We note the amounts presented as net cash provided by operating
activities for the years
ended June 30, 2023 and 2022 appear to represent Receipts from
customers. Please revise
the statements of cash flows to appropriately reflect net cash
provided by operating
activities for the years ended June 30, 2023 and 2022. This comment is
also applicable to
the tabular presentation of net cash provided by operating activities
for the
year ended June 30, 2023 in MD&A on page 213.
2 Summary of Significant Accounting Policies
(a) Revenue and other income, page F-62
4. When the annual audited financial statement were updated, it appears
the revenue
recognition policy disclosure related to Energreen Nutrition, an
entity under common
control, that were previously requested were deleted. Please revise
the notes to the
financial statement to provide the previously requested disclosures or
explain your basis
for deleting them.
Item 21. Exhibits and Financial Statement Schedules., page II-1
5. We note your disclosure on page 46 that a draft form of the purchase
agreement is
attached as Exhibit 10.33. We also note that the exhibit list
indicates that Exhibit 10.33 is
in draft form. However, the purchase agreement filed as exhibit 10.33
appears to be dated
December 6, 2023 and appears to be in execution form. Please revise or
advise.
General
6. We note your response to prior comment 3 and your inclusion of updated
annual audited
financial statements for Australian Oilseeds Investments for the
fiscal year ended June 30,
Gary Seaton
Australian Oilseeds Holdings Limited
December 19, 2023
Page 3
2023 in the filing; however, we note numerous instances in which related
disclosures have
not been appropriately updated or revised. For example:
Several risk factors that present financial disclosures, including on
pages 91, 92, 93,
and 94, have not been updated;
MD&A disclosures on pages 208-210 appear to be essentially duplicated
on pages
210-211 and pages 211-212;
The reference to the audited financial statements included in the
filing under Experts
on page 250 has not been updated; and
You continue to include interim financial statements on pages F-77 to
F-96.
Please ensure the disclosures noted above, as well as any other
applicable disclosures, are
appropriately updated or revised based on the inclusion of updated annual
audited
financial statements now included in the filing.
7. We note your response to prior comment 9 and reissue our comment.
Please contact Charles Eastman at 202-551-3794 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.
Sincerely,
FirstName LastNameGary Seaton
Division of
Corporation Finance
Comapany NameAustralian Oilseeds Holdings Limited
Office of
Manufacturing
December 19, 2023 Page 3
cc: Barry I. Grossman, Esq.
FirstName LastName