UNITED
STATES
FORM
20-F
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended _______
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report: March 21, 2024
For
the transition period from _______________ to _______________
Commission
File Number: 001-41986
AUSTRALIAN
OILSEEDS HOLDINGS LIMITED
126
142 Cowcumbla Street, Cootamundra
Gary
Seaton, Chief Executive Officer
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Securities
for registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered
by the shell company report: As of March 27, 2024, the issuer had 23,224,102 ordinary shares outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Note
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of large accelerated filer, accelerated filer, and emerging growth company
in Rule 12b-2 of the Exchange Act.
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐
U.S. GAAP
☒
International Financial Reporting Standards as issued by the International Accounting Standards Board
☐
Other
If
Other has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☐
TABLE
OF CONTENTS
On
March 21, 2024 (the
Closing Date
), Australian Oilseeds Holdings Limited., a Cayman Islands exempted company (
Australian
Oilseeds
or the
Company
), consummated the previously announced business combination pursuant to the Business
Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023 (the
Business Combination
Agreement
), between the Company, EDOC Acquisition Corp., a Cayman Islands exempted company (
EDOC
), American
Physicians LLC, a Delaware limited liability company, in the capacity as the representative, from and after the Closing Date for the
shareholders of Purchaser and the Company (other than the Sellers (as defined below)) in accordance with the terms and conditions of
the Business Combination Agreement (the
Purchaser Representative
), AOI Merger Sub, a Cayman Islands exempted company
and a wholly-owned subsidiary of the Company (
Merger Sub
), Australian Oilseeds Investments Pty Ltd., an Australian
proprietary company (
AOI
), Gary Seaton, in his capacity as the representative for the Sellers, in accordance with
the terms and conditions of the Business Combination Agreement (the
Seller Representative
), and each of the holders
of AOIs outstanding ordinary shares named on
Annex I
to the Business Combination Agreement (the
Primary Sellers
),
as amended from time to time, to include subsequent parties that execute and deliver to Purchaser, the Company and AOI, a Joinder (the
Joining Sellers
), and the holders of AOIs outstanding ordinary shares who are bound by the provisions of
the Business Combination Agreement pursuant to the drag-along rights set forth in AOIs memorandum and articles of association
(the
Drag-Along Sellers
, and collectively with the Joining Sellers, the
Sellers
). The transactions
contemplated by the Business Combination Agreement are referred to herein as the
Business Combination
.
Pursuant
to the Business Combination Agreement, on the Closing Date, EDOC merged with and into Merger Sub, with EDOC continuing as the surviving
entity (the
Merger
), as a result of which, EDOC became a wholly-owned subsidiary of the Company, and each issued
and outstanding security of EDOC prior to the Closing Date was cancelled in exchange for the receipt of substantially identical securities
of the Company. Also on the Closing Date, the Company acquired all of the issued and outstanding ordinary shares of AOI (the
Purchased
Shares
) from the Sellers in exchange for the Companys ordinary shares (
Company Ordinary Shares
)
par value $0.0001 per share (the
Share Exchange
).
More
specifically, pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the
Effective
Time
):
In
connection with the closing of the Business Combination, EDOC and/or the Company entered into or amended, as applicable, certain agreements
with their vendors or service providers, including the underwriter in EDOCs IPO, to pay various business combination transaction
expenses otherwise due at Closing, including deferral agreements with vendors or service providers, requiring deferred cash payments
by the registrant to such parties to be satisfied over specified time periods after Closing, and certain other fee modification agreements
with vendors or service providers pursuant to which such parties received newly issued Ordinary Shares at Closing and/or deferred cash
payments (or a combination of both). Pursuant to such agreements, an aggregate of 840,891 Company Ordinary Shares (694,391 to Arc
Group Limited and 146,500 to I-Bankers Securities, Inc.) were issued to such providers.
In
addition, in connection with the closing of the Business Combination, the Company closed the private placement of the Arena Warrants
and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries
and Arena Investors, LP (the
PIPE Investors
) and executed the Arena Transaction Documents including the 10% Original
Issue Discount Secured Convertible Debenture, the Arena Warrant, the Registration Rights Agreement and related documents (each, as defined
in the Proxy Statement/Prospectus (as defined below)).
Pursuant
to lock-up agreements entered into with the applicable party, certain holders of Company Ordinary Shares as of the Closing, including
certain affiliates of the Company and EDOC, agreed, among other things, that such partys Ordinary Shares may not be transferred
for a period after the Closing. Following the closing of the Business Combination, of the 23,224,102 Ordinary shares that were
issued and outstanding as of the Closing Date, approximately 17,088,324 Ordinary Shares (or approximately 73.6% of the
total issued and outstanding Ordinary Shares) are subject to a lock-up for six months after Closing.
In
addition, at the Closing, the Company, the Primary Sellers, the Purchaser Representative, the Seller Representative and the Escrow Agent
entered into an escrow agreement (the
Subscription Escrow Agreement
), pursuant to which a number of Exchange Shares
equal to 15% of the estimated Exchange Consideration issuable to the Sellers at the Closing (such Exchange Shares, together with any
equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted
the
Escrow Shares
) are subject to the restrictions of the Escrow Agreement and shall be held by the Escrow Agent,
along with any dividends, distributions or income thereon (together with the Escrow Shares, the
Escrow Property
)
in a segregated account (the
Escrow Account
) and disbursed in accordance with the Business Combination Agreement
and the Subscription Escrow Agreement. The Escrow Shares will be held in the Escrow Account for a period of 12 months after the Closing
and shall be the sole and exclusive source of payment for any post-Closing purchase price adjustment and for any post-closing indemnification
claims (other than certain fraud claims and breaches of AOI and the Sellers fundamental representations, as in the Business Combination
Agreement). At the 12-month anniversary of the Closing, on March 21, 2025, all remaining Escrow Property will be released to the
Sellers in accordance with the Business Combination Agreement. However, an amount of Escrow Property equal to the value of any pending
and unresolved claims will remain in the Escrow Account until finally resolved.
The
transaction was unanimously approved by the board of directors of EDOC and was approved at the extraordinary general meeting of EDOCs
shareholders held on March 6, 2024 (the
Special Meeting
). EDOCs shareholders also voted to approve all other
proposals presented at the Special Meeting. As a result of the Business Combination, AOI and EDOC became wholly-owned direct subsidiaries
of the Company. On March 22, 2024, the Ordinary Shares and public warrants of the Company (the
Public Warrants
)
commenced trading on the Nasdaq Capital Market, or Nasdaq, under the symbols COOT and COOTW,
respectively.
Except
as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated
by reference herein, the
Report
) to (i) we, us, our, Company
or Australian Oilseeds refer to Australian Oilseeds Holdings Limited., a Cayman Islands exempted company incorporated in
the Cayman Islands, and its consolidated subsidiaries, (ii) EDOC refers to EDOC Acquisition Corp., a Cayman Islands exempted
company, and (iii) AOI refers to Australian Oilseeds Investments Pty Ltd., an Australian proprietary company.
Certain
amounts that appear in this Report may not sum due to rounding.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Report and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act
).
Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business
strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to
the Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of
performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used
in this Report, forward-looking statements may be identified by the use of words such as estimate, plan,
project, forecast, intend, will, expect, anticipate,
believe, seek, target, designed to or other similar expressions that predict
or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
These
forward-looking statements may include statements, among other things, relating to:
Forward-looking
statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause
actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially
from those anticipated in forward-looking statements for many reasons, including the factors discussed under the Risk Factors
section of this Report and the Risk Factors section in the Companys proxy statement/prospectus, dated September
18, 2023, as supplemented by that proxy statement/prospectus supplement No. 1, dated December 18, 2023, supplement No. 2, dated January
17 18, 2024, and supplement No. 3, dated January 30, 2024 (the
Proxy Statement/Prospectus
), forming a part of Registration
Statement on Form F-4 (File No. 333-274552), as amended, initially filed with the U.S. Securities and Exchange Commission (the
SEC
)
on December 22, 2022 and declared effective on February 6, 2024 (the
Form F-4
), which section is incorporated herein
by reference. These forward-looking statements are based on information available as of the date of this Report, and expectations, forecasts
and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
Item
1. Identity of Directors, Senior Management and Advisers
A.
Directors and Senior Management
The
directors and executive officers of the Company upon the consummation of the Business Combination are set forth in Item 6.A of this Report.
The business address for each of the Companys directors and executive officers is Australian Oilseeds Holdings Limited, 126
142 Cowcumbla Street, Cootamundra, Australia.
B.
Advisers
Rimon,
P.C. has acted as U.S. securities counsel for AOI and the Company and continues to act as U.S. securities counsel for the Company following
the completion of the Business Combination.
Stuarts
Humphries (Cayman Islands) has acted as counsel for the Company with respect to Cayman Islands law and continues to act as counsel for
the Company with respect to Cayman Islands law following the completion of the Business Combination.
C.
Auditors
Marcum
LLP has acted as EDOCs independent registered public accounting firm as of December 31, 2022 and 2021, and for the years ended
December 31, 2022 and 2021.
BF
Borgers CPA PC has acted as AOIs independent registered public accounting firm as of June 30, 2023 and 2022 and for each of the
two years in the period ended June 30, 2023.
We
intend to retain BF Borgers CPA PC as the Companys independent registered public accounting firm.
Item
2. Offer Statistics and Expected Timetable
Not
applicable.
A.
[Reserved]
B.
Capitalization and Indebtedness
The
following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2023, before
giving effect to the Business Combination and the PIPE Financing (as defined in the Proxy Statement/Prospectus):
C.
Reasons for the Offer and Use of Proceeds
Not
applicable.
D.
Risk Factors
The
risk factors associated with the Company and AOI are described in the Proxy Statement/Prospectus under the heading
Risk Factors
,
which information is incorporated herein by reference.
Item
4. Information on the Company
A.
History and Development of the Company
Australian
Oilseeds is a Cayman Islands exempted company incorporated in the Cayman Islands on December 29, 2022. For further information on the
Business Combination, see
Explanatory Note
above. The history and development of the Company and the material terms
of the Business Combination are described in the Proxy Statement/Prospectus under the headings
Information Related to Pubco
,
Summary of the Proxy Statement/Prospectus
,
The Business Combination Proposal
,
The
Business Combination Proposal
Business Combination Agreement and Related Agreements
and
Description
of Pubco Securities
, which are incorporated herein by reference.
The
Company owns no material assets other than its equity interests in its wholly owned subsidiaries.
The
history and development of AOI is described in the Proxy Statement/Prospectus under the headings
Business of AOI
and
AOIs Managements Discussion and Analysis of Financial Condition and Results of Operations.
The
Companys registered office is c/o Kensington House, 69 Dr. Roys Drive, P.O. Box 2510, George Town, Grand Cayman KY1-1104,
Cayman Islands. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The SECs website is
http://www.sec.gov
.
B.
Business Overview
Prior
to the closing of the Business Combination, the Company did not conduct any material activities other than those incidental to its formation
and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Following,
and as a result of, the Business Combination, all of the Companys business is conducted through AOI and its subsidiaries. Information
regarding the business of AOI is included in the Proxy Statement/Prospectus under the headings
Information Related to Pubco
,
Summary of the Proxy Statement/Prospectus
,
The Business Combination Proposal
,
The
Business Combination Proposal
Business Combination Agreement and Related Agreements
and
Description
of Pubco Securities
, which are incorporated herein by reference and in Item 5 of this Report.
C.
Organizational Structure
Upon
consummation of the Business Combination, each of EDOC and AOI became wholly-owned direct subsidiaries of Australian Oilseeds. The diagram
below depicts a simplified version of Australian Oilseeds immediately following the consummation of the Business Combination.
D.
Property, Plants and Equipment
Information
regarding the Companys property, plants and equipment is described in the Proxy Statement/Prospectus under the headings
Business
of AOI
and
AOIs Managements Discussion and Analysis of Financial Condition and Results of Operations,
which information is incorporated herein by reference.
Item
4A. Unresolved Staff Comments
None.
Item
5. Operating and Financial Review and Prospects
The
discussion and analysis of the financial condition and results of operations of the Company is described in the Proxy Statement/Prospectus
under the section titled
AOIs Managements Discussion and Analysis of Financial Condition and Results of Operations,
which information is incorporated herein by reference.
Item
6. Directors, Senior Management and Employees
A.
Directors and Senior Management
Information
regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy
Statement/Prospectus under the section titled
AOIs Managements Discussion and Analysis of Financial Condition
And Results of Operations,
which information is incorporated herein by reference.
B.
Compensation
Decisions
regarding the executive compensation program will be made by the compensation committee of the Companys board of directors. The
Company intends to develop an executive compensation program that is designed to align compensation with business objectives and the
creation of shareholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to its
long-term success.
The
terms of the Companys equity incentive plan are described in the Companys Proxy Statement/Prospectus under the heading
The Equity Incentive Plan Proposal Summary of the Incentive Plan,
which information is incorporated by reference
herein.
Indemnification
The
Company has entered into indemnification agreements with each of its officers and directors. Information regarding such indemnification
agreements is included in the Proxy Statement/Prospectus under the section titled
Management of PubCo Following the Business
Combination Indemnification of Directors and Officers
and is incorporated herein by reference.
C.
Board Practices
Information
regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy
Statement/Prospectus under the section titled
Management of Pubco After the Business Combination
, which information
is incorporated herein by reference.
D.
Employees
Information
regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section titled
Business of AOI
Employees
, which information is incorporated herein by reference.
E.
Share Ownership
Ownership
of the Companys shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item
7.A of this Report.
F.
Disclosure of a registrants action to recover erroneously awarded compensation
None.
Item
7. Major Shareholders and Related Party Transactions
A.
Major Shareholders
The
following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by:
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within 60 days.
As
of the date hereof, there are 23,224,102 Ordinary Shares issued and outstanding. This amount does not include (i) the 4,500,000
Ordinary Shares subsequent to the closing of the Business Combination conditioned upon exercise of the Public Warrants, (ii) the 315,000
Ordinary Shares subsequent to the closing of the Business Combination conditioned upon exercise of the Private Warrants, (iii)
225,000 Ordinary Shares underlying the placement warrants, and (iv) the Ordinary Shares pursuant to the Arena Warrants granting
the PIPE Investors the right to purchase the number of Ordinary Shares underlying the Warrants equal to 25% of the total principal
amount of the related Debenture purchased by the PIPE Investor on the applicable closing date divided by 92.5% of the average of the
three (3) lowest daily VWAP of the Ordinary Shares for the ten (10) consecutive trading day period ended on the last trading day
immediately preceding such closing date, subject to adjustment upon the occurrence of certain events as set forth in such Arena Warrant
be exercisable at the exercise price set forth in the Arena Warrants, as may be adjusted pursuant to the terms of the Arena Warrants,
each as defined in the Proxy Statement/Prospectus.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them.
B.
Related Party Transactions
Information
pertaining to the Companys related party transactions is set forth in the Proxy Statement/Prospectus under the heading
Certain
Relationships and Related Person Transactions
, which is incorporated herein by reference.
C.
Interests of Experts and Counsel
Not
applicable.
A.
Consolidated Statements and Other Financial Information
Financial
Statements
See
Item 18 of this Report for financial statements and other financial information.
Legal
Proceedings
From
time to time, the Company may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business,
the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in
costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently
a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a
material adverse effect on our business or financial condition.
Dividend
Policy
Following
completion of the Business Combination, the Companys board of directors will consider whether or not to institute a dividend policy.
It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does
not anticipate its board of directors declaring any dividends in the foreseeable future.
B.
Significant Changes
A
discussion of significant changes since June 30, 2022 and June 30, 2023, respectively, is provided under Item 5 of this Report and is
incorporated herein by reference.
A.
Offer and Listing Details
Nasdaq
Listing of Ordinary Shares and Warrants
The
Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols COOT and COOTW, respectively.
Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance
that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing
requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at
least 400 unrestricted round lot shareholders. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity
of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.
Lock-up
Period
Information
regarding the lock-up restrictions applicable to the holders of all Ordinary Shares, other than the PIPE Investors, the EDOCs
public shareholders and certain Sellers of AOI holding a minority ownership, is included in the Proxy Statement/Prospectus under the
heading
Summary of the Material Terms of the Business Combination Related Agreements Lock-up Agreements
and is incorporated herein by reference.
Pursuant
to lock-up agreements entered into with the applicable party, all holders of Ordinary Shares as of the Closing, other than the PIPE Investors,
the EDOCs public shareholders and certain Sellers of AOI holding a minority ownership, agreed, among other things, that such partys
Ordinary Shares may not be transferred for a period after the Closing. Following the closing of the Business Combination, of the 23,224,102
Ordinary shares that were issued and outstanding as of the Closing Date, approximately 17,088,324 Ordinary Shares (or approximately
73.6% of the total issued and outstanding Ordinary Shares) are subject to a lock-up for up (A)with respect to 50% of such
Ordinary Shares, during the period commencing from the Closing and ending on the earliest of (x)the six (6)month anniversary
of the Closing Date, (y)commencing after the three (3)month anniversary of the Closing, the date on which the closing sale
price of the Ordinary Shares equals or exceeds $12.50 per share for any twenty (20)trading days within any thirty (30)trading
day period commencing after the Closing (or if earlier, the date on which the Company consummates a liquidation, merger, share exchange
or other similar transaction with an unaffiliated third party that results in all of the Companys shareholders having the right
to exchange their equity holdings in the Company for cash, securities or other property) and (B)and with respect to the remaining
50% of such Ordinary Shares, during the period commencing from the Closing and ending on the earlier or the date that is six (6)months
after the date of the Closing (or if earlier, the date on which the Company consummates a liquidation, merger, share exchange or other
similar transaction with an unaffiliated third party that results in all of the Companys shareholders having the right to exchange
their equity holdings in the Company for cash, securities or other property), (i)lend, offer, pledge (except as provided below),
hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of such Ordinary
Shares, (ii)enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of such Ordinary Shares, or (iii)publicly announce any intention to effect any transaction specified in clause
(i)or (ii).
In
addition, at the Closing, the Company, the Primary Sellers, the Purchaser Representative, the Seller Representative and the Escrow Agent
entered into an escrow agreement (the
Subscription Escrow Agreement
), pursuant to which a number of Exchange Shares
equal to 15% of the estimated Exchange Consideration issuable to the Sellers at the Closing (such Exchange Shares, together with any
equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted
the
Escrow Shares
) are subject to the restrictions of the Escrow Agreement and shall be held by the Escrow Agent,
along with any dividends, distributions or income thereon (together with the Escrow Shares, the
Escrow Property
)
in a segregated account (the
Escrow Account
) and disbursed in accordance with the Business Combination Agreement
and the Subscription Escrow Agreement. The Escrow Shares will be held in the Escrow Account for a period of 12 months after the Closing
and shall be the sole and exclusive source of payment for any post-Closing purchase price adjustment and for any post-closing indemnification
claims (other than certain fraud claims and breaches of AOI and the Sellers fundamental representations, as in the Business Combination
Agreement). At the 12-month anniversary of the Closing, on March 21, 2025, all remaining Escrow Property will be released to the
Sellers in accordance with the Business Combination Agreement. However, an amount of Escrow Property equal to the value of any pending
and unresolved claims will remain in the Escrow Account until finally resolved.
Warrants
There
are 9,000,000 Public Warrants outstanding. The Public Warrants, which entitle the holder to purchase one-half of one Ordinary
Share at an exercise price of $11.50 per share, will become exercisable 30 days after the completion of the Business Combination. The
Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in
accordance with their terms.
In
addition to the outstanding Public Warrants, upon the closing of the Business Combination, Australian Oilseeds issued:
(i)
to the PIPE Investors, warrants (the
PIPE Warrants
) to purchase Ordinary Shares, at an exercise price
of 92.5% of the average of the three (3) lowest daily VWAP during the ten (10) Trading Days preceding the date of the delivery of an
Exercise Notice pursuant to this Warrant; and
(ii)
private placement warrants granting the right to purchase an aggregate of 239,000 Ordinary Shares at an exercise price of $11.50
per share expiring on the 5
th
anniversary of the closing of the Business Combination; and
(iii)
Convertible Warrants granting the right to purchase 75,000 Ordinary Shares at an exercise price of $11.50 per share
expiring on the 5
th
anniversary of the closing of the Business Combination.
B.
Plan of Distribution
Not
applicable.
C.
Markets
The
Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols COOT and COOTW, respectively.
Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance
that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing
requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at
least 400 unrestricted round lot shareholders. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity
of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.
D.
Selling Shareholders
Not
applicable.
E.
Dilution
Not
applicable.
F.
Expenses of the Issue
Not
applicable.
Item
10. Additional Information
A.
Share Capital
The
Company is authorized to issue 550,000,000 ordinary shares of a par value of $0.001 each and 5,000,000 preference shares of a par value
of $0.001 each. Prior to the closing of the Business Combination, the Company was authorized to issue 1,000 ordinary shares of a par
value of $0.001 each and there was 1,000 ordinary shares issued and outstanding.
As
of March 27, 2024, subsequent to the closing of the Business Combination, there are 23,224,102 Ordinary Shares issued and outstanding
and 9,000,000 Public Warrants issued and outstanding, each exercisable to purchase one Ordinary Share at an initial exercise price
of $11.50 per share, subject to adjustment.
In
addition to the outstanding Public Warrants, upon the closing of the Business Combination, Australian Oilseeds issued to (i) the PIPE
Investor the PIPE Warrants to purchase Ordinary Shares, at an exercise price of $10.00 per (ii) private placement warrants granting the
right to purchase 239,000 Ordinary Shares at an exercise price of $10.00 per share expiring on the 5
th
anniversary
of the closing of the Business Combination; and (iii) private placement warrants to I-Bankers Securities Inc. granting the right to purchase
75,000 Ordinary Shares at an exercise price of $10.00 per share expiring on the 5
th
anniversary of the closing of the
Business Combination.
Information
regarding our securities is included in the Proxy Statement/Prospectus under the section titled
Description of Pubco Securities
and is incorporated herein by reference.
B.
Memorandum and Articles of Association
The
Amended and Restated Memorandum and Articles of Association (
Articles
) of the Company, as amended, effective as
of March 21, 2024 are filed as Exhibit 1.1 to this Report. The description of the Articles of the Company is included in the Proxy Statement/Prospectus
under the heading
Description of Pubco Securities
, which information is incorporated herein by reference.
C.
Material Contracts
Information
pertaining to the Companys material contracts is set forth in the Proxy Statement/Prospectus under the headings
AOIs
Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources,
The Business Combination Proposal Related Agreements, and Certain Relationships and Related Person Transactions
each of which is incorporated herein by reference. The description of the Business Combination Agreement is set forth in the Proxy
Statement/Prospectus under the heading
The Business Combination Proposal
, which information is incorporated herein
by reference.
D.
Exchange Controls
There
are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital,
including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest,
or other payments by the Company to non-resident holders of Ordinary Shares.
E.
Taxation
Information
pertaining to tax considerations is set forth in the Proxy Statement/Prospectus under the headings
Material U.S. Federal Income
Tax Considerations,
which is incorporated herein by reference.
F.
Dividends and Paying Agents
The
Company has not paid any dividends to its shareholders. Following completion of the Business Combination, the Companys board of
directors will consider whether or not to institute a dividend policy. It is the present intention of the Company to retain any earnings
for use in its business operations and, accordingly, the Company does not anticipate its board of directors declaring any dividends in
the foreseeable future.
G.
Statements by Experts
The
consolidated financial statements of AOI as of June 30, 2023 and 2022 and for each of the two years in the period ended June 30, 2023,
incorporated herein by reference have been audited by BF Borgers CPA PC, independent registered public accounting firm, as set forth
in their report thereon, are incorporated by reference and are included in reliance on said report given upon the authority of said firm
as experts in auditing and accounting.
The
consolidated financial statements of the Company for the period from October 14, 2022 (inception) to June 30, 2023, incorporated herein
by reference have been audited by BF Borgers CPA PC, independent registered public accounting firm, as set forth in their report thereon,
are incorporated by reference and are included in reliance on said report given upon the authority of said firm as experts in auditing
and accounting.
The
financial statements of EDOC as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, incorporated herein
by reference have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which
contains an explanatory paragraph relating to substantial doubt about the ability of EDOC to continue as a going concern), are incorporated
by reference and are included in reliance on said report given upon the authority of said firm as experts in auditing and accounting.
H.
Documents on Display
We
are subject to certain of the informational filing requirements of the Exchange Act. Since we are a foreign private issuer,
we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required
to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited
by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information
after each of our first three fiscal quarters. The SEC also maintains a website at
http://www.sec.gov
that contains reports and
other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including
the exhibits, at the SECs public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
I.
Subsidiary Information
Not
applicable.
J.
Annual Report to Security Holders
Not
applicable.
Item
11. Quantitative and Qualitative Disclosures About Market Risk
Information
regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled
AOIs Managements Discussion and Analysis of Financial Condition and Results of Operations,
which is
incorporated herein by reference.
Item
12. Description of Securities Other Than Equity Securities
Warrants
Upon
the completion of the Business Combination, there were 4,500,000 Public Warrants outstanding. The Public Warrants, which entitle the
holder to purchase one Ordinary Share at an exercise price of $11.50 per share. The Public Warrants will expire on March 21, 2029 (i.e.,
five years after the completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their terms.
The terms of the Public Warrants are described in the Proxy Statement/Prospectus under the heading
Description of Pubco Securities
Warrants
, which information is incorporated herein by reference.
In
addition to the outstanding Public Warrants, upon the closing of the Business Combination, Australian Oilseeds issued to warrants to
the PIPE Investors to purchase Ordinary Shares, and 4,500,000 Public Warrants each exercisable to purchase one Ordinary Share at an initial
exercise price of $11.50 per share. In addition to the outstanding Public Warrants, upon the closing of the Business Combination, Australian
Oilseeds issued to (i) the PIPE Investor the PIPE Warrants to purchase Ordinary Shares, at an exercise price of $10.00 per (ii) private
placement warrants granting the right to purchase 239,000 Ordinary Shares at an exercise price of $10.00 per share expiring on
the 5
th
anniversary of the closing of the Business Combination; and (iii) private placement warrants to I-Bankers Securities
Inc. granting the right to purchase 75,000 Ordinary Shares at an exercise price of $10.00 per share expiring on the 5
th
anniversary of the closing of the Business Combination.
Item
13. Defaults, Dividend Arrearages and Delinquencies
Not
applicable.
Item
14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not
applicable.
Item
15. Controls and Procedures
Not
applicable.
Item
16A. Audit committee financial expert
Not
applicable.
Item
16B. Code of Ethics
Not
applicable.
Item
16C. Principal Accountant Fees and Services
Not
applicable.
Item
16D. Exemption from the Listing Standards for Audit Committees
Not
applicable.
Item
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not
applicable.
Item
16F. Change in Registrants Certifying Accountant
Not
applicable.
Item
16G. Corporate Governance
Not
applicable.
Item
16H. Mine Safety Disclosure
Not
applicable.
Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
Item
16J. Insider trading policies
Not
applicable.
Item
16K. Cybersecurity
Not
applicable.
See
Item 18.
SIGNATURE
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this report on its behalf.
Date:
March 27, 2024
Chief
Executive Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact name of Registrant as specified in its charter)
Not
Applicable
Cayman
Islands
(Translation
of Registrants name into English)
(Jurisdiction
of incorporation or organization)
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
(Address of principal executive offices)
126 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Tel: +02 6942 4347
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Title
of each class
Trading
Symbols
Name
of each exchange on which registered
Ordinary
Shares, par value $.0001 per share
COOT
The
Nasdaq Stock Market LLC
Warrants,
each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
COOTW
The
Nasdaq Stock Market LLC
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Emerging
growth company
☒
The
term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
i
(i)
Each
holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary
share (the
EDOC Ordinary Shares
) received a number of Company Ordinary
Shares, which are listed under the ticker COOT (less 200,000 Class A ordinary
shares that were forfeited to the Company);
(ii)
Each
holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the
Exchange Shares
);
(iii)
Each
holder of EDOCs public Class A ordinary shares received Company Ordinary Shares on
a one-for-one basis;
(iv)
EDOCs
warrants terminated and were exchanged for warrants of the Company (the
Warrants
),
which Warrants are listed on the Nasdaq under COOTW;
(v)
Each
holder of EDOCs rights (the
Rights
) received 1/10 of a Company
Ordinary Share for each such Right, as set forth herein;
(vi)
EDOCs
Rights will no longer be traded;
(vii)
EDOCs
479,000 placement units (Placement Units) were exchanged for Company Ordinary
Shares and Warrants of the Company; and
(viii)
EDOC
$1,500,000 of convertible promissory notes that were convertible at Closing into Company
Ordinary Shares (
Convertible Shares
) and warrants (
Convertible
Warrants
).
1
2
●
the
benefits of the Business Combination;
●
the
potential market size and the assumptions and estimates related to the Business Combination;
●
the
future financial and business performance of the Company and its subsidiaries, including AOI, following the Business Combination;
●
the
commercial success of mineral properties under development by AOI or the Company;
●
general
economic conditions and conditions affecting the industries in which AOI and the Company operate;
●
expansion
and other plans and opportunities; and
●
other
statements preceded by, followed by or that include the words estimate, plan, project,
forecast, intend, will, expect, anticipate, believe,
seek, target or similar expressions.
3
Proforma
Combined
As
of June 30, 2023
USD
Cash
and cash equivalents
$
124,730
Equity:
Share
capital
3,602
Reserves
19,758,311
Retained
earnings
(21,062,534
)
Total
equity
46,845
Total
capitalization
$
4
5
6
●
each
person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares
●
each
of the Companys executive officers and directors; and
●
all
of the Companys directors and executive officers as a group.
7
Name
and Address of
Beneficial Owner
Number
of
Ordinary Shares
Owned
Percentage
of
Outstanding
Ordinary Shares
Directors
and Executive Officers
(1)
Gary
Seaton
(2)
13,551,755
58.4
%
Bob
Wu
Kapil
Singh
(3)
3,371,569
14.5
%
Kevin
Chen
(4)
209,988
*
Gowri
Shankar
Menaka
Athukorala
All
directors and executive officers as a group (6 individuals)
Other
5% Shareholders
23,224,102
*
Less
than 1%.
(1)
Unless
otherwise noted, the business address of each of the following entities or individuals after the Business Combination is c/o Australian
Oilseeds Holdings Limited, Kensington House, 69 Dr. Roys Drive, P.O. Box 2510, George Town, Grand Cayman KY1-1104, Cayman
Islands.
(2)
JSKS
Enterprises Pty. Ltd. is the record holder of the shares reported herein. Mr. Gary Seaton, Chief Executive Officer of the Company,
is the 100% owner of JSKS Enterprises Pty. Ltd. and may be deemed the beneficial owner of the Ordinary Shares owned by JSKS Enterprises
Pty. Ltd. Gary Seaton has voting power with respect to any securities held by JSKS Enterprises Pty. Ltd. with respect to the Ordinary
Shares.
(3)
KGV
Global FZE is the record holder of the shares reported herein. Mr. Kapil Singh, Director of the Company, holds 100% voting power
of KGV Global FZE and may be deemed the beneficial owner of the Ordinary Shares owned by KGV Global FZE. Kapil Singh has voting power
with respect to any securities held by KGV Global FZE with respect to the Ordinary Shares.
(4)
Mr.
Kevin Chen is former Chief Executive Officer and former Chairman of the board of directors of EDOC.
(5)
Represents
the number of Ordinary Shares subject to issue to Arena Investors, LP (the
PIPE Investor
) pursuant to the Securities
Purchase Agreement, whereby the PIPE Investor a 10% original issue discount secured convertible Debenture (the
Debentures
)
and warrants (the
Arena Warrants
) of the Company for the sum of $2,000,000
minus
$1,000,000 presenting
the first closing reserve amount. The business address of Arena Investors, LP is 405 Lexington Ave, New York, NY 10174.
8
9
10
11
12
13
*
Filed
herewith.
+
Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees
to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
14
Australian
Oilseeds Holdings Limited
By:
/s/
Gary Seaton
By:
Gary
Seaton
Title:
15