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                              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