F-4/A 1 ff42024a3_australian.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on January 30, 2024.

Registration No. 333-274552

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________

AMENDMENT NO. 3
TO
Form 
F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________

Australian Oilseeds Holdings Limited
(Exact name of registrant as specified in its charter)

____________________________

Cayman Islands

 

2070

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary standard industrial
classification code number)

 

(I.R.S. Employer
Identification Number)

126 – 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
02 6942 4347
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________

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
02 6942 4347
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________

Copies to:

Barry I. Grossman, Esq.
Jessica Yuan, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370
-1300

 

Debbie A. Klis, Esq.
Rimon PC
1990 K Street, NW Suite 420
Washington DC 20006
(202) 935
-3390

____________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company 

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 7(a)(2)(B) of the Securities Act. 

____________

         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.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. Pubco may not issue these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION,
DATED JANUARY
30, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
EDOC ACQUISITION CORP.

AND

PROSPECTUS FOR ORDINARY SHARES,
WARRANTS, AND
SHARES UNDERLYING WARRANTS
OF
AUSTRALIAN OILSEEDS INVESTMENTS PTY LTD.

The board of directors of EDOC Acquisition Corp., a Cayman Islands exempted company (“EDOC”), has unanimously approved that certain Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023, and as may be further amended, the “Business Combination Agreement”), with American Physicians LLC, a Delaware limited liability company, in the capacity as the representative, from and after the Closing (as defined below) for the shareholders of Purchaser and Pubco (as defined below) (other than the Sellers (as defined below)) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), upon execution of a joinder thereto, Australian Oilseeds Holdings Limited, a Cayman Islands exempted company (“Pubco”), upon execution of a joinder thereto, AOI Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Australian Oilseeds Investments Pty Ltd., ACN 158 999 949, 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 AOI’s 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, Pubco and AOI, a Joinder (the “Joining Sellers”), and the holders of AOI’s outstanding ordinary shares who are bound by the provisions of the Business Combination Agreement pursuant to the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers,” and collectively with the Joining Sellers, the “Sellers”).

At the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) EDOC will merge with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), as a result of which, (i) EDOC shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of EDOC immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive substantially identical securities of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”) (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions” or the “Business Combination”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the Australian Act.

Exchange Consideration

The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) $190,000,000, plus (or minus, if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco ordinary share to be issued to the Sellers valued at $10.00, as set forth in the Business Combination Agreement attached hereto as Annex A.

 

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The Exchange Consideration is subject to adjustment after the Closing based on final confirmation of AOI’s net working capital, the outstanding indebtedness of AOI and its subsidiaries net of cash and cash equivalents, and any unpaid transaction expenses of AOI, as of the date of the Closing. If the finally determined number of Exchange Shares is (i) greater than the estimated number of Exchange Shares, Pubco will issue an additional number of Pubco Ordinary Shares equal to such difference to the Sellers, subject to a maximum amount equal to the amount of Escrow Property (as defined below) at such time or (ii) less than the estimated number of Exchange Shares, Pubco will cause the Escrow Agent (as defined below) to release from escrow a number of Escrow Shares equal to such difference to Pubco, subject to a maximum amount equal to the Escrow Property at such time.

The parties agreed that at or prior to the Closing, Pubco, the Primary Sellers, the Purchaser Representative, the Seller Representative and the Escrow Agent will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to EDOC and AOI (the “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”) shall be 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 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 discussed below). At the 12-month anniversary of the Closing, 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.

It is anticipated that upon completion of the Business Combination, the EDOC public shareholders would own an interest of approximately 7.23% in Pubco, the Sponsor will own an interest of approximately 9.47% of Pubco, and the AOI shareholders will own an interest of approximately 78.5% of Pubco, assuming none of the EDOC shareholders exercise their redemption rights in connection with the Meeting (as defined below). If the actual facts are different from the assumptions set forth above (which they are likely to be), the percentage ownership set forth above will be different.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of EDOC scheduled to be held on [            ], 2024 (the “Meeting”).

EDOC’s Public Shares, Public Warrants and Public Rights are currently listed on The Nasdaq Capital Market under the symbols “ADOC,” “ADOCR,” and “ADOCW,” respectively. EDOC’s units commenced public trading on Nasdaq on November 10, 2020, and ceased public trading on December 9, 2020. Pubco will apply for listing, to be effective at the time of the Business Combination, of the Pubco Ordinary Shares, as well as the Pubco Warrants issued in exchange for EDOC’s Public Warrants on The Nasdaq Capital Market under the symbols “COOT” and “COOTW” respectively. Pubco will not have units or rights traded following consummation of the Business Combination.

Each of EDOC and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. EDOC encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in Risk Factors” on page 68 of this proxy statement/prospectus.

Pubco is, and will be after the consummation of the Business Combination, considered a “foreign private issuer” under the Exchange Act and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure

 

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of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about EDOC. See “Risk Factors — Pubco will be a “foreign private issuer” and, as a result, we will be permitted to rely on exemptions from certain stock exchange corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of the Pubco Ordinary Shares.

In addition, as a “foreign private issuer,” Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee, a nominating or a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Pubco Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Description of Pubco Securities — Comparison of Corporate Governance and Shareholder Rights.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [            ], 2024, and is first being mailed to EDOC security holders on or about [            ], 2024.

 

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EDOC ACQUISITION CORP.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
(585) 678-1198

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [            ], 2024

TO THE SHAREHOLDERS OF EDOC:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Meeting”) of EDOC Acquisition Corp., a Cayman Islands exempted company (“EDOC”), will be held at             a.m. Eastern Time, on [            ], 2024, at the office of [            ]. You can participate in the Meeting and vote your shares electronically via live webcast by visiting [______________] with the password of [            ] and entering the voter control number included on your proxy card. You will not be required to attend the Meeting in person in order to vote, and EDOC encourages virtual participation. You are cordially invited to attend the Meeting via the live webcast noted above, which will be held for the following purposes:

(1)    to consider and vote upon a proposal, as a Special Resolution, to approve amendments (the “NTA Amendments”) to the Existing Organizational Documents, which amendments shall be effective, if adopted and implemented by EDOC, immediately prior to the consummation of the proposed Business Combination, to remove the requirements contained in the Existing Organizational Documents limiting EDOC’s ability to consummate an initial business combination if EDOC would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination. We refer to this proposal as the “NTA Proposal”. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will not be presented to EDOC’s shareholders at the Meeting. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The NTA Proposal”;

(2)    to consider and vote upon a proposal, as a Special Resolution, to approve the Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023, and as may be further amended, the “Business Combination Agreement”), by and among EDOC, American Physicians LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing for the shareholders of Purchaser and Pubco (other than the Sellers) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), upon execution of a joinder thereto, upon execution of a joinder thereto, Australian Oilseeds Holdings Limited, a Cayman Islands exempted company (“Pubco”), upon execution of a joinder thereto, upon execution of a joinder thereto, AOI Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Australian Oilseeds Investments Pty Ltd., ACN 158 999 949, 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 AOI’s 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, Pubco and AOI a Joinder (the “Joining Sellers”), and the holders of AOI’s outstanding ordinary shares who are bound by the provisions of the Business Combination Agreement pursuant to the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers,” and collectively with the Joining Sellers, the “Sellers”). At the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) EDOC will merge with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), as a result of which, (i) EDOC shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of EDOC immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive substantially identical securities of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers

 

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in exchange for ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”) (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions” or the “Business Combination”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the Australian Act, such proposal to include authorization of the Plan of Merger (as defined below) by Special Resolution. We refer to this proposal as the “Business Combination Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A, and a copy of the form of the Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex C;

(3)    to consider and vote upon a proposal, as a Special Resolution, immediately prior to the consummation of the Business Combination, assuming the Business Combination Proposal is approved, to replace Pubco’s current memorandum and articles of association with the amended and restated memorandum and articles of association of Pubco (the “Proposed Memorandum and Articles”). We refer to this proposal as the “Memorandum and Articles Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Memorandum and Articles Proposal.” A copy of the form of the Proposed Memorandum and Articles is attached to the accompanying proxy statement/prospectus as Annex B;

(4)    separate and apart from the vote on the Memorandum and Articles Proposal, to consider and vote upon, as an Ordinary Resolution, on an advisory and non-binding basis, five separate proposals with respect to certain governance provisions in the Proposed Memorandum and Articles; we refer to these proposals as the “Organizational Documents Advisory Proposals,” which are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Advisory Proposals”;

(5)    to approve the adoption, as an Ordinary Resolution, of the Pubco 2024 Equity Incentive Plan (the “Incentive Plan”); we refer to this proposal as the “Equity Incentive Plan Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Equity Incentive Plan Proposal”;

(6)    to consider and vote upon a proposal, as an Ordinary Resolution to consider and vote on a proposal to elect, effective at Closing, five (5) directors to serve terms on Pubco’s board of directors until the 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified; we refer to this proposal as the “Director Election Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Director Election Proposal”;

(7)    to consider and vote upon a proposal, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of Nasdaq, to approve the potential issuance of Pubco Ordinary Shares pursuant to (a) the Business Combination, (b) a proposed $50,000,000 Equity Line of Credit arrangement that Pubco intends to enter into on the closing of the Business Combination, and (c) the Debentures and the Arena Warrants; we refer to this proposal as the “Nasdaq Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal”; and

(8)    to consider and vote upon a proposal, as an Ordinary Resolution, to adjourn the Meeting to a later date or dates, if necessary or desirable, at the determination of the EDOC Board; we refer to this proposal as the “Adjournment Proposal,” which is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal”.

These foregoing items of business (the “Proposals”) are described in the accompanying proxy statement/prospectus, which EDOC encourages you to read in its entirety before voting. Only holders of record of EDOC Ordinary Shares at the close of business on             , 2024 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

 

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After careful consideration, the EDOC Board has determined that the NTA Proposal, the Business Combination Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal are fair to and in the best interests of EDOC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the NTA Proposal, “FOR” the Business Combination Proposal, “FOR” the Memorandum and Articles Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Nasdaq Proposal and, if presented at the Meeting “FOR” the Adjournment Proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by EDOC’s shareholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”). The NTA Proposal is conditioned on the approval of the Business Combination Proposal. Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which EDOC encourages you to read carefully and in its entirety before voting. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

The votes on the Organizational Documents Advisory Proposals are not required by Cayman Islands laws and are instead being submitted to EDOC’s shareholders pursuant to SEC guidance. These votes will be advisory and non-binding and are intended to provide the EDOC shareholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Memorandum and Articles Proposal.

The Sponsor has agreed to vote their shares in favor of the Business Combination Proposal and has also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of December 22, 2023, the Sponsor held 2,099,152 EDOC Class A Ordinary Shares and one (1) EDOC Class B Ordinary Share issued and outstanding, which constitute approximately 57.98% of the total issued and outstanding EDOC Ordinary Shares.

All EDOC shareholders as of the Record Date are cordially invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of EDOC Ordinary Shares, you may also cast your vote via Internet or telephone. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

A complete list of EDOC shareholders of record entitled to vote at the Meeting will be available for ten (10) days before the Meeting at the principal executive offices of EDOC for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. EDOC looks forward to your continued support.

____________, 2024

 

By Order of the Board of Directors

   

 

   

Kevin Chen
Chairman of the Board and Chief Executive Officer

 

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.    TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT EDOC REDEEM YOUR SHARES NO LATER THAN 5:00 P.M. EASTERN TIME ON [ ], 2024 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A REDEMPTION NOTICE TO EDOC’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO EDOC’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF EDOC SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about EDOC and AOI from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

EDOC Acquisition Corp.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
Attention: Kevin Chen
Tel: (585) 678-1198
Email: kevin.chen@edocmed.net

or

Karen Smith
President & CEO
Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than [            ], 2024, 72 hours before the date of the Meeting.

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

INDUSTRY AND MARKET DATA

 

1

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

1

DEFINED TERMS

 

2

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

 

9

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

17

QUESTIONS AND ANSWERS

 

20

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

48

SELECTED HISTORICAL FINANCIAL INFORMATION OF EDOC

 

63

SELECTED HISTORICAL FINANCIAL INFORMATION OF AOI

 

64

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

65

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

 

67

RISK FACTORS

 

68

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF EDOC

 

101

THE NTA PROPOSAL

 

106

THE BUSINESS COMBINATION PROPOSAL

 

108

THE MEMORANDUM AND ARTICLES PROPOSAL

 

146

THE ORGANIZATIONAL DOCUMENTS ADVISORY PROPOSALS

 

147

THE EQUITY INCENTIVE PLAN PROPOSAL

 

150

THE DIRECTOR ELECTION PROPOSAL

 

154

THE NASDAQ PROPOSAL

 

155

THE ADJOURNMENT PROPOSAL

 

157

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

158

INFORMATION RELATED TO PUBCO

 

173

OTHER INFORMATION RELATED TO EDOC

 

174

EDOC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

185

BUSINESS OF AOI

 

195

AOI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

211

MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION

 

215

EXECUTIVE COMPENSATION

 

219

BENEFICIAL OWNERSHIP OF SECURITIES

 

221

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

226

DESCRIPTION OF PUBCO SECURITIES

 

233

ENFORCEMENT OF CIVIL LIABILITIES

 

246

APPRAISAL RIGHTS

 

248

TICKER SYMBOL AND DIVIDENDS

 

249

OTHER SHAREHOLDER COMMUNICATIONS

 

249

LEGAL MATTERS

 

249

EXPERTS

 

250

HOUSEHOLDING INFORMATION

 

250

SOLICITATION OF PROXIES

 

250

SHAREHOLDER PROPOSALS

 

250

WHERE YOU CAN FIND MORE INFORMATION

 

251

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1

ANNEX A — BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B — PROPOSED MEMORANDUM AND ARTICLES

 

B-1

ANNEX C — PLAN OF MERGER

 

C-1

ANNEX D — EQUITY INCENTIVE PLAN

 

D-1

ANNEX E — FORM OF PROXY CARD

 

E-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-274552), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Ordinary Shares, Pubco Warrants and Pubco Ordinary Shares underlying Pubco Warrants, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of shareholders of EDOC at which EDOC shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, AOI relies on and refers to industry data, information and statistics regarding the markets in which it competes from publicly available information, industry and general publications and research and studies conducted by third parties. This information appears under the section of this proxy statement/prospectus entitled “Business of AOI.” AOI has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. AOI assumes liability for the accuracy and completeness of such information to the extent included in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Pubco, AOI, and EDOC and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, TM and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “AOI” refers to Australian Oilseeds Investments Pty Ltd., ACN 158 999 949, an Australian proprietary company, and the term “EDOC” refers to EDOC Acquisition Corp., a Cayman Islands exempted company. “Pubco” refers to Australian Oilseeds Holdings Limited, a Cayman Islands exempted company. For further information on the structure of AOI, please see Summary of the Proxy Statement/Prospectus — Post-Business Combination Corporate Structure.”

In this document:

$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar.

Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if the chairman of the Meeting deems it necessary or appropriate, including, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal.

Ancillary Documents” means each agreement, instrument or document attached to the Business Combination Agreement as an exhibit or to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement, including without limitation, the Non-Competition Agreements, the Lock-Up Agreements, the Founder Registration Rights Agreement Amendment, the Seller Registration Right Agreement, the Sponsor Support Agreement, the Proposed Memorandum and Articles, the Surviving Company A&R Memorandum and Articles (as defined in the Business Combination Agreement), the Employment Agreements (as defined in the Business Combination Agreement) and the Incentive Plan.

AOI” means Australian Oilseeds Investments Pty Ltd., ACN 158 999 949, an Australian proprietary company.

Arena PIPE” means a private placement of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between Pubco, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP for the aggregate subscription amount of up to $7,000,000.

Arena RRA” means a registration rights agreement, to be entered into by Pubco and the PIPE Investor, upon the Closing of the Business Combination, which provides for certain registration rights for the securities purchased by the PIPE Investor in the Arena PIPE.

Arena Warrants” means, the warrants which Pubco will issue to the PIPE Investor, simultaneously with the issuance of each Debenture on the applicable closing date, providing the PIPE Investor the right to purchase the number of Warrant Shares 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 Pubco 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.

Arena Transaction Documents” means, collectively, the documents governing the Arena PIPE including the Securities Purchase Agreement previously executed, and the Form of 10% Original Issue Discount Secured Convertible Debenture, the Form of Arena Warrant, the Registration Rights Agreement and related documents to be executed at closing.

Australian Act” means the Corporations Act 2001 of Australia, as amended.

Broker non-vote” means the failure of an EDOC shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

Business Combination Agreement” means the Business Combination Agreement, dated as of December 5, 2022, as amended on March 31, 2023 and December 7, 2023, and as may be further amended, by and among EDOC, AOI, Pubco, Merger Sub, Purchaser Representative, Seller Representative and the Sellers, a copy of which is attached hereto as Annex A.

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Business Combination Agreement Amendment No. 1” means the amendment to the Business Combination Agreement, dated as of March 31, 2023, by and between EDOC, AOI, the Purchaser Representative and Merger Sub.

Business Combination Agreement Amendment No. 2” means the amendment to the Business Combination Agreement, dated as of December 7, 2023, by and between EDOC, AOI, the Purchaser Representative and Merger Sub.

Business Combination” or “Transactions” means, collectively, the transactions contemplated by the Business Combination Agreement, including the Merger and the Share Exchange.

Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions, including authorization of the Plan of Merger (as defined below).

Closing” means the closing of the Transactions.

Code” means the Internal Revenue Code of 1986, as amended.

Companies Act” means the Companies Act (as Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

Condition Precedent Proposals” means the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal.

Conversion Date” means the manner that the holder of the Debentures shall effect conversions by delivering to the Company a notice of conversion specifying the principal amount of the applicable Debenture to be converted and the date on which such conversion shall be effected.

Debentures” means the (i) secured convertible debenture to be issued on the first closing date by Pubco to the PIPE Investor, subject to a 10% original issue discount, in the first closing principal amount of $2,222,222, to be issued for $2,000,000, (ii) secured convertible debenture to be issued on the second closing date by Pubco to the PIPE Investor, subject to a 10% original issue discount, in the second closing principal amount of $2,777,777, to be issued for $2,500,000, and (iii) secured convertible debenture to be issued on the third closing date by Pubco to the PIPE Investor, subject to a 10% original issue discount in the third closing principal amount of $2,777,777, to be issued for $2,500,000.

Debenture Shares” means the Pubco Ordinary Shares issuable upon conversion of the Debentures.

Director Election Proposal” means a proposal to approve the adoption by an Ordinary Resolution, to elect, effective at Closing, five directors to serve terms on Pubco’s board of directors until the 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified.

Drag-Along Sellers” means the holders of AOI’s outstanding ordinary shares who are bound by the provisions of the Business Combination Agreement pursuant to the drag-along rights set forth in AOI’s memorandum and articles of association.

EDOC” or “Purchaser” means EDOC Acquisition Corp., a Cayman Islands exempted company.

EDOC Class A Ordinary Shares” means Class A ordinary shares, par value $0.0001 per share, of EDOC.

EDOC Class B Ordinary Shares” means Class B ordinary shares, par value $0.0001 per share, of EDOC.

EDOC Ordinary Shares” means EDOC Class A Ordinary Shares and EDOC Class B Ordinary Shares.

EDOC Rights” means the Public Rights included in the Units sold in the Initial Public Offering, and the Private Rights as part of the Private Units, each of which converts into one-tenth (1/10) of one EDOC Class A Ordinary Shares, in accordance with its terms.

EDOC Securities” means collectively, the EDOC Units, the EDOC Ordinary Shares, the EDOC Preference Shares, the EDOC Rights and the EDOC Warrants.

EDOC Units” means the Private Units and Public Units of EDOC.

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EDOC Warrants” means the Private Warrants and Public Warrants of each exercisable for one-half of one EDOC Class A Ordinary Share, each whole EDOC Warrant exercisable for $11.50 per share.

Effective Time” means the time at which the Merger becomes effective in accordance with the Companies Act.

ELOC” means the equity line of credit facility with the ELOC Investor, an affiliate of the PIPE Investor, in the amount of $50,000,000 to be entered into pursuant to the Purchase Agreement upon the Closing of the Business Combination, which ELOC is a condition to the closing of the Arena PIPE under the Securities Purchase Agreement.

ELOC Investor” means an affiliate of the PIPE Investor, expected to be Arena Business Solutions Global SPC II, Ltd. on behalf of and for the account of one of the ELOC’s Investor’s segregated portfolios.

Equity Incentive Plan Proposal” means a proposal to approve the Incentive Plan.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Consideration” means the total number of Exchange Shares to be issued by Pubco to the Sellers as consideration for the Purchased Shares which shall be an aggregate number of Pubco Ordinary Shares equal to (i) $190,000,000, plus (or minus, if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco Ordinary Share to be issued to the Sellers valued at $10.00.

Exchange Shares” means the aggregate number of Pubco Ordinary Shares issuable as Exchange Consideration at Closing of the Transactions.

Existing Organizational Documents” means the amended and restated memorandum of EDOC, as amended, as in effect as of the date of this proxy statement/prospectus.

First Registration Statement Effectiveness Date” means, with respect to the first registration statement to be filed by Pubco pursuant to the Arena RRA, no later than the 60th calendar day following the first closing date (or, in the event of a “full review” by the SEC, no later than the 90th calendar day following the first closing date); provided, however, that in the event Pubco is notified by the SEC that the first registration statement will not be reviewed or is no longer subject to further review and comments, the First Registration Statement Effectiveness Date as to such registration statement shall be the fifth (5th) trading day following the date on which Pubco is so notified if such date precedes the date otherwise required above, provided, further, if such First Registration Statement Effectiveness Date falls on a day that is not a trading day, then the First Registration Statement Effectiveness Date shall be the next succeeding trading day.

Founder Shares” means Class B Ordinary Shares of EDOC (and the Class A shares underlying such Class B ordinary Shares following conversion), 2,250,000 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of EDOC.

I-Bankers” are to I-Bankers Securities, Inc., the representative of the underwriters in EDOC’s IPO.

I-Bankers Units” means the 65,000 units that EDOC sold privately to I-Bankers and/or its designees simultaneously with the closing of the IPO.

I-Bankers Warrants” means the 450,000 warrants that EDOC sold privately to I-Bankers simultaneously with the closing of the IPO, which warrants are exercisable for $12.00 per share, for cash or on a cashless basis, at the holder’s option, at any time commencing on the later of the closing of an initial business combination or August 12, 2022 and terminating on the five year anniversary thereof; provided, that I-Bankers has agreed that neither it nor its designees will be permitted to exercise the warrants after November 9, 2025.

Incentive Plan” means Australian Oilseeds Holdings Limited 2024 Equity Incentive Plan, as may be amended from time to time.

Initial Public Offering” or “IPO” means the initial public offering of Units of EDOC, which was consummated on November 12, 2020.

Initial Shareholders” means the Sponsor and any EDOC officers or directors that hold Founder Shares.

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Insider Letter Agreement” means the letter agreement, dated as of November 9, 2020, between EDOC and each of the holders of Founder Shares.

Insider Units” means the 414,000 private units that EDOC sold privately to the Sponsor and/or its designees simultaneously with the closing of the IPO.

IPO Prospectus” means the final prospectus of EDOC, dated as of November 9, 2020, and filed with the SEC on November 12, 2020 (File No. 333-248819).

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

Joining Sellers” means the holders of AOI’s outstanding ordinary shares that are subsequently added to Annex I of the Business Combination Agreement by executing and delivering to EDOC, Pubco and AOI a Joinder agreement.

Memorandum and Articles Proposal” means a proposal to approve the adoption by the sole member of Pubco prior to Closing, of the Proposed Memorandum and Articles, conditional on, and effective immediately prior to, the consummation of the Business Combination.

Meeting” or “Extraordinary General Meeting” means the extraordinary general meeting of shareholders of EDOC, to be held on [            ], 2024 at [            ] a.m. Eastern Time.

Merger Sub” means AOI Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco.

Minimum Cash Condition” means the condition that upon the Closing, EDOC shall have cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of EDOC’s unpaid expenses or liabilities, of at least equal to $10,000,000, which Minimum Cash Condition was waived upon mutual agreement of Pubco and EDOC pursuant to the Minimum Cash Condition Waiver.

Minimum Cash Condition Waiver” means the waiver of the Minimum Cash Condition executed by EDOC and Pubco effective as of January 12, 2024 and attached hereto at Exhibit 10.39.

Nasdaq” means The Nasdaq Capital Market.

Nasdaq Proposal” means the proposal, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of Nasdaq, to approve the potential issuance of Pubco Ordinary Shares pursuant to (a) the Business Combination, (b) a proposed $50,000,000 ELOC arrangement that Pubco intends to enter into upon the Closing of the Business Combination, and (c) the Debentures and the Arena Warrants.

“NTA Proposal” means the proposal to amend the Existing Organizational Documents, immediately prior to the consummation of the proposed Business Combination, to remove the requirements limiting EDOC’s ability to consummate an initial business combination if EDOC would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination.

Ordinary Resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding EDOC Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Organizational Documents” means the formation documents of any of the entities listed herein, including the Proposed Memorandum and Articles, as they may be amended.

Organizational Documents Advisory Proposals” means the five separate proposals to approve, on an advisory and non-binding basis, certain governance provisions in the Proposed Memorandum and Articles.

PIPE Investment” means a private placement, and/or backstop arrangements with potential investors, in either case on terms mutually agreeable to EDOC, AOI and Australian Oilseeds Investments Pty Ltd., acting reasonably.

PIPE Investor” means Arena Investors, LP, a Delaware limited partnership.

Plan of Merger” means the Cayman Islands law governed plan of merger required to be filed with the Registrar of Companies of the Cayman Islands for the purposes of, and in order to give effect to, the Merger, in the form attached to this proxy statement/prospectus as Annex C.

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Primary Sellers” means each of the holders of AOI’s outstanding ordinary shares named on Annex I of the Business Combination Agreement.

Private Right” means one right that was included as part of each Private Unit entitling the holder thereof to receive one-tenth (1/10th) of a Class A Ordinary Share upon the consummation by Purchaser of its initial business combination.

Private Units” means the Insider Units and the I-Bankers units, issued by EDOC in a private placement to the Sponsor at the time of the consummation of the IPO consisting of one (1) EDOC Class A Ordinary Share, one (1) Private Warrant and one (1) Private Right.

Private Units Lock-Up Period” means the period during which the Private Units are subject to the applicable transfer restrictions set forth in the Insider Letter Agreement.

Private Warrants” means one whole warrant that was included in as part of each Private Unit, entitling the holder thereof to purchase one half (1/2) of one Class A Ordinary Share at an exercise price of $11.50 per full share.

Proposed Memorandum and Articles” means the amended and restated memorandum and articles of association of Pubco to be adopted immediately prior to consummation of the Business Combination.

Proxy statement/prospectus” means the proxy statement/prospectus included in this Registration Statement on Form F-4 (Registration No. 333-274552) filed by Pubco with the SEC.

Pubco” means Australian Oilseeds Holdings Limited, a Cayman Islands exempted company.

Pubco Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Pubco, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

Pubco Preference Shares” means the preference shares, par value $0.0001 per share, of Pubco.

Pubco Private Warrant” means a warrant entitling the holder thereof to purchase one-half of one Pubco Ordinary Share at a purchase price of $11.50 per whole share.

Pubco Public Warrant” means a warrant entitling the holder thereof to purchase one-half of one Pubco Ordinary Share at a purchase price of $11.50 per whole share.

Pubco Securities” means the Pubco Ordinary Shares, the Pubco Preference Shares and the Pubco Warrants, collectively.

Pubco Warrants” means the Pubco Private Warrants, and Pubco Public Warrants, collectively.

Public Right” means one right that was included as part of each Public Unit entitling the holder thereof to receive one-tenth (1/10th) of an EDOC Class A Ordinary Share upon the consummation by EDOC of its Business Combination.

Public Shareholders” means the holders of Public Shares.

Public Shares” means EDOC Class A Ordinary Shares issued as part of the Units sold in the Initial Public Offering.

Public Units” or “Units” means units issued in the IPO, each consisting of one EDOC Class A Ordinary Share, one-half (1/2) of one Public Warrant and one Public Right.

Public Warrants” means the Warrants included in the Units sold in the Initial Public Offering, each whole Warrant being exercisable for one-half (1/2) of one EDOC Class A Ordinary Share, in accordance with its terms.

Purchase Agreement” means the purchase agreement that Pubco intends to enter at the Closing of the Business Combination, which provides for a $50,000,000 Equity Line of Credit arrangement with the ELOC Investor, an affiliate of the PIPE Investor.

Purchaser” means EDOC Acquisition Corp., a Cayman Islands exempted company.

Record Date” means the date set by EDOC’s board of directors on which holders of EDOC Ordinary Shares are entitled to vote at the Extraordinary General Meeting.

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Redemption” means the right of the holders of EDOC Ordinary Shares to have their shares redeemed in accordance with the Existing Organizational Documents and the procedures set forth in this proxy statement/prospectus.

Representative Shares” means the 75,000 EDOC Class A ordinary shares issued to I-Bankers in connection with the IPO.

Rights Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Rights Agreement.

Rights Agreement” means the Rights Agreement, dated as of November 9, 2020, between EDOC and the Rights Agent.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

SEC” means the U.S. Securities and Exchange Commission.

Second Registration Statement Effectiveness Date” shall have the meaning ascribed to such term in the Arena RRA means, with respect to the second registration statement to be filed by Pubco pursuant to the Arena RRA, no later than the 60th calendar day following the second closing date (or, in the event of a “full review” by the SEC, no later than the 90th calendar day following the second closing date); provided, however, that in the event Pubco is notified by the SEC that the second registration statement will not be reviewed or is no longer subject to further review and comments, the Second Registration Statement Effectiveness Date as to such registration statement shall be the fifth (5th) trading day following the date on which Pubco is so notified if such date precedes the date otherwise required above, provided, further, if such Second Registration Statement Effectiveness Date falls on a day that is not a trading day, then the Second Registration Statement Effectiveness Date shall be the next succeeding trading day.

Securities Purchase Agreement” dated August 23, 2023 between Pubco, AOI, EDOC, certain AOI subsidiaries and the PIPE Investor, for the aggregate subscription amount of up to $7,000,000 to purchase the Debentures, the Warrants, the Warrant Shares and the Ordinary Shares of Pubco underlying the Debentures, at and after the Closing of the Business Combination in three tranches as further discussed in the proxy statement/prospectus.

Sellers” refer to collectively, Primary Sellers, Joining Sellers and the Drag-Along Sellers.

Share Exchange” means immediately prior to the Merger, the offer by Pubco to acquire all of the issued and outstanding ordinary shares of AOI from the Sellers in exchange for Pubco Ordinary Shares, with AOI becoming a wholly-owned subsidiary of Pubco.

Special Resolution” means a special resolution under Cayman Islands law and as defined in the Companies Act, being a resolution passed by a majority of at least two-thirds of the votes which are cast by those holders of the issued and outstanding EDOC Ordinary Shares that, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

Sponsor” means American Physicians LLC, a Delaware limited liability company, the sole manager of which is Xiaoping Becky Zhang.

Sponsor Notes” means the November 2021 Note, the February 2022 Note, the August 2022 Note, the October 2022 Note, the November 2022 Note, the January 2023 Note, the February 2023 Note, the April 2023 Note, the June 2023 Note, the August 2023 Note, the November 2023 Extension Note and the November 2023 Working Capital Note.

Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the sale of the Private Warrants.

Underlying Shares” means the Warrant Shares and the Ordinary Shares issued and issuable pursuant to the terms of the Debentures.

Underwriting Agreement” means the Underwriting Agreement dated as of November 9, 2020, between EDOC and I-Bankers, in its capacity as managing underwriter thereunder.

U.S.” means the United States of America.

U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

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VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the per share daily volume weighted average price of the Ordinary Shares for such date (or if such date is not a Trading Day, for the nearest preceding Trading Day) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are listed on the OTCQB or OTCQX, the per share volume weighted average price of the Ordinary Shares for such date (or if such date is not a Trading Day, for the nearest preceding Trading Day) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on any Trading Market or OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the PIPE Investor and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Warrants” includes Public Warrants and Private Warrants.

Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.

Warrant Agreement” means the Warrant Agreement, dated as of November 9, 2020, between EDOC and the Warrant Agent.

Warrant Shares” means the Pubco Ordinary Shares underlying the Arena Warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A and incorporated by reference herein. EDOC’s shareholders, Warrant holders, Rights holders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

General Description of the Business Combination Agreement

The parties to the Business Combination Agreement are EDOC, Pubco, the Purchaser Representative, Merger Sub, AOI, the Seller Representative and the Sellers. At the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) EDOC will merge with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), as a result of which, (i) EDOC shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of EDOC immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive substantially identical securities of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”) (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions” or the “Business Combination”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the Australian Act.

Exchange Consideration

The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) $190,000,000, plus (or minus, if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco Ordinary Share to be issued to the Sellers valued at $10.00, as set forth in the Business Combination Agreement attached as Annex A.

The Exchange Consideration is subject to adjustment after the Closing based on final confirmation of AOI’s net working capital, the outstanding indebtedness of AOI and its subsidiaries net of cash and cash equivalents, and any unpaid transaction expenses of AOI, as of the date of the Closing. If the finally determined number of Exchange Shares is (i) greater than the estimated number of Exchange Shares, Pubco will issue an additional number of Pubco Ordinary Shares equal to such difference to the Sellers, subject to a maximum amount equal to the amount of Escrow Property (defined below) at such time or (ii) less than the estimated number of Exchange Shares, Pubco will cause the Escrow Agent (as defined below) to release from escrow a number of Escrow Shares equal to such difference to Pubco, subject to a maximum amount equal to the Escrow Property at such time.

The parties agreed that at or prior to the Closing, Pubco, the Primary Sellers, the Purchaser Representative, the Seller Representative and the Escrow Agent will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to EDOC and AOI (the “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”) shall be 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 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 discussed below). At the 12-month anniversary of the Closing, 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.

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Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (b) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents, subject to certain customary exceptions.

In the Business Combination Agreement, AOI made certain customary representations and warranties to EDOC, including among others, related to the following: (1) organization and standing; (2) authorization; binding agreement; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top customers and suppliers; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) food law compliance; (28) information supplied; and (29) independent investigation.

In the Business Combination Agreement, EDOC made certain customary representations and warranties to AOI, Pubco and the Sellers, including among others, related to the following: (1) organization and standing; (2) authorization; binding agreement; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and financial statements; (7) absence of certain changes; (8) compliance with laws; (9) actions; orders; permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act; (17) certain business practices; (18) insurance; (19) independent investigation; (20) information supplied; and (21) Trust Account.

Additionally, Pubco made certain customary representations and warranties to EDOC, AOI and the Sellers with respect to Pubco and Merger Sub, including representations and warranties related to the following: (1) organization and standing; (2) authorization; binding agreement; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) ownership of Exchange Shares; (7) Pubco and Merger Sub activities; (8) finders and brokers; (9) Investment Company Act; (10) information supplied; (11) independent investigation; and (12) no other representations.

Additionally, the Sellers made certain customary representations and warranties to EDOC, AOI and the Sellers with respect to Pubco and Merger Sub, including representations and warranties related to the following: (1) organization and standing; (2) authorization; binding agreement; (3) ownership; (4) government approvals; (5) non-contravention; (6) no litigation; (7) investment representations; (8) finders and brokers; (9) information supplied; (10) independent investigation; and (11) no other representations.

Survival and Indemnification

The representations and warranties of AOI and the Sellers survive the Closing for 12 months, other than (i) representations and warranties of AOI regarding (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and the Ancillary Documents; (3) capitalization; (4) subsidiaries; (5) intellectual property; (6) taxes and tax returns; (7) benefit plans; (8) environmental matters; and (9) finders and brokers and (ii) the representations and warranties of the Sellers regarding (1) organization and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and the Ancillary Documents; (3) ownership of the Purchased Shares and (4) finders and brokers, which will each survive until 30 days after the expiration of the applicable statute of limitations. The representations and warranties of EDOC do not survive the Closing.

All covenants, obligations and agreements of AOI will not survive the Closing unless by their terms they apply to or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms). The covenants, obligations and agreements made by EDOC will

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not survive the Closing, except for those covenants that by their terms apply to or are to be performed in whole or in part after the Closing (which such covenants will survive the Closing and continue until fully performed in accordance with their terms).

The Primary Sellers, severally and not jointly, will provide indemnification for any breach of any representations and warranties or covenants of AOI or the Sellers, subject to certain limitations, including those as described below.

Indemnification claims by EDOC are subject to a threshold equal to $950,000 in aggregate losses before any indemnification claim is paid, but after the threshold is reached, all indemnification claims shall be paid from the first dollar of losses. The maximum aggregate amount of indemnification payments which the Primary Sellers will be obligated to pay (other than with respect to certain fraud claims with respect to the transactions under the Business Combination Agreement or breaches by AOI or the Sellers of certain fundamental representations) is capped at an amount equal to $38,000,000. Fraud claims with respect to the transactions under the Business Combination Agreement or breaches by AOI or the Sellers of their fundamental representations are payable by the Primary Sellers up to a maximum aggregate amount equal to the Exchange Consideration.

Any indemnification claims against the indemnifying parties shall first be applied against the Escrow Shares and then against any other Escrow Property before the Primary Sellers shall be required to make any out-of-pocket payment for indemnification.

Shareholders of Pubco following the Closing are not third-party beneficiaries of the Business Combination Agreement and are not entitled to bring any claim against any Seller pursuant to the Business Combination Agreement.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) EDOC’s public filings and AOI’s obligation to deliver interim financial statements; (4) no solicitation of, or entering into, any alternative competing transactions; (5) no insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of directors and officers and tail insurance; (12) use of trust proceeds after the Closing; (13) efforts to conduct a private placement, backstop or redemption waiver arrangements, if sought; and (14) the Incentive Plan.

The parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of five (5) directors, comprised of: one (1) person that is designated by EDOC prior to the Closing, who shall qualify as an independent director under Nasdaq rules, (ii) three (3) persons that are designated by AOI prior to the Closing, at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules and (iii) one (1) person that is mutually agreed upon and designated by EDOC and AOI prior to the Closing who shall be required to qualify as an independent director under Nasdaq rules.

EDOC and Pubco also agreed to prepare, with the reasonable assistance of AOI, and Pubco shall file with the SEC, a registration statement on Form F-4 in connection with the registration under the Securities Act of the issuance of securities of Pubco to the holders of the EDOC securities, which will also contain a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of EDOC for the matters to be acted on at an extraordinary general meeting of the shareholders of EDOC relating to the Transactions, and providing such holders with an opportunity to participate in the redemption of all or a portion of their Public Shares upon the Closing (the “Redemption”).

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of EDOC’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) all consents to be required to be obtained from or made with any governmental authority in order to consummate the Transactions having been made; (v) all consents required to be obtained from or made with any third person (other than a governmental authority) in order to consummate the Transactions that are set forth in the disclosure schedules shall have each been obtained or made; (vi) no pending action brought by a third-party non-affiliate to enjoin or otherwise restrict the consummation of

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the Closing being outstanding; (vii) EDOC having at least $5,000,001 in net tangible assets upon the Closing, after giving effect to the completion of the Redemption and any PIPE Investment, (viii) the members of the Pubco Board shall having been elected or appointed as of the Closing consistent with the terms of the Business Combination Agreement; (ix) the shareholders of Pubco having amended and restated the memorandum and articles of association of Pubco in form and substance mutually acceptable in good faith to Pubco, EDOC and AOI; (x) each of AOI and EDOC having received evidence reasonably satisfactory to such Party that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing, and Pubco shall not have received any written objection to such determination from the SEC that remains unresolved; (xi) the effectiveness of the Registration Statement; and (xii) the Pubco Ordinary Shares and Pubco Warrants having been approved for listing on Nasdaq.

The Minimum Cash Condition was solely for the benefit of Pubco and, as a result, Pubco had the sole right to waive the Minimum Cash Condition. Subject to satisfaction or waiver of the other conditions to the closing of the Business Combination, following the execution of the Minimum Cash Condition Waiver, the closing of the Business Combination would occur even if cash available to Pubco at the Closing is less than $10.0 million.

In addition, unless waived by AOI, the obligations of AOI, Pubco, Merger Sub and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of EDOC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (ii) EDOC and the Purchaser Representative having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to EDOC since the date of the Business Combination Agreement which is continuing and uncured; (iv) all Ancillary Documents are in full force and effect; (v) receipt by Sellers of the Seller Registration Rights Agreement by and among Pubco and the Sellers (the “Seller Registration Rights Agreement”), providing customary registration rights to the Sellers with respect to the portion of the Exchange Shares delivered to the Sellers at the Closing and any Escrow Shares that are released from escrow to the Sellers; (vi) receipt by AOI and Pubco of the First Amendment to Registration Rights Agreement (the “Founder Registration Rights Agreement Amendment”), pursuant to which EDOC, Pubco, the initial shareholders of EDOC (the “Founders”) and the other parties to EDOC’s Registration Rights Agreement that was entered into by EDOC at the time of the IPO (the “Founder Registration Rights Agreement”), shall have amended the Founder Registration Rights Agreement, to among other matters, include Pubco as a party and to make it apply to the Pubco securities to be received in connection with the Merger by EDOC’s shareholders who are parties to the Founder Registration Rights Agreement; (vii) receipt by AOI of employment agreements, effective as of the Closing, in form and substance reasonably acceptable to EDOC and AOI between certain individuals and Pubco, duly executed by the parties thereto; and (viii) the Sponsor and other shareholders of EDOC having performed in all material respects the respective obligations required under the Sponsor Support Agreement (the “Sponsor Support Agreement”) and the Insider Letter Amendment (as defined below).

Unless waived by EDOC, the obligations of EDOC to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of AOI, Pubco, Merger Sub and the Sellers being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (ii) AOI, Pubco, Merger Sub each Seller and the Seller Representative having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to any Target Company or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by EDOC of employment agreements, effective as of the Closing, in form and substance reasonably acceptable to EDOC and AOI between certain individuals and Pubco, duly executed by the parties thereto; (v) the Non-Competition Agreements and Lock-Up Agreements are in full force and effect; (vi) receipt by EDOC of the Founder Registration Rights Agreement Amendment, duly executed by Pubco; (vii) receipt by EDOC of the Seller Registration Rights Agreement, duly executed by Pubco; (viii) receipt by EDOC of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; (ix) receipt by EDOC of the evidence of the termination of any outstanding options, warrants or other convertible securities of AOI (if any); (x) receipt by EDOC of a duly executed opinion from AOI’s counsel, in form and substance reasonably satisfactory to EDOC, addressed to EDOC and dated as of the Closing Date; and (xi) receipt by EDOC of evidence of the termination of certain related party agreements.

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Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either EDOC or AOI if the Closing has not occurred on or prior to March 31, 2024 (the “Outside Date”). A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party (or with respect to AOI, the Sellers, Pubco or Merger Sub).

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of EDOC and AOI; (ii) by either EDOC or AOI if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by AOI for EDOC’s material uncured breach of the Business Combination Agreement, if the breach would result in the failure of the related Closing condition; (iv) by EDOC for the material uncured breach of the Business Combination Agreement by AOI, Pubco, Merger Sub or any Seller, if the breach would result in the failure of the related Closing condition; (v) by EDOC if there has been a Material Adverse Effect with respect to the Target Companies taken as a whole since the date of the Business Combination Agreement which is uncured and continuing; or (vi) by either EDOC or AOI if EDOC holds an extraordinary general meeting of its shareholders to approve the Business Combination Agreement and the Transactions and such approval is not obtained.

If the Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.

In the event the Business Combination Agreement is terminated by EDOC as a result of a material breach by AOI, Pubco, Merger Sub or any Seller, or by AOI as a result of a material breach of EDOC, the breaching party will pay a termination fee of $250,000 to the non-breaching party, as liquidated damages.

Trust Account Waiver and Releases

AOI, Pubco, Merger Sub, the Seller Representative and each of the Sellers have agreed, for no consideration, that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom directly or indirectly to EDOC’s shareholders).

Each Seller, on behalf of itself and its affiliates that own shares of such Seller, provided a general release of AOI and its subsidiaries, effective as of the Closing, other than its rights under the Business Combination Agreement and the Ancillary Documents and certain other customary exceptions.

Governing Law and Arbitration

The Business Combination Agreement is governed by New York law and, subject to the required arbitration provisions, the parties are subject to exclusive jurisdiction of federal and state courts located in New York County, State of New York (and any appellate courts thereof).

Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under the Business Combination Agreement) arising out of, related to, or in connection with the Business Combination Agreement or the transactions contemplated thereby (a “Dispute”) will be governed as follows. A party must, in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within forty-five (45) days of the notice of such Dispute being received by such other parties subject to such Dispute (the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within forth-five (45) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that cannot be resolved during the Resolution Period shall immediately be referred to mediation conducted by the Brisbane Supreme Court in Brisbane, Australia. Any Dispute that is not resolved through mediation may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures (as defined in the AAA Procedures) of the Commercial Arbitration Rules of the AAA.

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The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.

Business Combination Agreement Amendment No. 1

On March 31, 2023, EDOC, AOI, the Purchaser Representative and Merger Sub entered into Business Combination Agreement Amendment No. 1, which Minimum Cash Condition was waived upon mutual agreement of Pubco and EDOC pursuant to the Minimum Cash Condition Waiver effective as of January 12, 2024.

Business Combination Agreement Amendment No. 1 revises certain conditions to the closing of the Business Combination to add the Minimum Cash Condition of $10,000,000.

Business Combination Agreement Amendment No. 2

On December 7, 2023, EDOC, AOI, the Purchaser Representative and Merger Sub entered into Business Combination Agreement Amendment No. 2.

Business Combination Agreement Amendment No. 2 revises the Business Combination to extend the Outside Date (as defined in the Business Combination) to March 31, 2024.

Related Agreements

Lock-Up Agreements

Certain Sellers entered into a Lock-Up Agreement with the Purchaser Representative and, upon execution of a joinder, Pubco (each, a “Lock-Up Agreement”) with regard to the Exchange Shares to be received by such Seller. These sellers were JSKS Enterprises Pty Ltd., which entered into a Lock-Up Agreement for 1,936,865 shares owned at that time representing 75.0% of shares of AOI (presently, 1,816,865 shares representing 70.35%), and KGV Global FZE, which entered into a Lock-Up Agreement for 561,949 shares owned at that time representing 21.76% of shares of AOI (presently, 526,949 shares representing 20.42%).

In such Lock-Up Agreements, which are identical including with regards to terms and duration, each Seller agreed that such Seller will not, (A) with respect to 50% of such Seller’s Exchange 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 Pubco 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 Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property) and (B) and with respect to the remaining 50% of such Seller’s Exchange 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 Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco 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 Seller’s Exchange 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 Seller’s Exchange Shares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

Each holder also agreed that the Escrow Shares will continue to be subject to such transfer restrictions until they are released from the Escrow Account. However, each Seller is allowed to transfer any of its Exchange Shares (other than the Escrow Shares while they are held in the Escrow Account ) by gift, will or intestate succession or to any immediate family member (or related trust), trustor or trust beneficiary, as a distribution to equity holders upon liquidation or to an affiliate or pursuant to a court order or settlement agreement in divorce; provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the Lock-Up Agreement.

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Non-Competition Agreements

Certain executives of AOI (each, a “Restricted Person”) entered into a Non-Competition and Non-Solicitation Agreement (each, a “Non-Competition Agreement”) in favor of Pubco, EDOC and AOI and their respective present and future affiliates, successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Under each Non-Competition Agreement, for a period of three (3) years after the Closing (such period, the “Restricted Period”), each Restricted Person agreed that he will not and will not permit his affiliates to, without Pubco’s prior written consent, directly or indirectly engage in the business of processing, manufacturing and selling non-GMO (non-genetically modified organisms) oilseeds and organic and non-organic food-grade oils (the “Business”) (other than through a Covered Party) or own, manage, finance or control, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business anywhere in the Australia, United States, India, Malaysia, Singapore, China, Japan, New Zealand.

However, such Restricted Person and his affiliates will be permitted under its Non-Competition Agreement to own passive investments of less than 2% of the total issued and outstanding equity interests of a competitor that is publicly traded, so long as such Restricted Person and his affiliates and immediate family members are not directly or indirectly involved in the management or control of such competitor. Under each Non-Competition Agreement, the Restricted Person thereto and his affiliates will also be subject to certain non-solicitation and non-interference obligations during the Restricted Period with respect to the Covered Parties’ respective (i) employees, consultants and independent contractors, (ii) customers or clients, and (iii) vendors, suppliers, distributors, agents or other service providers. Each such Restricted Person will also be subject to non-disparagement provisions regarding the Covered Parties and confidentiality obligations with respect to the confidential information of the Covered Parties.

Sponsor Support Agreement

EDOC, the Sponsor, Pubco, upon execution of a joinder agreement to become party thereto, entered into the Sponsor Support Agreement. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed to (i) vote its EDOC Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement and the Transactions, (ii) certain restrictions on transfer of its shares of EDOC and (iii) waive its anti-dilution protection upon conversion of its Founder Shares.

Insider Letter Amendment

On December 5, 2022, EDOC, the Sponsor, Pubco, upon execution of a joinder, and certain insiders of EDOC, agreed to amend the Letter Agreement, dated as of November 9, 2020 by and among EDOC, the Sponsor and certain insiders of EDOC (the “Insider Letter Amendment”), pursuant to which Pubco will assume, and EDOC assign, certain rights and obligations of EDOC thereunder with respect to the Pubco securities to be issued at the Closing in exchange for the ordinary shares, warrants and rights of EDOC.

Arena Investment

On August 23, 2023, Pubco executed a Securities Purchase Agreement (the “Securities Purchase Agreement”), attached as Exhibit 10.30 to the registration statement of which this proxy statement/prospectus forms a part, with AOI, EDOC and Arena Investors, LP, a Delaware limited partnership (the “PIPE Investor”). Pursuant to the terms and conditions of the Securities Purchase Agreement, the PIPE Investor agreed to purchase redeemable debentures (the “Debentures”) and warrants (the “Arena Warrants”) of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the Closing. The Securities Purchase Agreement contemplates funding of the investment (the “Investment” or the “PIPE”) across three tranches:

(i)     the first closing amount of $2,000,000 will be invested upon the Closing of the Business Combination, which will be the first closing date of the Investment (the “First Closing Date”), in exchange for a Debenture to be issued by Pubco for the principal amount of $2,222,222, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof;

(ii)     the second closing amount of $2,500,000 will be invested on the 60th trading day following the First Registration Statement Effectiveness Date filed by Pubco after the Closing of the Business Combination, which will be the second closing date of the Investment (the “Second Closing Date”), in exchange for a Debenture to be issued by Pubco for the principal amount of $2,777,777, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof provided that all conditions to the PIPE Investor’s obligation set forth in Section 3.2(a) of the Securities Purchase Agreement and Pubco’s

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obligation set forth in Section 3.2(b) have been satisfied or waived on or prior to the Second Closing Date and the respective obligations to consummate the Second Closing shall be contingent on the satisfaction of the following additional conditions, unless the parties mutually agree to waive any such condition: (1) the 30-Day VWAP of the Pubco Ordinary Shares as of the last trading day immediately preceding the 60th calendar day following the First Registration Statement Effectiveness Date is greater than $3.00 per share, and (2) the median daily turnover of the Pubco Ordinary Shares on Pubco’s principal trading market for the thirty (30) consecutive trading day period ended as of the last trading day immediately preceding the 60th calendar day following the First Registration Statement Effectiveness Date is greater than $200,000; and

(iii)   the third closing amount of $2,500,000 will be invested on the 60th trading day following the Second Registration Statement Effectiveness Date filed by Pubco, which will be the third closing date of the Investment (the “Third Closing Date”), in exchange for a Debenture to be issued by Pubco for the principal amount of $2,777,777, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof provided that all conditions to the PIPE Investor’s obligation set forth in Section 3.3(a) of the Securities Purchase Agreement and Pubco’s obligation set forth in Section 3.3(b) have been satisfied or waived on or prior to the Third Closing Date and the respective obligations to consummate the Third Closing shall be contingent on the satisfaction of the following additional conditions, unless the Parties mutually agree to waive any such condition: (1) the 30-Day VWAP of the Pubco Ordinary Shares as of the last trading day immediately preceding the 60th calendar day following the Second Registration Statement Effectiveness Date is greater than $3.00 per share, and (2) the median daily turnover of the Pubco Ordinary Shares on Pubco’s principal trading market for the thirty (30) consecutive trading day period ended as of the last trading day immediately preceding the 60th calendar day following the Second Registration Statement Effectiveness Date is greater than $200,000.

Share Transfer Agreement

On October 27, 2023, the Sponsor and Pubco entered into a share transfer agreement (the “Share Transfer Agreement”), pursuant to which the Sponsor agreed to transfer to Pubco, on the date of the Closing, 200,000 Pubco Ordinary Shares to be received pursuant to the Business Combination.

Arc Letter Agreement

On February 16, 2022, AOI entered into a letter agreement (the “Arc Letter Agreement”) with ARC Group Limited (“ARC”), pursuant to which ARC agreed to act as its exclusive financial advisor and to provide transactional and financial advisory services, including review of due diligence, advisory services with respect to potential mergers and acquisition transactions with a special purpose acquisition company (“SPAC”), and preparation of marketing materials for a minimum period of 18 months. Under the Arc Letter Agreement, AOI agreed to pay ARC (i) cash compensation of $200,000, to be paid in installments on or before AOI signing an exclusive binding agreement to merge with a SPAC, and (ii) 3% of the total transactional value in form of shares of AOI upon the consummation of AOI’s merger with a SPAC. Pursuant to the Arc Letter Agreement, AOI is not permitted to enter or execute any agreement or understanding with any party but ARC to perform any of the services described in the Arc Letter Agreement until two years from the execution date of the Arc Letter Agreement or until the termination of this agreement.

Underwriting Fees

The cash fees paid to I-Bankers in connection with the IPO, which will not be adjusted on the basis of the number of redemptions by Public Shareholders at the Closing, totaled $1,575,000.

The following table illustrates the effective underwriter cash fee on a percentage basis for Public Shares at each redemption level identified below, based on 816,207 Public Shares outstanding.

(in thousands, except share amounts)

 

No Additional
Redemptions

 

25%
Redemption

 

50%
Redemption

 

75%
Redemption

 

Maximum
Redemptions

Unredeemed public shares (excluding converted rights)

 

 

816,207

 

 

 

612,155

 

 

 

408,104

 

 

 

204,052

 

 

 

 

Trust proceeds to AOI

 

$

9,520,504

 

 

$

7,140,378

 

 

$

4,760,252

 

 

$

2,380,126

 

 

$

 

Underwriter Cash Fee

 

$

1,575,000

 

 

$

1,575,000

 

 

$

1,575,000

 

 

$

1,575,000

 

 

$

1,575,000

 

Effective Underwriter
Cash Fee (%)

 

 

16.5

%

 

 

22.1

%

 

 

33.1

%

 

 

66.2

%

 

 

%

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of EDOC and AOI. These statements are based on the beliefs and assumptions of the management of EDOC and AOI. Although EDOC and AOI believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither EDOC nor AOI can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements about:

        the benefits from the Business Combination;

        EDOC’s ability to consummate the Business Combination or, if EDOC does not complete the Business Combination, any other initial business combination;

        any satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary Closing conditions (including the existence of no material adverse effect at EDOC or AOI and receipt of certain shareholder approvals contemplated by this proxy statement/prospectus);

        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

        Pubco’s ability to initially list, and once listed, maintain the listing of the Pubco Ordinary Shares on Nasdaq following the Business Combination;

        the financial and business performance of Pubco, including financial projections and business metrics and any underlying assumptions thereunder;

        AOI’s future financial performance following the Business Combination, including any expansion plans and opportunities;

        AOI’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination or any other initial business combination;

        AOI’s ability to scale in a cost-effective manner;

        developments and projections relating to AOI’s competitors and industry;

        the impact of health epidemics, including the COVID-19 pandemic, on AOI’s business and the actions AOI may take in response thereto;

        AOI’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

        expectations regarding the time during which AOI will be an emerging growth company under the JOBS Act;

        changes in AOI’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;

        agency to assure an understanding of regulations as they evolve;

        the implementation, market acceptance and success of AOI’s business model;

        EDOC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with EDOC’s business or in approving the Business Combination;

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        the ability of EDOC and AOI to consummate any financing concurrently with the consummation of the Business Combination or otherwise in the future;

        the use of proceeds not held in the Trust Account or available to EDOC from interest income on the Trust Account balance;

        AOI’s expectations surrounding capital requirements as it seeks to build its customer base;

        AOI’s expectations surrounding the insurance it will maintain going forward;

        AOI’s ability to achieve its future business plans;

        AOI’s ability to participated in demand globally for sustainable premium cold pressed and NON-GMO oil, protein meal for feed stock and plant based meat substitutes;

        AOI’s plans to expand its existing oil processing plant and to build an additional larger multi-seed crushing plant in Queensland after the Closing of the Business Combination to become the largest cold-pressed producer in the Oceanic/APAC region;

        AOI’s ability to launch additional product lines and compete effectively with respect to its competitors; and

        AOI’s ability to increase production to meet demand and reach its revenue goals while still maintaining quality and its commitment to a sustainable product and methods.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of 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.

In addition, statements that EDOC or AOI “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either EDOC or AOI has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause EDOC’s actual results to differ include:

        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

        the outcome of any legal proceedings that may be instituted against EDOC, AOI or others following announcement of the Business Combination and the transactions contemplated therein;

        the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the shareholders of EDOC or AOI or other conditions to Closing in the Business Combination Agreement;

        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of Pubco to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

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        costs related to the proposed Business Combination;

        the possibility that EDOC or AOI may be adversely impacted by other economic, business, and/or competitive factors;

        future exchange and interest rates;

        the significant uncertainty created by the COVID-19 pandemic;

        AOI is highly dependent on the services of its executive officers;

        AOI may experience difficulties in managing its growth and expanding its operations;

        the success of AOI’s business will be highly dependent on its ability to market and sell its productions effectively;

        AOI may face risks and uncertainties associated with production, which may have a material adverse effect on its business;

        consumer goods and agricultural products are subject to production and delivery delays, crop failures, damage or destruction during shipping, the occurrence of which can materially and adversely affect AOI’s operations; and

        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by EDOC or Pubco.

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QUESTIONS AND ANSWERS

Q.

 

Why am I receiving this proxy statement/prospectus?

 

A. EDOC and AOI have agreed to conduct a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. EDOC’s shareholders are being asked to vote to approve the Business Combination Agreement and the Transactions contemplated thereby, among other matters. The Business Combination Agreement provides for, among other things, (a) Merger Sub will merge with and into EDOC, with EDOC continuing as the surviving entity, as a result of which, (i) EDOC shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of EDOC immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the issuance to the holder thereof of a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of AOI from the Sellers in exchange for Pubco Ordinary Shares. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q.

 

When and where is the Meeting?

 

A. The Meeting will be held at [            ] on [            ], 2024, at [            ] a.m., Eastern Time. EDOC will also be hosting the Meeting via live webcast on the Internet.

Q.

 

Can I attend the Meeting in person?

 

A. Yes. The Meeting will be held at [            ]. EDOC will also be hosting the Meeting via live webcast on the Internet. The Meeting will start at [            ] a.m. Eastern Time, on [            ], 2024. Any shareholder can listen to and participate in the Meeting live via the Internet at [___________] with the password of [            ].

Q.

 

What do I need in order to be able to participate in the Meeting online?

 

A. You can attend the Meeting via the Internet by visiting [___________] with the password of [            ]. You will need the voter control number included on your proxy card in order to be able to vote your shares electronically during the Meeting.

Q.

 

What is being voted on at the Meeting?

 

A. EDOC’s shareholders are being asked to vote to approve the NTA Proposal. See the section entitled “The NTA Proposal.” The NTA Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will not be presented to shareholders at the Meeting.

The shareholders of EDOC are also being asked to consider and vote upon the Business Combination Proposal, which includes, among other things, the approval of the Business Combination Agreement and Transactions contemplated thereby, including the Merger, as well as authorization of the Plan of Merger. See the section entitled “The Business Combination Proposal.” The Business Combination Proposal is conditioned on the approval of the Condition Precedent Proposals. Therefore, if the Condition Precedent Proposals are not approved, then the Business Combination may not be consummated.

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The shareholders of EDOC are also being asked to consider and vote upon a proposal to approve, in connection with the Business Combination, the replacement of Pubco’s current memorandum and articles of association with the Proposed Memorandum and Articles, immediately prior to consummation of the Business Combination. See the section entitled “The Memorandum and Articles Proposal.” The Memorandum and Articles Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Memorandum and Articles Proposal will not be presented to EDOC’s shareholders at the Meeting. The Memorandum and Articles Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals described below.

       

The shareholders of EDOC are also being asked to consider and vote upon a proposal to approve, on an advisory and non-binding basis, five separate proposals to approve certain governance provisions in the Proposed Memorandum and Articles. These separate votes are not otherwise required by Cayman Islands laws but are required by SEC guidance that shareholders have the opportunity to present their views on important corporate governance provisions. See the section entitled “The Organizational Documents Advisory Proposals.

The shareholders of EDOC are also being asked to consider and vote upon a proposal to approve the Incentive Plan. See the section entitled “The Equity Incentive Plan Proposal.” The Equity Incentive Plan Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Equity Incentive Plan Proposal will not be presented to shareholders at the Meeting.

EDOC’s shareholders are also being asked to consider and vote upon a proposal to elect, effective at Closing, five (5) directors to serve on Pubco’s board of directors until the 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified. See the section entitled “The Director Election Proposal.” The Director Election Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Director Election Proposal will not be presented to shareholders at the Meeting.

       

In addition to the foregoing proposals, EDOC’s shareholders are also being asked to consider and vote upon a proposal, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of Nasdaq, to approve the issuance of Pubco Ordinary Shares pursuant to (a) the Business Combination, (b) a proposed $50,000,000 ELOC arrangement that Pubco intends to enter into on the closing of the Business Combination, and (c) the Debentures and the Arena Warrants. See the section entitled “The Nasdaq Proposal.” The Nasdaq Proposal is a Condition Precedent Proposal and is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Nasdaq Proposal will not be presented to shareholders at the Meeting.

The shareholders are also being asked to consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary or desirable, at the determination of the EDOC Board. See the section entitled “The Adjournment Proposal.

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EDOC will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.

 

Why is EDOC proposing the NTA Proposal?

 

A. The adoption of the proposed amendments to remove the net asset test limitation from the Existing Organizational Documents is being proposed in the NTA Proposal in order to facilitate the consummation of the Business Combination, by removing the limitation on EDOC’s ability to consummate an initial business combination if EDOC would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination. The purpose of the net asset test limitation was initially to ensure that the EDOC Ordinary Shares were not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act prior to an initial business combination. Because AOI has had an average revenue of at least $6,000,000 for the prior three years, the Pubco Ordinary Shares would not be deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act, EDOC is presenting the NTA Proposal so that the parties may consummate the Business Combination even if EDOC does not have at least $5,000,001 in net tangible assets prior to or upon consummation of the Business Combination.

Q.

 

Why is EDOC proposing the Transactions?

 

A. EDOC was incorporated on August 20, 2020, as a Cayman Islands exempted company, to effect a merger, share reconstruction or amalgamation, asset or share acquisition or other similar business combination with one or more businesses or entities.

EDOC completed its Initial Public Offering of Public Units on November 12, 2020, with each Public Unit consisting of one EDOC Class A Ordinary Share, one Warrant, each whole warrant exercisable into to one-half of EDOC Class A Ordinary Share at a price of $11.50 and one Public Right, each entitling the holder thereof to receive one-tenth (1/10) of one EDOC Class A Ordinary Share upon EDOC’s completion of its initial business combination. The sale of the Public Units raised $90,000,000 and the private placement of Private Units raised total gross proceeds of $4,790,000. A total of $91,530,000 from the proceeds of the Public Units and Private Units was placed in the Trust Account contemporaneous to the closing of the IPO. As of December 22, 2023, the Trust Account balance was approximately $9.51 million and, following the redemptions, there were 816,207 Public Shares outstanding as of the date hereof. Since the Initial Public Offering, EDOC’s activity has been limited to the search and evaluation of and negotiation with business combination candidates.

       

Since EDOC’s incorporation, the EDOC Board has sought to identify suitable candidates in order to effect such transaction. In its review of AOI, the EDOC Board considered a variety of factors weighing positively and negatively in connection with the Transactions. After careful consideration, the EDOC Board has determined that the Transactions present a highly attractive business combination opportunity and is in the best interests of EDOC. The EDOC Board believes that, based on its review and consideration, the Transactions present an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the EDOC will be achieved. Shareholder approval of the Business Combination is required by the Companies Act, the Business Combination Agreement and the Existing Organizational Documents as well as to comply with Nasdaq Listing Rule 5635.

       

See the section entitled “The Business Combination Proposal — EDOC’s Board of Directors’ Reasons for Approval of the Business Combination.

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Q.

 

What will happen to EDOC’s Securities upon consummation of the Business Combination?

 

A. The EDOC Ordinary Shares, the EDOC Rights and the EDOC Warrants are currently listed on Nasdaq under the symbols “ADOC”, “ADOCR” and “ADOCW”, respectively. Pubco intends to apply to list the Pubco Ordinary Shares and Pubco Warrants on Nasdaq under the symbols “COOT” and “COOTW,” respectively, upon the closing of the Business Combination. Pubco will not have units traded following the closing of the Business Combination, at which time each EDOC Unit will have separated into its component securities.

       

While trading on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that Pubco Ordinary Shares or Pubco Warrants will be listed on Nasdaq or it they are, that a viable and active trading market will develop. See “Risk Factors” for more information.

Q.

 

Why is EDOC providing shareholders with the opportunity to vote on the Business Combination?

 

A. Pursuant to the Business Combination Agreement, the approval of the EDOC shareholders is a condition to Closing. In addition, under its Existing Organizational Documents, EDOC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of EDOC’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business reasons and pursuant to Cayman law requirements, EDOC has elected to structure the Business Combination in such a way as to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, EDOC is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the consummation of the Business Combination. In addition to the Business Combination Proposal, the EDOC Shareholders are being asked to vote upon the NTA Proposal, the Memorandum and Articles Proposals, the Organizational Documents Advisory Proposals, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal. If each of the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal are passed, EDOC Shareholders are being asked to vote upon the NTA Proposal.

The Adjournment Proposal will be presented to the holders of the issued and outstanding EDOC Ordinary Shares only if the chairman of the Meeting deems it necessary or appropriate, including, if necessary, to permit further solicitation and vote of proxies if necessary or desirable, at the determination of the EDOC Board.

Q.

 

Are the proposals conditioned on one another?

 

A. The Business Combination Proposal is conditioned on approval of the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”). If EDOC’s shareholders do not approve the Business Combination Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal, then the Business Combination may not be consummated.

Unless the Business Combination Proposal is approved, the NTA Proposal, the Memorandum and Articles Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal will not be presented to the shareholders of EDOC at the Meeting. In addition, as required by applicable SEC guidance, to give shareholders the opportunity to present their views on important corporate governance provisions, EDOC is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Advisory Proposals to approve certain governance provisions contained in the Proposed Memorandum and Articles

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that materially affect shareholder rights, and will be adopted if the Memorandum and Articles Proposal is approved by the shareholders and the Business Combination is consummated. See the section entitled “The Memorandum and Articles Proposal.” None of the NTA Proposal, the Business Combination, the adoption of the Incentive Plan contemplated by the Equity Incentive Plan Proposal, the adoption of the Proposed Memorandum and Articles, the election of the directors contemplated by the Director Election Proposal or the Nasdaq Proposal is conditioned on the approval of the Organizational Documents Advisory Proposals.

       

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite votes for approval, then EDOC will not consummate the Business Combination. If EDOC does not consummate the Business Combination and fails to complete an initial business combination by May 12, 2024, or such later time as may be approved by EDOC’s shareholders, then EDOC will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Shareholders and the EDOC Warrants and EDOC Rights will expire worthless.

On February 9, 2023, EDOC’s shareholders approved an amendment to its Existing Organizational Documents (the “Extension Amendment”). The Extension Amendment extends the date by which EDOC must consummate its initial business combination from February 12, 2023 to August 12, 2023 (or such earlier date as determined by the EDOC Board), provided the Company deposits $0.05 per month into the Trust Account for each outstanding Public Share on or before the 12th day of each extension month.

On August 10, 2023, EDOC’s shareholders approved an additional amendment to its Existing Organizational Documents (the “Second Extension Amendment”). The Second Extension Amendment extends the date by which EDOC must consummate its initial business combination from August 12, 2023 to November 12, 2023 (or such earlier date as determined by the EDOC Board), provided the Company deposits $0.05 per month into the Trust Account for each outstanding Public Share on or before the 12th day of each extension month.

On November 6, 2023, EDOC’s shareholders approved an additional amendment to its Existing Organizational Documents (the “Third Extension Amendment”). The Third Extension Amendment extends the date by which EDOC must consummate its initial business combination from November 12, 2023 to May 12, 2024 (or such earlier date as determined by the EDOC Board), provided that EDOC deposits $0.05 per month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024 for each outstanding Public Share on or before the 12th day of each extension month.

Q.

 

What will happen in the Business Combination?

 

A. At the Closing, (a) Merger Sub will merge with and into EDOC, with EDOC continuing as the surviving entity (the “Merger”), as a result of which, (i) EDOC shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of EDOC immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of AOI from the Sellers in exchange for ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”) (the “Share Exchange”, and collectively with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents, the “Transactions” or the “Business Combination”).

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Additionally, at the Closing, the following shall occur with respect to EDOC’s outstanding securities: (i) each of EDOC’s issued and outstanding Units will be automatically detached and the holder thereof shall be deemed to hold one EDOC Class A Ordinary Share, one EDOC Warrant and one EDOC Right, which underlying EDOC Securities shall be converted in accordance with the applicable terms of the Business Combination Agreement; (ii) each of EDOC’s issued and outstanding Ordinary Shares will be converted automatically into one Pubco Ordinary Share; (iii) each of EDOC’s issued and outstanding Public Warrants will be automatically converted into one Pubco Public Warrant and each outstanding EDOC Private Warrant shall be automatically converted into one Pubco Private Warrant; (iv) each of EDOC’s outstanding rights will be automatically converted into the number of Pubco Ordinary Shares that would have been received by the holder thereof if the Right had been converted upon the consummation of a Business Combination in accordance with EDOC’s Existing Organizational Documents, the IPO Prospectus and the Rights Agreement into EDOC Ordinary Shares. The cash held in the Trust Account and the proceeds from any financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Pubco’s organizational structure chart upon consummation of the Business Combination, please see “The Business Combination Agreement — Transaction and Organizational Structures Prior to and Following Consummation of the Business Combination.

Q.

 

What are the U.S. federal income tax consequences of the Business Combination to me?

 

A. Subject to the discussion below of EDOC Warrants, it is intended that the Merger qualifies as an exchange described in Section 351(a) of the Code. It is the opinion of EDOC’s counsel, Ellenoff Grossman & Schole LLP, that the Merger will qualify as an exchange described in Section 351(a) of the Code. However, there can be no assurance that the U.S. Internal Revenue Service will not successfully challenge this position, and if so then the exchange of EDOC Ordinary Shares for Pubco Ordinary Shares will be a taxable exchange, and the tax consequences described herein will be materially different from those described below. The remainder of this discussion assumes that the transactions described above qualify as an exchange described in Section 351(a) of the Code. Assuming such qualification, a U.S. holder that receives Pubco Ordinary Shares in exchange for EDOC Ordinary Shares in the Merger will not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Ordinary Shares received in the Merger by a U.S. holder should be equal to the adjusted tax basis of the EDOC Ordinary Shares exchanged therefor. The holding period of the Pubco Ordinary Shares should include the holding period during which the EDOC Ordinary Shares exchanged therefor were held by such U.S. holder.

       

If the Merger qualifies only as an exchange governed by Section 351(a) of the Code (and not by Section 368 of the Code), a U.S. holder that receives Ordinary Shares in exchange for EDOC Ordinary Shares and whose EDOC Warrants automatically convert into Pubco Warrants should recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess (if any) of (x) the sum of the fair market values of the Pubco Ordinary Shares and the Pubco Warrants received by such holder over (y) such holder’s aggregate adjusted tax basis in the EDOC Ordinary Shares and EDOC Warrants exchanged therefor) and (ii) the fair market value of the Pubco Warrants received by such holder in such exchange.

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If the Merger qualifies as a “reorganization” as well as a section 351 exchange, a U.S. holder that receives Pubco Ordinary Shares in exchange for EDOC Ordinary Shares and whose EDOC Warrants automatically convert into Pubco Warrants should not recognize any gain or loss upon the exchange. In such case, a U.S. holder’s tax basis in the Pubco Ordinary Shares and the Pubco Warrants received should be equal to the U.S. holder’s basis in the EDOC Ordinary Shares and EDOC Warrants exchanged therefor, and the holding period of the Pubco Ordinary Shares and Pubco Warrants should include the holding period during which the EDOC Ordinary Shares and Warrants exchanged therefor were held by such U.S. holder. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied.

       

Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368 of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Consideration — U.S. Holders — The Business Combination — Application of the Passive Foreign Investment Company Rules to the Transactions.

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Tax Consequences of the Business Combination.”

Q.

 

What conditions must be satisfied or waived to complete the Business Combination?

 

A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of EDOC’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) all consents to be required to be obtained from or made with any governmental authority in order to consummate the Transactions having been made; (v) all consents required to be obtained from or made with any third person (other than a governmental authority) in order to consummate the Transactions that are set forth in the disclosure schedules shall have each been obtained or made; (vi) no pending action brought by a third-party non-affiliate to enjoin or otherwise restrict the consummation of the Closing being outstanding; (vii) EDOC having at least $5,000,001 in net tangible assets upon the Closing, after giving effect to the completion of the Redemption and any PIPE Investment, (viii) the members of the Pubco Board shall having been elected or appointed as of the Closing consistent with the terms of the Business Combination Agreement; (ix) the shareholders of Pubco having amended and restated the memorandum and articles of association of Pubco in form and substance mutually acceptable in good faith to Pubco, EDOC and AOI; (x) each of AOI and EDOC having received evidence reasonably satisfactory to such Party that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing, and Pubco shall not have received any written objection to such determination from the SEC that remains unresolved; (xi) the effectiveness of the Registration Statement; and (xii) the Pubco Ordinary Shares and Pubco Warrants having been approved for listing on Nasdaq.

       

In addition, unless waived by AOI, Pubco and the Seller Representative, the obligations of AOI, Pubco and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of EDOC having been true and correct on and as of the date of the Business Combination Agreement and on and as of

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the Closing Date, subject to certain materiality thresholds; (ii) EDOC and the Purchaser Representative having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to EDOC since the date of the Business Combination Agreement which is continuing and uncured; and (iv) all Ancillary Documents having been executed by each respective party thereto and shall be in full force and effect in accordance with their terms as of the Closing.

Unless waived by EDOC, the obligations of EDOC to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of AOI, Pubco, Merger Sub and the Sellers being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (ii) AOI, Pubco, Merger Sub each Seller and the Seller Representative having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to any Target Company or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by EDOC of employment agreements, effective as of the Closing, in form and substance reasonably acceptable to EDOC and AOI between certain individuals and Pubco, duly executed by the parties thereto; (v) the Non-Competition Agreements and Lock-Up Agreements are in full force and effect; (vi) receipt by EDOC of the Founder Registration Rights Agreement Amendment, duly executed by Pubco; (vii) receipt by EDOC of the Seller Registration Rights Agreement, duly executed by Pubco; (viii) receipt by EDOC of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; (ix) receipt by EDOC of the evidence of the termination of any outstanding options, warrants or other convertible securities of AOI (if any); (x) receipt by EDOC of a duly executed opinion from AOI’s counsel, in form and substance reasonably satisfactory to EDOC, addressed to EDOC and dated as of the Closing Date; and (xi) receipt by EDOC of evidence of the termination of certain related party agreements.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

Q.

 

Did the EDOC board obtain a fairness opinion in determining whether to proceed with the Business Combination?

 

A. No. The EDOC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Pursuant to the IPO Prospectus, EDOC is only required to obtain a fairness opinion to complete an initial business combination with a company that is affiliated with the Sponsor, or EDOC’s officers or directors. Additionally, the EDOC Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The EDOC Board also determined, without seeking a valuation from a financial advisor, that AOI’s fair market value was at least 80% of EDOC’s Trust Account, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the EDOC Board as described above in valuing EDOC’s business and assuming the risk that the EDOC Board may not have properly valued such business.

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Q.

 

What is the PIPE Investment?

 

In connection with the execution of the Business Combination Agreement, on August 23, 2023, AOI, EDOC and Arena Investors, LP, a Delaware limited partnership (the “PIPE Investor”) entered into a Securities Purchase Agreement, the form of which is attached to this proxy statement/prospectus as Exhibit 10.30. Pursuant to the Securities Purchase Agreement, immediately prior to the closing of the Business Combination, the PIPE Investor agreed to purchase redeemable debentures (the “Debentures”) and warrants (the “Arena Warrants”) of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the Closing. The Securities Purchase Agreement contemplates funding of the investment (the “Investment” or the “PIPE”) across three tranches, as described in this proxy statement/prospectus. The obligation of the parties to consummate the PIPE transaction contemplated by the Securities Purchase Agreement is subject to, among other customary closing conditions, the consummation of the Business Combination.

Q.

 

What is the ELOC?

 

In connection with the execution of the Business Combination Agreement, on August 23, 2023, AOI, EDOC and the PIPE Investor entered into a Securities Purchase Agreement, which contains a condition precedent to the closing and funding under the Securities Purchase Agreement that Pubco enter into the Purchase Agreement governing a $50,000,000 ELOC financing with the ELOC Investor, an affiliate of the PIPE Investor. Under the Purchase Agreement, Pubco may not issue or sell Pubco Ordinary Shares to the ELOC Investor, when aggregated with all other Pubco Ordinary Shares beneficially owned by the ELOC Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the ELOC Investor beneficially owning more than 4.99% of the outstanding Pubco Ordinary Shares.

In addition, pursuant to the terms of the Purchase Agreement, Pubco shall prepare and file with the SEC, a registration statement (or multiple registration statements (each, an “ELOC Registration Statement”) registering for resale the Pubco Ordinary Shares issuable under the Purchase Agreement, the initial ELOC Registration Statement of which is expected to be filed within ten days of the Closing of the Business Combination, as Pubco cannot request an advance under the Purchase Agreement until the effectiveness of an ELOC Registration Statement.

Q.

 

What equity stake will current Public Shareholders, the Sponsor and the AOI shareholders and their affiliates hold in Pubco immediately after the completion of the Business Combination?

 

A. Upon the completion of the Business Combination, assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination (prior to giving effect to the Arena PIPE Investment, the ELOC and any warrant exercises), Public Shareholders, the Sponsor and the AOI shareholders will own approximately 7.23%, 9.47% and 78.5% of the outstanding shares of Pubco, respectively, such percentages calculated assuming that the Sellers receive approximately 18,646,643 Pubco Ordinary Shares, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment).

       

If any of the Public Shareholders exercise their redemption rights, the percentage of Pubco’s outstanding Ordinary Shares held by the Public Shareholders will decrease and the percentages of Pubco’s outstanding Ordinary Shares held by the Initial Shareholders and by the Sellers and their affiliates will increase, in each case relative to the percentage held if none of the Public Shares are redeemed and assuming none of the EDOC shareholders exercise their redemption rights in connection with the Meeting. Under the Maximum Redemptions scenario, which assumes that the NTA Proposal is approved by the EDOC shareholders, Public Shareholders, the Sponsor and the AOI shareholders will own approximately 7.23%, 9.47% and 78.5% of the outstanding shares of Pubco,

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respectively, such percentages calculated assuming that the Sellers receive approximately 18,646,643 Pubco Ordinary Shares, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment).

In connection with and prior to the Closing, the Sponsor intends to liquidate its assets by distributing the EDOC Ordinary shares and Private Units held by the Sponsor to its members (the “Sponsor Distribution”).

       

If any of the Public Shareholders redeem their Public Shares at Closing but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of December 22, 2023 of $0.012, would be approximately $108,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Pubco Ordinary Shares in connection with the Business Combination, the percentage ownership of Pubco by Public Shareholders that do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding Pubco Ordinary Shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

       

The following table illustrates varying beneficial ownership levels in Pubco, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no additional redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:

Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof) is set forth in the following table (without inclusion of the Warrant Shares or the Pubco Warrant Shares potentially issued pursuant to the $50 million ELOC):

 

No Additional Redemptions

 

%

 

25% Redemptions

 

%

 

50% Redemptions

 

%

 

75% Redemptions

 

%

 

Maximum Redemptions

 

%

EDOC Public Shareholders

 

1,716,207

 

5.0

%

 

1,512,155

 

4.4

%

 

1,308,104

 

3.9

%

 

1,104,052

 

3.3

%

 

900,000

 

2.7

%

EDOC Sponsor’s Founder Shares(8)

 

1,485,153

 

4.3

%

 

1,485,153

 

4.3

%

 

1,485,153

 

4.4

%

 

1,485,153

 

4.4

%

 

1,485,153

 

4.4

%

Backstop Investor Founder Shares(8)

 

564,847

 

1.6

%

 

564,847

 

1.7

%

 

564,847

 

1.7

%

 

564,847

 

1.7

%

 

564,847

 

1.7

%

Sponsor and I-Bankers Private Units

 

526,900

 

1.5

%

 

526,900

 

1.5

%

 

526,900

 

1.6

%

 

526,900

 

1.6

%

 

526,900

 

1.6

%

Representative Shares

 

75,000

 

0.2

%

 

75,000

 

0.2

%

 

75,000

 

0.2

%

 

75,000

 

0.2

%

 

75,000

 

0.2

%

Advisory Shares

 

622,832

 

1.8

%

 

615,578

 

1.8

%

 

608,323

 

1.8

%

 

601,069

 

1.8

%

 

593,814

 

1.8

%

AOI Shareholders

 

18,646,643

 

54.3

%

 

18,646,643

 

54.6

%

 

18,646,643

 

54.8

%

 

18,646,643

 

55.2

%

 

18,646,643

 

55.7

%

Shares underlying Sponsor note conversion

 

107,500

 

0.3

%

 

107,500

 

0.3

%

 

107,500

 

0.3

%

 

107,500

 

0.3

%

 

107,500

 

0.3

%

         

 

       

 

       

 

       

 

       

 

Potential sources of dilution:

       

 

       

 

       

 

       

 

       

 

         

 

       

 

       

 

       

 

       

 

Public Warrants

 

4,500,000

 

13.2

%

 

4,500,000

 

13.2

%

 

4,500,000

 

13.2

%

 

4,500,000

 

13.3

%

 

4,500,000

 

13.4

%

Private Warrants

 

239,500

 

0.7

%

 

239,500

 

0.7

%

 

239,500

 

0.7

%

 

239,500

 

0.7

%

 

239,500

 

0.7

%

Representative Warrants

 

450,000

 

1.3

%

 

450,000

 

1.3

%

 

450,000

 

1.3

%

 

450,000

 

1.3

%

 

450,000

 

1.3

%

Warrant Shares First Closing Date(1)(2)(3)

 

51,488

 

0.1

%

 

51,488

 

0.2

%

 

51,488

 

0.2

%

 

51,488

 

0.2

%

 

51,488

 

0.2

%

Warrant Shares Second Closing Date(1)(2)(4)

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

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No Additional Redemptions

 

%

 

25% Redemptions

 

%

 

50% Redemptions

 

%

 

75% Redemptions

 

%

 

Maximum Redemptions

 

%

Warrant Shares Third Closing Date(1)(2)(4)

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

 

64,360

 

0.2

%

Debenture Shares(2)(5)

 

720,831

 

2.1

%

 

720,831

 

2.1

%

 

720,831

 

2.1

%

 

720,831

 

2.1

%

 

720,831

 

2.1

%

ELOC Commitment Shares(6)

 

111,112

 

0.3

%

 

111,112

 

0.3

%

 

111,112

 

0.3

%

 

111,112

 

0.3

%

 

111,112

 

0.3

%

ELOC Pubco Ordinary Shares(7)

 

4,444,445

 

12.9

%

 

4,444,445

 

13.0

%

 

4,444,445

 

13.1

%

 

4,444,445

 

13.2

%

 

4,444,445

 

13.2

%

Total fully diluted shares outstanding

 

34,391,178

 

100.0

%

 

34,179,872

 

100.0

%

 

33,968,566

 

100.0

%

 

33,757,260

 

100.0

%

 

33,545,953

 

100.0

%

____________

(1)      The maximum number of Warrant Shares that could be exercised under each Warrant cannot be quantified because the formula to determine the number of Warrant Shares available to the PIPE Investor requires the availability of the three (3) lowest daily VWAP for the Ordinary Shares during the 10-consecutive trading day period ended on the last trading day immediately preceding the Debenture’s closing date, which is an unknown variable. Each Warrant will allow the Warrant holder to purchase such number of Warrant Shares equal to 25% of the total principal amount of the applicable Debenture divided by 92.5% of the average of the Ordinary Shares’ three (3) lowest daily VWAP during the 10-consecutive trading day period ended on the last trading day immediately preceding the Debenture’s closing date.

(2)      For purposes of these calculations, AOI used EDOC’s VWAP for the ten trading days preceding November 20, 2023, as summarized in the table below, for illustration purposes only, which is purely hypothetical and actual results will differ. Post-closing of the Business Combination, or during a bearish market, there is often more pressure to sell stock, leading to a downward trend on the stock price, which could lead to a substantially lower price stock price than the recent share price used in this hypothetical. To the extent the post-Closing share price for the Pubco Ordinary Shares is substantially lower, the computation of the three (3) lowest daily VWAP for the Pubco Ordinary Shares during the 10-consecutive trading day period ended on the last trading day immediately preceding the Debenture’s closing date would yield a greater number of shares to the PIPE Investor. For purposes of the table, recent EDOC shares prices were used. The three lowest daily VWAP during this 10-consecutive trading day period were $11.55, $11.57 and $11.67, which yielded a VWAP of $11.67, and 92.5% of which yielded $10.79. If the three lowest daily VWAP during this 10-consecutive trading day period is lower than the amounts used in this scenario, the number of Ordinary Shares to be issued to the PIPE Investor would be higher leading to additional dilution to existing shareholders of Pubco.

Trading Day

 

EDOC VWAP

 

Trading Day