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February 8, 2023
Gary Seaton
Chairman and CEO
Australian Oilseeds Holdings Limited
126-142 Cowcumba Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Re:Australian Oilseeds Holdings Limited
Draft Registration Statement on Form F-4
Submitted January 10, 2023
CIK No. 0001959994
Dear Gary Seaton:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted January 10, 2023
Industry and Market Data, page 1
1.We note the disclosure in the first paragraph of this section regarding third parties.  Please
clarify whether you commissioned any of the third-party data presented in your
registration statement. To the extent that you commissioned any such data, please provide
the consent of the third party in accordance with Rule 436.
Lock-Up Agreements, page 12
2.Please revise to specify the number and percentage of shares subject to the lock-up
agreements and break out this disclosure by the varying durations of the respective

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agreements.
Underwriting Fees, page 13
3.Based on the amount of trust proceeds recorded in EDOC's historical financial statements
as of December 31, 2022, please revise the amounts presented in the table since it does not
appear they appropriately reflect the amount of trust proceeds that could be available to
AOI.
Questions and Answers, page 17
4.Please include a Question and Answer as to what interests I-Bankers Securities, Inc. has in
the Business Combination.
What are the U.S. federal income tax consequences of the Business Combination to me?, page 21
5.We note you disclose that it is “intended that the Merger qualifies as an exchange
described in Section 351(a) of the Code."  If there is uncertainty regarding the tax
treatment of the business combination, counsel’s opinion should discuss the degree of
uncertainty and make clear why it cannot give a firm opinion. Please advise or revise. For
guidance, see Section III of Staff Legal Bulletin No. 19.
Nasdaq Proceedings, page 33
6.Please update the disclosure in this section. For example, clarify whether a plan of
compliance was submitted to the Panel on or before January 12, 2023 and disclose when
EDOC filed a Definitive Proxy Statement on Schedule 14A to ask shareholders for an
extension to complete an initial business combination.
Summary of the Proxy Statement/Prospectus
The Parties
EDOC, page 34
7.Please quantify and disclose the amount of IPO proceeds raised by EDOC and the total
amount of cash redemptions by EDOC stockholders that have occurred as of the most
recent date practicable.
Transaction and Organizational Structures, page 35
8.We note the organizational structures depicted in the Pre and Post Business Combination
diagrams indicate there will be changes in the ownership of CQ Oilseeds Pty Ltd and
Good Earth Oils Pty Ltd subsequent to the Business Combination; however, it is not clear
how the changes in the ownership of these entities will occur or how the related
transactions that result in these changes are or will be presented and accounted for in the
historical and pro forma financial statements.  Please clarify or revise.

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Post-Business Combination Corporate Structure, page 37
9.Please revise your chart to reflect the organizational jurisdictions for each entity reflected.
10.Please revise to reflect who owns the remaining ownership interest in Cowcumbla
Investments Pty Ltd.
Interests of EDOC's Initial Shareholders, Directors and Officers, page 41
11.In your next amendment, please fill in the missing information as of the most recent
practicable date.
Anticipated Accounting Treatment, page 44
12.Due to the fact that the registrant’s historical financial statement are prepared in
accordance with IFRS, the disclosure here and, in other parts of the filing (for example, on
page 99), that the Business Combination will be accounted for as a reverse merger in
accordance with U.S. GAAP does not appear to be accurate and is not consistent with
disclosures in the pro forma financial statements.  Please clarify or revise.
Selected Historical Financial Information of AOI, page 48
13.You disclose the selected historical financial information is derived from AOI’s audited
financial statements as of and for the years ended June 2022 and 2021 and AOI’s
unaudited financial statements as of and for the three months ended September 30, 2022
and 2021; however, it does not appear these financial statements are included in the
filing.  Please clarify.
Risk Factors, page 52
14.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
15.Please revise to include the risk factors reflected on pages 44-46.
The Sponsor, EDOC's directors, officers advisors and their affiliates, page 57
16.We note the disclosure on pages 57 and 173 that shareholders have agreed to waive their
redemption rights.   Please describe any consideration provided in exchange for this
agreement.
We are significantly dependent on the revenues from the sale of our products, page 71
17.We note your disclosure that for fiscal years 2022 and 2021, you derived approximately

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87% and 83%, respectively, of our total revenue from the sale of cold pressed vegetable
oils and vegetable protein meal,  This disclosure is inconsistent with your disclosure on
page 72 that states you derived this percentage from only the sale cold pressed vegetable
oils.
Background of the Business Combination, page 88
18.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counter-proposals and size of PIPE. In your revised disclosure, please explain the
reasons for the terms, each party's position on the issues, and how you reached agreement
on the final terms.
19.Please revise to elaborate on why EDOC did not pursue the targets referenced on pages
91-92.
Description of Negotiation Process with AOI and Other Targets since August 2022, page 91
20.Please revise this section to discuss in greater detail how the parties agreed on the amount
of consideration to be offered in the business combination.
Certain Projected Financial Information, page 96
21.We note your disclosure on page 98.  Please clarify the role, if any, of I-Bankers in
determining the valuation of AOI.  Also, tell us why you refer on page 98 to Coota instead
of AOI.
22.Please revise to clarify the material assumptions and estimates underlying the projected
financial information in the table on page 98, including those references in the three
paragraphs after the table. Please describe such assumptions with greater specificity and
quantify where practicable. Please disclose any other information to facilitate investor
understanding of the basis for and limitations of these projections. Please specifically
address the significant differences in your historical revenue and market share from your
future projections, including those that are multiple years into the future.
23.Please reconcile the references on page 98 to "certain comparable companies" and
"companies such as AOI" with the reference on page 97 to "It is a challenge to value AOI
due to its unique business model and few direct competitors."
24.We note your disclosure that AOI’s management provided EDOC with four-
year forecasted revenues and EBITDA.  Please revise to include the EBITDA
projections.
Proposed Amended and Restated Memorandum and Articles of Association of Pubco, page 111
25.In the first paragraph of this section, you refer to the "following table," but no such table
appears in your disclosure. Also, in the third paragraph of this section, you refer to a risk

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factor related to anti-takeover provisions, but no such risk factor appears in your
disclosure.  Please advise or revise accordingly.
Unaudited Pro Forma Condensed Combined Financial Statements, page 121
26.Refer to page 121.  Please revise or clarify the disclosures that the historical unaudited
financial statements of EDOC as of June 30, 2022, and the related notes, and the historical
unaudited financial statements of EDOC for the six months ended June 30, 2022 and
2021, and the related notes, are included in the proxy statement/prospectus.
27.Refer to page 122.  We note the Maximum Redemption pro forma scenario assumes
EDOC public shareholders holding 1,454,928 shares of EDOC Class A ordinary shares
will exercise redemption rights and reflects the maximum number of EDOC’s Public
Shares that can be redeemed without violating the conditions of the Business Combination
Agreement or the requirement that EDOC cannot redeem Public Shares if it would result
in EDOC having a minimum net tangible asset value of less than USD$5,000,000;
however, we note inconsistencies in the disclosures related to this requirement throughout
the filing.  We note certain disclosures imply the minimum net tangible asset value
requirement is required to be meet "prior to, or upon consummation of, the Business
Combination"; however, other disclosures imply the requirement is required to be meet
"as of the closing of a Business Combination" and "after giving effect to the transactions
contemplated by the Business Combination".  Please clarify and consistently disclose
what the net tangible asset requirement is and when it is required to be meet.  Please also
revise the filing to demonstrate how you determined the Maximum Redemption scenario
you present meets the requirement.  If accurate, please specifically disclose the Business
Combination will not occur if EDOC public shareholders holding more than
1,454,928 shares of EDOC Class A ordinary shares exercise redemption rights, if not
accurate, explain how the current Maximum Redemption scenario is appropriate.
28.Refer to page 123.  In regard to the table that sets forth the share ownership on a pro
forma basis under the No Redemption and Maximum Redemption scenarios, please
reconcile the share amounts related to EDOC to the share amounts presented in EDOC's
historical financial statements.  Please clarify if the share amounts presented in the table
have been adjusted for the cash redemptions that occurred subsequent to the balance sheet
date, if not, explain why including such shares is appropriate.
29.Refer to page 124.  We note under the Maximum Redemption pro forma scenario you
reflect negative cash of AUD$(5.6) million as of June 30, 2022.  Please be advised the
purpose of pro forma financial statements is to provide investors with sufficient
information about the impact of probable transactions to allow them to make informed
investment decisions.  In this regard, it is not clear how you determined it is appropriate to
present a negative cash balance in the pro forma financial statements since it does not
appear to reflect an outcome that can actually occur, absent an agreement to fund the cash
shortfall.  Please revise the pro forma financial statements to comply with Article 11 of
Regulation S-X or explain why you believe the current presentation is appropriate.

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30.Refer to page 126.  We note the five expense line items below occupancy costs do not
appear to be appropriately reflected in the pro forma total columns.  Please clarify or
revise.
31.Refer to note 2 on page 127.  We note EDOC’s historical financial statements were
required to be translated into AUD$s.  We also note because AOI and EDOC have
different fiscal year ends, in order to meet the  pro forma requirements of combining
operating results for an annual period that ends within 93 days of the end of AOI’s latest
annual fiscal year ended June 30, 2022, EDOC’s financial results for the twelve months
ended June 30, 2022, were calculated by taking EDOC’s results for the year ended
December 31, 2021, minus EDOC’s results for the six months ended June 30, 2021, plus
EDOC’s results for the six months ended June 30, 2022.  In order for shareholders to
better understand how the financial information for EDOC included in the pro forma
financial statements correlates to EDOC's historical financial statements presented in the
filing, please revise the footnote to demonstrate how the financial information for EDOC
was determined.  It appears the disclosures should be presented in a columnar format
beginning with amounts presented in EDOC’s historical financial statements with
additional columns adding and/or subtracting the periods required to determine the
comparative annual period included in the pro forma financial statements.  It also appears
those disclosures should then be used to demonstrate how EDOC’s comparative financial
statements were translated into AUD$s.
32.Refer to Note 5(A) on page 130.  We note this adjustment reflects AUD$9.7 million,
removed from the Trust Account to pay redemptions to EDOC Public Shareholders who
exercised redemption rights subsequent to the date of EDOC’s historical balance sheet
included in the pro forma financial statements, within transaction accounting adjustments.
Please address the following:
•In order to allow shareholders to more clearly evaluate the financial condition of
EDOC prior to the proposed Business Combination and to comply with Rule 11-
02(b)(4) of Regulation S-X, revise the pro forma balance sheet to present a separate
column to reflect adjustment A and to provide a subtotal column for EDOC reflecting
this adjustment but prior to the Transaction Accounting Adjustments;
•Disclose and discuss the cash redemptions and the impact on EDOC's balance sheet
in the headnote to the pro forma financial statements; and
•Revise the heading of the No Redemption scenario to indicate it represents No
Additional Redemption, given the historical redemptions that have occurred.  Ensure
you revise this heading throughout the filing.
33.Refer to Note 5(C) on page 130.  Please address the need to reflect the impact of
transaction costs recorded in accumulated