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April 19, 2023
Gary Seaton
Chairman and CEO
Australian Oilseeds Holdings Limited
126-142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Re:Australian Oilseeds Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted March 31, 2023
CIK No. 0001959994
Dear Gary Seaton:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted March 31, 2023
General
1.We note your previous disclosure indicated that you would be a controlled company.
Please explain why you are no longer a controlled company given Mr. Seaton and JSKS
ownership levels.
What are the U.S. federal income tax consequences of the Business Combination to me?, page 22
2.We note your response to prior comment 5.  Please reconcile the disclosure on page 22
that the holder "generally should not recognize any gain or loss on such exchange" with
the disclosure on page 115 that the holder "will not recognize any gain or loss on such

 FirstName LastNameGary Seaton
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 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
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exchange."
3.It appears from the statement in the last paragraph of exhibit 8.1 that the firm consents "to
the use of our name under the heading “Legal Matters” in the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement." However, the
firm's name does not appear under the heading "Legal Matters" but does appear under
other headings in the Registration Statement not mentioned in the last paragraph of exhibit
8.1.  For example, we note the disclosure on page 22.  Please advise or revise accordingly.
Post-Business Combination Corporate Structure, page 42
4.We note your response to comment number 8.  Please revise the Post-Transaction Chart
to address the following:
•Revise or clarify why the ownership percentages for Australian Oilseeds Holdings
Limited do not total 100%, including why percentages related to the former AOI
Shareholders and the EDOC Public Shareholders, disclosed here, do not agree to
percentages disclosed on page 25 and throughout the filing; and
•We note you added an additional box related to Other Minority Shareholders that
indicates they have a 14% ownership interest in Cowcumbla Investments Pty Ltd.
We also note Australian Oilseeds Investments Pty Ltd has an 82.7% ownership
interest and other Australia Based Minority Shareholders have a 17.3% ownership
interest.  Revise or clarify the nature of the Other Minority Shareholders and correct
the related disclosures since it is not clear how three groups can have ownership
interests that exceed 100%.
Selected Historical Financial Information of EDOC, page 52
5.Please provide a footnote to the balance sheet data to quantify and disclose the number of
shares and dollar amount related to EDOC public shareholders who exercised redemption
rights in connection with the extension request subsequent to December 31, 2022.
Selected Historical Financial Information of AOI, page 53
6.Based on the revisions to the historical financial statements now provided in the Form F-4,
please correct all inconsistencies between the income statement and balance sheet data
disclosed here and amounts now disclosed in the historical financial statements.  This
comment is also applicable to amounts disclosed and discussed under results of operations
and liquidity and capital resources in MD&A on pages 182-184.

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 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 3
Risk Factors, page 57
7.Please disclose risks related to the delays with your Cootamundra facility and Queensland.
In that regard, we note that the projections for 2024 were significantly reduced as a result
of delays associated with your facility expansion.
The Sponsor, EDOC's directors, officers advisors and their affiliates, page 62
8.Please tell us with specificity where you revised the disclosure in response to prior
comment 16.
Reasons for the Amendment, page 89
9.We note your disclosure that the EDOC Ordinary Shares and the Pubco Ordinary Shares
would not be deemed to be a “penny stock” pursuant to other applicable provisions of
Rule 3a51-1 under the Exchange Act. Identify the provisions that you are relying on in
determining that the ordinary shares are not at risk of being deemed a "penny stock" under
Exchange Act Rule 3a51-1. Please also update your disclosure elsewhere.
Certain Projected Financial Information, page 107
10.We note your response to prior comment 22.  Please disclose when you previously
expected to complete the expansion of the existing Cootamundra facility.  In this regard,
we note the disclosure on page 108 of this submission about the "expected delays in
expanding the existing Cootamundra facility (now expected to be completed in
September 2023)."  Also, disclose the current capacity of the Cootamundra facility.  In
addition, briefly describe the delays and whether the reasons for the delays have been
resolved.
11.Please revise to update the status of the government approval for Queensland facility and
your projected timeframe for when the facility will be operational.
Proposed Amended and Restated Memorandum and Articles of Association, page 125
12.We note your response to prior comment 25 and your reference to "Risk
Factors — Provisions in the Amended and Restated Memorandum and Articles of
Association may inhibit a takeover of Pubco, which could limit the price investors might
be willing to pay in the future for Pubco’s securities and could entrench management.”
This risk factor does not appear in your risk factor section. Please advise or revise.
Unaudited Pro Forma Condensed Combined Financial Statements, page 135
13.We note disclosures in the filing that indicate the business combination is now subject to a
minimum cash requirement of $10 million but it does not appear that requirement will be
meet under either pro forma scenario presented.  Please address the following:
•If the minimum cash condition can be waived, clarify that fact and disclose, if
accurate, that both pro forma scenarios assume the minimum cash condition is

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 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 4
waived and, if it is not waived, the business combination would not occur since the
minimum cash condition would not be meet; and
•If the minimum cash condition can not be waived, clarify that fact and explain how
the pro forma financial statements appropriately reflect the range of possible results
as required by Rule 11-02(a)(10) of Regulation S-X.
14.We note your response to comment number 27 and the disclosures throughout the filing
related to the net tangible asset requirement.  We also note disclosures that the pro forma
scenario that assumes maximum redemptions also assumes that the proposal to eliminate
the net tangible asset requirement is approved.  Please tell us your consideration of
presenting and additional pro forma scenario that reflects the maximum number of shares
that could be redeemed and still allow the business combination to occur if the proposal to
eliminate the net tangible asset requirement is not approved so that the pro forma financial
statements reflect the range of possible results as required by Rule 11-02(a)(10) of
Regulation S-X.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 141
15.We note your response to comment number 29.  We also note pro forma adjustment (N)
includes proceeds from convertible debt expected to be funded at the closing of the
business combination and you are still evaluating the features of the convertible debt.
Please clarify how you determined the debt is probable and present an adjustment for the
expected impact of interest related to the debt in the pro forma statement of operations.
To the extent terms are not yet finalized, please also disclose the potential impact that
changes in the terms could have on the pro forma statement of operations.
16.We note your response to comment number 29.  We also note pro forma adjustment (C)
presents a portion of the transaction costs related to the business combination in accrued
liabilities under the maximum redemption scenario.  Please disclose what discussions you
have had with service providers to delay the payment of these costs.
Business of AOI, page 167
17.We note your response to comment 38. Please elaborate on the types of contractual
arrangements AOI's enters into with suppliers and customers for its products.
Liquidity and Capital Resources, page 183
18.Please disclose, if material, the amount needed to expand the Cootamundra facility and to
build the Queensland facility.
Beneficial Ownership of Securities, page 191
19.Please revise to also include the beneficial ownership of AOI.

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 April 19, 2023 Page 5
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 5
Post-Business Combination Pubco Beneficial Ownership Table, page 193
20.We note your response to prior comment 41.  Please revise or tell us why the table does
not include shares held by Mr. Seaton. Please revise the footnote to quantify any shares
excluded.
21.Please revise to include appropriate headings for each column. Also, please revise to
reflect ownership interest for each stockholder. In that regard, we note that there are
blanks for each column for the individuals listed.
AOI Related Party Transactions, page 197
22.We note your disclosure regarding Energreen Nutrition Australia Pty. Ltd and your
disclosure on page 79 that Energreen Nutrition Australia Pty. Ltd is your leading
customer.  Please disclose the risks relating to your relationship and transactions with Mr.
Seaton and Energreen Nutrition Australia Pty. Ltd.
Index to Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd., page F-1
23.We note your responses to comment numbers 13 and 45.  We are unable to locate the
independent auditors' reports related to the financial statements for the years ended June
30, 2022 and 2021 and for the years ended June 30, 2021 and 2020 included in the Form
F-4 and referred to in the Index.  In addition, we note all the Directors' reports are un-
dated and un-signed.  Please provide all missing information in the next amendment.
24.Please provide updated six month unaudited interim financial statements and related
disclosures for AOI in the next amendment.
Financial Statements - EDOC
Note 10. Subsequent Events, page F-26
25.Please eliminate the incorrect references to “interim” financial statements in this note and
under Risks and Uncertainties on page F-10, Going Concern on page F-11, and Income
Taxes on page F-15.  Please also revise this note to provide disclosures regarding the
February 2023 Extension, including the extension of the date by which EDOC must
consummate its initial business combination from February 12, 2023 to August 12, 2023,
the number of public shareholders that elected to redeem their shares, and the aggregate
dollar amount released from the Trust Account to pay such shareholders.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-27
26.We note your response to comment number 46 and re-issue the comment as we are unable
to find the related disclosures in the notes to the financial statements.
27.We note your response to comment number 43.  As previously requested, please revise

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 April 19, 2023 Page 6
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Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 6
note 18 to clarify and explain why Energreen Nutrition is AOI’s most significant supplier
and most significant customer.  Please also reconcile the amount of sales to Energreen
Nutrition disclosed here and the amount disclosed on page 79.  Please specifically explain
the nature of Energreen Nutrition's business, including whether Energreen Nutrition re-
sells the products it purchases from AOI to third party customers and address the
appropriateness of the accounting for such sales given that it appears Mr. Gary Seaton
controls both AOI and Energreen Nutrition.
            You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or Anne
McConnell, Staff Accountant, at 202-551-3709 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Asia Timmons-Pierce, Special Counsel, at 202-551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Barry I. Grossman, Esq.