SecProbe.io

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 March 13, 2025

Bob Wu
Chief Financial Officer
Australian Oilseeds Holdings Ltd
126 - 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra

 Re: Australian Oilseeds Holdings Ltd
 Form 10-K for the Fiscal Year Ended June 30, 2024
 File No. 001-41986
Dear Bob Wu:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Australian
Oilseeds Holdings Limited

 126-142
Cowcumbla Street, Cootamundra

 Site
2: 52 Fuller Drive Cootamundra

 PO
Box 263 Cootamundra, Australia 2590

 VIA
EDGAR

 March
12, 2025

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Andrew Blume

 Re:
Australian Oilseeds Holding Limited

 Form
10-K for the Fiscal Year Ended June 30, 2024

 File
No. 001-41986

 Ladies
and Gentleman:

 Australian
Oilseeds Holding Limited (the " Company ," " we ," " our " or " us ")
hereby transmits the Company's response to the comment letter received from the staff (the " Staff ") of the U.S.
Securities and Exchange Commission (the " Commission "), on February 6, 2025, regarding Form 10-K for the Fiscal Year
Ended June 30, 2024 submitted to the Commission on December 3, 2024, as amended on Form 10-K/A submitted to the Commission on December
6, 2025. Concurrently with this response, the Company has submitted Amendment No. 2 on Form 10-K/A pursuant to the Staff's comment
(the " Form 10-K/A ").

 For
the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's
response. Capitalized terms used but not defined in this letter have the meanings as defined in the Form 10-K/A.

 Form
10-K for the Fiscal Year Ended June 30, 2024

 Item
9A. Controls and Procedures, page 52

 1.
 Please amend your filing to disclose management's conclusions regarding the effectiveness
of your disclosure controls and procedures. See Item 307 of Regulation S-K.

 Response:
 We acknowledge the Staff's comment and advise the Staff that the Company mistakenly believed that it was not required to provide
a disclosure under Item 9A. Controls and Procedures of its original filing on Form 10-K for the fiscal year ended June 30, 2024 due to
a transition period established by rules of the Commission for newly public companies . In response to the Staff's comment,
the Company amended and refiled its Form 10-K/A for the fiscal year ended June 30, 2024 to add the requested disclosure under Item 9A.
Controls and Procedures that provides, as follows:

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed
under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's regulations,
rules and forms and that such information is accumulated and communicated to our management, including our principal officers, as appropriate,
to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

 As
required by Rule 13a-15(b) promulgated by the SEC under the Exchange Act, we carried out an evaluation, under the supervision and with
the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form
10-K. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls
and procedures were not effective as of the end of the period covered by this Annual Report on Form 10-K as a result of the material
weakness described below.

 Notwithstanding
these material weaknesses, management has concluded that our financial statements included in this Annual Report on Form 10-K are fairly
stated in all material respects in accordance with IFRS for each of the periods presented herein.

 No
Management Assessment Regarding Internal Control Over Financial Reporting

 This
report does not include a report of management's assessment regarding internal control over financial reporting ("ICFR")
(as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) as allowed by the SEC for such transactions in which the legal
acquirer is a non-operating public shell company, the internal controls of the legal acquirer may no longer exist as of the assessment
date or the assets, liabilities, and operations may be insignificant when compared to the consolidated entity pursuant to Section 215.02
of the SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretation s.

 As
discussed elsewhere in this report, we completed the Business Combination on March 21, 2024, pursuant to which EDOC merged with and into
Merger Sub (the "Merger"), with EDOC continuing as the surviving entity, as a result of which, EDOC became a wholly owned
subsidiary of the Company, and each issued and outstanding security of EDOC prior to the Closing Date was cancelled in exchange for the
receipt of substantially identical securities of the Company. Also on the Closing Date, the Company acquired all of the issued and outstanding
ordinary shares of AOI from the Sellers in exchange for the Company's ordinary shares. As a result, previously existing internal
controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Merger were insignificant
compared to those of the consolidated entity post-Merger. The design of our internal control over financial reporting following the Merger
has required and will continue to require significant time and resources from management and other personnel. Because of this, the design
and ongoing development of our framework for implementation and evaluation of internal control over financial reporting is in its preliminary
stages. If management were to conduct an assessment regarding our internal control over financial reporting, however, its scope would
include the criteria set forth by the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on an initial assessment, we concluded that our internal control over financial reporting was not effective
as of June 30, 2024, because of the material weakness described below.

 Material
Weaknesses in Internal Control Over Financial Reporting

 Although
management did not conduct a formal assessment of internal control over financial reporting, in connection with the audits of our consolidated
financial statements for the years ended June 30, 2024 and 2023, management concluded that we did not employ sufficient accounting resources
with appropriate experience and technical expertise to effectively execute controls over certain judgmental and technical accounting
areas which resulted in late filing of its Original 10-K. Therefore, management concluded that we did not have a comprehensive and formalized
accounting and financial reporting policies and procedures manual which details the information needed for our financial reporting process
and that we did not have a robust review process by which management could monitor for potential errors or technical accounting requirements,
which have resulted in material weaknesses in internal control over financial reporting as of June 30, 2024.

 The
material weaknesses above did not result in a misstatement to the consolidated financial statements.

 In
response, our management team has established a remediation plan to address the previously disclosed material weaknesses. While we have
taken actions to remediate this material weakness, including (i) recruiting and employing personnel with appropriate experience and technical
expertise to enhance management's assessment of judgmental and technical accounting areas, (ii) conducting additional training
for staff involved in judgmental and technical accounting areas, and (iii) engaging additional independent third-party technical consultants
to assist in performing accounting analyses of complex transactions, completion of our remediation efforts is ongoing. As such management
has concluded the aforementioned material weakness has not been remediated as of June 30, 2024. The Company may also identify additional
measures that may be required to remediate the material weaknesses in the Company's internal control over financial reporting,
necessitating further action.

 Changes
in Internal Control over Financial Reporting

 Except
for the identified material weakness noted above, there were no changes in our internal control over financial reporting identified in
connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal year ended
June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 *******

 If
you have any questions, or wish to discuss any of these matters, please contact the undersigned at amarjeet.s@energreennutrition.com.au.

 Very
 truly yours,

 /s/
 Amarjeet Singh

 Amarjeet
 Singh

 Chief
 Financial Officer

February 6, 2025
Bob Wu
Chief Financial Officer
Australian Oilseeds Holdings Ltd
126 - 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
Re:Australian Oilseeds Holdings Ltd
Form 10-K for the Fiscal Year Ended June 30, 2024
File No. 001-41986
Dear Bob Wu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2024
Item 9A. Controls and Procedures, page 52
1.Please amend your filing to disclose management's conclusions regarding the
effectiveness of your disclosure controls and procedures. See Item 307 of Regulation
S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

February 6, 2025
Page 2
            Please contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Australian Oilseeds Holdings Limited

126 – 142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

February 5, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street N.E.

Washington, D.C. 20549

    Re:

    Australian Oilseeds Holdings Limited

    Amendment No. 3  to Registration Statement on Form F-4

    Filed January 30, 2024

    File No. 333-274552

Ladies and Gentleman:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Australian Oilseeds Holdings Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on February 6, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Gary Seaton

    Gary Seaton

    Chairman and CEO

    cc:

    Rimon PC

     cc:

    Ellenoff Grossman & Schole LLP

CORRESP
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Australian Oilseeds Holdings Limited

126-142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

VIA EDGAR

January 17, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Charles Eastman

    Anne McConnell

    Thomas Jones

    Asia Timmons-Pierce

Re: Australian Oilseeds Holding Limited

Registration Statement on Form F-4

Filed December 8, 2023

File No. 333-274552

Ladies and Gentleman:

Australian Oilseeds Holding
Limited (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”), on December 19, 2023, regarding our Registration Statement on Form F-4 submitted
to the Commission on December 8, 2023. Concurrently with this response, the Company has submitted an Amendment No. 1 to our Registration
Statement on Form F-4 pursuant to the Staff’s comments (the “Registration Statement”). For the Staff’s
convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
Capitalized terms used but not defined in this letter have the meanings as defined in the Registration Statement.

Registration Statement on Form
F-4 submitted December 8, 2023

Questions and Answers

What equity stake will current Public Shareholders,
..., page 28

 1. We
note the disclosures you added regarding ELOC Pubco Commitment Shares and ELOC Pubco Ordinary Shares, in the tabular presentation of
Potential sources of dilution, including the disclosures related to how the share amounts were calculated in the footnotes. Given that,
after the Business Combination, the ordinary shares of Pubco will not be redeemable, it appears possible this could result in a material
decline in the price per share of Pubco ordinary shares relative to the price per share of EDOC shares. Please revise the footnotes to
the table that explain how the share amounts were calculated to also quantify and disclose the potential impact on the share amounts
included in the table based on a range of fixed changes in the price per share of Pubco ordinary shares after the Business Combination
relative to the assumed price per share you used to calculate the share amounts in the table. Please provide similar disclosures when
you disclose and discuss shares subject to the ELOC, including in the related risk factor on page 88. To the extent that other potential
sources of dilution could be materially impacted by declines in the price per share of Pubco ordinary shares after the Business combination,
please provide similar disclosures.

Response: The Company respectfully acknowledges
the Staff’s comment and advises that in response it has revised the footnotes on pages 30-31 of the Registration Statement accordingly,
and provided similar disclosures on pages 44, 124 and 240, including in the related risk factor and the additional risk factor added,
on pages 88-89.

Unaudited Pro Forma Condensed Combined Financial
Statements, page 157

 2. Based on disclosures in the forepart of the filing, we note
the Business Combination is subject to a Minimum Cash Condition of $10 million that you previously indicated cannot be waived; however,
it does not appear either pro forma redemption scenario you present will currently satisfy this condition. As previously requested, please
revise the pro forma financial statements or explain how and why you believe they appropriately reflect the range of possible results
as required by Rule 11-02(a)(10) of Regulation S-X.

Response: The Company respectfully acknowledges
the Staff’s comment and advises that it has updated the disclosure in the Registration Statement to reflect the waiver of the minimum cash condition, which was agreed upon
by the parties, effective January 12, 2024.

Consolidated Financial Statements - Australian
Oilseeds Investments

Consolidated Statements of Cash Flows, page
F-61

 3. We note the amounts presented as net cash provided by operating activities for the years ended June
30, 2023 and 2022 appear to represent Receipts from customers. Please revise the statements of cash flows to appropriately reflect net
cash provided by operating activities for the years ended June 30, 2023 and 2022. This comment is also applicable to the tabular presentation
of net cash provided by operating activities for the year ended June 30, 2023 in MD&A on page 213.

Response: The Company acknowledges the
Staff’s comment and advises that the Company has revised the statements of cash flows as well as the tabular presentation of net
cash provided by operating activities for the year ended June 30, 2023 in MD&A on page 215 of the Registration Statement accordingly.

2 Summary of Significant Accounting Policies

(a) Revenue and other income, page F-62

 4. When the annual audited financial statement were updated, it appears the revenue recognition policy
disclosure related to Energreen Nutrition, an entity under common control, that were previously requested were deleted. Please revise
the notes to the financial statement to provide the previously requested disclosures or explain your basis for deleting them.

Response: The Company acknowledges
the Staff’s comment and advises that it revised the notes to the financial statements on page F-63 to provide the previously
requested disclosures.

    2

Item 21. Exhibits and Financial Statement
Schedules., page II-1

5. We note your disclosure on page 46 that a draft form of
the purchase agreement is attached as Exhibit 10.33. We also note that the exhibit list indicates that Exhibit 10.33 is in draft form.
However, the purchase agreement filed as exhibit 10.33 appears to be dated December 6, 2023 and appears to be in execution form. Please
revise or advise.

Response: The Company acknowledges the
Staff’s comment and advises and confirms that the ELOC purchase agreement will be executed at closing of the business combination.
The Company has made minor amendments in Exhibit 10.33 to reflect the agreement’s draft form.

General

 6. We note your response to prior comment 3 and your inclusion
of updated annual audited financial statements for Australian Oilseeds Investments for the fiscal year ended June 30, 2023 in the filing;
however, we note numerous instances in which related disclosures have not been appropriately updated or revised. For example:

 ● Several risk factors that present financial disclosures, including on pages 91, 92, 93, and 94, have
not been updated;

 ● MD&A disclosures on pages 208-210 appear to be essentially duplicated on pages 210-211 and pages
211-212;

 ● The reference to the audited financial statements included in the filing under Experts on page 250
has not been updated; and

 ● You continue to include interim financial statements on pages F-77 to F-96.

Please ensure the disclosures noted above,
as well as any other applicable disclosures, are appropriately updated or revised based on the inclusion of updated annual audited financial
statements now included in the filing.

Response: The Company acknowledges
the Staff’s comment and advises in response that it has revised its disclosures throughout the Registration Statement
accordingly, including the risk factors (see pages 94-97, 211-215 and F-58-F-76).

 7. We note your response to prior comment 9 and reissue our comment.

Response: The Company acknowledges the
Staff’s comment and advises that the tables on pages 29-30 of the Registration Statement and elsewhere have been updated to reflect
the ownership interest of the EDOC Public Shareholders and others as a result of the potential sources of dilution.

******

    3

We thank the Staff very much
for its review of the foregoing. If you have questions or further comments, please feel free to contact our counsel, Debbie A. Klis, Esq.,
at Rimon PC by telephone at (202) 935-3390.

    Sincerely,

    /s/ Gary Seaton

    Gary Seaton, Chief Executive Officer

    cc:
    Rimon PC

    Ellenoff Grossman & Schole LLP

4

United States securities and exchange commission logo
December 19, 2023
Gary Seaton
Chairman and CEO
Australian Oilseeds Holdings Limited
126-142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
Re:Australian Oilseeds Holdings Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed December 8, 2023
File No. 333-274552
Dear Gary Seaton:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed December 8, 2023
Questions and Answers
What equity stake will current Public Shareholders, ..., page 28
1.We note the disclosures you added regarding ELOC Pubco Commitment Shares and
ELOC Pubco Ordinary Shares, in the tabular presentation of Potential sources of dilution,
including the disclosures related to how the share amounts were calculated in the
footnotes. Given that, after the Business Combination, the ordinary shares of Pubco will
not be redeemable, it appears possible this could result in a material decline in the price
per share of Pubco ordinary shares relative to the price per share of EDOC shares. Please
revise the footnotes to the table that explain how the share amounts were calculated to also
quantify and disclose the potential impact on the share amounts included in the table
based on a range of fixed changes in the price per share of Pubco ordinary shares after the

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 December 19, 2023 Page 2
 FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
December 19, 2023
Page 2
Business Combination relative to the assumed price per share you used to calculate the
share amounts in the table. Please provide similar disclosures when you disclose and
discuss shares subject to the ELOC, including in the related risk factor on page 88. To the
extent that other potential sources of dilution could be materially impacted by declines in
the price per share of Pubco ordinary shares after the Business combination, please
provide similar disclosures.
Unaudited Pro Forma Condensed Combined Financial Statements, page 157
2.Based on disclosures in the forepart of the filing, we note the Business Combination is
subject to a Minimum Cash Condition of $10 million that you previously indicated cannot
be waived; however, it does not appear either pro forma redemption scenario you
present will currently satisfy this condition. As previously requested, please revise the pro
forma financial statements or explain how and why you believe they appropriately reflect
the range of possible results as required by Rule 11-02(a)(10) of Regulation S-X.
Consolidated Financial Statements - Australian Oilseeds Investments
Consolidated Statements of Cash Flows, page F-61
3.We note the amounts presented as net cash provided by operating activities for the years
ended June 30, 2023 and 2022 appear to represent Receipts from customers. Please revise
the statements of cash flows to appropriately reflect net cash provided by operating
activities for the years ended June 30, 2023 and 2022. This comment is also applicable to
the tabular presentation of net cash provided by operating activities for the
year ended June 30, 2023 in MD&A on page 213.
2 Summary of Significant Accounting Policies
(a) Revenue and other income, page F-62
4.When the annual audited financial statement were updated, it appears the revenue
recognition policy disclosure related to Energreen Nutrition, an entity under common
control, that were previously requested were deleted. Please revise the notes to the
financial statement to provide the previously requested disclosures or explain your basis
for deleting them.
Item 21. Exhibits and Financial Statement Schedules., page II-1
5.We note your disclosure on page 46 that a draft form of the purchase agreement is
attached as Exhibit 10.33. We also note that the exhibit list indicates that Exhibit 10.33 is
in draft form. However, the purchase agreement filed as exhibit 10.33 appears to be dated
December 6, 2023 and appears to be in execution form. Please revise or advise.
General
6.We note your response to prior comment 3 and your inclusion of updated annual audited
financial statements for Australian Oilseeds Investments for the fiscal year ended June 30,

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 December 19, 2023 Page 3
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
December 19, 2023
Page 3
2023 in the filing; however, we note numerous instances in which related disclosures have
not been appropriately updated or revised. For example:
•Several risk factors that present financial disclosures, including on pages 91, 92, 93,
and 94, have not been updated;
•MD&A disclosures on pages 208-210 appear to be essentially duplicated on pages
210-211 and pages 211-212;
•The reference to the audited financial statements included in the filing under Experts
on page 250 has not been updated; and
•You continue to include interim financial statements on pages F-77 to F-96.
Please ensure the disclosures noted above, as well as any other applicable disclosures, are
appropriately updated or revised based on the inclusion of updated annual audited
financial statements now included in the filing.
7.We note your response to prior comment 9 and reissue our comment.
            Please contact Charles Eastman at 202-551-3794 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Barry I. Grossman, Esq.

CORRESP
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Australian Oilseeds Holdings Limited

126-142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

VIA EDGAR

December 7, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Charles Eastman

    Anne McConnell

    Thomas Jones

    Asia Timmons-Pierce

Re: Australian Oilseeds Holding Limited

Registration Statement on Form F-4

Filed September 18, 2023

File No. 333-274552

Ladies and Gentleman:

Australian Oilseeds Holding Limited
(the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on October 5, 2023, regarding our Registration Statement on Form F-4 submitted to the
Commission on September 18, 2023. Concurrently with this response, the Company has submitted an Amendment No. 1 to our Registration Statement
on Form F-4 pursuant to the Staff’s comments (the “Registration Statement”). For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Capitalized
terms used but not defined in this letter have the meanings as defined in the Registration Statement.

Registration Statement on Form F-4
submitted September 18, 2023

Background of the Business Combination,
page 111

 1. Please revise to disclose any discussions about the need
to obtain additional financing for the combined company in connection with the Business Combination transaction or shortly thereafter,
including the ELOC. Please discuss negotiations related to size of the ELOC.

Response: The Company respectfully
acknowledges the Staff’s comment and advises that in response it has revised the discussions concerning the need to obtain
additional financing for the combined company in connection with the Business Combination transaction or shortly thereafter,
including the ELOC through a Q&A (page 28) and throughout the narrative (see pages 46-47, 88, 121, and 122-123).

 2. Please elaborate on the negotiations related to the PIPE,
including the amount of the PIPE.

Response: The Company respectfully
acknowledges the Staff’s comment and advises that in response it has elaborated on its disclosure regarding the negotiations related
to the PIPE, including the amount of the PIPE (see page 120).

Index to Consolidated Financial Statements

Background of the Business combination,
page F-1

 3. Please provide updated annual audited financial statements
and related disclosures as required by Item 14 of Form F-4.

Response: The Company acknowledges
the Staff’s comment and advises that the revised Registration Statement includes the Company’s annual audited financial statements
and related disclosures for yearend June 30, 2023, as required by Item 14 of Form F-4.

Exhibits

 4. We note you have filed the forms of the opinions as exhibit
5.1, 5.2 and 8.1. Please file the executed and dated opinions with your next amendment.

Response: The Company respectfully
acknowledges the Staff’s comment and advises in response that it filed executed and dated opinions as Exhibits 5.1, 5.2 and 8.1
to the Registration Statement.

General

 5. Please revise your Form F-4 to provide risk factor disclosure
regarding the Investment Company Act of 1940 and Nasdaq listing risks consistent with the disclosure in the proxy statement filed by
EDOC Acquisition Corp. on October 3, 2023.

Response: The Company respectfully acknowledges
the Staff’s comment and advises in response that it provided a risk factor disclosure regarding the Investment Company Act of 1940
and Nasdaq listing risks on pages 75-76.

 6. In your next amendment please include missing Annexes B-D.

Response: The Company respectfully
acknowledges the Staff’s comment and advises in response that it filed Annexes B-D with this Registration Statement.

 7. Please revise your Background of the Business Combination
section to disclose any discussions about the need to obtain additional financing for the combined company in connection with the Business
Combination transaction or shortly thereafter, including the ELOC. Please also revise your disclosure here to include all material terms
of the ELOC, including any termination provisions for the investor. Please file the ELOC as an exhibit to your registration statement.

Response: The Company respectfully
acknowledges the Staff’s comment and advises in response that it revised the Background of the Business Combination section to disclose
discussion regarding obtaining additional financing for the combined company and disclosed all material terms of the
ELOC, including any termination provisions for the investor (see Q&A (page 28) and throughout the narrative (see pages 46-47, 88,
121, and 122-123). In addition, we filed the ELOC Purchase Agreement
as Exhibit 10.33 to the Registration Statement.

 8. Please revise your prospectus summary to describe the agreement,
including the commitment fee payable to the investor in the form of commitment shares and any other material terms, and update your estimated
ownership percentages upon completion of the business combination throughout your filing to account for the estimated commitment shares.
Finally, please include a separate, specific risk factor to address the potential dilutive effect of your equity line agreement with
the investor.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it revised the “Summary of the
Proxy Statement/Prospectus” section of the Registration Statement to describe the material terms related to the ELOC (see pages
46-47, 121, and 122-123), updated the estimated ownership percentages upon completion of the Business Combination, included a risk factor
to address the potential dilutive effect of the ELOC (see page 88), and we revised the tables on page 29 to reflect the ownership interest
of the EDOC Public Shareholders and others as result of the potential sources of dilution.

    2

9. Please revise the tables on page 29 to reflect
                                            the ownership interest of the EDOC Public Shareholders and others as result of the potential
                                            sources of dilution.

Response: In response to the Staff’s
comment, the tables on page 29 of the Registration Statement and elsewhere have been updated to reflect the ownership interest of the
EDOC Public Shareholders and others as result of the potential sources of dilution.

 10. As previously requested in prior comment 6, please revise
to disclose the scope of your exclusive forum provision in your Amended and Restated Memorandum of Association and include any appropriate
risk factor disclosure. In this regard. it appears that the new disclosure on page 80 is related to an exclusive forum provision in the
warrant agreement rather than the exclusive forum provision in your Amended and Restated Memorandum of Association.

Response: The Company respectfully
acknowledges the Staff’s comment and advises in response that it amended and attached the form of Amended and Restated Memorandum
of Association and confirm there is no exclusive forum provision in the Amended and Restated Memorandum of Association.

We thank the Staff very much for
its review of the foregoing. If you have questions or further comments, please feel free to contact our counsel, Debbie A. Klis, Esq.,
at Rimon PC by telephone at (202) 935-3390.

    Sincerely,

    /s/ Gary Seaton

    Gary Seaton, Chief Executive Officer

    cc:
    Rimon PC

    Ellenoff Grossman & Schole LLP

3

United States securities and exchange commission logo
October 5, 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
Registration Statement on Form F-4
Filed September 18, 2023
File No. 333-274552
Dear Gary Seaton:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed September 18, 2023
Background of the Business Combination, page 111
1.Please revise to disclose any discussions about the need to obtain additional financing for
the combined company in connection with the Business Combination transaction or
shortly thereafter, including the ELOC. Please discuss negotiations related to size of the
ELOC.
2.Please elaborate on the negotiations related to the PIPE, including the amount of the
PIPE.
Index to Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-1
3.Please provide updated annual audited financial statements and related disclosures as
required by Item 14 of Form F-4.

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 October 5, 2023 Page 2
 FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
October 5, 2023
Page 2
Exhibits
4.We note you have filed the forms of the opinions as exhibit 5.1, 5.2 and 8.1. Please file the
executed and dated opinions with your next amendment.
General
5.Please revise your Form F-4 to provide risk factor disclosure regarding the Investment
Company Act of 1940 and Nasdaq listing risks consistent with the disclosure in the proxy
statement filed by EDOC Acquisition Corp. on October 3, 2023.
6.In your next amendment please include missing Annexes B-D.
7.Please revise your Background of the Business Combination section to disclose any
discussions about the need to obtain additional financing for the combined company in
connection with the Business Combination transaction or shortly thereafter, including the
ELOC. Please also revise your disclosure here to include all material terms of the ELOC,
including any termination provisions for the investor. Please file the ELOC as an exhibit
to your registration statement.
8.Please revise your prospectus summary to describe the agreement, including the
commitment fee payable to the investor in the form of commitment shares and any other
material terms, and update your estimated ownership percentages upon completion of the
business combination throughout your filing to account for the estimated commitment
shares. Finally, please include a separate, specific risk factor to address the potential
dilutive effect of your equity line agreement with the investor.
9.Please revise the tables on page 29 to reflect the ownership interest of the EDOC Public
Shareholders and others as result of the potential sources of dilution.
10.As previously requested in prior comment 6, please revise to disclose the scope of your
exclusive forum provision in your Amended and Restated Memorandum of Association
and include any appropriate risk factor disclosure.  In this regard. it appears that the new
disclosure on page 80 is related to an exclusive forum provision in the warrant agreement
rather than the exclusive forum provision in your Amended and Restated Memorandum of
Association.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Charles Eastman at 202-551-3794 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters. Please

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 October 5, 2023 Page 3
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
October 5, 2023
Page 3
contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Barry I. Grossman, Esq.

CORRESP
1
filename1.htm

Australian Oilseeds Holdings Limited

126-142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive Cootamundra

PO Box 263 Cootamundra, Australia 2590

VIA EDGAR

September 15, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Thomas Jones and Asia Timmons-Pierce

 Re: Australian Oilseeds Holding Limited

Amendment No. 3 to Draft Registration
Statement on Form F-4

Submitted June 29, 2023

CIK No. 0001959994

Ladies and Gentleman:

Australian Oilseeds Holding
Limited (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”), on July 20, 2023, regarding Amendment No. 3 to our Draft Registration Statement
on Form F-4 submitted to the Commission on June 29, 2023. Concurrently with this response, the Company has submitted a Registration Statement
on Form F-4 pursuant to the Staff’s comments (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Capitalized
terms used but not defined in this letter have the meanings as defined in the Registration Statement.

Amendment No. 3 to Draft Registration
Statement on Form F-4 submitted June 29, 2023

Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Statement
of Operations, page 146

1. Please present pro forma earnings per disclosures, as previously provided and
required by Article 11 of Regulation S-X.

Response: We respectfully acknowledge
the Staff’s comment and advise in response that the Company presented its pro forma earnings on page 150 of the Registration Statement.

Facilities and Expansion, page 187

2. Please update the disclosure in the project schedule on page 188. For example,
clarify whether pre-construction activities were completed in May 2023 and whether construction activities began in June 2023.

Response: We respectfully acknowledge
the Staff’s comment and advise in response that the Company revised the disclosures related to expansion of AOI’s facilities
to disclose that pre-construction activities were completed in May 2023 and the
construction activities began in June 2023 and the current projected completion date of the expansion is in September 2023 (see pages
90, 200 and 201).

AOI’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 191

3. We note your response to prior comment number 8; however, we did not find meaningful
updated MD&A disclosures as of and for the interim period ended and re-issue our prior comment. We note your narrative disclosures
for the interim period only discuss net profit. We found no disclosures related to changes in the component of your results of operations
and liquidity as of and during the current interim period relative to the comparative interim period as required by Item 14(g) of Form
F-4.

Response: We respectfully
acknowledge the Staff’s comment and advise in response that the Company updated MD&A disclosures on pages 203-207 as of and
for the interim period and enhanced the narrative disclosures for the interim period including disclosures related to changes in the component
of our results of operations and liquidity as of and during the current interim period relative to the comparative interim period as required
by Item 14(g) of Form F-4.

Consolidated Financial Statements

Australian Oilseeds Investments
Pty Ltd, page F-52

 4. We note your response to prior comment number 11, including the disclosures on page 82. Please revise
your revenue recognition policy in the notes to your audited financial statements to clarify, if accurate, that sales to Energreen Nutrition
are recognized when they sell your products to a third party customer.

Response: We respectfully acknowledge
the Staff’s comment and advise in response that the Company revised our revenue recognition policy in the notes to our audited financial
statements to clarify that sales to Energreen Nutrition are recognized when they sell our products to a third party customer (see pages
F-58 and F-77).

 5. We note your response to prior comment number 12, including the disclosures on page F-79. Please revise
the notes to your annual and interim financial statements to provide significant customer disclosures related to the annual and interim
periods included in each set of financial statements.

Response: We
respectfully acknowledge the Staff’s comment and advise in response that the Company revised the notes to our annual and
interim financial statements on pages F-60 and F-79 to enhance disclosures related to AOI’s significant customers in the annual and interim periods included in each set of financial statements.

General

6. We note the exclusive forum provision included in your Amended and Restated Memorandum of Association.
Please revise to disclose the scope of your exclusive forum provision. Please include any appropriate risk factor disclosure.

Response: We respectfully acknowledge
the Staff’s comment and advise in response that the Company revised the scope of our exclusive forum provision in our Amended and
Restated Memorandum of Association and added a risk factor on page 80 of the registration statement.

    2

We thank the Staff very much
for its review of the foregoing. If you have questions or further comments, please feel free to contact our counsel, Debbie A. Klis, Esq.,
at Rimon PC by telephone at (202) 935-3390.

    Sincerely,

    /s/ Gary Seaton

    Gary Seaton, Chief Executive Officer

    cc:
    Rimon PC

    Ellenoff Grossman & Schole LLP

    3

United States securities and exchange commission logo
July 20, 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. 3 to Draft Registration Statement on Form F-4
Submitted June 29, 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. 3 to Draft Registration Statement on Form F-4 submitted June 29, 2023
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Statement of Operations, page 146
1.Please present pro forma earnings per disclosures, as previously provided and required by
Article 11 of Regulation S-X.
Facilities and Expansion, page 187
2.Please update the disclosure in the project schedule on page 188.  For example, clarify
whether pre-construction activities were completed in May 2023 and whether construction
activities began in June 2023.

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 July 20, 2023 Page 2
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
July 20, 2023
Page 2
AOI's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 191
3.We note your response to prior comment number 8; however, we did not find meaningful
updated MD&A disclosures as of and for the interim period ended and re-issue our prior
comment.  We note your narrative disclosures for the interim period only discuss net
profit.  We found no disclosures related to changes in the component of your results of
operations and liquidity as of and during the current interim period relative to the
comparative interim period as required by Item 14(g) of Form F-4.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-52
4.We note your response to prior comment number 11, including the disclosures on page
82.  Please revise your revenue recognition policy in the notes to your audited financial
statements to clarify, if accurate, that sales to Energreen Nutrition are recognized when
they sell your products to a third party customer.
5.We note your response to prior comment number 12, including the disclosures on page F-
79.  Please revise the notes to your annual and interim financial statements to provide
significant customer disclosures related to the annual and interim periods included in each
set of financial statements.
General
6.We note the exclusive forum provision included in your Amended and Restated
Memorandum of Association. Please revise to disclose the scope of your exclusive forum
provision. Please include any appropriate risk factor disclosure.
            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.

United States securities and exchange commission logo
June 21, 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. 2 to Draft Registration Statement on Form F-4
Submitted May 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. 2 to Draft Registration Statement on Form F-4 submitted May 31, 2023
What equity stake will current Public Shareholders, the Sponsor and the AOI, page 24
1.We note your disclosure that the EDOC Public Shareholders will own 6.3% under the
maximum redemption scenario. Please revise to reflect the maxim redemption assuming
the NTA Proposal is approved.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information ,
page 57
2.Please ensure all amounts presented are accurate and consistent with amounts presented
throughout the filing.  For example, please correct the amounts for the pro forma net

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 June 21, 2023 Page 2
 FirstName LastNameGary Seaton
Australian Oilseeds Holdings Limited
June 21, 2023
Page 2
losses per share - basic and diluted under both Assuming No Additional Redemption and
Assuming Maximum Redemption scenarios for the six months ended December 31,
2022.  Please also clarify or correct the calculation of the amount for EDOC's historical
net loss per share - basic and diluted for the year ended June 30, 2022 here and on page
146.
The Sponsor, EDOC's directors, officers, advisors, and their affiliates may elect to purchase
Public Shares, page 63
3.We note that shareholders have agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
We may be subject to claims, litigation or regulatory actions, page 82
4.Please update the disclosure in this risk factor and in the last paragraph on page 155 about
the loan that is expected to be "fully paid by April 1, 2023."  Also, update the disclosure
on pages 112 and 189 about approval of funding "expected to occur by the end of May
2023."
Unaudited Pro Forma Condensed Combined Financial Statements, page 139
5.Please correct the dates of the interim and annual pro forma statements of operations on
pages 145 and 146.  Please revise the interim pro forma statement of operations to refer to
the six months ended December 31, 2022 rather than the year ended December 31, 2022
and revise the annual pro forma statement of operations to refer to the year ended June 30,
2022 rather than as of June 30, 2022.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 147
6.As noted in your response letter, please revise the pro forma financial statements,
including notes 5 and 6, to comply with prior comment 15 in a subsequent amendment.
7.Refer to note 7.  Based on the disclosed terms of the IPO units sold by EDOC, it is not
clear why you revised the number of potentially dilutive shares related to the public
warrants from 4,500,000 to 9,000,000 in the two tables in this note and in the table on
page 25.  Please explain or revise.
AOI's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 191
8.Based on your inclusion of updated historical financial statements for the six months
ended December 31, 2022 and 2021, please provide meaningful updated MD&A
disclosures for as of and for the interim period.
Beneficial Ownership of Securities, page 202
9.Please tell us with specificity where you revised the disclosure in response to prior

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 June 21, 2023 Page 3
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
June 21, 2023
Page 3
comment 19.
Index to Consolidated Financial Statements, page F-1
10.Please appropriately include a page reference to the Independent Audit Report for AOI
under the annual financial statements and delete the current reference to the Independent
Audit Report under the interim financial statements.  Please also appropriately label AOI's
interim financial statements beginning on page F-72 as unaudited.
Consolidated Financial Statements
Australian Oilseeds Investments Pty Ltd, page F-52
11.We note your response to prior comment 27.  We reissue the comment as the revised
disclosure does not adequately explain the specific nature of Energreen Nutrition’s
business, including why AOI has material purchases from and material sales to Energreen
Nutrition, whether Energreen Nutrition resells the products it purchases from AOI to third
party customers, and how AOI determined the appropriateness of its accounting for sales
to Energreen Nutrition given that Mr. Gary Seaton owns and controls both AOI and
Energreen Nutrition.
12.We reissue prior comment 26 as we note no disclosures on page F-59 that are responsive
to our prior comment.
General
13.Please tell us, with a view to disclosure, whether you have received notice from the
underwriter or any other firm engaged in connection with your initial public
offering about ceasing involvement in your transaction and how that may impact your
deal, including the deferred underwriting compensation owed for the initial public
offering.
            You may contact Charles Eastman, Staff Accountant, at 202-551-3754 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.

United States securities and exchange commission logo
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
 Comapany NameAustralian Oilseeds Holdings Limited
 April 19, 2023 Page 2
 FirstName LastName
Gary Seaton
Australian Oilseeds Holdings Limited
April 19, 2023
Page 2
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.

 FirstName LastNameGary Seaton
 Comapany NameAustralian Oilseeds Holdings Limited
 April 19, 2023 Page 3
 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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 April 19, 2023 Page 4
 FirstName LastName
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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.

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 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

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 April 19, 2023 Page 6
 FirstName LastName
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.

United States securities and exchange commission logo
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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February 8, 2023
Page 2
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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Page 5
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