Item 1.01 Entry Into A Material Definitive Agreement.
BUSINESS COMBINATION AGREEMENT
This section describes the material provisions of the Business Combination
Agreement but does not purport to describe all of the terms thereof. Edoc's
shareholders, warrant holders, rights holders and other interested parties are
urged to read such agreement in its entirety. The following summary is qualified
in its entirety by reference to the complete text of the Business Combination
Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise
defined herein, the capitalized terms used below are defined in the Business
Combination Agreement.
General Description of the Business Combination Agreement
On December 5, 2022, EDOC Acquisition Corp., a Cayman Islands exempted
corporation (together with its successors, "Edoc"), entered into a Business
Combination Agreement (the "Business Combination Agreement") with Australian
Oilseeds Investments Pty Ltd., an Australian proprietary company (the "AOI"),
Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to
become party to the Business Combination Agreement (a "Joinder"), a to-be-formed
Cayman Islands exempted company ("Pubco"), AOI Merger Sub, upon execution of a
Joinder, a to-be-formed Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco ("Merger Sub"), American Physicians LLC, a Delaware limited
liability company ("Purchaser Representative"), in the capacity as the Purchaser
Representative thereunder, Gary Seaton, in his capacity as the representative
for the Sellers (as defined below) in accordance with the terms and conditions
of the Business Combination Agreement (the "Seller Representative") and each of
the holders of AOI's outstanding capital shares named on Annex I thereto (the
"Primary Sellers"), as amended from time to time to include subsequent parties
that execute and deliver to Edoc, Pubco and AOI a Joinder (the "Joining
Sellers"), and the holders of AOI's outstanding capital shares who are bound by
the provisions of the Business Combination Agreement pursuant the drag-along
rights set forth in AOI's memorandum and articles of association (the
"Drag-Along Sellers", and collectively with the Joining Sellers, the "Sellers").
Pursuant to the Business Combination Agreement, subject to the terms and
conditions set forth therein, at the closing of the transactions contemplated by
the Business Combination Agreement (the "Closing"), (a) Edoc will merge with and
into Merger Sub, with Edoc continuing as the surviving entity (the "Merger"),
and with holders of Edoc securities receiving substantially identical securities
of Pubco, and (b) immediately prior to the Merger, Pubco will acquire all of the
issued and outstanding ordinary shares of AOI (the "Purchased Shares") from the
Sellers in exchange for ordinary shares of Pubco, with AOI becoming a
wholly-owned subsidiary of Pubco (the "Share Exchange", and together with the
Merger and the other transactions contemplated by the Business Combination
Agreement, the "Transactions").
Exchange Consideration
The total consideration to be paid by Pubco to the Sellers for the Purchased
Shares shall be an aggregate number of Pubco ordinary shares (the "Exchange
Shares") with an aggregate value (the "Exchange Consideration") equal to,
without duplication, (i) $190,000,000, plus (or minus, if negative) (ii) AOI's
net working capital less a target net working capital of $4,000,000, minus (iii)
the aggregate amount of any outstanding indebtedness, net of cash and cash
equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any
unpaid transaction expenses of AOI, with each Pubco ordinary share to be issued
to the Sellers valued at $10.00.
The Exchange Consideration is subject to adjustment after the Closing based on
final confirmation of AOI's net working capital, the outstanding indebtedness of
AOI and its subsidiaries net of cash and cash equivalents, and any unpaid
transaction expenses of AOI, as of the date of the Closing. If the finally
determined number of Exchange Shares is (i) greater than the estimated number of
Exchange Shares, Pubco will issue an additional number of Pubco ordinary shares
equal to such difference to the Sellers, subject to a maximum amount equal to
the amount of Escrow Property (defined below) at such time or (ii) less than the
estimated number of Exchange Shares, Pubco will cause the Escrow Agent (as
defined below) to release from escrow a number of Escrow Shares equal to such
difference to Pubco, subject to a maximum amount equal to the Escrow Property at
such time.
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Escrow Accounts
The parties agreed that at or prior to the Closing, Pubco, the Primary Sellers,
the Purchaser Representative, the Seller Representative and Continental Stock
Transfer & Trust Company, as escrow agent (the "Escrow Agent" or "CST") will
enter into an Escrow Agreement, effective as of the Closing, in form and
substance reasonably satisfactory to Edoc and AOI (the "Escrow Agreement"),
pursuant to which Pubco will deliver to the Escrow Agent a number of Exchange
Shares equal to 15% of the estimated Exchange Consideration otherwise issuable
to the Sellers at the Closing (such Exchange Shares, together with any equity
securities paid as dividends or distributions with respect to such shares or
into which such shares are exchanged or converted the "Escrow Shares") to be
held, along with any dividends, distributions or income thereon (together with
the Escrow Shares, the "Escrow Property") in a segregated account (the "Escrow
Account") and disbursed in accordance with the Business Combination Agreement
and the Escrow Agreement. The Escrow Shares will be held in the Escrow Account
for a period of 12 months after the Closing and shall be the sole and exclusive
source of payment for any post-Closing purchase price adjustment and for any
post-closing indemnification claims (other than certain fraud claims and
breaches of AOI and the Sellers' fundamental representations, as discussed
below). At the 12-month anniversary of the Closing, all remaining Escrow
Property will be released to the Sellers in accordance with the Business
Combination Agreement. However, an amount of Escrow Property equal to the value
of any pending and unresolved claims will remain in the Escrow Account until
finally resolved.
Representations and Warranties
The Business Combination Agreement contains a number of representations and
warranties made by Edoc, AOI and Pubco as of the date of such agreement or other
specific dates solely for the benefit of certain of the parties to the Business
Combination Agreement, which in certain cases are subject to specified
exceptions and materiality, Material Adverse Effect, knowledge and other
qualifications contained in the Business Combination Agreement or in information
provided pursuant to certain disclosure schedules to the Business Combination
Agreement. "Material Adverse Effect" as used in the Business Combination
Agreement means with respect to any specified person or entity, any fact, event,
occurrence, change or effect that has had or would reasonably be expected to
have, individually or in the aggregate, a material adverse effect on the
business, assets, liabilities, results of operations, prospects or condition
(financial or otherwise) of such person or entity and its subsidiaries, taken as
a whole, or the ability of such person or entity or any of its subsidiaries on a
timely basis to consummate the transactions contemplated by the Business
Combination Agreement or the ancillary documents thereto, subject to certain
customary exceptions.
In the Business Combination Agreement, AOI made certain customary
representations and warranties to Edoc, including among others, related to the
following: (1) corporate matters, including due organization, existence and good
standing; (2) authority and binding effect relating to execution and delivery of
the Business Combination Agreement and other ancillary documents; (3)
capitalization; (4) subsidiaries; (5) governmental approvals; (6)
non-contravention; (7) financial statements; (8) absence of certain changes; (9)
compliance with laws; (10) permits; (11) litigation; (12) material contracts;
(13) intellectual property; (14) taxes and tax returns; (15) real property; (16)
personal property; (17) title to and sufficiency of assets; (18) employee
matters; (19) benefit plans; (20) environmental matters; (21) transactions with
related persons; (22) insurance; (23) customers and suppliers; (24) business
practices; (25) Investment Company Act of 1940 ("Investment Company Act"); (26)
finders and brokers; (27) food law compliance; (28) information supplied; and
(29) independent investigation. Additionally, Pubco made certain customary
representations and warranties to Edoc, AOI and the Sellers with respect to
Pubco and Merger Sub as of the date it executes a Joinder, including
representations and warranties related to the following: (1) corporate matters,
including due organization, existence and good standing; (2) authority and
binding effect relating to execution and delivery of the Business Combination
Agreement and other ancillary documents; (3) governmental approvals; (4)
non-contravention; (5) capitalization; (6) title and ownership of the Exchange
Shares to be issued to the Sellers; (7) Pubco and Merger Sub activities; (8)
finders and brokers; (9) Investment Company Act; (10) information supplied; and
(11) independent investigation.
In the Business Combination Agreement, Edoc made certain customary
representations and warranties to AOI, Pubco, Merger Sub and the Sellers,
including among others, related to the following: (1) corporate matters,
including due organization, existence and good standing; (2) authority and
binding effect relative to execution and delivery of the Business Combination
Agreement and other ancillary documents; (3) governmental approvals; (4)
non-contravention; (5) capitalization; (6) SEC filings and financial statements;
(7) absence of certain changes; (8) compliance with laws; (9) litigation, orders
and permits; (10) taxes and returns; (11) employees and employee benefit plans;
(12) properties; (13) material contracts; (14) transactions with affiliates;
(15) Investment Company Act; (16) finders and brokers; (17) business practices;
(18) insurance; (19) independent investigation; (20) information supplied; and
(21) Edoc's trust account.
In the Business Combination Agreement, each Seller made customary
representations and warranties to Edoc, including among others, related to the
following: (1) organization and good standing; (2) authority and binding effect
relating to execution and delivery of the Business Combination Agreement and
other ancillary documents; (3) ownership of the Purchased Shares; (iv)
government approvals; (v) non-contravention; (6) litigation; (7) investment
representations; (8) finders and brokers; (9) information supplied; and (10)
independent investigation.
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Covenants of the Parties
Each party agreed in the Business Combination Agreement to use its commercially
reasonable efforts to effect the Closing. The Business Combination Agreement
also contains certain customary covenants by each of the parties during the
period between the signing of the Business Combination Agreement and the earlier
of the Closing or the termination of the Business Combination Agreement in
accordance with its terms (the "Interim Period"), including covenants regarding:
(1) the provision of access to their properties, books and personnel; (2) the
operation of their respective businesses in the ordinary course of business; (3)
Edoc's public filing obligations and AOI's obligation to deliver interim
financial statements; (4) no solicitation of, or entering into, any alternative
competing transactions; (5) no insider trading; (6) notifications of certain
breaches, consent requirements or other matters; (7) efforts to consummate the
Closing and obtain third party and regulatory approvals; (8) further assurances;
(9) public announcements; (10) confidentiality; (11) indemnification of
directors and officers after the Closing and tail insurance; (12) use of trust
proceeds after the Closing; (13) efforts to conduct a private placement,
backstop or redemption waiver arrangements, if sought; and (14) approval of an
equity incentive plan of Pubco in a form mutually acceptable to Pubco, Edoc and
AOI.
The parties also agreed to take all necessary actions to cause Pubco's board of
directors immediately after the Closing to consist of a board of five directors,
a majority of which will be independent. One director (who shall qualify as an
independent director) will be designated by Edoc prior to the Closing, three
directors (at least one being an independent director) will be designated by AOI
prior to the Closing and one independent director will be mutually agreed upon
by Edoc and AOI prior to the closing.
Edoc and Pubco also agreed to prepare, and Pubco shall file with the Securities
and Exchange Commission ("SEC"), a registration statement on Form F-4 (as
amended, the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act") of the issuance of
securities of Pubco to the holders of the Edoc securities and containing a proxy
statement/prospectus for the purpose of soliciting proxies from the shareholders
of Edoc for the matters relating to the Transactions to be acted on at the
extraordinary general meeting of the shareholders of Edoc and providing such
shareholders with an opportunity to participate in the redemption by Edoc of its
public shareholders in connection with Edoc's initial business combination, as
required by its amended and restated memorandum and articles of association (the
"Redemption").
Survival and Indemnification
The of representations and warranties of AOI and the Sellers survive the Closing
for 12 months, other than (i) representations and warranties of AOI regarding
(1) corporate matters, including due organization, existence and good standing;
(2) authority and binding effect relating to execution and delivery of the
Business Combination Agreement and other ancillary documents; (3)
capitalization; (4) subsidiaries; (5) intellectual property; (6) taxes and tax
returns; (7) benefit plans; (8) environmental matters; and (9) finders and
brokers and (ii) the representations and warranties of the Sellers regarding (1)
organization and good standing; (2) authority and binding effect relating to
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Business Combination Agreement, dated as of December 5, 2022, by and
among EDOC Acquisition Corp, American Physicians LLC, Australian
Oilseeds Holdings Limited, upon execution of a joinder agreement to
become party thereto, AOI Merger Sub, upon execution of a joinder to
become party thereto, Australian Oilseeds Investments Pty Ltd., Gary
Seaton, in the capacity thereunder as the Seller Representative, and the
shareholders of AOI named as Sellers therein.
10.1 Form of Lock-Up Agreement, dated as of December 5, 2022.
10.2 Form of Non-Competition and Non-Solicitation Agreement, dated as of
December 5, 2022.
10.3 Sponsor Support Agreement, dated as of December 5, 2022, by and among
EDOC Acquisition Corp, American Physicians LLC, Australian Oilseeds
Holdings Limited, upon execution of a joinder agreement to become party
thereto, and certain insiders of EDOC Acquisition Corp. party thereto.
10.4 Insider Letter Amendment, dated as of December 5, 2022, by and among
EDOC Acquisition Corp, American Physicians LLC, Australian Oilseeds
Holdings Limited, upon execution of a joinder agreement to become party
thereto, and certain shareholders of of EDOC Acquisition Corp. party
thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The exhibits and schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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Forward-Looking Statements
The information in this report includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"may," "will," "expect," "continue," "should," "would," "anticipate," "believe,"
"seek," "target," "predict," "potential," "seem," "future," "outlook" or other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, (1) statements regarding estimates and
forecasts of financial and performance metrics and projections of market
opportunity and market share; (2) references with respect to the anticipated
benefits of the proposed Business Combination and the projected future financial
performance of Edoc and AOI's operating companies following the proposed
Business Combination; (3) changes in the market for AOI's products and services
and expansion plans and opportunities; (4) AOI's unit economics; (5) the sources
and uses of cash of the proposed Business Combination; (6) the anticipated
capitalization and enterprise value of the combined company following the
consummation of the proposed Business Combination; (7) the projected
technological developments of AOI and its competitors; (8) anticipated short-
and long-term customer benefits; (9) current and future potential commercial and
customer relationships; (10) the ability to manufacture efficiently at scale;
(11) anticipated investments in research and development and the effect of these
investments and timing related to commercial product launches; and (12)
expectations related to the terms and timing of the proposed Business
Combination. These statements are based on various assumptions, whether or not
identified in this report, and on the current expectations of AOI's and Edoc's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
AOI and Edoc. These forward-looking statements are subject to a number of risks
and uncertainties, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; the risk that the Business Combination disrupts current
plans and operations as a result of the announcement and consummation of the
transactions described herein; the inability to recognize the anticipated
benefits of the Business Combination; the ability to obtain or maintain the
listing of the Pubco's securities on The Nasdaq Stock Market, following the
Business Combination, including having the requisite number of shareholders;
costs related to the Business Combination; changes in domestic and foreign
business, market, financial, political and legal conditions; risks relating to
the uncertainty of the projected financial information with respect to AOI;
AOI's ability to successfully and timely develop, manufacture, sell and expand
its technology and products, including implement its growth strategy; AOI's
ability to adequately manage any supply chain risks, including the purchase of a
sufficient supply of critical components incorporated into its product
offerings; risks relating to AOI's operations and business, including
information technology and cybersecurity risks, failure to adequately forecast
supply and demand, loss of key customers and deterioration in relationships
between AOI and its employees; AOI's ability to successfully collaborate with
business partners; demand for AOI's current and future offerings; risks that
orders that have been placed for AOI's products are cancelled or modified; risks
related to increased competition; risks relating to potential disruption in the
transportation and shipping infrastructure, including trade policies and export
controls; risks that AOI is unable to secure or protect its intellectual
property; risks of product liability or regulatory lawsuits relating to AOI's
products and services; risks that the post-combination company experiences
difficulties managing its growth and expanding operations; the uncertain effects
of the COVID-19 pandemic and certain geopolitical developments; the inability of
the parties to successfully or timely consummate the proposed Business
Combination, including the risk that any required shareholder or regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the proposed Business Combination; the outcome of any legal
proceedings that may be instituted against AOI, Edoc or Pubco or other following
announcement of the proposed Business Combination and transactions contemplated
thereby; the ability of AOI to execute its business model, including market
acceptance of its planned products and services and achieving sufficient
production volumes at acceptable quality levels and prices; technological
improvements by AOI's peers and competitors; and those risk factors discussed in
documents of Pubco and Edoc filed, or to be filed, with the Securities and
Exchange Commission (the "SEC"). If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that neither Edoc nor AOI presently know or that Edoc and AOI currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Edoc's and AOI's expectations, plans or forecasts of future
events and views as of the date of this report. Edoc and AOI anticipate that
subsequent events and developments will cause Edoc's and AOI's assessments to
change. However, while Edoc and AOI may elect to update these forward-looking
statements at some point in the future, Edoc and AOI specifically disclaim any
obligation to do so. Readers are referred to the most recent reports filed with
the SEC by Edoc. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made, and we
undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
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Additional Information
Pubco intends to file with the SEC, a Registration Statement on Form F-4 (as may
be amended, the "Registration Statement"), which will include a preliminary
proxy statement of Edoc and a prospectus in connection with the proposed
Business Combination involving Edoc, Pubco, American Physicians LLC, AOI Merger
Sub, Gary Seaton, and the holders of AOI's outstanding capital shares named on
Annex I of the Business Combination Agreement. The definitive proxy statement
and other relevant documents will be mailed to shareholders of Edoc as of a
record date to be established for voting on Edoc's proposed Business Combination
with AOI. SHAREHOLDERS OF EDOC AND OTHER INTERESTED PARTIES ARE URGED TO READ,
WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH EDOC'S SOLICITATION OF PROXIES FOR
THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS
COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT
EDOC, AOI, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to
obtain copies of the Registration Statement and the proxy statement/prospectus,
without charge, once available, on the SEC's website at www.sec.gov or by
directing a request to: Edoc Acquisition Corp., 7612 Main Street Fishers, Suite
200, Victor, NY 14564, Attention: Kevin Chen.
Participants in the Business Combination
Pubco, Edoc and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of Edoc
in connection with the Business Combination. Information regarding the officers
and directors of Edoc is set forth in Edoc's annual report on Form 10-K, which
was filed with the SEC on March 4, 2022. Additional information regarding the
interests of such potential participants will also be included in the
Registration Statement on Form F-4 (and will be included in the definitive proxy
statement/prospectus for the Business Combination) and other relevant documents
filed with the SEC.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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