Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Agreement and Plan of Merger
As previously disclosed by Edoc Acquisition Corp., a special purpose acquisition
company formed as a Cayman Islands exempted company (together with its
successors, "Edoc" or "Company") in its Current Reports on Form 8-K filed with
the Securities and Exchange Commission on December 9, 2022, on December 5, 2022,
Edoc entered into Business Combination Agreement (as may be further amended or
supplemented from time to time, the "Business Combination Agreement") with
Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the
"AOI"), Australian Oilseeds Holdings Limited, a Cayman Islands exempted company
("Pubco"), AOI Merger Sub, 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, and 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").
On March 31, 2023, Edoc, AOI, Pubco, Merger Sub, the Purchaser Representative
and the Seller Representative entered into that certain First Amendment to the
Business Combination Agreement (the "First Amendment"), pursuant to which the
Business Combination Agreement was amended to add, as a closing condition, that
upon the closing of the transactions contemplated by the Business Combination
Agreement, Edoc shall have cash and cash equivalents, including funds remaining
in Edoc's trust account (after giving effect to the completion and payment of
the redemption) and the proceeds of any PIPE Investment, prior to giving effect
to the payment of Edoc's unpaid expenses or liabilities, of at least equal to
$10,000,000.
The foregoing description of the First Amendment does not purport to be complete
and is subject to and qualified in its entirety by reference to the First
Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The Business Combination Agreement provides investors with information regarding
its terms and is not intended to provide any other factual information about the
parties. In particular, the assertions embodied in the representations and
warranties contained in the Business Combination Agreement were made as of the
execution date of the Business Combination Agreement only and are qualified by
information in confidential disclosure schedules provided by the parties in
connection with the signing of the Business Combination Agreement. These
disclosure schedules contain information that modifies, qualifies, and creates
exceptions to the representations and warranties set forth in the Business
Combination Agreement, which, while they may be material to the parties to the
Business Combination Agreement, Edoc believes are not material to investors'
understanding of such representations and warranties. Moreover, certain
representations and warranties in the Business Combination Agreement may have
been used for the purpose of allocating risk between the parties rather than
establishing matters of fact. Accordingly, you should not rely on the
representations and warranties in the Business Combination Agreement as
characterizations of the actual statements of fact about the parties.
1
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.
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.
2
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 January 24, 2023. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 First Amendment to the Business Combination Agreement, dated as of
March 31, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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