EDOC Acquisition Corp. (Nasdaq: ADOC) (“EDOC”) announced
today that it has postponed its extraordinary general meeting of
its shareholders (the “Meeting”) to approve its proposed initial
business combination, which was scheduled for February 26, 2024,
has been postponed to 10:00 a.m. Eastern Time, on Wednesday,
February 28, 2024. At the Meeting, shareholders of EDOC will be
asked to vote on proposals to approve, among other things, its
proposed initial business combination with Australian Oilseeds
Holdings Limited, a Cayman Islands exempted company (“Pubco”),
pursuant to a Business Combination Agreement by and among EDOC,
American Physicians LLC, a Delaware limited liability company, AOI
Merger Sub, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Merger Sub”), Australian Oilseeds Investments
Pty Ltd., ACN 158 999 949, an Australian proprietary company
(“AOI”), Gary Seaton, in his capacity as the representative for the
Sellers in accordance with the terms and conditions of the Business
Combination Agreement, dated as of December 5, 2022 (as amended on
March 31, 2023 and December 7, 2023, and as may be further amended,
the “Business Combination Agreement”) and the other parties thereto
(the “Proposed Business Combination”). There is no change to the
location, the record date, the purpose or any of the proposals to
be acted upon at the Meeting.
The reason for the postponement is that AOI is
engaged in additional negotiations regarding potential financing to
occur in connection with the closing of the Proposed Business
Combination.
As a result of this change, the Meeting will now
be held at 10:00 a.m. Eastern Time on Wednesday, February 28, 2024,
via the live webcast at
https://www.cstproxy.com/edocacquisition/2024. The record date for
holders of EDOC’s shareholders for voting in the Meeting remains
February 2, 2024 (the “Record Date”).
If stockholders have any questions or need
assistance please contact Advantage Proxy, EDOC’s proxy solicitor,
by telephone at (877) 870-8565 or by email at
ksmith@advantageproxy.com. EDOC shareholders who hold shares in
"street name" (i.e., shareholders whose shares are held of record
by a broker, bank, or other nominee) should contact their broker,
bank, or nominee to ensure that their shares are voted.
About Australian Oilseeds Investments
Pty Ltd.
Australian Oilseeds Investments Pty Ltd. (the
“Company”) is an Australian proprietary company that, directly and
indirectly through its subsidiaries, is focused on the manufacture
and sale of sustainable oilseeds (e.g., seeds grown primarily for
the production of edible oils) and is committed to working with all
suppliers in the food supply chain to eliminate chemicals from the
production and manufacturing systems to supply quality products to
customers globally. The Company engages in the business of
processing, manufacture and sale of non-GMO oilseeds and organic
and non-organic food-grade oils, for the rapidly growing oilseeds
market, through sourcing materials from suppliers focused on
reducing the use of chemicals in consumables in order to supply
healthier food ingredients, vegetable oils, proteins and other
products to customers globally. Over the past 20 years, the Company
has grown to the largest cold pressing oil plant in Australia,
pressing strictly GMO free conventional and organic oilseeds.
About EDOC Acquisition
Corp.
EDOC Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. The company is sponsored by an
extensive network of physician entrepreneurs across 30+ medical
specialties in leading medical institutions and is led by Kevin
Chen, Chief Executive Officer. In November 2020, EDOC consummated
an initial public offering of 9 million units, each unit consisting
of one Class A ordinary share, one right to receive one-tenth
(1/10th) of a Class A ordinary share, upon the consummation by EDOC
of its Business Combination and one redeemable warrant, each
warrant entitles the holder to purchase one Class A ordinary share
at a price of $11.50 per share.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
This press release relates to the Business
Combination between Australian Oilseeds and EDOC. This press
release does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the transaction described herein,
Australian Oilseeds and EDOC, and/or a successor entity of the
transaction has filed or will file relevant materials with the SEC,
including a Registration Statement on Form F-4, which was declared
effective by the SEC on February 6, 2024, which includes a proxy
statement/prospectus of EDOC. The definitive proxy
statement/prospectus will be filed with the SEC promptly following
the date of this press release and will be sent to all EDOC
shareholders. Australian Oilseeds and EDOC, and/or a successor
entity of the transaction will also file other documents regarding
the proposed transaction with the SEC. Before making any voting or
investment decision, investors and security holders of EDOC are
urged to read the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Australian Oilseeds and EDOC, or any
successor entity of the transaction through the website maintained
by the SEC at www.sec.gov.
The documents filed or that will be filed by
EDOC with the SEC also may be obtained free of charge upon written
request to EDOC Acquisition Corp., 7612 Main Street Fishers, Suite
200, Victor, NY 14564 or via email to EDOC’s chief executive
officer, Kevin Chen at kevin.chen@edocmed.net.
The documents filed or that will be filed by
Australian Oilseeds with the SEC may be obtained free of charge
upon written request to SEC at www.sec.gov or by directing a
request to Australian Oilseeds, 126 – 142 Cowcumbla Street,
Cootamundra, Australia or via email to Australian Oilseeds’ Chief
Financial Officer, Bob Wu at bob@energreennutrition.com.au.
Participants in the
Solicitation
Australian Oilseeds, EDOC and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from EDOC’s
shareholders in connection with the proposed transaction.
Additional information regarding the identity of all potential
participants in the solicitation of proxies to EDOC’s shareholders
in connection with the Business Combination and other matters to be
voted upon at EDOC’s shareholder meeting, and their direct and
indirect interests, by security holdings or otherwise, is set forth
in EDOC’s proxy statement/prospectus. Investors may obtain such
information by reading such proxy statement/prospectus.
Non-Solicitation
This press release is for informational purposes
only and relates to the proposed Business Combination between
Australian Oilseeds and EDOC and is not intended and does not
constitute a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer or invitation for the sale or purchase
of the securities, assets or the business of EDOC or Australian
Oilseeds, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be deemed to be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.
Cautionary Statement Regarding
Forward-Looking Statements
The information in this press release 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
related financing transactions and the projected future financial
performance of Pubco’s operating companies following the proposed
Business Combination and related financing transactions; (3)
changes in the market for Pubco’s products and services and
expansion plans and opportunities; (4) Pubco’s unit economics; (5)
the sources and uses of cash of the proposed Business Combination
and the related financing transactions; (6) the anticipated
capitalization and enterprise value of Pubco’s following the
consummation of the proposed Business Combination and related
financing transactions; (7) the projected technological
developments of Pubco 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 and the related financing transactions. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Pubco’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 Pubco, the
Company 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 or the related
financing transactions; the risk that the Business Combination or
the PIPE 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 or the related financing transactions; the ability to
obtain or maintain the listing of Pubco’s securities on The Nasdaq
Global Market, following the Business Combination, including having
the requisite number of shareholders; costs related to the Business
Combination and the related financing transactions; changes in
domestic and foreign business, market, financial, political and
legal conditions; risks relating to the uncertainty of certain
projected financial information; the Company’s ability to
successfully and timely develop, manufacture, sell and expand its
technology and products, including implement its growth strategy;
the Company’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 the Company’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 the Company and its employees; the Company’s
ability to successfully collaborate with business partners; demand
for the Company’s current and future offerings; risks that orders
that have been placed for the Company’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 the Company is unable to secure or protect its intellectual
property; risks of product liability or regulatory lawsuits
relating to the Company’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 or the related financing
transactions, 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 or the related financing transactions; the outcome of
any legal proceedings that may be instituted against the Company,
EDOC or Pubco or other in connection with the proposed Business
Combination or related financing transactions; the ability of the
Company 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 the Company’s peers and competitors;
and those risk factors discussed in documents of Pubco and EDOC
filed, or to be filed, with 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 Pubco, EDOC
or the Company presently know or that Pubco, EDOC or the Company
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,
Pubco’s and the Company’s expectations, plans or forecasts of
future events and views as of the date of this press release. EDOC,
Pubco and the Company anticipate that subsequent events and
developments will cause EDOC’s, Pubco’s and the Company’s
assessments to change. However, while EDOC, Pubco and the Company
may elect to update these forward-looking statements at some point
in the future, EDOC, Pubco and the Company 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.
EDOC Acquisition Corp.7612 Main Street Fishers,
Suite 200Victor, NY 14564Attn: Kevin Chen, CEOTel: (585)
678-1198
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