Australian Oilseeds Holdings Ltd F-1/A, filed Dec 22, 2025
Australian Oilseeds Holdings Ltd (COOT)
As filed with the Securities and Exchange Commission on December 22, 2025
Registration No. 333-291946
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
TO
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| 4931 | Not Applicable | |||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Tel:
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Kensington House, 69 Dr. Roy’s Drive
P.O. Box 2510, George Town
Grand Cayman KY1-1104, Cayman Islands
Tel.: (345) 949-3344
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Debbie A. Klis, Esq.
Rimon PC
1050 Connecticut Avenue, NW, Suite 500
Washington DC 20036
(202) 935-3390
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging
growth company
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a) (2)(B) of the Securities Act.
* The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. Neither we nor any Selling Shareholder may sell or distribute the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED DECEMBER 22, 2025 |
AUSTRALIAN OILSEEDS HOLDINGS LIMITED
Up to 165,000 Ordinary Shares
by Selling Shareholders
This prospectus relates to the offer and sale from time to time of 165,000 ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) of Australian Oilseeds Holdings Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company” or “Australian Oilseeds”), by the selling shareholders identified in this prospectus (collectively, the “Selling Shareholders”).
As of December 22, 2025, there were 27,898,538 Ordinary Shares outstanding, including approximately 6,090,790 Ordinary Shares held by non-affiliates of our Company.
We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sales of our Ordinary Shares by the Selling Shareholders.
Our Ordinary Shares and Warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively. On December 19, 2025, the last reported sales price of our Ordinary Shares was US$0.65 per share. The Ordinary Shares have recently experienced wide fluctuations in price and trading volume. From November 20, 2025 to December 19, 2025, the closing price of Ordinary Shares on Nasdaq ranged from as low as US$0.65 to as high as US$0.96. During this time, we have not experienced any material changes in our financial condition or results of operations that would explain such price changes or trading volume.
The Selling Shareholders may sell or otherwise dispose of our Ordinary Shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Shareholders may sell or otherwise dispose of our Ordinary Shares pursuant to this prospectus.
We will pay the expenses incurred in registering under the Securities Act of 1933, as amended (the “Securities Act”) the offer and sale of our Ordinary Shares to which this prospectus relates by the Selling Shareholders, including legal and accounting fees. See “Plan of Distribution.”
We are an “emerging growth company”, as defined under the U.S. federal securities laws, and a “controlled company” as defined under the Nasdaq Stock Market Rules and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Summary of the Prospectus - Emerging Growth Company,” and “Summary of the Prospectus -Controlled Company,” respectively.
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The date of this prospectus is __, 2025.
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or any supplement. Neither we nor the Selling Shareholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.
Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”) whereby the Selling Shareholders may, from time to time, sell the Ordinary Shares described in this prospectus. We will not receive any proceeds from the sale by the Selling Shareholders of the Ordinary Shares described in this prospectus. See also “Use of Proceeds” in this prospectus.
Neither we nor the Selling Shareholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front cover of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
TRADEMARKS AND COPYRIGHTS
We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This prospectus may contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.
MARKET AND INDUSTRY DATA
Unless otherwise indicated, information contained in this prospectus concerning our industry and the regions in which we operate, including our general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. While we believe that the market data, industry forecasts and similar information included in this prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of our future performance and growth objectives and the future performance of our industry and the markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.
Information contained in this prospectus concerning our industry, market and competitive position data are derived from our own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but such information is inherently imprecise. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors”. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The Private Securities Litigation Reform Act of 1995 (the “PSLRA”) provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations.
Australian Oilseeds desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | our projected financial position and estimated cash burn rate; | |
| ● | the financial and business performance of the Company, including financial projections and business metrics and any underlying assumptions thereunder; | |
| ● | our estimates regarding expenses, future revenues and capital requirements; | |
| ● | the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; | |
| ● | the Company’s ability to scale in a cost-effective manner; | |
| ● | developments and projections relating to the Company’s competitors and industry; | |
| ● | our reliance on third-party suppliers; | |
| ● | the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; | |
| ● | changes in the Company’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; | |
| ● | the implementation, market acceptance and success of the Company’s business model; |
| ● | the Company’s expectations surrounding its capital requirements as it seeks to build its customer base the insurance it will maintain going forward; | |
| ● | the Company’s ability to achieve its future business plans; | |
| ● | the Company’s ability to participated in demand globally for sustainable premium cold pressed and NON-GMO oil, protein meal for feed stock and plant based meat substitutes; |
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| ● | the success of the Company’s expansion to its existing oil processing plant the Company’s plans to build an additional larger multi-seed crushing plant in Queensland to become the largest cold-pressed producer in the Oceanic/APAC region; | |
| ● | the Company’s ability to launch additional product lines and compete effectively with respect to its competitors; and | |
| ● | the Company’s ability to increase production to meet demand and reach its revenue goals while still maintaining quality and its commitment to a sustainable product and methods. | |
| ● | man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect our business or assets; | |
| ● | the loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; | |
| ● | exchange rate fluctuations; | |
| ● | changes in interest rates or rates of inflation, legal, regulatory and other proceedings; and | |
| ● | tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where we operate. |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
You should read this prospectus with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including those described in the “Risk Factors” section beginning on page 6 and elsewhere in this prospectus.
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SUMMARY OF THE PROSPECTUS
This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our Securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our Securities, you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of Australian Oilseed Holdings Limited and related notes thereto included elsewhere in this prospectus.
The Company
Australian Oilseed Holdings Limited directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20+ years, the Company has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
Business Combination
On March 21, 2024 (the “Closing Date”), Australian Oilseeds Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 7, 2022, where the Company, EDOC Acquisition Corp. (“EDOC”), Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), AOI Merger Sub Inc., and certain shareholders of AOI collectively holding a controlling interest (together with other shareholders of AOI subsequently joining the transactions, the “Sellers”), entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, EDOC proposed to enter into a business combination with Australian Oilseeds involving the Merger and the Share Exchange, among which Merger Sub would merge with and into EDOC, with EDOC as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”), and each issued and outstanding security of EDOC immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive substantially identical securities of the Company, and (b) the Company will acquire all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”) (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions” or the “Business Combination”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the Australian Act
The Merger was consummated on March 21, 2024, and the Share Exchange and Business Combination were consummated on the Closing Date. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination at the effective time of the Business Combination (the “Effective Time”):
| ● | each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received a number of Company Ordinary Shares, which are listed under the ticker “COOT” (less 200,000 Class A ordinary shares that were forfeited to the Company; | |
| ● | each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); | |
| ● | each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; |
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| ● | EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; |
| ● | each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; | |
| ● | EDOC’s Rights will no longer be traded | |
| ● | EDOC’s 479,000 placement units (“Placement Units”) were exchanged for Company Ordinary Shares and Warrants of the Company; and | |
| ● | EDOC’s $1,500,000 of convertible promissory notes that were convertible at Closing into Company Ordinary Shares (“Convertible Shares”) and warrants (“Convertible Warrants”). |
On March 22, 2024, the Ordinary Shares and the Company Warrants commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to:
| ● | being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions; |
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”); |
| ● | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus; |
| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and |
| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
We will remain an emerging growth company until the earliest to occur of:
| ● | December 31, 2029 (the last day of the fiscal year that follows the fifth anniversary of the completion of our initial public offering); |
| ● | the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; |
| ● | the date on which we are deemed to be a “large-accelerated filer,” as defined in the Exchange Act; and |
| ● | the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. |
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We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our Ordinary Shares may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosure requirements available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
Controlled Company
We are a “controlled company” as defined under the Nasdaq Stock Market Rules because JSKS Enterprises, our majority shareholder, holds more than 50% of our voting power, and we expect we will continue to be a controlled company upon completion of this offering.
For so long as we remain a “controlled company,” we are not required to comply with the following permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:
| ● | our board of directors is not required to be comprised of a majority of independent directors. our board of directors is not subject to the compensation committee requirement; and | |
| ● | we are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors. |
As a result, if we take advantage of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. We intend to take advantage of these controlled company exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies. See “Risk Factors.”
Summary of Risk Factors
The following summary description sets forth an overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. We encourage you to read the full risk factor discussion carefully. We are an early stage company with a history of financial losses and our battery business expects to incur significant expenses and continuing losses for the foreseeable future. In addition to the foregoing, we are subject to foreseeable and unforeseen risks including in part:
| ● | We are significantly dependent on the revenues from the sale of our products and, therefore, our results of operations could be negatively impacted if we are unable to sell a sufficient number of products at satisfactory margins. |
| ● | We lack product and business diversification. Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company. |
| ● | We are dependent on contracts with local and regional farmers for oilseeds and loss of these contracts could have a material adverse effect on our business, financial condition and revenues. |
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| ● | The Company faces risks related to global, federal, state, and local regulation affecting its operations, including changes to and the imposition of new practices and regulations on trade restrictions, food safety regulations, sustainability requirements, traceability, environmental laws and other matters, which could materially and adversely affect its business, results of operations and financial condition. |
| ● | Our operations are inherently subject to changing conditions that can affect our profitability, such as a decrease in sales of our products and unfavorable weather and environmental conditions. |
| ● | Disruptions in water and power supply may adversely affect our and our suppliers’ operations. |
| ● | Our operating results may fluctuate, and our operating results could be adversely affected by several factors such as a decrease of product sales, price changes in response to competitive factors and increases in oil seed costs. |
| ● | Our revenue may not achieve budget in FY 2026 while we expend capital to expand our Cootamundra facility and construct our new Queensland facility. |
| ● | If we fail to effectively promote our brand, our business, financial condition and results of operations may be materially and adversely affected. |
| ● | We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire qualified personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected. |
| ● | The retail price of our products may be subject to control by government authorities, which may cause a material adverse effect on our financial condition and results of operations. |
| ● | Adverse publicity associated with our products, raw materials or top suppliers and customers, could harm our reputation, financial condition and operating results. |
| ● | We may not be able to develop new products and as a result, our business and financial condition could be adversely affected. |
| ● | Our business operations and international expansion may be subject to geopolitical risks including with respect to our supply chain and inflation. |
| ● | Our management has limited experience in operating a public company. |
| ● | Our business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If we cannot raise additional capital when needed, our operations and prospects could be materially and adversely affected. |
| ● | Our principal shareholders will continue to have considerable influence over the election of our board of directors and approval of any significant corporate actions, including any sale of the Company. |
| ● | Future sales of substantial amounts of our Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, either by us or by our existing shareholders, or the possibility that such sales could occur and could adversely affect the market price of our Ordinary Shares. |
| ● | Our business may be significantly impacted by a change in general economic, political, and market conditions, including any resulting effect on consumer or business spending. |
| ● | We operate in competitive markets, and we must continue to compete effectively. | |
| ● | We have a history of net losses, we may increase expenses in the future, and we may not be able to achieve or maintain profitability. |
Corporate Information
We were incorporated as an exempted company limited by shares on December 29, 2022 in the Cayman Islands. Upon the consummation of Business Combination on March 21, 2024, “Australian Oilseeds Holdings Limited” became the ultimate corporate parent of AOI and its subsidiaries. On March 22, 2024, our Ordinary Shares and Warrants commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively. On October 29, 2025, Nasdaq issued a letter to inform the Company that the Nasdaq Staff has approved the Company’s pending application to list its securities on The Nasdaq Capital Market. The Company’s securities were transferred to the Capital Market at the opening of business on October 31, 2025.
Our registered office is c/o Stuarts Corporate Services Ltd., P.O. Box 2510, Kensington House, 69 Dr Roy’s Drive, Grand Cayman KY1-1104, Cayman Islands, and our principal executive office is 126 — 142 Cowcumbla Street, Cootamundra, Australia. Our principal website address is www.Australian Oilseeds.au. We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus.
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THE OFFERING
| Issuer: | Australian Oilseeds Holdings Limited | |
| Ordinary Shares outstanding as of December 22, 2025: | 27,898,538 Ordinary Shares. | |
| Use of Proceeds: | We will not receive any proceeds from the resale of Ordinary Shares included in this prospectus by the Selling Shareholder. | |
| Ordinary Shares Offered by the Selling Shareholders: | Up to 165,000 Ordinary Shares. | |
Ordinary Shares outstanding after giving effect to the issuance of the shares registered hereunder: |
27,898,538 Ordinary Shares. | |
| Offering prices for resales: | The Selling Shareholder may resell or otherwise dispose of all, some or none of the Ordinary Shares included in this prospectus, at any time or from time to time in a number of different ways in its discretion and at varying prices. See the section titled “Plan of Distribution” for more information about how the Selling Shareholder may sell or otherwise dispose of the Ordinary Shares being offered in this prospectus. | |
| Market for our Ordinary Shares: | Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol: “COOT.” | |
| Risk Factors: | See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Ordinary Shares. |
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RISK FACTORS
Our business and our industry are subject to significant risks. You should carefully consider all of the information set forth in this prospectus and in our other filings with the SEC, including the following risk factors, in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results, and growth prospects would likely be materially and adversely affected. This prospectus also contains forward- looking statements that involve risks and uncertainties. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
Risks Related to our Ordinary Shares
Our stock price may be volatile, and purchasers of our Ordinary Shares could incur substantial losses.
The stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companies, particularly following a public offering of a company with a small public float. There is the potential for rapid and substantial price volatility of our Ordinary Shares. These broad market factors may seriously harm the market price of our Ordinary Shares, regardless of our actual or expected operating performance and financial condition or prospects, which may make it difficult for investors to assess the rapidly changing value of our Ordinary Shares.
We are currently listed on The Nasdaq Capital Market (“Nasdaq”). If we are unable to maintain listing of our securities on Nasdaq or any stock exchange, our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and it may be more difficult for our shareholders to sell their securities.
Although our Ordinary Shares are currently listed on Nasdaq, we may not be able to continue to meet the exchange’s minimum listing requirements or those of any other national exchange. If we are unable to maintain a listing on Nasdaq or if a liquid market for our Ordinary Shares does not develop or is sustained, our Ordinary Shares may remain thinly traded. As previously reported on Form 6-K, on August 28, 2024, the Company received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that based on the closing bid price of the Company for the period for the prior 30 consecutive business days, the Company no longer meets Nasdaq Listing Rules 5550(a)(2) (the “Rules”) requirement that listed securities maintain a minimum bid price of $1 per share. Nasdaq provided the Company with 180 calendar days compliance period, or until February 24, 2025, in which to regain compliance with Nasdaq continued listing requirement. On January 3, 2025, Nasdaq sent a letter to the Company advising that Nasdaq has determined that for the prior 15 consecutive business days, from December 11, 2024 to January 2, 2025, the closing bid price of the Company’s Ordinary Shares has been at $1.00 per share or greater. Accordingly, the Company regained compliance with Listing Rule 5450(a)(1), and this matter was closed.
As previously reported, on December 6, 2024, the Company received a notification letter (the “Letter”) from Nasdaq notifying the Company that its amount of shareholders’ equity has fallen below the $10,000,000 required minimum for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1)(A). The Company’s shareholders’ equity as reported in the Company’s Annual Report on Form 10-K for the period ended June 30, 2024 was AUD $907,569. Based on the currency conversion rate from AUD to USD as of June 30, 2024, the shareholders’ equity was approximately $605,258. In accordance with Nasdaq rules and as stated in the Letter, the Company had until January 21, 2025 (45 calendar days from the date of the Letter) to submit a plan to regain compliance. On January 20, 2025, the Company submitted its plan of compliance which it supplemented on January 28, 2025. On February 18, 2025, based on the Company’s submission, the Nasdaq Staff determined to grant the Company an extension of time to regain compliance with Nasdaq Listing Rule 5550(b)(1)(A) to May 30, 2025.
As previously reported, on May 27, 2025, the Company received a written notice (the “Bid Price Notice”) from Nasdaq indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days to November 24, 2025 in which to regain compliance. If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed.
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As previously reported, on May 27, 2025, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”). The Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 14, 2025, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. The Nasdaq Letter provided that under Nasdaq rules, the Company had 60 calendar days to submit a plan to regain compliance with respect to the Delinquent Filing. The Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2025 three days later on May 30, 2025, thereby regaining compliance with its filing obligation, which eliminated the need for the Company to submit a formal plan to regain compliance. received a letter dated October 29, 2025 (the “Compliance Letter”) from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Compliance Letter informed the Company that it had regained compliance with Nasdaq’s bid price requirement (the “Bid Price Requirement”) in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq’s listing requirements. Accordingly, the Nasdaq considers the matter closed.
On July 30, 2025, the Company held extraordinary general meeting of shareholders, and it was resolved, pursuant to Section 60 of the Companies Act (2025 Revision) (the “Companies Act”), Article 62 of the Company’s articles of association, the Company’s share capital be amended to effect a reverse share split (the “Reverse Share Split”) of the Company’s Class A ordinary shares, par value $0.0001 per share, by a ratio in the range of 1 for 2 to 1 for 8, to be determined by the Company’s Board of Directors (“Board”) following the Extraordinary General Meeting.
As previously reported, on August 22, 2025, Nasdaq granted the Company’s request for continued listing subject to company demonstration of compliance with equity rule as per the company’s financial statements to be filed on or before September 30, 2025. As previously disclosed on June 10, 2025, the Company announced that it had received notification from Nasdaq regarding its failure to regain compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”). The Company subsequently requested a hearing before the Nasdaq Hearings Panel, which was held on July 22, 2025. The Company presented to the Panel its plan to achieve compliance with applicable Nasdaq listing criteria and requested an extension of time to do so.
The Panel granted the Company an extension to regain compliance with continued listing requirements and demonstrate long-term compliance with the Equity Rule (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million). Specifically, the Panel has agreed to provide the Company until September 30, 2025 to regain compliance with the Equity Rule and to allow the continued listing of the Company’s ordinary shares and warrants on The Nasdaq Stock Market through such date, subject to the Company’s compliance with the Equity Rule on or prior to such date. The Company states that as of the hearing date on July 22, 2025, it had $2.6 million in shareholder equity. The Company plans to maintain this minimum equity value by converting additional debt and increasing revenues. As required by The Nasdaq Stock Market’s rules, should the Company regain compliance, it will be subject to a one-year panel monitor. Although the Company will use all reasonable efforts to achieve compliance with listing requirements, there can be no assurance that the Company will be able to maintain compliance with all Nasdaq continued listing requirement.
The Company received a letter dated October 29, 2025 (the “Compliance Letter”) from the Staff of the Listing Qualifications Department of Nasdaq that informed the Company that it had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq’s listing requirements. Accordingly, the Nasdaq considers the matter closed
On October 29, 2025, Nasdaq issued a letter to inform the Company that the Nasdaq Staff has approved the Company’s pending application to list its Class A Ordinary Shares on The Nasdaq Capital Market (the “Nasdaq Capital Market”). The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on October 31, 2025.
On November 4, 2025, Nasdaq sent a letter to the Company advising that it found the Company in compliance with Listing Rule 5550(b)(1), the “Equity Rule” and is subject to a one-year monitoring period until November 4, 2026.
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The listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:
| ● | the liquidity of our Ordinary Shares; | |
| ● | the market price of our Ordinary Shares; | |
| ● | our ability to obtain financing for the continuation of our operations; | |
| ● | the number of institutional and general investors that will consider investing in our Ordinary Shares; | |
| ● | the number of investors in general that will consider investing in our Ordinary Shares; | |
| ● | the number of market makers in our Ordinary Shares; | |
| ● | the availability of information concerning the trading prices and volume of our Ordinary Shares; and | |
| ● | the number of broker-dealers willing to execute trades in our Ordinary Shares. |
Our principal shareholders will continue to have significant influence over the election of our board of directors and approval of any significant corporate actions, including any sale of the Company.
Our founders, executive officers, directors, and other principal shareholders, in the aggregate, beneficially own a majority of our outstanding shares. These shareholders currently have, and likely will continue to have, significant influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.
We could be subject to securities class action litigation.
In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. In 2020, 22% of securities class action litigation filings were against defendants in the health technology and services sector, which accounted for 22% of new filings. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.
The trading market for our Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrades our Ordinary Shares or publishes inaccurate or unfavorable research about our business, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Ordinary Shares to decline.
We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your Ordinary Shares for return on your investment.
We have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our stock. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
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Future sales of substantial amounts of our Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, either by us or by our existing shareholders, or the possibility that such sales could occur, could adversely affect the market price of our Ordinary Shares.
Future sales in the public market of our Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, shares held by our existing shareholders or shares issued upon the exercise of our outstanding shares options or warrants, or the perception by the market that these sales could occur, could lower the market price of our Ordinary Shares or make it difficult for us to raise additional capital.
We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our Ordinary Shares less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
In addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.
Anti-takeover provisions contained in our certificate of incorporation and bylaws as well as provisions of Cayman Act, could impair a takeover attempt.
Our certificate of incorporation, bylaws and the Cayman Act contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:
| ● | authorizing “blank check” preferred stock, which could be issued by our board of directors without shareholder approval and may contain voting, liquidation, dividend, and other rights superior to our Ordinary Shares; | |
| ● | limiting the liability of, and providing indemnification to, our directors and officers; | |
| ● | limiting the ability of our shareholders to call and bring business before special meetings; | |
| ● | requiring advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for nominations of candidates for election to our board of directors; | |
| ● | controlling the procedures for the conduct and scheduling of board of directors and shareholder meetings; and | |
| ● | providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings. |
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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. We are also subject to provisions of our Amended and Restated Memorandum and Articles of Association that include language that inhibits a takeover of the Company. This change could limit the price investors might be willing to pay in the future for the Company’s securities and could entrench management.
Any provision of our Amended and Restated Memorandum and Articles of Association or Cayman Islands law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their Ordinary Shares and could also affect the price that some investors are willing to pay for our Ordinary Shares.
Risks Related to the Company and our Business
We are significantly dependent on the revenues from the sale of our products and, therefore, our results of operations could be negatively impacted if we are unable to sell a sufficient number of products at satisfactory margins.
We sell cold pressed vegetable oils and vegetable protein meals extracted from oil seeds. For fiscal years June 30, 2025 and 2024, we derived approximately 74% and 73%, respectively, of our total revenue from the sale of cold pressed vegetable oils with the balance from the sale of vegetable protein meals extracted from oil seeds. The Company processes and sells high quality protein meal for the agricultural market (including the feedstock industry) and is leveraging this by-product to expand into the plant-based meats and proteins markets. Presently, the Cootamundra facility is capable of crushing canola, safflower and sunflower seeds with a current processing capacity of more than 70,000 metric tons per annum. Edible oils and protein meal serve as the largest outlet for oilseed derivative products. The food industry demands healthy oils for cooking and dining. A key example being Canola Oilseed — in which Australia produces over 15-20% of the global Canola seed trade. Australian oilseed production, due to relative proximity and high-quality output, are well-placed to supply the rapidly expanding consumer export markets of the Asia-Pacific as well as satisfy increased domestic demands.
Our dependence on the market for oil seeds for pressing and extraction makes us particularly vulnerable to negative market changes that may occur in these product lines. In particular, if demand for oil seeds such as olives, canola seeds and sunflower seeds increase or if industry demand exceeds supply, the price of oil seeds will be driven upward and our product margins will be negatively impacted, which would have an adverse effect on our business, results of operations and financial condition.
We lack product and business diversification. Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company.
Our current primary business activities focus on agriculturally derived products. Because our focus is limited in this way, any risk affecting the agricultural industry could disproportionately affect our business. Our lack of product and business diversification could inhibit the opportunities for growth of our business, revenues and profits.
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We are dependent on contracts with local and regional farmers for oilseeds and loss of these contracts could have a material adverse effect on our business, financial condition and revenues.
We have a grower contract base for oil seeds made up of local and regional farmers and shareholders. These contracts provide oilseeds on a fixed acre or hectare contract basis as well as standard tonnage contracts for oil seeds. For example, farmers in Cootamundra, New South Wales (“NSW”) have been growing and supplying us with genetically modified organism (“GMO”) free harvested canola for over ten years. There can be no assurance, however, that we will be able to renew these contracts or find adequate replacements for these contracts should they expire. Likewise, while we have long-standing contracts and relationships with our local and regional farmers and shareholders, who have provided qualified GMO free harvested oil seeds in the past, there can be no assurance that they will continue to produce and provide oil seeds of the same quality or at the same amounts going forward. If the sales performance of any supplier declines or if any of our suppliers terminates the cooperation with us or even starts to cooperate with any of our competitors, or if there is any modification as to the sales and purchase terms entered into by and between the Company and any of our key local and regional farmers and shareholders, our business, financial condition and revenue would be seriously impacted. Furthermore, we rely on a concentration of certain suppliers for the bulk of our oilseeds. If the sales performance of any of these suppliers, and particularly our top suppliers, declines or if any of these suppliers terminates the cooperation with us, or if there is any modification as to the sales and purchase terms entered into with these suppliers, our business, financial condition and revenue would be seriously impacted.
We are dependent on a material concentration of revenue from a small group of customers and the impact on the loss of any of these customer could have an adverse impact on cash flows from operations, revenue and profitability of company
Historically, the Company has been dependent on a material concentration of revenue from a small group of customers and the impact on the loss of any of these customer could have an adverse impact on cash flows from operations, revenue and profitability.
There can be no assurance, however, that we will be able to renew these contracts with our customers at higher margins or that we will source new additional customers with better margins should these legacy customer contracts not be renewed or if the sales volumes decline under the legacy contracts. If any of these risks materialize, our business, financial condition, revenue and profitability would be seriously impacted.
The Company faces risks related to global, federal, state, and local regulation affecting its operations, including changes to and the imposition of new practices and regulations on trade restrictions, food safety regulations, sustainability requirements, traceability, environmental laws and other matters, which could materially and adversely affect its business, results of operations and financial condition.
Agricultural production and trade flows are subject to government policies, mandates, and regulations, including in relation to the regulation of employee conditions and entitlements. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, foreign exchange rates, and import and export restrictions on agricultural commodities and commodity products, including policies related to genetically modified organisms, renewable fuel and low carbon fuel mandates, can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, the availability and competitiveness of raw materials, the viability and volume of production of certain of the Company’s products, and industry profitability.
For example, changes in government policies or regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions and create uncertainty and may lead to additional risks and costs and could adversely affect the Company’s agricultural commodity risk management practices as well as its business. Future government policies may adversely affect the supply of, demand for, and prices of the Company’s products; restrict its ability to do business in its existing and target markets; and adversely affect its revenues and operating results. Any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject the Company to fines, penalties, disgorgement, injunctions, and recalls of its products, resulting in damage to its reputation, which could adversely affect its product sales, financial condition and results of its operations.
Our operations are inherently subject to changing conditions that can affect our profitability, such as a decrease in sales of our products and unfavorable weather and environmental conditions.
Our operations are subject to changing conditions that can affect levels of production and production costs for varying lengths of time and can result in decreases in profitability. We are exposed to price risks related to the sale of vegetable oils. In addition, our operating results might also be adversely impacted by unfavorable weather and environmental conditions including but not limited to blight, bush fires, drought and flooding. Under unfavorable weather and environmental conditions, we might be forced to pursue special production plans which differ from our routine production activities, including temporarily closing our production facilities, shortening operation time, and reducing production shifts. As a result, our productivity might materially decrease.
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A majority of our revenue stream depends on timely obtaining oil seeds for extraction into vegetable oils and vegetable protein meals. The supply of oil seeds and their timely availability can be negated by blight, drought, floods, storms or other woes of farming in NSW. Any such event or a combination thereof could render us unable to meet our product demands. This could have a long-term negative effect on our ability to grow our business.
The Company is developing appropriate client related policies and is focused on producing sustainable and chemical free products. Its management have assessed current and pending climate related legislation and can confirm that:
| ● | The Company is not currently subject to climate related legislation that has a material impact on the business; | |
| ● | The Company does not believe any pending climate related legislation will have a material impact on the business; and | |
| ● | Management has considered and determined that there will not be a material increase in capital expenditures or operating costs associated with climate-related matters, including costs and expenditures incurred to mitigate the physical effects of climate change or incurred in connection with any plans they may have to reduce emissions or their reliance on carbon-based energy. |
Disruptions in water and power supply may adversely affect our and our suppliers’ operations.
Our operations are reliant upon stable supply of electricity and access to transportation routes to optimally run our oil seed grinding and extraction operations and/or deliver our products to customers. Our suppliers’ farming operations are, in addition, reliant on access to water for the cultivation of oil seeds, which we then use to produce our products. Should we not have access to reliable electricity supply or should our suppliers have limited access to water or experience infrastructure challenges, this could have a material adverse effect on our access to oil seeds and therefore our business, operating results, cash flows, financial condition and future growth.
Water, as a resource, is becoming increasingly limited as global demand for water increases and extreme temperatures become mundane. A significant part of our suppliers’ operations requires the use of large volumes of water. In recent times, Australia has experienced prolonged periods of drought and there may be significant changes in the future to current water laws which could increase the cost or availability of water in reaction to extended periods of drought and extreme weather.
Our operating results may fluctuate, and our operating results could be adversely affected by various factors such as a decrease of product sales, price changes in response to competitive factors and increases in oil seed costs.
Our quarterly results of operations may fluctuate as a result of a number of factors, including fluctuation in the demand for our products and changes in the price of oil seeds, which directly affect the price of our products and may influence the demand for our products. Therefore, quarter-to-quarter comparisons of results of operations have been and will be impacted by the volume of such orders and shipments. In addition, our operating results could be adversely affected by, among others, the following factors: variations in the mix of product sales; price changes in response to competitive factors; our negotiations with Supermarkets to negotiate price and at the same time maintaining presence in supermarkets, increases in oil seed costs and other significant costs; increases in utility costs (particularly electricity), interruptions in plant operations resulting from the interruption of oil seed and other raw material supplies and Increase in costs without corresponding increase in sales prices.
Our revenue may not achieve budget in FY 2026 while we expend capital to expand our Cootamundra facility and manage cashflows towards payment of legacy cost payable at the time of business combination.
The Company’s operation in fiscal year 2026 may be reduced substantially from our original projections while we expend capital to expand our Cootamundra facility for Increased capacity or overhaul or spec adjustment. Lack of supply of crushed oil and utilization of working capital towards payment of outstanding legacy payments may affect the company’s ability to procure and hold canola seeds, which will affect the sales of company.
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If we fail to effectively promote our brand, our business, financial condition and results of operations may be materially and adversely affected.
We believe that brand image plays an important role in influencing consumers’ decisions in purchasing our products. The reputation of our products, particularly our GMO free cold-pressed vegetable oils, is critical to the success of our business. We believe consumers are attracted to our cold pressed vegetable oils, which are pressed and ground without the use of chemicals or solvents. For fiscal years 2025 and 2024, we derived approximately 74% and 73%, respectively, of our total revenue from the sale of our cold-pressed vegetable oils and its product meal cake. We cannot assure you that our marketing and promotional activities will remain effective going forward. If we fail to successfully market or promote our brands, our brand recognition may be adversely affected and the demand for our products may decline or fail to increase as much as we expect. If our brands are tarnished in any manner, particularly with regard to our environmentally friendly pressing and grinding processes, we may lose our competitive advantage and our business, financial condition and results of operations may be materially and adversely affected.
We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire qualified personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.
We must attract, recruit and retain a sizeable workforce of technically competent employees. Competition for senior management and senior personnel in the industry is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior personnel or attract and retain high-quality senior executives or senior personnel in the future. This failure could materially and adversely affect our future growth and financial condition.
We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.
Our success is, to a certain extent, attributable to the management, sales and marketing, and research and development expertise of key personnel. We are dependent upon the services of Gary Seaton for our continued growth and operation because of his experience in the industry and his personal and business contacts. Although we have no reason to believe that Gary Seaton will discontinue his services with us, the interruption or loss of his services would adversely affect our ability to effectively run our business and pursue our business strategy as well as our results of operations. Besides, our success depends on the continuous devotion of our directors and senior management, and they are well experienced and have a deep understanding as to our business and operation. The loss of these officers could have a material adverse effect upon our business, financial condition, and results of operations.
We may be subject to claims, litigation or regulatory actions filed or pending by or against us, and any obligation to pay a judgment or damages could materially harm our business or financial condition.
From time to time, we may be engaged in litigation and incur significant costs relating to these matters. There are inherent uncertainties of any future litigation, and the ultimate cost and outcome of future litigation cannot be predicted. We currently carry director and officer liability insurance and other insurance policies that provide protection against various liabilities relating to claims against us and our executive officers and directors. Any expenses and liabilities relating to future lawsuits will materially harm our financial condition. In addition, we might not be able to obtain the sufficient insurance coverage due to cost or other reasons. It could make it more difficult for us to retain and attract officers and directors and could expose us to potentially self-funding certain future liabilities ordinarily mitigated by director and officer liability insurance.
In addition, a substantial number of lawsuits have been filed by former special purpose acquisition company (SPAC) shareholders seeking to contest the terms of, or disclosures surrounding, de-SPAC merger transactions. While shareholders and plaintiffs’ firms have long contested public company M&A transactions and are bringing similar challenges to de-SPAC merger transactions, certain structural features of SPACs have led shareholders to make new twists on those arguments. For example, shareholders in a SPAC sued in Delaware state court to enjoin a de-SPAC transaction arguing that the SPAC directors and officers breached their fiduciary duties by rushing to sign a deal just before the time limit to return capital to investors expired that was not in the best interests of SPAC shareholders. The plaintiffs also alleged that several of the SPAC’s managers lacked independence because they were promised board membership in the post-transaction company. The lawsuit was voluntarily dismissed after the SPAC issued additional disclosures.
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Shareholders have also filed dozens of nuisance claims alleging misleading disclosures in proxy statements soliciting shareholder approval of de-SPAC merger transactions. These kinds of proxy statement challenges, which are common in the public M&A setting, are frequently brought under Section 14 of the Exchange Act and SEC Rule 14a-9. In these actions, plaintiffs’ lawyers threaten to enjoin a shareholder vote until the issuer releases supplemental information. These actions frequently settle or are voluntarily dismissed when the company issues additional disclosures, and plaintiffs’ lawyers then seek a “mootness fee” usually after the closing of the business combination. Commentators and courts have criticized this minuet on the ground that the supplemental disclosures confer no real benefits on shareholders. We can expect plaintiffs’ securities law firms to continue to file these claims in connection with many de-SPAC merger transactions to recoup these fees.
Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition, and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations.
The retail price of our products may be subject to control by government authorities, which may cause a material adverse effect on our financial condition and results of operations.
Our main products are our vegetable oils derived from oil seeds, which may be recognized by governments and regulators as one of the essential daily goods purchased by common people. When domestic and international market prices of edible vegetable oil rise sharply and cause serious impact on consumption, governmental authorities may consider conducting price controls in the form of fixed retail prices or retail price ceilings. If this were to happen in Australia, we may face operational pressure for increasing costs, and our profit level may be likely lowered. Any future price controls or government mandated price reductions may have a material adverse effect on our financial condition and results of operations, including significantly reducing our revenue and profitability.
Our business requires a number of permits and licenses in order to carry on our business.
Food manufacturers in Australia are required to obtain certain permits and licenses from various governmental authorities, including Food Standards Australia New Zealand (“FSANZ”). All foods sold in Australia must also comply with a range of laws designed to protect consumer, plant, and animal health and we are subject to regulations pertaining to the agricultural and forestry industry. We have obtained licenses currently required, including for the manufacture and operation of edible vegetable oil.
However, we cannot assure you that we can maintain all required licenses and certificates to carry on our business at all times, and in the past from time to time we may not have been in compliance with all such required licenses or certificates. Moreover, these licenses and certificates are subject to periodic renewal and/or reassessment by the relevant governmental authorities and the standards of such renewal or reassessment may change from time to time. We intend to apply for the renewal of these licenses and certificates when required by then applicable laws and regulations. Any failure by us to obtain and maintain all licenses or certificates necessary to carry on our business at any time could have a material adverse effect on our business, financial condition and results of operations. In addition, any inability to renew these licenses and certificates could severely disrupt our business and prevent us from continuing to carry on our business. Any changes in the standards used by governmental authorities in considering whether to renew or reassess our business licenses, as well as any enactment of new regulations that may restrict the conduct of our business, may also decrease our revenue and/or increase our costs and materially reduce our profitability and prospects. Furthermore, if the interpretation or implementation of existing laws and regulations changes or if new regulations come into effect requiring us to obtain any additional licenses, permits or certifications that were previously not required to operate our existing businesses, we cannot assure you that we may successfully obtain such licenses, permits or certifications.
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Adverse publicity associated with our products, raw materials or top suppliers and customers, could harm our reputation, financial condition and operating results.
The results of our operations may be significantly affected by the public’s perception of our products and similar companies. This perception is dependent upon opinions concerning:
| ● | the safety and quality of our products and oil seeds; | |
| ● | the safety and quality of similar products distributed by other companies; and | |
| ● | Our top suppliers and customers. |
Adverse publicity concerning any actual or purported failure to comply with applicable laws and regulations regarding product claims and advertising or other aspects of our business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on our goodwill and could negatively affect our sales and ability to generate revenue. In addition, our consumers’ perception of the safety and quality of products and raw materials as well as similar products and raw materials distributed by other companies can be significantly influenced by media attention, publicized scientific research or findings, widespread product liability claims and other publicity concerning our products or raw materials, or similar products and raw materials distributed by other companies. Adverse publicity, whether or not accurate or resulting from consumers’ use or misuse of our products, that associates consumption of our products or ingredients or any similar products or ingredients with illness or other adverse effects, questions the benefits of our or similar products or claims that any such products are ineffective, inappropriately advertised or have inaccurate instructions as to their use, could negatively impact our reputation or the market demand for our products. For example, public sentiment may move away from the use of vegetable oils for consumption which would impact market demand for our products.
We may not be able to develop new products and as a result, our business and financial condition could be adversely affected.
The launch and development of new products involve considerable time and commitment which may exert a substantial strain on our ability to manage our existing business and operations. We cannot ensure the success of any new brand or products or that any income will be generated from such new brand or products. If we are not able to develop and introduce new products successfully, or if new products fail to generate sufficient revenues to offset research and development costs, our business, financial condition and results of operations could be adversely affected.
Our operations may be disrupted for maintenance services or reasons beyond our control, which could adversely affect our business, financial condition and results of operations.
Our operations could be disrupted for maintenance services or reasons beyond our control. Our oil seed pressing and grinding facilities are subject to regular maintenance during which operations may halt. Moreover, other causes of disruption include extreme weather conditions, fire, natural catastrophes, raw material supply disruptions, equipment and system failures, mechanical malfunctions, workforce shortages, workforce actions, human errors or environmental issues. Any significant disruption to our operations could adversely affect our ability to produce our vegetable oils and vegetable protein meal products, which could have a material adverse effect on our business, financial condition and results of operations.
We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, supplier or customer data.
In connection with the operation of our business, we store, process and transmit data, including information about our business, employees, suppliers and customers. Unauthorized disclosure or loss of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.
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We take action to mitigate these risks by (a) keeping our software and security systems up to date, (b) using strong passwords and two factor authorization on all online accounts, (c) providing IT security training to employees to identify scam emails and building internal procedures to verify suspicious requests, (d) backing up all data daily and storing the backup offline and online, (e) using a VPN to encrypt internet traffic and protect against cyber-attacks when assessing sensitive data, (f) developing and implementing an incident response plan to ensure a rapid and effective response in case of a cyberattack, and (g) partnering with a cybersecurity company to conduct regular intranet and employee laptop checks.
Nonetheless, there can be no assurance that we will prevent all instances of improper disclosure or loss of sensitive or confidential information. Such disclosure, loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks may increase as we introduce new services and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.
Our business operations and international expansion may be subject to geopolitical risks including with respect to our supply chain and inflation.
Our business operation and international expansion may be subject to geopolitical risks. Any significant deterioration in the international landscape may have a negative effect on our ability to fulfill contractual obligations because of shipping and other impediments that could arise, which could have a material and adverse effect on our business, financial condition and results of operations. We exported our products to various countries outside of Australia and derive sales from exporting to those countries, and we intend to continue to sell our current and future products to countries outside of Australia. Changes to trade policies, treaties and tariffs in or affecting the jurisdictions in which we sell our products, or the perception that these changes could occur, could adversely affect the financial and economic conditions in those jurisdictions, as well as our international sales, results of operations and financial condition.
The Company purchases from Energreen mainly relate to additional canola seed purchases, which seeds are sourced from Energreen’s high-quality and long-standing supply chain. All sales and purchase transactions among the Company and any related parties such as Energreen are structured on an arm’s length basis. Energreen mainly purchases the quality canola seed from Cargill, Grain Corp, and other trade companies in Australia.
There have also been concerns over unrest in Ukraine, the Middle East and Africa, which have resulted in volatility in financial and other markets and concerns over the rising level of inflation in major industrial countries including the United States and worries that efforts to curb inflation may result in recession. There were and could be in the future a number of domino effects from such turmoil on our business, including significant decreases in orders from our customers, insolvency of key suppliers resulting in product delays, rises in raw material prices leading up to increased level of cost of sales that we may not be able to pass onto customers, inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies, and counterparty failures negatively impacting our operations. Any systemic economic or financial crisis could cause revenues for the food production industry as a whole to decline dramatically and could materially and adversely affect our results of operations.
Although our operations have not experienced material and adverse impact on supply chain, cybersecurity or other aspects of our business from the ongoing unrest in Ukraine, the Middle East and Africa or due to COVID-19 or other acts of God or causes, there is no assurance that such conflict would not develop or escalate in a way that could materially and adversely affect our business, financial condition, and results of operations in the future.
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We face risks of natural disasters, acts of God and occurrence of epidemics, which could severely disrupt our business operations.
Natural disasters, epidemics and other acts of God which are beyond our control may adversely affect the economy, infrastructure and livelihood of the people in Australia and may materially and adversely affect our operations as our facilities and offices are currently located in Australia. Material damage to, or the loss of, such facilities due to fire, severe weather, flood, drought, earthquake, or other acts of God or causes may not be adequately covered by proceeds of our insurance coverage and could materially and adversely affect our business and results of operations. For example, rains and floods in Eastern Australia in 2022 (in February, July, November), which were the fifth storms in 19 months were the area was inundated, resulted in billions of AUD of damage. Bushfires in 2019-2020 resulted in more than 2,000 homes being destroyed, losses of more than $900 million and 400+ deaths. Of the more than 10 million hectares burnt in south-eastern Australia during the 2019-2020 fire season, around one-quarter was agricultural land, which caused an estimated $4-5 billion worth of economic losses to the Australian food system. Any such further instances of natural disasters, fires or any outbreaks of contagious disease, acts of war or terrorist attacks may cause damage or disruption to our business, our employees and our markets, any of which could adversely impact our business, results of operations and financial condition.
If our products become contaminated, we may be subject to product liability claims and product recalls.
Our products may be subject to contamination by disease-producing organisms or pathogens. These pathogens are found generally in the environment and therefore, there is a risk that they could be present in our products. These pathogens can also be introduced to our products as a result of improper handling during processing or at the consumer level. We have little, if any, control over proper handling procedures once our products are delivered to our customers.
Our products are subject to sampling examinations on product quality by government authorities. If the products materially fail to meet any relevant quality or safety standards, we may be required by government authorities to recall the products and we may be held responsible for such failure, in which case our reputation and operations will be adversely affected. While we have insurance coverage for such recalls, we may be liable for any loss and injury caused by such products, which may have a materially adverse effect on our financial condition and results of operations. We may also be required to incur extra expenditures to comply with the additional regulatory requirements from time to time. So far there has been no product liability claim, product recall or other incident due to contamination of our products.
Our failure to compete effectively may adversely affect our ability to generate revenue.
We compete with other companies, many of whom are developing or can be expected to develop products similar to ours. Many of our competitors are also more established than we are, and have significantly greater financial, technical, marketing and other resources than we presently possess. Some of our competitors have greater name recognition and a larger operation scale and customer base. These competitors may be able to respond more quickly to new or changing opportunities and customer requirements and may be able to undertake more extensive promotional activities, offer more attractive terms to customers, and adopt more aggressive pricing policies. We cannot assure you that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not harm our business.
Increased competition could lead to lower revenues and higher costs. There is no guarantee that we will be able to compete effectively with current and future competitors, nor will it be possible to ensure that competitors will not actively resort to legal or illegal means which aim at destroying the brand and product quality or affecting the confidence of our consumers.
Risks Related to Being a Public Company
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.
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We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
We face increased legal, accounting, administrative and other costs and expenses as a public company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, while the Company has not identified a material weakness in its internal control over financial reporting, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified people to serve on our Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our Ordinary Shares adversely, or provide more favorable relative recommendations about our competitors, the price of our Ordinary Shares would likely decline. If any analyst who may cover us were to cease our coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
Our Ordinary Shares may be subject to extreme volatility.
The trading price of our Ordinary Shares may be subject to extreme volatility. We cannot predict the magnitude of future fluctuations in the trading price of our Ordinary Shares. The trading price of our Ordinary Shares may be affected by several factors, including events described in the risk factors set forth in the Company’s Annual Report on Form 20-F and in our periodic reports filed with the SEC from time to time, as well as our operating results, financial condition and other events or factors. Any of the factors listed below could have a material adverse effect on your investment in our securities. Factors affecting the trading price of our securities may include:
| ● | announcements by us or our competitors regarding technical developments and levels of performance achieved by our or their real-world data and real-world evidence offering; | |
| ● | announcements by us regarding developments in our relationship with existing and future key customers; | |
| ● | our ability to bring our products and technologies to market on a timely basis, or at all; | |
| ● | our operating results or development efforts failing to meet the expectations of securities analysts or investors in a particular period; |
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| ● | Actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to it; | |
| ● | changes in the market’s expectations about our operating results or the real-world data and real-world evidence industry; | |
| ● | success of competitors actual or perceived development efforts; | |
| ● | changes in financial estimates and recommendations by securities analysts concerning the Company or the real-world data and real-world evidence industry in general; | |
| ● | operating and share price performance of other companies that investors deem comparable to the Company; | |
| ● | disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies; | |
| ● | changes in laws and regulations affecting our business; | |
| ● | our ability to meet compliance requirements; | |
| ● | commencement of, or involvement in, litigation involving the Company; | |
| ● | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; | |
| ● | the volume of Ordinary Shares available for public sale; | |
| ● | the level of demand for our Ordinary Shares, including the amount of short interest in our stock; | |
| ● | any major change in our Board or management; | |
| ● | sales of substantial amounts of the Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; | |
| ● | the expiration of contractual lock-up agreements with our executive officers, directors and shareholders, which we have entered and may enter into in the future from time to time; and | |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
Following certain periods of volatility in the market price of our securities, we may become the subject of securities litigation. We have experienced and may in the future experience additional litigation following periods of volatility. This type of litigation may result in substantial costs and a diversion of management’s attention and resources.
Our business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If we cannot raise additional capital when needed, our operations and prospects could be materially and adversely affected.
We can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Over time, we expect that we will need to raise additional funds, including through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, any significant unplanned or accelerated expenses, and new strategic investments. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to shareholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected.
We have a history of net losses, we may increase expenses in the future, and we may not be able to achieve or return to profitability.
As stated above, we have a history of losses. We generated net losses of $1,462,610 for the year ended June 30, 2025. Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations and draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 30 June 2025 of AUD$6,780,934 and draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its consolidated financial statements but there can be no assurance these sources are sufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.
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Risks Related to Our Warrants
We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders.
Our public Warrants are currently exercisable for one share of Ordinary Shares at a price of $11.50 per share. We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to Warrant holders and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Warrants, as set forth above even if the holders are otherwise unable to exercise the Warrants.
Redemption of the outstanding Warrants could force Warrant holders (i) to exercise their Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, we expect would be substantially less than the market value of their Warrants. None of the private placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
If we choose to exercise this redemption right, warrant holders would be forced to either exercise their warrants at a time when it may be economically disadvantageous to do so or accept the redemption price, which could be significantly lower than the market value of the warrants at that time. This could result in warrant holders receiving less value than they might have otherwise realized had they been able to exercise their warrants at a later date. Additionally, the redemption of warrants could result in dilution to our existing shareholders and may adversely affect the market price of our ordinary shares.
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USE OF PROCEEDS
All of the Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their own accounts. We will not receive any of the proceeds from these sales.
DIVIDEND POLICY
We may declare dividends on our Ordinary Shares from time to time. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.
Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. See the section titled “Description of Securities” and “Tax Considerations” in this prospectus for information on the potential tax consequences of any cash dividends declared.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This section should be read in conjunction with the audited Condensed Consolidated Financial Statements and related Notes included in this prospectus. This section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. See the sections of the prospectus titled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.
Company Overview
The Company is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
Grower Supply Contracts and Farming Methods
To source the agricultural products for its business, the Company has a grower-supply contract base for oilseeds made up of local and regional farmers and shareholders in New South Wales committed to sustainable, renewable and organic farming. The Company’s farmers employ regenerative farming practices such as conservative tillage and minimal use of chemicals and fertilizer to grow produce with no residue and increase carbon sequestration, thereby pulling more carbon from the atmosphere and sequestering higher carbon amounts in the soil.
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These grower-supply contracts (known universally as contract farming) provide for oilseeds on a fixed-acre or hectare-contract basis as well as standard tonnage contracts for oil seeds. Contract farming is an agreement between farmers and processing firms for the production and supply of agricultural products under forward agreements, frequently at predetermined prices. The basis of such production arrangements is a commitment on the part of the farmer to provide a specific commodity in quantities and at quality standards determined by the purchaser and a commitment on the part of the purchaser to support the farmer’s production and to purchase the commodity at harvest.
After the Company determines with whom to contract for its oilseeds, the Company and the counterparty agree upon one or more contracts. The contracts contain information about the plot of land (referred to as the “block”) on which the product is grown. For each growing period, the grower-supply contract associates a harvest with a block. The harvest identifies the product and growing period. Because a contract can span several growing periods, a block might have several harvests associated with it. The Company contracts to purchase all of the output from a particular block. Typically, the contract manager manages the harvests at the block level because most harvests for a block have similar characteristics, such as price. A grower-supply contract is a contract associated with a block and harvest.
In addition to the Company’s grower-supply contracts with local and regional farmers and shareholders in New South Wales, Energreen Nutrition Australia Pty Ltd, a company related to Gary Seaton, a director, provides supply-chain support for raw materials to the Company as an additional source of oilseeds supply. In addition, the Company has an exclusive supply agreement for canola seed with Good Earth Growers, as a strategy partner who has committed to reduce chemical residual in farming operation. Good Earth Growers was the first grain producer in Australia to be certified “Chemical Free Farmers.”1
The non-GMO chemical free oilseeds are then cold pressed, filtered and bottled by the Company into organic and non-organic food-grade oils, vegetable protein meals and supplements in stock feed rations. Cold pressing involves pressing and grinding the oilseeds without the use of chemicals and solvents at temperatures below 50 degrees Celsius, which results in oil and meals that retain nutritional values, antioxidants and healthy omega fatty acids.2 The Company works with various marketers and distributors to sell its products in the Australian retail and selected export markets. The Company does business in Australia, New Zealand, Japan, and the United States through the trademark “Good Earth Oils.” Moreover, the Company’s business strategy is aligned with the United Nations (“UN”) Sustainable Development Goals (“SDGs”), tracking, and improving on metrics within target UN SDGs, as seen in the following diagram:
The Company’s is committed to working only with farmers and growers who are committed to sustainable, renewable and organic farming methods, which stand in contrast to the manner that the majority of our food supply is grown, which traditional agriculture systems, we believe, are degenerative, damaging the planet’s ecosystem at an alarming rate through loss of topsoil, loss of biodiversity, desertification, habitat destruction, and air and water pollution; thus, degenerative agriculture is also a large contributor to climate change.3 The Company believes that farming must be performed in a more nature-friendly, biodiversity-supporting manner.
1 See Good Earth Growers | Australia’s first Chemical Free Farmers & Grain Producers.
2 See Introduction to cold pressed oils: Green technology, bioactive compounds, functionality, and applications (January 2020) by Mohamed Fawzy Ramadan Hassnien.
3 See Frontiers | Agriculture’s Contribution to Climate Change and Role in Mitigation Is Distinct From Predominantly Fossil CO2-Emitting Sectors (frontiersin.org).
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The Company’s Products and Strategy
The Company produces organic food-grade oils and vegetable protein meals by means of cold pressing extraction from chemical and GMO-free oilseeds. The Company’s vegetable oils include unrefined canola oil, premium canola oil, extra filtered canola oil, RBD canola oil, safflower oil, sunflower oil, RBD sunflower oil, soyabean oil, linseed oil, extra virgin olive oil. The Company’s protein meals include organic and non-organic cold pressed canola, sunflower, safflower, soybean and linseed meals. Protein meals are the co-product of cold pressing extraction and are predominately used as a supplement in stock-feed rations. The meals are also used in rations for protein, amino acids, fibre and fat depending on dietary requirements.
Premium products include:
| ● | Cold pressed Canola oil | |
| ● | Cold Pressed Soya bean oil | |
| ● | Sunflower Oil | |
| ● | Cold Pressed Canola Meal | |
| ● | Plant Based Proteins | |
| ● | Sunflower Meal |
We sell cold pressed vegetable oils and vegetable protein meals extracted from oil seeds. For fiscal years 2025 and 2024, we derived approximately 74% and 73%, respectively, of our total revenue from the sale of cold pressed vegetable oils with the balance from the sale of vegetable protein meals extracted from oil seeds. The Company processes and sells high quality protein meal for the agricultural market (including the feedstock industry) and is leveraging this by-product to expand into the plant-based meats and proteins markets. Presently, the Cootamundra facility is capable of crushing canola, safflower and sunflower seeds with a current processing capacity of more than 70,000 metric tons per annum. Edible oils and protein meal serve as the largest outlet for oilseed derivative products. The food industry demands healthy oils for cooking and dining. A key example being Canola Oilseed — in which Australia produces over 15-20% of the global Canola seed trade. Australian oilseed production, due to relative proximity and high-quality output, are well-placed to supply the rapidly expanding consumer export markets of the Asia-Pacific as well as satisfy increased domestic demands.
The Company enters into standard sales contracts with customers for the purchase of these products, which detail the duration and amount of the product to be delivered during the course of the contract, compliance with applicable government regulations and tax payment obligations.
The Company intends to address the increased global demand for sustainable premium cold-pressed and non-GMO products by expanding its existing cold-pressing capacity from 33,000 metric tons to 70,0000 metric tons per annum.
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The Company’s Manufacturing Process
The Company’s cold pressing oil plant is currently the largest in Australia and has seed processing capacity of up to 70,000 metric tons per annum. “Cold pressing” refers to oils obtained through pressing and grinding oilseeds without the use of chemicals or solvents at temperatures that do not exceed 122°F (50°C) and produces high energy canola meal used in stock feed by most species of animals worldwide. As a result of cold pressing, oil and meal retain most of their nutritional values, antioxidants and healthy omega fatty acids (including omega 3 and omega 6) and, including Polyunsaturated fatty acids (linoleic acid) that lower serum cholesterol and .contain zinc and vitamins like vitamin A, C, E, D lecithin, potassium, bioflavonoids and phenols, which help in lowering cholesterol levels in the blood, protecting the liver from oxidative damage, and suppressing oxidative stress.4 Moreover, cold pressing methods is safer as they avoid the use of Solvents like hexane and petroleum ether that can have deleterious effects on the human body if the solvent plus oil mixture is not properly processed. Hexane can cause depression of the central nervous system and dermatitis. Cold-pressed oils do not utilize such harmful chemicals for production.5
Depiction of the Oilseed Extraction Process via Cold Pressing
Research and Development
Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “AOI”) was established in 1991 by community-based growers, leaders and investors and commissioned its first oilseed processing plant in 1992, crushing more than 2,000 metric tons. Continuous research and development of methodology has resulted in seed processing capacity of more than 70,000 metric tons per annum presently notwithstanding using cold pressing methods that produce guaranteed non-GMO products. AOI continually engages in research and development on the improvement of cold pressed oil extraction from safflower, sunflower and other oilseeds, plant-based meats and the usage of canola as an ingredient. Additionally, AOI had the first oil processing plant in Australia to partially adopt renewable solar energy along with electricity to run the plant concurrently. The plant currently abates 42.2 metric tons of CO2 (per month) with 568-kilowatt peak solar power. The Company is aiming to become carbon neutral plant furthering its UN SDG goals.
Actual Photo of the Company’s Cootamundra, Australia Facility Including its Solar Panels
4 See Cold-pressed oils VS Hot-pressed oils: Which one is better for your health? | TheHealthSite.com
5 See Cold Pressed Oils health benefits (yashkri.com)
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Organizational Structure
The following is a current/future organizational chart of our Company:
*CQ Oilseeds Pty Ltd is currently owned by “Energreen Nutrition” and all equity interest in CQ oilseeds will be transferred to the company in future (please refer note-12 “Penny warrants)
Property, Plants and Equipment
The Company’s headquarters is located at 126 – 142 Cowcumbla Street, Cootamundra and Site 2: 52 Fuller Drive Cootamundra and its telephone number is +02 6942 4347, where we own and occupy the factory land with an aggregate area of approximately 60,200 square meters. and Site 2: 52 Fuller Drive Cootamundra where with an aggregate floor area of approximately 7,169 square meters from unrelated third parties under operating lease agreements. The Company recorded the lease agreement as a right-to-use asset in the financial statements under IFRS Accounting Standards16. We believe the current office space is adequate for our current operations and is adequate for our anticipated future needs.
Operating and Financial Review and Prospects
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in the Company’s Annual Report on Form 20-F.
Results of Operations
The following selected consolidated financial data are derived from the audited financial statements of the Company for the years ended June 30, 2025 and 2024 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report. The historical results are not necessarily indicative of the results of future operations.
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The following tables set forth our Consolidated Statements of Operations data for the periods presented:
Year Ended June 30, 2025 Compared to the Year Ended June 30, 2024
| 2025 | 2024 | Change | % | |||||||||||||
| AUD$ | AUD$ | |||||||||||||||
| Sales revenue | 41,702,614 | 33,727,222 | 7,975,392 | 23.64 | % | |||||||||||
| Cost of sales | (38,240,704 | ) | (27,810,782 | ) | (10,429,922 | ) | 37.50 | % | ||||||||
| Gross profit | 3,461,910 | 5,916,440 | (2,454,530 | ) | (41.48 | )% | ||||||||||
| General and administrative expenses | (3,197,936 | ) | (3,224,843 | ) | 26,907 | (0.8 | )% | |||||||||
| Selling and marketing expenses | (372,707 | ) | (412,536 | ) | 39,829 | (9.65 | )% | |||||||||
| Other income | 108,410 | 707,911 | (599,501 | ) | (84.68 | )% | ||||||||||
| Operating profit/(loss) | (323 | ) | 2,986,972 | (2,987,295 | ) | (100.0 | )% | |||||||||
| Finance expenses | (1,456,065 | ) | (835,813 | ) | (620,252 | ) | 74.21 | % | ||||||||
| Change in fair value of warrant liabilities | 42,872 | 141,874 | (99,002 | ) | (69.78 | )% | ||||||||||
| Recapitalization expense | - | (23,210,293 | ) | 23,210,293 | (100.0 | )% | ||||||||||
| (Loss) before income tax | (1,413,516 | ) | (20,917,260 | ) | 19,503,744 | (93.2 | )% | |||||||||
| Income tax expense | (49,094 | ) | (313,421 | ) | 264,327 | (84.33 | )% | |||||||||
| (Loss) for the year | (1,462,610 | ) | (21,230,681 | ) | 19,768,071 | (93. 11 | )% | |||||||||
| Other comprehensive income for the year, net of tax | - | - | - | |||||||||||||
| Total comprehensive (loss) | (1,462,610 | ) | (21,230,681 | ) | 19,768,071 | (93.11 | )% | |||||||||
| (Loss) attributable to: | ||||||||||||||||
| Members of the parent entity | (1,296,811 | ) | (21,662,555 | ) | 20,365,744 | (94.01 | )% | |||||||||
| Non-controlling interest | (165,799 | ) | 431,874 | (597,673 | ) | (138.4 | )% | |||||||||
| Total (Loss) | (1,462,610 | ) | (21,230,681 | ) | 19,768,071 | (93.11 | )% | |||||||||
| Total comprehensive (loss) attributable to: | ||||||||||||||||
| Members of the parent entity | (1,296,811 | ) | (21,662,555 | ) | 20,365,744 | (94.01 | )% | |||||||||
| Non-controlling interest | (165,799 | ) | (431,874 | ) | (597,673 | ) | (138.4 | )% | ||||||||
| Total comprehensive loss | (1,462,610 | ) | (21,230,681 | ) | 19,768,071 | (93.11 | )% | |||||||||
Revenue
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Total revenue | $ | 41,702,614 | $ | 33,727,222 | $ | 7,975,392 | 23.64 | % | ||||||||
Sales revenue increased by AUD$8 million or 23.64% to AUD$ 41.7 million for the twelve-month period ended on June 30, 2025, compared to AUD$33.7 million for the twelve-month period ended June 30, 2024, primarily due to increased sales with our existing customer base and also increased reach of our “GEO” brands to end users.
The following table summarizes the Company’s revenues disaggregated by product category:
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Wholesale oils | $ | 10,592,301 | $ | 11,481,072 | $ | (888,771 | ) | (7.7 | )% | |||||||
| High protein meals | 10,863,960 | 9,175,505 | 1,688,455 | 18.4 | % | |||||||||||
| Toll crushing service | 58,012 | 222,095 | (164,083 | ) | (73.9 | )% | ||||||||||
| Other sales | 297,135 | 291,351 | 5,784 | 2.0 | % | |||||||||||
| Retail oils | 19,891,206 | 12,557,199 | 7,334,007 | 58.4 | % | |||||||||||
| Total revenues | $ | 41,702,614 | $ | 33,727,222 | $ | 7,975,392 | 23.6 | % | ||||||||
Wholesale oils represented 25.4% of our revenue for the year ended June 30, 2025, compared to 34.0% for the year ended June 30, 2024, and decreased AUD$0.88 million, as compared to the prior year. Retail oils represented 47.7% of our revenue for the year ended June 30, 2025, compared to 37.2% for the year ended June 30, 2024, and increased AUD$7.3 million, as compared to the prior year. The primary driver for the revenue increase in retail oils for the year ended June 30, 2025 compared to the previous year was due to the Company supply contracts with Costco, Woolworths and Coles, which are majority of Australia’s largest supermarket chains. The Company also developed three new SKU to target the retail consumers from 2024 through integrated marketing campaign with the supermarkets. High protein meals for the feed industry represented 26.1% of our revenue for the year ended June 30, 2025, compared to 27.2% for the year ended June 30, 2024, and increased AUD$1.68 million as compared to the prior year. The primary driver for the revenue increase in high protein meals for the year ended June 30, 2025, compared to the previous year was the market awareness of the company’s high quality and chemical free concept from local farmers, wholesalers and distributors. Decrease in wholesale oils is compensated by increase in retails oils, as finished goods sold as retails oils instead of wholesale oils.
Toll crushing service, seeds, and other sales represent a small portion of our revenue. Those categories combined represented 0.9% of the revenue for the year ended June 30, 2025, compared to 1.5% for the year ended June 30, 2024.
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Cost of Sales
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Cost of material | $ | 25,226,031 | $ | 17,432,898 | $ | 7,793,133 | 44.7 | % | ||||||||
| Cost of finished goods | 8,660,363 | 5,273,627 | 3,386,736 | 64.2 | % | |||||||||||
| Freight and storage | 899,185 | 2,112,109 | (1,212,924 | ) | (57.4 | )% | ||||||||||
| Depreciation | 335,292 | 481,093 | (145,801 | ) | (30.3 | )% | ||||||||||
| Occupancy costs | 616,684 | 341,790 | 274,894 | 80.4 | % | |||||||||||
| Labor costs | 2,372,779 | 1,917,665 | 455,114 | 23.7 | % | |||||||||||
| Repairs and maintenance | 130,370 | 251,600 | (121,230 | ) | (48.2 | )% | ||||||||||
| Total cost of sales | $ | 38,240,704 | $ | 27,810,782 | $ | 10,429,922 | 37.5 | % | ||||||||
The cost of sales for the year ended June 30, 2025 was AUD$38.2 million, an increase of AUD$10.4 million, or 37.5% as compared to the year ended June 30, 2024. The primary reason for the increase was due to increase in cost of inputs for manufacturing (raw material, packing cost and labour) without corresponding increase in sales price.
General and administrative expenses
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| General and administrative expenses | $ | 3,197,936 | $ | 3,224,843 | $ | (26,907 | ) | (0.8 | )% | |||||||
General and administrative expenses for the year ended June 30, 2025, were AUD$3.2 million, a decrease of AUD$0.03 million, or 0.8%, compared to the year ended June 30, 2024.
Selling & Marketing expenses
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Selling & Marketing expenses | $ | 372,707 | $ | 412,536 | $ | (39,829 | ) | (9.6 | )% | |||||||
Marketing expenses for the year ended June 30, 2025 were AUD$0.4 million, a decrease of AUD$0.04 million, or 9.6% compared to the year ended June 30, 2024.
Other Income
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Other income | $ | 108,410 | $ | 707,911 | $ | (599,501 | ) | (84.6 | )% | |||||||
Other income for the year ended June 30, 2025 was AUD$0.1 million, a decrease of AUD$0.6 million, or 84.6% compared to the year ended June 30, 2024. This decrease was primarily due to the negotiation to reduce certain transaction costs payable and write back of these costs related to the purchase of EDOC for year ended June 30, 2024.
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Change in Fair Value of Warrants
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Change in fair value of warrant liabilities | $ | 42,872 | $ | 141,874 | $ | (99,002 | ) | (69.78 | )% | |||||||
The change in Warrant Fair Value was due to the closing of the Business Combination Agreement, the resulting fluctuations of the share market price, and the issuance of new warrants are part of the Arena securities purchase agreement.
Recapitalization expense
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Recapitalization expense | $ | - | $ | 23,210,293 | $ | (23,210,293 | ) | (100.0 | )% | |||||||
Recapitalization expense decreased, primarily due to recognition of recapitalization expense for the period ended June 30, 2024 at the close of the Business Combination.
Finance expenses
| Year Ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Finance expenses | $ | 1,456,065 | $ | 835,813 | $ | 620,252 | 74.2 | % | ||||||||
Finance expenses increased, primarily due to the fact that the Company began to utilize the AUD$8 m trade facility provided by Commonwealth Bank of Australia to purchase canola oilseeds from the local farmers, the amortization of the convertible note discount of AUD$0.27 million and the interest accrual on the promissory notes with American Physicians LLC.
Liquidity and Capital Resources
As of June 30, 2025, our principal sources of liquidity were drawdowns cash received from customers and drawdown from trade finance facility.
We incurred a loss after income tax of AUD$1,462,610 for fiscal year 2025 (FY 2024- AUD$21,230,681). We were in a net current liability position of AUD$13,056,107 for the year ended 30 June 2025 (FY 2024-AUD$6,965,530). Net cash outflows from operating activities were AUD$966,511 for fiscal year 2025 (net cash inflows from operating activities FY 2024- AUD$2,184,930).
The above factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully meet the stated objectives and/or raise additional funds with its financiers and investors.
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As at 30 June 2025 and 2024, the consolidated entity had cash in hand and at bank of AUD$2,309,303 and AUD$514,140, respectively.
The financial statements have been prepared on a going concern basis, which contemplates continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business. Refer to note 2 (b) of consolidated financial statements.
We conducted a reverse acquisition of EDOC Acquisition Limited “EDOC” through the deSPAC on 21 March 2024, the consolidated entity assumed AUD$5,248,824 of previously unpaid transaction costs charged by service providers of “EDOC”, AUD$1,241,892 promissory notes to American Physicians LLC and an AUD$1,533,742 convertible note to PIPE Investor ARENA as of 30 June 2024.
As on 30 June 2025, we have unpaid legacy cost of AUD $2,773,492, promissory notes to American Physicians LLC- AUD 1,538,322 and AUD $1,169,690 convertible note to PIPE Investor ARENA.
Therefore, our ability to continue its business activities as a going concern is dependent upon us deriving sufficient cash from the business operation, being able to draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 30 June 2025 of AUD$6,780,934 and funding from related party i.e. Energreen Nutrition and JSKS. In addition, we also have the ability to draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or from the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its consolidated financial statements.
The following table shows the net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:
| Year Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net cash provided by (used in) | ||||||||
| Operating activities | $ | 966,511 | (2,184,930 | ) | ||||
| Investing activities | (1,380,248 | ) | (3,975,622 | ) | ||||
| Financing Activities | 2,208,900 | 6,553,419 | ||||||
Operating Activities
As of June 30, 2025, our net cash and cash equivalents provided by/(used in) operating activities consists of AUD$39,549,621 of cash receipts from customers and AUD$38,433,702 of payments to suppliers and employees.
By comparison, the Company’s net cash and cash equivalents received in operating activities during the year ended June 2024 consists primarily of AUD$33,854,067 of cash receipts from customers and AUD$35,364,877 of payments to suppliers and employees.
Investing Activities
Our investing activities have consisted primarily of property plant and equipment purchases.
Net cash and cash equivalents used in investing activities during the year ended June 30, 2025, consisted of AUD$1,380,248 of purchased property and equipment.
By comparison, the Company’s net cash and cash equivalents used in investing activities during the year ended June 30, 2024, consisted primarily of AUD$3,975,622 of purchased property plant and equipment.
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Financing Activities
Net cash flows provided from financing activities were AUD$2,208,900 for the year ended June 30, 2025, which primarily consisted of AUD 1,933,359 cash inflow from related party loan, proceeds from Securing borrowings of AUD 1,202,603 and repayment of secured borrowings of 760,950.
By comparison, the Company’s net cash flows from financing activities was AUD$6,553,419 for the year ended June 30, 2024, which primarily consisted of AUD$4,000,000 asset financing from Commonwealth Bank of Australia and the net cash inflow of AUD$2,578,062 from the related party loans. Furthermore, the Company raised up the net cash inflow of USD336,282, which primarily consists of USD$1,000,000 of convertible note from PIPE Investor Arena and USD$1,926,282 remaining fund in SPAC trust account, but they were partially offset by debenture issued cost and the payment of transaction costs to various suppliers who provided the listing compliance and underwrite services. Last, AUD$98,754 was paid for the finance lease.”
Contractual Obligations and Commitments and Liquidity Outlook
Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations and draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$8,000,000 with unused facilities as at 30 June 2025 of AUD$6,780,934 and draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its consolidated financial statements but there can be no assurance these sources are sufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.
Our future capital requirements will also depend on additional factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.
Material Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively “IFRS Accounting Standards”). In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.
We believe that the assumptions and estimates associated with the following material accounting policies involve significant judgment and thus have the most significant potential impact on our Consolidated Financial Statements.
Revenue Recognition
We generate revenue from the sale of products and services. A description of our revenue recognition policies is included in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in the Company’s Annual Report on Form 20-F.
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Although most of our sales agreements contain standard terms and conditions, certain agreements contain multiple performance obligations or non-standard terms and conditions. For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. We rely on either observable standalone sales or an expected cost plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.
As we further discuss in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in the Company’s Annual Report on Form 20-F, for contracts with customers entered into during fiscal years 2025 and 2024, revenue from the sales of our products increased by AUD$7.9 million or 23.6% to AUD$41.7 million for the twelve-month period ended on June 30, 2025 compared to AUD$33.7 million for the twelve-month period ended June 30, 2024, primarily due to increased sales to our existing customers and new customers secured during the year.
Share-based payments
Following the Business Combination, the Company has authorized 555,000,000 shares including 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, and 5,000,000 Preference Shares, each of par value $0.0001 per share. In addition, the Company has three classes of warrants (i.e., Public Warrants, Private Warrants and PIPE Warrants) issued and outstanding.
The assumptions used in calculating the fair value of stock-based compensation awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.
Warrant transactions
PIPE Warrants to purchase our Ordinary Shares are accounted for as liability instruments based on the terms of the warrant agreements. The warrants issued by us are accounted for as liability instruments under IFRS Accounting Standards 9 due to the rights of the grantee to require cash settlement.
Private Warrants and Representative Warrants to purchase units accounted for as liability instruments represent the warrants issued to significant shareholders and related parties.
Penny Warrants are a contingently issuable instrument to issue the Company’s shares and are accounted for as a financial liability.
Public Warrants are accounted for as equity instruments due to our ability to settle the warrants through the issuance of units.
In order to calculate warrant charges, we used the Monte Carlo simulations, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions. We estimated the fair value of unvested warrants, considered to be probable to be vesting, at the time of issue. Based on that estimated fair value, we determined warrant charges, which were recorded as a reduction of the transaction price.
Off-Balance Sheet Arrangements
As of June 30, 2025, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.
Recently Adopted Accounting Pronouncements
See Note 2 to the accompanying consolidated financial statements included elsewhere in the Company’s Annual Report on Form 20-F for a description of recently adopted accounting standards.
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Recently Issued Accounting Pronouncements
See Note 3 to the accompanying consolidated financial statements included elsewhere in the Company’s Annual Report on Form 20-F for a description of certain recently issued accounting standards which may impact our financial statements in future reporting periods.
Interest Rate Sensitivity
We had cash and cash equivalents totaling AUD$2,309,303 as of June 30, 2025 (2024: AUD$514,140). Cash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost, and approximate fair value. Our investment policy and strategy are focused on preservation of capital, supporting our liquidity requirements, and delivering competitive returns subject to prevailing market conditions. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash and investments with original maturity of three months.
Foreign Currency Risk
The Company does not have significant exposure in currency other than reporting currency, except one of non-trading subsidiary have legacy costs, promissory notes and convertibles notes denominated in USD.
Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2025, its risk relating to deposits exceeding federally insured limits was not significant. The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of 30 days.
MANAGEMENT
Directors, Senior Management and Employees
Our directors and executive officers are as follows:
| Name | Age | Position | ||
| Executive Officers | ||||
| Gary Seaton | 71 | Co-Chief Executive Officer and Chairman | ||
| Jamie Mohammed Zamal | 38 | Co-Chief Executive Officer and Director | ||
| Amarjeet Singh | 43 | Chief Financial Officer | ||
| Non-Executive Directors | ||||
| Long (Leo) Yi | 49 | Director | ||
| Elena Cozneac | 23 | Director | ||
| Gowri Shankar | 46 | Director |
Executive Officers
Gary Seaton, Co-Chief Executive Officer and Chairman of the Board of Directors, has served as Chief Executive Officer and Chairman of the Company since inception and as a director and the Secretary of AOI since its inception. Mr. Seaton has also served as the Managing Director of Cootamundra Oilseeds Pty Ltd. (“Cootamundra”), Cowcumbla Investments Pty Ltd (“Cowcumbla”) and CQ Oilseeds Pty Ltd. since 2014, and Energreen Nutrition Australia Pty Ltd. — Brisbane Australia since 2013. Cootamundra and Cowcumbla are the operating subsidiaries of AOI. Mr. Seaton has more than 42 years of experience in the field of international business operations, and he is a social entrepreneur. He currently serves as the Chairman of G&G Group of Companies (“G&G Group”), which is the parent company founded in Singapore and oversees all business except for Australian companies. G&G Group has operations in Singapore, Malaysia, Sri Lanka, Africa, India and Australia, predominately in the agricultural, commodities and renewable energy sector. Mr. Seaton is also the majority owner and Director of Energreen Nutrition & Bioenergy plantations and is part of the Investment Committee of Aditya Birla Sunlife Global Clean Energy Fund. We believe Mr. Seaton is qualified to serve as a director of the Company given his extensive experience in international business operations and the oilseed industry.
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Jamie Mohammed Zamal, Co-Chief Executive Officer and Director, was appointed Co-Chief Executive Officer and Director by the Board of the Company on November 5, 2025. Mr. Zamal has served as the founder and managing director of FirstFix Property Maintenance Ltd., London, United Kingdom, since October 2024. FirstFix is a comprehensive property-maintenance and construction business providing services to major insurance loss adjusters and real-estate brands in the U.K. From January 2023 to December 2024, Mr. Zamal served as Managing Director of BRNS Group Ltd., a property maintenance company. Mr. Zamal has more than 10 years of managerial experience in facilities and asset management, client service, and operational compliance. Mr. Zamal earned a bachelor of science (with honors) in medical biochemistry from King’s College London.
Amarjeet Singh, Chief Financial Officer, has served as Group Chief Financial Officer of AOI since February 28, 2025, and Financial Controller of Energreen Nutrition Australia Pty Ltd. in since January 2025. Mr. Singh is an experienced financial controller with a demonstrated history of working in the Agri-commodities and manufacturing listed companies, with experience in financial reporting, consolidation, budgeting, accounting, treasury management, and management information systems (MIS) including leadership roles at major companies in the global agricultural sector. Before joining Australian Oilseeds, from 2018 to 2025, he served as Head of Finance at MOI International Pty Ltd., a subsidiary of Mewah International, a large agricultural company listed in Singapore. From 2011 to 2017, Mr. Singh was Manager, Accounts and Treasury, at Mewah Oils & Fats, another subsidiary of Mewah International. Prior to Mewah, Mr. Singh held finance and accounting roles of progressive responsibility at divisions of large, NYSE-listed multi-national companies including General Electric and Snap-On Tools from 2008 to 2011 and served as an Audit Senior for BDO Lodha & Co. from 2004 to 2007. Mr. Singh is a graduate of the Institute of Chartered Accountants of India as a chartered accountant, specializing in Finance & Accountancy in 2007. We believe Mr. Singh is qualified to serve as a director of the Company given his extensive experience in finance and accounting.
Non-Executive Directors
Gowri Shankar, Director (Independent), Compensation Committee Chair — Mr. Shankar has served as Director of Lotus Hydro Power PLC since July 2016, and Director of Hatton plantations PLC since May 2019. He is a member of Audit Committee, Third Party Related Transaction Committee, Remuneration Committee of Lotus Hydro Power PLC and Hatton Plantations PLC, which are public companies listed on Colombo Stock Exchange. He is also the Group Director of Investments & Strategy for G&G Group of Companies, Singapore. Mr. Shankar worked in private banks for more than 10 years and has handled portfolio management services for HNI’s & Corporates. Mr. Shankar graduated from NIT Jalandhar with a Bachelor of technology in BTech (Machine Designing & Automation Engineering) in 2001, and National Institute of Technology Warangal with an MBA (Marketing & System) in 2003.
Long (Leo) Yi (Independent), Audit Committee Chair — Mr. Yi served as the chief financial officer of Lakeside Holding Ltd. (Nasdaq: LSH), a Nasdaq-listed company, since June 2024. Mr. Yi possesses nearly 20 years of experience in accounting, auditing, and financial management for U.S. public companies. Mr. Yi is a certified public accountant in the State of Illinois with nearly 20 years of working experience in the accounting and financing field including multiple roles with publicly listed companies. Mr. Yi received a bachelor’s degree in accounting from Northeastern University (Shenyang, China), a master’s degree in accounting and finance from the University of Rotterdam and another master’s degree in accounting and finance from McGill University.
Elena Cozneac (Independent), Nominating and Corporate Governance Committee Chair — Ms. Cozneac has served as a security engineer for Arup in London, a global engineering and sustainable development consultancy since 2023. Ms. Cozneac bring experience in multi-disciplinary collaboration and hands-on project management, coordinating with diverse teams to ensure on-time and coordinated delivery. She also brings hands-on experience in multi-disciplinary project management, coordinating technical teams and overseeing system security implementation for complex infrastructure projects. Ms. Cozneac obtained a bachelor of science (with honors) in accounting from the University of Hull (United Kingdom).
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The business and affairs of the Company are managed by or under the supervision of the Company’s Board, which is consisting of five directors: Gary Seaton, Jamie Mohammed Zamal, Gowri Shankar, Long (Leo) Yi and Elena Cozneac, with Gary Seaton serving as Chairman of the Board. The primary responsibilities of the Board will be to provide oversight, strategic guidance, counselling and direction to the Company’s management. The Board will meet on a regular basis and additionally as required.
All of the Company’s directors and officers are located outside of the United States and are nationals or residents of jurisdictions other than the United States, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
Family Relationships
There are no family relationships between any of the Company’s executive officers and directors or director nominees.
Executive Compensation
2025 Summary Compensation Table
The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of June 30, 2025.
| Name and principal position | Year | Salary (AUD$) | Bonus (AUD$) | Stock awards (AUD$) | Option awards ($) | All other compensation (AUD$) | Total (AUD$) | |||||||||||||||||||||
| Gary Seaton | 2025 | 200,000 | 23,000 | 223,000 | ||||||||||||||||||||||||
| Chief Executive Officer(1) | 2024 | 57,692 | - | - | - | 6,666 | 64,358 | |||||||||||||||||||||
| Amarjeet Singh(2) | 2025 | 73,000 | - | - | - | 8,395 | 81,395 | |||||||||||||||||||||
| Chief Financial Officer | 2024 | - | - | - | - | - | ||||||||||||||||||||||
| Bob Wu Former(3) | 2025 | 108,516 | 12,479 | 120,995 | ||||||||||||||||||||||||
| Former Chief Financial Officer | 2024 | 38,462 | - | - | 4,423 | 42,885 | ||||||||||||||||||||||
| (1) | Mr. Seaton has served as Chief Executive Officer since the Company’s inception in December 2022. |
| (2) | Mr. Amarjeet Singh started as Chief Financial Officer of company from February 2025. |
| (3) | Mr. Wu served as Chief Financial Officer of the Company since its inception until his resignation in February 2025. |
Controlled Company Exemption
Gary Seaton, Co-Chief Executive Officer and founder, beneficially owns more than 50% of the combined voting power for the election of directors of the Company. As a result, the Company is a “controlled company” within the meaning of Nasdaq listing rules and would be eligible to elect not to comply with certain corporate governance standards, including, but not limited to, the following requirements:
| ● | that a majority of its board of directors consist of directors who qualify as “independent” as defined under the rules of Nasdaq; | |
| ● | that it has a nominating and corporate governance committee composed entirely of independent directors; and | |
| ● | that it has a compensation committee composed entirely of independent directors. |
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Although the Company does not intend to rely on such exemptions initially following the consummation of the Business Combination, the Company may elect to utilize one or more of these exemptions for so long as it remains a “controlled company.” Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that the Company ceases to be a “controlled company” and its shares continue to be listed on the Nasdaq, the Company will be required to comply with these provisions within the applicable transition periods. See “Risk Factors.”
Independence of Directors
As a result of its securities being listed on Nasdaq following consummation of the Business Combination, the Company will adhere to the rules of such exchange, as applicable to controlled companies, in determining whether a director is independent. The board of directors of the Company has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.
Risk Oversight
Our Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our Board is to oversee our management and, in doing so, serve our best interests and the best interests of our shareholders. Our Board selects, evaluates and provides for the succession of executive officers and, subject to shareholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board also participates in decisions that have a potential major economic impact on us. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.
Our corporate governance practices do not indicate a particular board structure, and our Board has the flexibility to select its chair and our chief executive officer in the manner that it believes is in the best interests of our shareholders. Accordingly, the positions of Chair and the Chief Executive Officer may be filled by either one individual or two individuals. At present, the Chair and the Chief Executive Officer roles are served by one person. Our Board believes that our current leadership structure and the composition of our Board protect shareholder interests and provide adequate independent oversight, while also providing outstanding leadership and direction for our Board and management.
Aside from our Co Chief Executive Officers and our Chief Financial Officer, each of our other directors is “independent” under Nasdaq standards, as more fully described herein. The independent directors meet in executive sessions, without management present, during each regularly scheduled Board meeting and are very active in the oversight of our Company. In addition, our Board and each committee of Board has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate.
Effective risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
Our Board has an active role, as a whole and at committee levels, in overseeing management of our risks. Our Board oversees management of risks associated with operations and cybersecurity. The Board of Directors and management are actively involved in reviewing our information security and cybersecurity strategies and updating these strategies as risks evolve. While each standing Board committee is responsible for overseeing the management of risks relating to its area of oversight, the entire Board is regularly informed about these risks through committee meeting attendance or committee reports.
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The Audit Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies. As part of this process, the Audit Committee receives regular updates from the Chief Technology Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities. The Audit Committee also oversees the management of accounting, financial reporting, and financial risks and the management of our compliance program. Additionally, the Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters.
The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with director independence and potential conflicts of interest.
Hedging and Pledging Transactions
Our directors and executives are subject to various trading restrictions under our Insider Trading Policy. These individuals are prohibited from entering into transactions involving our securities during quarterly blackout periods and certain other special blackout periods and must receive our permission before entering into these transactions.
The Company’s Insider Trading Policy also prohibits executive officers and directors from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities, unless such executive officers and directors receive advance approval to engage in such a transaction. This includes “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), and “put” and “call” options. Our Insider Trading Policy provides that no employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale (including a short sale “against the box”), or engage in hedging transactions (including “cashless collars”).
Clawback Policy
On April 10, 2024, the Board of Directors adopted a compensation clawback policy (the “Clawback Policy”). The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation received by current and former executive officers during the three fiscal years that preceded the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. The Clawback Policy also allows the Company to clawback compensation from any employee who is determined to have engaged in a misconduct event.
Committees of the Board of Directors
Our Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees is comprised solely of independent directors. As necessary, each of these committees meets in executive session without management present. The charters for these committees are available on our website at https://ir.australianoilseeds.au/corporate-governance/documents-charters. Links to websites included in this Form 20-F are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Form 20-F or incorporated herein or into any of our other filings with the SEC.
Audit Committee Function
The Audit Committee (a) assists the Board in fulfilling its oversight of: (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements relating to the Company’s financial statements and related disclosures; (iii) the qualifications and independence of the Company’s independent auditors; and (iv) the performance of the Company’s independent auditors and the Company’s internal audit function; and (b) prepares any reports that the rules of the SEC required be included in the Company’s annual proxy statement. The Audit Committee also reviews and approves all related party transactions, as described in more detail elsewhere in this proxy statement.
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The Audit Committee is responsible for the oversight of the Company’s financial reporting process on behalf of the Board and such other matters as specified in the Audit Committee’s charter or as directed by the Board. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by us for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us (or to nominate the independent registered public accounting firm for shareholder approval), and each such registered public accounting firm must report directly to the Audit Committee. Our Audit Committee must approve in advance all audit, review and attest services and all non-audit services (including, in each case, the engagement and terms thereof) to be performed by our independent auditors, in accordance with applicable laws, rules and regulations.
Our Board has determined that each member of the Audit Committee is financially literate in accordance with the rules of Nasdaq and is independent under Nasdaq’s director independence standards and applicable SEC rules. In addition, the Board has determined that Mr. Long (Leo) Yi, qualifies as an “audit committee financial expert” as defined by SEC rules.
Compensation Committee
The Compensation Committee (i) assists the Board in discharging its responsibilities with respect to compensation of the Company’s executive officers and directors, (ii) evaluates the performance of the executive officers of the Company, and (iii) administers the Company’s stock and incentive compensation plans and recommends changes in such plans to the Board as needed. Our Board has determined that each member of the Compensation Committee is independent under Nasdaq’s director independence standards and applicable SEC rules. Among other things, our Compensation Committee is responsible for:
| ● | evaluating the performance of our Chief Executive Officer; | |
| ● | evaluating the performance of our other executive officers (including officers reporting under Section 16 of the Exchange Act); | |
| ● | reviewing and approving our overall compensation philosophy, programs, policies, and practices; | |
| ● | administering our Clawback Policy; and | |
| ● | reviewing and developing short- and long-term management succession plans. |
The Compensation Committee may form and delegate responsibility to subcommittees as it deems necessary or appropriate, provided that any subcommittee must meet all applicable independence requirements.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee assists the Board in (i) identifying qualified individuals to become directors, (ii) determining the composition of the Board and its committees, (iii) developing succession plans for executive officers, (iv) monitoring a process to assess Board effectiveness, and (v) developing and implementing the Company’s corporate governance procedures and policies. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under Nasdaq’s director independence standards and applicable SEC rules.
The Nominating and Corporate Governance Committee considers candidates recommended by shareholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating and Corporate Governance Committee will evaluate a candidate’s qualifications in accordance with its written charter and, if the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it recommends his or her candidacy to the full Board. The Nominating and Corporate Governance Committee does not alter its criteria for evaluating candidates, including the criteria described above, for shareholder recommended candidates. Threshold criteria include personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, conflicts of interest, the extent to which the candidate would fill a present need on our board of directors, and concern for the long-term interests of our shareholders.
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Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating and Corporate Governance Committee will consider issues of diversity among its members in identifying and considering nominees for director and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our board of directors and its committees.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as director candidates by submitting the names of such individuals, together with appropriate biographical information and background materials to the Corporate Secretary, Australian Oilseeds Holdings Limited, 126 – 142 Cowcumbla Street, Cootamundra, NSW 2590, Australia.
Shareholders also have the right under our amended and restated memorandum and articles of association to nominate director candidates directly, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board. Pursuant to our amended and restated memorandum and articles of association, nominations of persons for election to the Board at an annual meeting or at any special meeting of shareholders for the purpose of electing directors may be made by or at the direction of the Board or by any shareholder of record entitled to vote for the election of directors at the meeting who complies with the following notice procedures. Such nominations, other than those made by, or at the direction of, or under the authority of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Company by a shareholder of record at such time.
To be timely, a shareholder’s notice must be received at the principal executive offices of the Company (a) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting; and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Company. Such shareholder’s notice to the Corporate Secretary must set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of ordinary shares of the Company that are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the shareholder giving the notice (i) the name and record address of the shareholder as they appear on the Company’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class or series and number of shares of ordinary shares of the Company that are owned beneficially and of record by such shareholder and the beneficial owner, if any, on whose behalf the nomination is made, (iii) a description of all arrangements or understandings relating to the nomination to be made by such shareholder among such shareholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (iv) a representation that such shareholder (or a qualified representative of such shareholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and (v) any other information relating to such shareholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by the written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
The Board or the chairman of the meeting may, if the facts warrant, determine and declare that a nomination was not made in accordance with the foregoing procedures, and the defective nomination will be disregarded. If the shareholder (or a qualified representative of the shareholder) does not appear at the meeting to present the nomination, such nomination will be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company.
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Code of Ethics
The Company has adopted a Code of Ethics that applies to all of its employees, officers, and directors. This includes the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. We intend to disclose on our website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics.
Shareholder Communication with the Board of Directors
Shareholders and other interested parties may communicate with the board of directors, including non-management directors, by sending a letter to us at Australian Oilseeds Investments Pty Ltd., 126 – 142 Cowcumbla Street, Cootamundra, Australia, attention Mr. Amarjeet Singh, Chief Financial Officer for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.
Employees
The Company has 24 full-time employees and 8 full-time equivalent contractors working for the management team. The Company believes its relationship with its employees and contractors is cooperative and its employees and contractors share the same goals as management to industrialize oilseeds, making the products available worldwide.
As the Company expands, it believes it will be able to source personnel that can contribute to the technical, marketing and business development aspects of the company.
Disclosure of a registrant’s action to recover erroneously awarded compensation
None.
Major Shareholders and Related Party Transactions
The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by:
| ● | each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares |
| ● | each of the Company’s executive officers and directors; and |
| ● | all of the Company’s directors and executive officers as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
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As of 30 June 2025, there are 27,898,538 Ordinary Shares issued and outstanding. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
| Name of Beneficial Owner | Number of Ordinary Shares Owned | Percentage of Outstanding Ordinary Shares | ||||||
| Directors and Executive Officers | ||||||||
| Gary Seaton(1) | 18,004,234 | 63.58 | % | |||||
| Jamie Mohammed Zamal, | — | — | ||||||
| Amarjeet Singh | — | — | ||||||
| Gowri Shankar | — | — | ||||||
| Long (Leo) Yi | — | — | ||||||
| Elena Cozneac | ||||||||
| All directors and executive officers as a group (6 individuals) | 18,004,234 | 63.58 | % | |||||
| (1) | JSKS Enterprises Pty. Ltd. is the record holder of the shares reported herein. Mr. Gary Seaton, Chief Executive Officer of the Company, is the 100% owner of JSKS Enterprises Pty. Ltd. and may be deemed the beneficial owner of the Ordinary Shares owned by JSKS Enterprises Pty. Ltd. Gary Seaton has voting power with respect to any securities held by JSKS Enterprises Pty. Ltd. with respect to the Ordinary Shares. |
Legal Proceedings
From time to time, the Company may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business or financial condition.
Dividend Policy
We have never paid or declared any cash dividends on our Ordinary Shares, and we do not anticipate paying any cash dividends in the foreseeable future.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Person Transactions
The following transactions occurred with related parties:
| Purchases of Seed for the Year Ended 30 June 2025 | Purchases of Oils for the Year Ended 30 June 2025 | Sales of Meals for the Year Ended 30 June 2025 | Other Sales for the Year Ended 30 June 2025 | Management Fee for the Year Ended 30 June 2025 | Lease for the Year Ended 30 June 2025 | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Related parties | ||||||||||||||||||||||||
| Energreen Nutrition Australia Pty Ltd. | 14,376,490 | 761,925 | 5,818,454 | 217,909 | 357,000 | 21,351 | ||||||||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | - | 699,200 | - | - | - | - | ||||||||||||||||||
| Sunmania Pty Ltd. | - | - | - | 32,868 | - | 77,000 | ||||||||||||||||||
Purchases of Seed for the Year Ended 30 June 2024 | Sales of Meals for the Year Ended 30 June 2024 | Management Fee for the Year Ended 30 June 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | 12,651,382 | 4,838,204 | 312,000 | |||||||||
| Soon Soon Oilmills Sdn Bhd. * | - | 2,234 | - | |||||||||
| Sunmania Pty Ltd. | 104,000 | - | - | |||||||||
| * | Gary Seaton has a 20% share of Soon Soon Oilmills Sdn Bhd. |
Purchases of Seed for the Year Ended 30 June 2023 | Sales of Meals for the Year Ended 30 June 2023 | Management Fee for the Year Ended 30 June 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | 13,942,332 | 1,693,451 | 312,000 | |||||||||
| Good Earths Oils | - | 3,390,714 | - | |||||||||
| Sunmania Pty Ltd. | 104,000 | - | - | |||||||||
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Loans to/from related parties - The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2025.
| Balance | ||||||||||||
| as of 30 June 2025 | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | 5,728,571 | 588,688 | 6,317,259 | |||||||||
| CQ Oilseeds Pty Ltd. loan | - | 59,371 | 59,371 | |||||||||
| Sunmania Pty Ltd loan | 152,000 | 40,000 | 192,000 | |||||||||
| Total related party loans payable | 5,880,571 | 688,059 | 6,568,630 | |||||||||
| Energreen Nutrition- Related party loan receivable (Note 5) | 633,733 | - | 633,733 | |||||||||
| Trade payable (related party) (Note-10) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | 5,563,563 | - | 5,563,563 | |||||||||
| Soon Soon Oilmills | 153,105 | - | 153,105 | |||||||||
| Sunmania Pty Ltd | 38,500 | - | 38,500 | |||||||||
| Total trade payable due to related parties (Note-10) | 5,755,168 | - | 5,755,168 | |||||||||
| Trade receivable (related party) (Note-5) | ||||||||||||
| Energreen Nutrition | 30,040 | - | 30,040 | |||||||||
| Sunmania Pty Ltd | 14,346 | - | 14,346 | |||||||||
| Total trade receivable due from related parties (Note-5) | 44,386 | - | 44,386 | |||||||||
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2024.
| Balance | ||||||||||||
| as of 30 June 2024 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | 3,863,250 | - | 3,863,250 | |||||||||
| JSKS Enterprises Pty Ltd. Loan | 100,925 | 4,431,136 | 4,532,061 | |||||||||
| CQ Oilseeds Pty Ltd. loan | 59,371 | 59,371 | ||||||||||
| Sunmania Pty Ltd loan | 152,000 | 40,000 | 192,000 | |||||||||
| Less: Origin Food loan receivable | (4,514 | ) | - | (4,514 | ) | |||||||
| Total related party loans payable | 4,111,661 | 4,530,507 | 8,642,168 | |||||||||
| Energreen Nutrition Australia Pty Ltd. accounts payable (Note-10) | 589,166 | - | 589,166 | |||||||||
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| Balance | ||||||||||||
| as of 30 June 2023 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Due to related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | 1,948,630 | - | 1,948,630 | |||||||||
| Good Earth Oils Pty Ltd. Loan | 200,000 | - | 200,000 | |||||||||
| JSKS Enterprises Pty Ltd. Loan | 980,005 | 2,853,929 | 3,833,934 | |||||||||
| CQ Oilseeds Pty Ltd. loan | 59,371 | - | 59,371 | |||||||||
| Sunmania Pty Ltd loan | - | 20,000 | 20,000 | |||||||||
| Total due to related parties | 3,188,006 | 2,873,929 | 6,061,935 | |||||||||
| Trade payable (related party) (Note-10) | ||||||||||||
| Good Earth Oils Pty Ltd. Accounts payable | 525,000 | - | 525,000 | |||||||||
| Energreen Nutrition Australia Pty Ltd. accounts payable | 4,411,423 | - | 4,411,423 | |||||||||
| Total trade payable due to related parties (Note-10) | 4,936,423 | - | 4,936,423 | |||||||||
| Due from related parties | ||||||||||||
| Good Earth Oils Pty Ltd. accounts receivable (Note-5) | 1,226,945 | - | 1,226,945 | |||||||||
During the year ended June 30, 2025 the related party loan amounting to AUD 4,998,512 owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, was converted into equity shares.
For the years ended June 30, 2024 and 2023 a related party loan is owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, and interest rate charge is 6% per annum. to be repaid within 12 months after the year end, and the remaining principal shall be repaid more than 12 months after the year end.
For the years ended June 30, 2025, 2024, and 2023 a related party loan is owed to Energreen Nutrition Australia Pty Ltd., which is controlled by Gary Seaton, and interest rate charge is 6% per annum and expected to be repaid in full within 12 months after the year end.
For the years ended June 30, 2025, 2024, and 2023 the remaining related party loan relates to an interest free loan owed to CQ Oilseeds Pty Ltd.
Registration Rights Agreement
The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.
The Company and certain holders of Ordinary Shares entered into a Registration Rights Agreement, effective upon the closing pursuant to which, among other things, the Company agreed to undertake certain resale registration obligations in accordance with the Securities Act and the holders have been granted certain demand and piggyback registration rights.
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DESCRIPTION OF SECURITIES
Our Ordinary Shares and Warrants are listed on Nasdaq and are registered under Section 12(b) of the Exchange Act. Setting forth below is a description of the rights of the holders of Ordinary Shares and Warrants.
Ordinary Shares
General
Holders of our Ordinary Shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders. None of the holders of our Ordinary Shares have different voting rights from the other holders after the completion of this offering.
Holders of our Ordinary Shares will not have any conversion, pre-emptive or other subscription rights under the Amended Charter and there will be no sinking fund or redemption provisions applicable to our Ordinary Shares.
Dividends
The holders of Ordinary Shares will be entitled to such dividends as may be declared by the Company’s Board, which may in its discretion lawfully declare from time to time. Under the laws of the Cayman Islands, the Company may pay a dividend out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights
In respect of all matters upon which holders of Ordinary Shares are entitled to vote, voting at any meeting of shareholders will be by poll.
An Ordinary Resolution to be passed by the shareholders will require a simple majority of votes cast, including by all holders of a specific class of shares, if applicable, while a special resolution will require not less than two-thirds of votes cast.
Transfer of Ordinary Shares
Subject to applicable laws, including the Companies Act, securities laws, common law and the restrictions contained in the proposed memorandum and articles of association, any shareholders may transfer all or any of their ordinary shares by an instrument of transfer in the usual or common form or any other form approved by the Company’s Board.
Notwithstanding the foregoing, the Company’s Board will decline to register any transfer of any ordinary shares which were issued on terms which require them to be transferred with another share, option or warrant unless satisfactory evidence is produced of the like transfer of such share, option or warrant.
Liquidation
On a return of capital on winding up, if the assets available for distribution amongst shareholders shall be insufficient to repay all of the issued share capital, the assets will be distributed so that the losses are borne by shareholders in proportion to the par value of the shares held by them. If the assets available for distribution is more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
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Redemption of Ordinary Shares
The Company may issue shares on terms that such Ordinary Shares are subject to redemption, at the Company’s option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such Ordinary Shares, by a board resolution of the board of directors. The Company may also repurchase any of its Ordinary Shares in such manner and on such other terms as agreed between the board of directors and the relevant shareholder. Under the Companies Act, the redemption or repurchase of any share may be paid out of the Company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.
In addition, under the Companies Act, no such Ordinary Shares may be redeemed or repurchased (a) unless they are fully paid up, or (b) if such redemption or repurchase would result in there being no shares outstanding, other than shares held as treasury shares. In addition, the Company’s Board may accept the surrender of any fully paid Ordinary Shares for no consideration.
Variations of Rights of Shares
If at any time Ordinary Shares capital is divided into different classes or series of shares, the rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class) may be varied only with consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the approval of a special resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the shareholders of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
General Meetings of Shareholders
The Company will hold an annual general meeting at such time and place as the Company’s Board will determine. At least five (5) clear days’ notice shall be given for any general meeting. The Company’s Board may call general meetings, and they shall on a shareholders’ requisition forthwith, proceed to convene an Extraordinary General Meeting. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares entitled to attend and vote at such meeting, being individuals present in person or by proxy shall be a quorum.
Inspection of Books and Records
The Company’s Board or the shareholders by Ordinary Resolution will determine whether, to what extent, at what times and places and under what conditions or regulations the accounts and books of the Company will be open to the inspection by the Company shareholders, and no shareholder will otherwise have any right of inspecting any account or book or document of the Company except as required by the Companies Act.
Warrants
Each whole warrant entitles the registered holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire at 5:00 p.m., New York City time, on March 21, 2029, or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary shares and warrants underlying such unit.
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We have agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, to use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the Warrant Agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Business Combination or within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, we may call the warrants for redemption:
| ● | in whole and not in part; | |
| ● | at a price of $0.01 per warrant; | |
| ● | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and | |
| ● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after the Business Combination. If we call the warrants for redemption and our management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
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A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.
If the number of outstanding Class A ordinary shares is increased by a stock dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each whole warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a stock dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other shares of our capital shares into which the warrants are convertible), other than as described above, or certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary shares in respect of such event.
Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
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However, if less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
The warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and EDOC. You should review a copy of the Warrant Agreement, which has been filed by EDOC with the SEC, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to Australian Oilseeds, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant holder.
We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Transfer Agent
The transfer agent for our Class A ordinary shares is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its role as transfer agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.
Listing of Securities
Our Class A ordinary shares and warrants are listed on Nasdaq under the symbols “COOT” and “COOTW.”
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SELLING SHAREHOLDERS
The Selling Shareholders may offer and sell, from time to time, any or all of the Ordinary Shares being offered for resale by this prospectus, which consist of:
| ● | 2,200 Ordinary Shares owned by Guoxiang Cao that were issued in connection with the Company’s Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; |
| ● | 18,700 Ordinary Shares owned by Kevin Chen that were issued in connection with the Company’s Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; |
| ● | 18,700 Ordinary Shares owned by Bob Ai that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; |
| ● | 18,700 Ordinary Shares owned by Gang Li that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; |
| ● | 18,700 Ordinary Shares owned by Delta International that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; |
| ● | 18,700 Ordinary Shares owned by LZ Family Holding LLC that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; and |
| ● | 69,300 Ordinary Shares owned by Hanwen Gu that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024. |
The Selling Shareholders may from time to time offer and sell any or all of the Ordinary Shares set forth in the table below pursuant to this prospectus. When we refer to the “Selling Shareholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Shareholders’ interest in the Ordinary Shares after the date of this prospectus.
We cannot advise you as to whether the Selling Shareholders will in fact sell any or all of such Ordinary Shares. In particular, the Selling Shareholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities in transactions exempt from registration under the Securities Act.
The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our Ordinary Shares of each Selling Shareholder, the number of Ordinary Shares under this prospectus and that each Selling Shareholder will beneficially own after this offering. The table below presents information regarding the Selling Shareholders and the Ordinary Shares that may be resold by the Selling Shareholders from time to time under this prospectus. The Selling Shareholders may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Shareholders will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Ordinary Shares being offered for resale by this prospectus.
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Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes Ordinary Shares with respect to which the Selling Shareholders has sole or shared voting and investment power. The percentage of Ordinary Shares beneficially owned by the Selling Shareholders prior to the offering shown in the table below is based on an aggregate of 27,898,538 Ordinary Shares outstanding. Because the purchase price to be paid by the Selling Shareholders for Ordinary Shares, if any, that we may elect to sell to the Selling Shareholders in one or more Purchases from time to time under the Purchase Agreement will be determined on the applicable Purchase Dates therefor, the actual number of Ordinary Shares that we may sell to the Selling Shareholders under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus.
Unless otherwise indicated below, the address of each beneficial owner listed in the tables below is c/o Australian Oilseeds Holdings Limited, 126 – 142 Cowcumbla Street, Cootamundra, Australia.
Name of Selling Shareholders | Number of Ordinary Shares Owned Prior to Offering | Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus | ||||||
| Guoxiang Cao | 28,767 | 28,767 | ||||||
| Kevin Chen | 132,863 | 132,863 | ||||||
| Bob Ai | 287,938 | 287,938 | ||||||
| Gang Li | 107,306 | 107,306 | ||||||
| Delta International | 465,727 | 465,727 | ||||||
| LZ Family Holding LLC | 370,688 | 370,688 | ||||||
| Hanwen Gu | 313,795 | 313,795 | ||||||
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PLAN OF DISTRIBUTION
This prospectus relates to the resale of up to 165,000 Ordinary Shares previously issued to other selling shareholders identified in this prospectus (collectively, the “Selling Shareholders”).
The Ordinary Shares offered by this prospectus are being offered by the Selling Shareholders. The Ordinary Shares may be sold or distributed from time to time by the Selling Shareholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Ordinary Shares offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits Subscribers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | settlement of short sales; |
| ● | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Company is required to pay certain fees and expenses incurred incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
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We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholders, including with respect to any compensation paid or payable by the Selling Stockholders to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the Selling Stockholders, and any other related information required to be disclosed under the Securities Act. We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the Common Stock covered by this prospectus by the Selling Stockholders.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
Our Ordinary Shares and Warrants are currently listed on Nasdaq Capital Markets under the symbols “COOT” and “COOTW,” respectively.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain United States federal income tax consequences of the ownership and disposition of our Class A ordinary shares. This summary deals only with Class A ordinary shares that are held as a capital asset by a non-U.S. holder (as defined below).
A “non-U.S. holder” means a beneficial owner of our Class A ordinary shares (other than an entity or arrangement treated as a partnership for United States federal income tax purposes) that is not, for United States federal income tax purposes, any of the following:
| ● | an individual citizen or resident of the United States; | |
| ● | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
| ● | an estate the income of which is subject to United States federal income taxation regardless of its source; or | |
| ● | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
This summary is based upon provisions of the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. This summary does not address all of the United States federal income tax consequences that may be relevant to you in light of your particular circumstances, nor does it address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state, local or non-United States tax laws. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, foreign pension fund, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A ordinary shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership considering an investment in our Class A ordinary shares, you should consult your tax advisors.
If you are considering the purchase of our Class A ordinary shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the ownership and disposition of our Class A ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.
Dividends
In the event that we make a distribution of cash or other property (other than certain pro rata distributions of our stock) in respect of our Class A ordinary shares, the distribution generally will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a non-U.S. holder’s Class A ordinary shares, and to the extent the amount of the distribution exceeds a non-U.S. holder’s adjusted tax basis in our Class A ordinary shares, the excess will be treated as gain from the disposition of our Class A ordinary shares (the tax treatment of which is discussed below under “— Gain on Disposition of Class A Ordinary Shares”).
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Dividends paid to a non-U.S. holder generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.
A non-U.S. holder who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholding agent with a properly executed Internal Revenue Service (“IRS”) Form W-BEN or Form W-8BEN-E (or other applicable form) certifying under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our Class A ordinary shares are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.
A non-U.S. holder eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Gain on Disposition of Class A Ordinary Shares
Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale or other disposition of our Class A ordinary shares generally will not be subject to United States federal income tax unless:
| ● | the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder); | |
| ● | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or | |
| ● | we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met. |
A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S. holder were a United States person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the sale or other disposition, which gain may be offset by United States source capital losses even though the individual is not considered a resident of the United States.
Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for United States federal income tax purposes). We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.
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Information Reporting and Backup Withholding
Distributions paid to a non-U.S. holder and the amount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.
A non-U.S. holder will not be subject to backup withholding on distributions received if such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.
Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our Class A ordinary shares within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.
Additional Withholding Requirements
Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any dividends paid on our Class A ordinary shares to (i) a “foreign financial institution” (as specifically defined in the Code and whether such foreign financial institution is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code and whether such non-financial foreign entity is the beneficial owner of an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “— Dividends,” an applicable withholding agent may credit the withholding under FATCA against, and therefore reduce, such other withholding tax. While withholding under FATCA would also have applied to payments of gross proceeds from the sale or other taxable disposition of our Class A ordinary shares, proposed United States Treasury regulations (upon which taxpayers may rely until final regulations are issued) eliminate FATCA withholding on payments of gross proceeds entirely. You should consult your own tax advisors regarding these requirements and whether they may be relevant to your ownership and disposition of our Class A ordinary shares.
Passive Foreign Investment Company Rules
The U.S. federal income tax treatment of U.S. Holders could be materially different from that described above if we are treated as a PFIC for U.S. federal income tax purposes. In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, royalties, rents, investment gains, net gains from the sales of property that does not give rise to any income and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active conduct of a trade or business). Cash and cash equivalents are generally treated as passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation, and received directly its proportionate share of the income of the other corporation.
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Based on the current and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not expect to become a PFIC in the current taxable year for U.S. federal income tax purposes. However, the Company’s PFIC status for any taxable year is a factual annual determination that can be made only after the end of that year and will depend a number of factors, some of which are beyond our Company’s control, such as the composition of the Company’s income and assets and the value of its assets from time to time (including the value of its goodwill, which may be determined in large part by reference to the market price of the Ordinary Shares from time to time, which could be volatile). In addition, the risk of the Company being a PFIC for any taxable year will increase if its market capitalization declines substantially during that year. The above described look-through rule applicable to a corporation which we own directly or indirectly at least 25% by value of the stock may be complex to apply and certain data might not be readily available for us to make such determination. Furthermore, whether and to which extent the Company’s income and assets, including goodwill, will be characterized as active or passive will depend on various factors that are subject to uncertainty, including the Company’s future business plan and business activities and the application of laws that are subject to varying interpretation (including with respect to the treatment of government grants). Moreover, certain of the Company’s business activities generate passive income and, although the amount of such income is currently small, the Company’s risk of being a PFIC will increase if the proportion of the Company’s revenue earned from such business activities increases in future taxable years. Similarly, the Company’s risk of being a PFIC will increase if the proportion of the Company’s revenue earned from active business activities decreases in future taxable years. Accordingly, there can be no assurances that the Company will not be a PFIC for its current or any future taxable year, and the Company’s U.S. counsel expresses no opinion with respect to the Company’s PFIC status for any taxable year. If our Company was currently or were to become a PFIC, U.S. Holders of Ordinary Shares would be subject to special rules and a variety of potentially adverse tax consequences under the Code.
Although PFIC status is generally determined annually, if we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder in its Ordinary Shares and the U.S. Holder did not make either a mark-to-market election or a qualifying electing fund (“QEF”) election or, which are referred to collectively as the “PFIC Elections” for purposes of this discussion, for the first taxable year in which we are treated as a PFIC, and in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, or the U.S. Holder does not otherwise make a purging election, as described below, the U.S. Holder generally will be subject to special and adverse rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other taxable disposition of its Ordinary Shares and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to the U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by the U.S. Holder in respect of its Ordinary Shares during the three preceding taxable years of the U.S. Holder or, if shorter, the U.S. Holder’s holding period in its Ordinary Shares).
Under these rules:
| ● | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period in its Ordinary Shares; | |
| ● | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, and to any period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are treated as a PFIC, will be taxed as ordinary income; | |
| ● | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and | |
| ● | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
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PFIC Elections
If we are treated as a PFIC and Ordinary Shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder makes a mark-to-market election with respect to its Ordinary Shares for the first taxable year in which the U.S. Holder holds (or is deemed to hold) the Ordinary Shares and each subsequent taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Ordinary Shares at the end of such year over its adjusted tax basis in its Ordinary Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Ordinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Ordinary Shares will be treated as ordinary income.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq (on which Ordinary Shares are currently listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. As such, such election generally will not apply to any of our non-US. subsidiaries, unless the shares in such subsidiaries are themselves “marketable stock.” As such, U.S. Holders may continue to be subject to the adverse PFIC tax consequences discussed above with respect to any lower-tier PFICs, as discussed below, notwithstanding their mark-to-market election with respect to Ordinary Shares.
If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Ordinary Shares in their particular circumstances.
The tax consequences that would apply if we were a PFIC and a U.S. Holder made a valid QEF election would also be different from the adverse PFIC tax consequences described above. In order to comply with the requirements of a QEF election, however, a U.S. Holder generally must receive a PFIC Annual Information Statement from us. If we are determined to be a PFIC for any taxable year, we do not currently intend to provide the information necessary for U.S. Holders to make or maintain a QEF election. As such, U.S. Holders should assume that a QEF election will not be available with respect to Ordinary Shares.
If we are treated as a PFIC and a U.S. Holder failed or was unable to timely make a PFIC Election for prior periods, the U.S. Holder might seek to make a purging election to rid its Ordinary Shares of the PFIC taint. Under the purging election, the U.S. Holder will be deemed to have sold its Ordinary Shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new adjusted tax basis and holding period in the Ordinary Shares solely for purposes of the PFIC rules.
Related PFIC Rules
If we are treated as a PFIC and, at any time, has a non-US. subsidiary that is treated as a PFIC, a U.S. Holder generally would be deemed to own a proportionate amount of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or sell or otherwise dispose of all or part of our interest in, such lower-tier PFIC, or the U.S. Holder otherwise was deemed to have sold or otherwise disposed of an interest in such lower-tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the lower-tier PFIC rules in their particular circumstances.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year may have to file an IRS Form 8621 (whether or not a QEF election or a mark-to-market election is made) and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS and could result in penalties.
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THE PFIC RULES ARE VERY COMPLEX AND U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF SUCH RULES IN THEIR PARTICULAR CIRCUMSTANCES.
Information with Respect to Foreign Financial Assets
In addition, certain U.S. Holders may be subject to certain reporting obligations with respect to Ordinary Shares if the aggregate value of “specified foreign financial assets” exceeds $50,000. If required, this disclosure is made by filing Form 8938 with the IRS. Significant penalties can apply if U.S. Holders are required to make this disclosure and fail to do so. In addition, a U.S. Holder should consider the possible obligation for online filing of a FinCEN Report 114-Foreign Bank and Financial Accounts Report as a result of holding Ordinary Shares. U.S. Holders are thus encouraged to consult their U.S. tax advisors with respect to these and other reporting requirements that may apply to their acquisition of Ordinary Shares.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to distributions made on our Ordinary Shares within the U.S. to a non-corporate U.S. Holder and to the proceeds from the sale, exchange, redemption or other disposition of Ordinary Shares by a non-corporate U.S. Holder to or through a U.S. office of a broker. Payments made (and sales or other dispositions effected at an office) outside the U.S. will be subject to information reporting in limited circumstances.
In addition, backup withholding of U.S. federal income tax may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (or otherwise establishes, in the manner provided by law, an exemption from backup withholding) or to report dividends required to be shown on the U.S. Holder’s U.S. federal income tax return. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
U.S. Holders should consult their tax advisors regarding the information reporting requirements and the application of the backup withholding rules in their particular circumstances.
THIS DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE IMPACT OF ANY POTENTIAL CHANGE IN LAW, IN THEIR PARTICULAR CIRCUMSTANCES.
Cayman Islands Tax Considerations
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Ordinary Shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law. Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any shares under the laws of their country of citizenship, residence or domicile.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of Ordinary Shares, as the case may be, nor will gains derived from the disposal of the Ordinary Shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
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No stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares. The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Law
Undertaking as to Tax Concessions
In accordance with the Tax Concessions Law, the following undertaking is hereby given to the Company:
(a) that no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to its operations; and
(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
| (i) | on or in respect of the shares, debentures or other obligations of our Company; or | |
| (ii) | by way of the withholding in whole or part, of any relevant payment as defined in Tax Concessions Law. |
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (2021 Revision) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.
LEGAL MATTERS
Australian Oilseeds is represented by Rimon P.C. with respect to certain legal matters as to United States federal securities law. The validity of Ordinary Shares and Warrants have been passed on by Stuarts Humphries (Caymans).
EXPERTS
The Consolidated Financial Statements of Australian Oilseeds Investments Pty Ltd. as of and for the years ended June 30, 2024 and 2023, included in this prospectus have been so included in reliance on the report of BDO Audit Pty Ltd. Brisbane, Australia, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
ENFORCEABILITY OF CIVIL LIABILITY
We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits associated with being a Cayman Islands exempted company, such as:
| ● | political and economic stability; an effective judicial system; a favorable tax system; | |
| ● | the absence of exchange control or currency restrictions; and | |
| ● | the availability of professional and support services. |
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However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:
| ● | the Cayman Islands has a less exhaustive body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and |
| ● | Cayman Islands companies may not have standing to sue before the federal courts of the United States. |
Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.
We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. Certain of our directors are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, or to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments based on the civil liability provisions of the federal securities laws of the United States or any state in the United States.
Stuarts Humphries, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us based on the civil liability provisions of the U.S. securities laws, and (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the securities laws of the United States or any state in the United States.
Stuarts Humphries (Caymans) has informed us that there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
WHERE YOU CAN FIND MORE INFORMATION
We have filed the Registration Statement on Form F-1, including exhibits, under the Securities Act of 1933, as amended, with respect to the Ordinary Shares offered by this prospectus. This prospectus does not contain all of the information included in the Registration Statement. For further information pertaining to us and our securities, you should refer to the Registration Statement and our exhibits.
We are subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file or furnish reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
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AUSTRALIAN OILSEEDS HOLDINGS LTD.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm BDO Audit Pty Ltd. Brisbane, Australia (PCAOB ID No. 2256) | F-2 |
| Consolidated Statement of Financial Position | F-3 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income (Loss) | F-4 |
| Consolidated Statement of Changes in Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to the Consolidated Financial Statements | F-7 |
| F-1 |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Australian Oilseeds Holdings Ltd
Brisbane, Australia
Opinion on Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of Australian Oilseeds Holdings Ltd and its subsidiaries (the Company) as of June 30, 2025, 2024 & 2023, the related consolidated statement of profit or loss and other comprehensive income (loss), consolidated statement of changes of equity, and consolidated statement of cash flows for each of the three years in period ended June 30, 2025 and the related notes (collectively referred to as the ‘consolidated financial statements’). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IFRS Accounting Standards’).
Substantial doubt about the Company’s ability to continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 (b) to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net working capital deficiency and is reliant on funding from its financiers and related parties that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2 (b). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
BDO Audit Pty Ltd
N I Batters
Director
Brisbane, Australia
23 October 2025
| F-2 |
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025 AND 30 JUNE 2024 AND JUNE 30 2023
| Note | 2025 | 2024 | 2023 | |||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS | ||||||||||||||
| Cash and cash equivalents | 4 | |||||||||||||
| Trade and other receivables | 5 | |||||||||||||
| Related party loans receivable | 25(c) | |||||||||||||
| Inventories | 6 | |||||||||||||
| Prepayment of seed purchase | 9 (a) | |||||||||||||
| Other current assets | 9 (b) | |||||||||||||
| TOTAL CURRENT ASSETS | ||||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||
| Investments in associates | ||||||||||||||
| Property, plant and equipment | 7 | |||||||||||||
| Right-of-use asset | 14 | |||||||||||||
| Other assets | 9(c) | |||||||||||||
| Deferred tax assets | ||||||||||||||
| Intangible assets | 8 | |||||||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||||||
| TOTAL ASSETS | ||||||||||||||
| LIABILITIES | ||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||
| Trade and other payables | 10 | |||||||||||||
| Borrowings | 11(a) | |||||||||||||
| Lease liability, current | 14 | |||||||||||||
| Income Tax liabilities | ||||||||||||||
| Related party loans | 25 (c) | |||||||||||||
| Convertible note, net of discount | 11 (b) | |||||||||||||
| Warrant liabilities | 13,26 | |||||||||||||
| Promissory note – related party, current | 25 (d) | |||||||||||||
| Employee benefits | ||||||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||
| Borrowings | 11(a) | |||||||||||||
| Promissory note - related party, non-current | 25 (d) | |||||||||||||
| Lease liability, non-current | 14 | |||||||||||||
| Related party loans | 25 (c) | |||||||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||
| NET ASSETS | ||||||||||||||
| EQUITY | ||||||||||||||
| Share capital | 12 | |||||||||||||
| Share premium | 12 | |||||||||||||
| Foreign currency translation reserve | ( | ) | ||||||||||||
| (Accumulated losses) Retained earnings | ( | ) | ( | ) | ||||||||||
| Total (deficit) equity attributable to equity holders of the Company | ( | ) | ||||||||||||
| Non-controlling interest | ||||||||||||||
| TOTAL EQUITY | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-3 |
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED 30 JUNE 2025 AND 30 JUNE 2024 AND JUNE 30 2023
| Note | 2025 | 2024 | 2023 | |||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||
| Sales revenue | 15 | |||||||||||||
| Cost of sales | 16 | ( | ) | ( | ) | ( | ) | |||||||
| Gross profit | ||||||||||||||
| General and administrative expenses | 17 | ( | ) | ( | ) | ( | ) | |||||||
| Selling and marketing expenses | 18 | ( | ) | ( | ) | |||||||||
| Other income | 19 | |||||||||||||
| Operating profit/(loss) | ( | ) | ||||||||||||
| Finance expenses | 21 | ( | ) | ( | ) | ( | ) | |||||||
| Change in fair value of warrant liabilities | - | |||||||||||||
| Recapitalization expense | 28 | ( | ) | |||||||||||
| (Loss) before income tax | ( | ) | ( | ) | ||||||||||
| Income tax expense | 22 | ( | ) | ( | ) | ( | ) | |||||||
| (Loss) for the year | ( | ) | ( | |||||||||||
| Other comprehensive income for the year, net of tax | ||||||||||||||
| Total comprehensive (loss) | ( | ) | ( | ) | ||||||||||
| (Loss) attributable to: | ||||||||||||||
| Members of the parent entity | ( | ) | ( | ) | ||||||||||
| Non-controlling interest | ( | ) | ||||||||||||
| Total (Loss) | ( | ) | ( | ) | ||||||||||
| Total comprehensive (loss) attributable to: | ||||||||||||||
| Members of the parent entity | ( | ) | ( | ) | ||||||||||
| Non-controlling interest | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||||||
| (Loss) earnings per share attributable to the ordinary equity holders of the parent | ||||||||||||||
| Profit or loss | ||||||||||||||
| Basic (loss) earnings per share (cents) | 23 | ( | ) | ( | ) | |||||||||
| Diluted (loss) earnings per share (cents) | 23 | ( | ) | ( | ) | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED 30 JUNE 2025 AND 30 JUNE 2024 AND 30 JUNE 2023
| Non- | Foreign currency | |||||||||||||||||||||||||
| Shares | Share | Retained | controlling | translation | ||||||||||||||||||||||
| Note | Capital | Premium | Earnings | Interests | reserve | Total | ||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||||
| Balance on 30 June 2022 | ||||||||||||||||||||||||||
| Profit attributable to members of the parent entity | ||||||||||||||||||||||||||
| Balance on 30 June 2023 | ||||||||||||||||||||||||||
| Non- | Foreign currency | |||||||||||||||||||||||||
| Shares | Share | Retained | controlling | translation | ||||||||||||||||||||||
| Note | Capital | Premium | Earnings | Interests | reserve | Total | ||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||||
| Balance on 30 June 2023 | ||||||||||||||||||||||||||
| Issuance of shares to SPAC shareholders | 12 | |||||||||||||||||||||||||
| Issuance of shares to SPAC founders | 12 | ( | ) | ( | ) | |||||||||||||||||||||
| Issuance of shares in exchange for advisory services | 12 | ( | ) | |||||||||||||||||||||||
| Conversion of convertible notes | 12 | |||||||||||||||||||||||||
| Conversion of rights | ( | ) | ||||||||||||||||||||||||
| Recapitalizations costs | 12 | |||||||||||||||||||||||||
| Costs attributable to the issuance of shares in connection with the business combination | 12 | ( | ) | ( | ) | |||||||||||||||||||||
| Issuance of convertible note – equity component | 12 | |||||||||||||||||||||||||
| Loss attributable to members of the parent entity | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance on 30 June 2024 | ( | ) | ||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||
| Conversion of related party loan | ||||||||||||||||||||||||||
| Conversion of convertible note | ||||||||||||||||||||||||||
| Loss attributable to members of the parent entity | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Reclass | ||||||||||||||||||||||||||
| Unrealised loss on translation | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance on 30 June 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED 30 JUNE 2025 AND 30 JUNE 2024 AND JUNE 30 2023
| Note | 2025 | 2024 | 2023 | |||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Receipts from customers | ||||||||||||||
| Payments to suppliers and employees | ( | ) | ( | ) | ( | ) | ||||||||
| Tax Refund received/Income tax paid | ( | ) | ||||||||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash provided by/ (used in) operating activities | 24 | ( | ) | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from capital contributed | ||||||||||||||
| Payment of capital raising cost | ( | ) | ||||||||||||
| Proceeds from convertible notes | ||||||||||||||
| Payment of convertible notes issued cost | ( | ) | ||||||||||||
| Proceeds from related parties’ loans | ||||||||||||||
| Proceeds from secured borrowings | ||||||||||||||
| Repayment of related parties’ loans | ( | ) | ( | ) | ||||||||||
| Repayment of secured borrowings | ( | ) | ( | ) | ( | ) | ||||||||
| Repayment of lease liability | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash provided by/ (used in) financing activities | ||||||||||||||
| Net increase/(decrease) in cash and cash equivalents held | ( | ) | ||||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||||
| Cash and cash equivalents at end of financial year | 4 | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
AUSTRALIAN OILSEEDS HOLDINGS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Establishment and Operations
Australian Oilseeds Holdings Limited (“Australian Oilseeds” or the “Company”) is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
The main business activities include the milling of GMO free conventional and organic oilseeds to produce vegetable oils and related products to wholesale and retail market.
The material accounting policies adopted in the preparation of the consolidated financial statements are set out in Note 2. The policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements are presented in AUD, which is also the Company’s functional currency.
Amounts are rounded to the nearest dollar, unless otherwise stated.
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively IFRS Accounting Standards).
The preparation of consolidated financial statements in compliance with adopted IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 3.
Reverse Recapitalization
Australian Oilseeds Holdings Ltd (“PubCo”) is a Cayman Islands business company with limited liability and was formed for the purpose of participating in the transactions contemplated hereby and becoming the publicly traded holding company.
EDOC Acquisition Corp (“EDOC” or “SPAC”) is a Cayman Islands exempted company formerly listed on the NASDAQ Stock Market under “ADOC”. EDOC has limited operations but is established as a public investment vehicle that has the express purpose of making an investment in an operating company.
On March 21, 2024 (the “Closing Date”), the Company consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 7, 2022, where AOI, PubCo, and EDOC entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, (a) EDOC merged 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 acquired 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 became 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”).
| F-7 |
The
total consideration paid by Pubco to the sellers for the purchased shares was an aggregate number of Pubco ordinary shares (the “Exchange
Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) USD$
The acquisition was consummated on March 21, 2024, and the Share Exchange and Business Combination were consummated on the Closing Date. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination at the effective time of the Business Combination (the “Effective Time”):
| ● | each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received a number of Company Ordinary Shares, which are listed under the ticker “COOT” (less Class A ordinary shares that were forfeited to the Company; | |
| ● | each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); | |
| ● | each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; | |
| ● | EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; | |
| ● | each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; | |
| ● | EDOC’s Rights will no longer be traded | |
| ● | EDOC’s placement units (“Placement Units”) were exchanged for Company Ordinary Shares and Warrants of the Company; and | |
| ● | EDOC’s USD$ of convertible promissory notes that were convertible at Closing into Company Ordinary Shares (“Convertible Shares”) and warrants (“Convertible Warrants”). |
On March 22, 2024, the Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively.
The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination on 30 March 2024:
Schedule of Proceeds Raised and Issuance Costs Incurred Related to the Business Combination
| Number of | ||||||||
| shares | AUD | |||||||
| Shares issued to SPAC public investors (Note 12) | ||||||||
| Shares issued to SPAC Founders (Note 12) | ||||||||
| Cash from reverse recapitalization | - | |||||||
| SPAC reverse recapitalization professional fees | - | ( | ) | |||||
| Net proceeds from reverse recapitalization | - | |||||||
| F-8 |
Pursuant to the Business Combination Agreement, the SPAC did not meet the definition of a business under the guidance of IFRS Accounting Standards 3, hence the Transaction was accounted for as a recapitalization in accordance with IFRS Accounting Standards 2. Under this method of accounting, EDOC is treated as the acquired company and Australian Oilseeds Investments Pty Ltd. is treated as the acquirer for financial statement reporting purposes. Australian Oilseeds Investments Pty Ltd. has been determined to be the accounting acquirer based on evaluation of the facts and circumstances of the business combination.
2 Summary of Material Accounting Policies
(a) Basis of consolidation
The Company was formed on December 29, 2022.
The Company’s consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of June 30, each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. Intra-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders.
| F-9 |
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:
| Ø | Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee), |
| Ø | Exposure, or rights, to variable returns from its involvement with the investee, and |
| Ø | The ability to use its power over the investee to affect its returns. |
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| Ø | The contractual arrangement with the other vote holders of the investee |
| Ø | Rights arising from other contractual arrangements |
| Ø | The Company’s voting rights and potential voting rights |
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
Details of subsidiaries as of June 30, 2025 and 2024 and 2023 were as follows:
Schedule of Subsidiaries
| Subsidiaries | % of legal ownership 2025 | % of legal ownership 2024 | % of legal ownership 2023 | Country of Incorporation | Principal business activities | |||||||||||
| Australian Oilseeds Investments Pty Ltd. | % | % | % | |||||||||||||
| Cootamundra Oilseeds Pty Ltd. | % | % | % | |||||||||||||
| Cowcumbla Investments Pty Ltd. | % | % | % | |||||||||||||
| Good Earth Oils Pty Ltd. | % | % | % | |||||||||||||
| EDOC Acquisition Limited | % | % | % | |||||||||||||
The carrying amount of the Company’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation.
| F-10 |
(b) Substantial doubt regarding Going Concern
The Company incurred a loss after income tax
of AUD$
The above factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully meet the stated objectives and/or raise additional funds with its financiers and investors.
As
at 30 June 2025, 2024, 2023, the consolidated entity had cash in hand and at bank of AUD$
As at 30 June 2025, while all banking covenants associated with the borrowings from the Commonwealth Bank of Australia were in compliance, the bank did not confirm or deny, if the company met all its covenants. Nonetheless, the company has disclosed all bank borrowings as current, pending confirmation of compliance from bank. There are two covenants, as follows:
| ● | The interest cover ratio in respect of the obligor must for each reporting period be no less than 2.50 times; and | |
| ● | The net working capital ratio must at all times be more than 80%. |
The
Company’s ability to continue its business activities as a going concern is dependent upon the Company deriving sufficient
cash from the business operation and being able to draw down additional long-term debt from the senior debt provider, Commonwealth
Bank of Australia (CBA), who has provided a total facility loan of AUD$
Accordingly, the directors have prepared financial statements on a going concern basis which contemplates continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business.
Should the Company be unable to obtain funding from banks, its related parties or other financiers, PIPE investors or fail to execute the ELOC, the Company may be required to realize its assets and discharge its liabilities other than in normal course of business and at amounts different to those stated in these financial statements. The financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or amounts of liabilities that might result should the Company be unable to continue as a going concern.
(c) Financial instruments
Financial instruments are recognised initially on the date that the Company becomes party to the contractual provisions of the instrument.
On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).
| F-11 |
Concentration of Key Customers
A
substantial portion of the Company’s products are sold to its top five customers. For the years ended June 30, 2025, 2024, and
2023
Schedule of Total Sales From Each Customer
| Total Sales for | Outstanding Balance of Trade | |||||||||||
| the Year Ended |
% of | Receivables as at | ||||||||||
| 30 June 2025 | Total sales | 30 June 2025 | ||||||||||
| Customer | AUD$ | 30 June 2025 | AUD$ | |||||||||
| Daabon Organic Australia Pty Ltd. | % | |||||||||||
| Costco Wholesale Australia | % | |||||||||||
| Energreen Nutrition Australia Pty Ltd. | % | |||||||||||
| Woolworths | % | |||||||||||
| Victorian Chemical Company | % | |||||||||||
| Top 5 customer total | % | |||||||||||
| Customer | Total Sales for the Year Ended 30 June 2024 AUD$ | % of Total Sales 30 June 2024 | Outstanding Balance of Trade Receivables as at 30 June 2024 AUD$ | |||||||||
| Daabon Organic Australia Pty Ltd. | % | |||||||||||
| Costco Wholesale Australia | % | |||||||||||
| Energreen Nutrition Australia Pty Ltd. | % | |||||||||||
| Hygain NSW (Proprietary) Ltd. | % | |||||||||||
| 100% Bottling Company Pty Ltd. | % | |||||||||||
| Top 5 customer total | % | |||||||||||
| Customer | Total Sales for the Year Ended 30 June 2023 AUD$ | % of Total Sales 30 June 2023 | Outstanding Balance of Trade Receivables as at 30 June 2023 AUD$ | |||||||||
| 100% Bottling Company Pty Ltd. | % | |||||||||||
| Hygain NSW (Proprietary) Ltd. | % | |||||||||||
| Good Earth Oils Pty Ltd. | % | |||||||||||
| Pryde’s EasiFeed Pty Ltd. | % | |||||||||||
| Energreen Nutrition Australia Pty Ltd. | % | |||||||||||
| Top 5 customer total | % | |||||||||||
If the sales performance of any of the Company’s key customers declines or if they terminate their cooperation with us or start to cooperate with any of the Company’s competitors, or if there is any modification as to the trading terms entered into with any of our key customers, our business, financial condition and revenue would be seriously impacted.
Impairment of financial assets
Impairment of financial assets is recognised on an expected credit loss (ECL) basis for the following assets:
| ● | financial assets measured at amortised cost; and |
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment and including forward-looking information.
| F-12 |
The Company uses the presumption that a financial asset is in default when:
| ● | the other party is unlikely to pay its credit obligations to the Company in full, without recourse to the Company to actions such as realising security (if any is held); or | |
| ● | the financial assets is more than 90 days past due. |
Credit losses are measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach.
Trade receivables and contract assets
Impairment of trade receivables and contract assets have been determined using the simplified approach in IFRS Accounting Standards 9 which uses an estimation of lifetime expected credit losses. The Company has determined the probability of non-payment of the receivable and contract assets and multiplied this by the amount of the expected loss arising from default.
The amount of the impairment is recorded in a separate allowance account with the loss being recognised in finance expense. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance.
Where the Company renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss.
Other financial assets measured at amortised cost
Impairment of other financial assets measured at amortised cost are determined using the expected credit loss model in IFRS Accounting Standards 9. On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognised. Where the asset has experienced significant increase in credit risk then the lifetime losses are estimated and recognised.
Financial liabilities
The Company measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortised cost using the effective interest rate method.
The financial liabilities of the Company comprise trade payables, bank and other loans, lease liabilities, and financial instruments.
Financial instruments were reviewed at year end and any changes in valuation of financial instruments are recognized during the year.
(d) Impairment of non-financial assets
At the end of each reporting period the Company determines whether there is evidence of an impairment indicator for non-financial assets.
Where an indicator exists and regardless of goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.
Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.
| F-13 |
The recoverable amount of an asset or CGU is the higher of the fair value, less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.
Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.
Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.
(e) Intangible assets
Goodwill
Goodwill is carried at cost less accumulated impairment losses.
The value of goodwill recognised on the acquisition of each subsidiary in which the Company holds less than 100% interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Company can elect to measure the non-controlling interest in the acquiree either at fair value (full goodwill method’) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method’). The Company determines which method to adopt for each acquisition.
Under the ‘full goodwill method’, the fair values of the non-controlling interests are determined using valuation techniques which make the maximum use of market information where available.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is not amortised but is tested for impairment annually at the end of financial year and is allocated to the Company’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such a level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.
(g) Employee benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be wholly settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Cashflows are discounted using market yields on high quality corporate bond rates incorporating bonds rated AAA or AA by credit agencies, with terms to maturity that match the expected timing of cashflows. Changes in the measurement of the liability are recognised in profit or loss.
(h) Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statement of profit or loss and other comprehensive income.
| F-14 |
(i) Convertible Promissory Note
Convertible notes are presented as a financial liability in the consolidated statement of financial position. On issuance of the convertible notes, the liability is measured at fair value, and subsequently carried at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. Convertible notes are classified as current liabilities based on the expected conversion date in accordance with the convertible note’s agreements.
(j) Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to IAS 32 and IFRS Accounting Standards 9. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The
Company accounts for its
The
Company accounts for its
(k) Embedded Derivatives
A derivative embedded in a hybrid contract is separated from the host and accounted for as a separate derivative if, the economic characteristics and risks are not closely related to the host, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.
(l) Segment Reporting
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment.
(m) New and amended standards and interpretations
| i) | New standards, amendments to published approved accounting and reporting standards and interpretations which are effective during the year |
| F-15 |
The Company has applied the following standards and amendments for the first time for its annual reporting for the period commencing 1 July 2024:
| ● | Definition of Accounting Estimates - amendments to IAS 8 |
| ● | International Tax Reform - Pillar Two Model Rules - amendments to IAS |
| ● | Deferred Tax related to Assets and Liabilities arising from a Single Transaction - amendments to IAS 12 |
| ● | Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Accounting Standards Practice Statement 2 |
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
| ii) | Standards, amendments to published standards and interpretations that are not yet effective and have not been early adopted by the Company |
| ● | Amendments to IFRS Accounting Standards 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
| ● | Amendments to IAS 1 - Classification of Liabilities as Current or Non-current |
| ● | Amendments to IAS 7 and IFRS Accounting Standards 7 - Supplier Finance Arrangements |
| ● | Amendments to IFRS Accounting Standards 16 - Lease Liability in a Sale and Leaseback |
| ● | Amendments to IFRS Accounting Standards 18 – Presentation and Disclosure in Financial Statements |
The amendments listed above have been published but are not mandatory for 30 June 2025 reporting periods and have not been early adopted by the Company. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
(n) Income taxes
The tax expense recognised in the consolidated statement of profit or loss and other comprehensive income (loss) comprises current income tax expense plus deferred tax expense.
Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
(o) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
(p) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realizable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary.
| F-16 |
(q) Property, plant and equipment
Each class of property, plant and equipment is carried at cost, where applicable, any accumulated depreciation and impairment.
Depreciation
Property, plant and equipment, excluding freehold land, is depreciated on a diminishing value method over the assets’ useful life to the Company, commencing when the asset is ready for use.
The depreciation rates used for each class of depreciable assets are shown below:
Schedule of Depreciation rates
| Depreciation | |||
| Fixed asset class | rate | ||
| Buildings | |||
| Plant and Equipment | |||
| Motor Vehicles | |||
| Office Equipment |
At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.
Goodwill is not amortised but is tested for impairment annually at the end of financial year and is allocated to the Company’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such a level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.
3 Critical Accounting Estimates and Judgments
The directors make estimates and judgements during the preparation of these consolidated financial statements regarding assumptions about current and future events affecting transactions and balances. These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates. The significant estimates and judgements made have been described below.
Key estimates — provisions
As described in the accounting policies, provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period. These estimates are made taking into account a range of possible outcomes and will vary as further information is obtained.
Key estimates — expected credit losses
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In assessing the expected credit losses, the Company takes in account recent sales experience and historical collection rates.
| F-17 |
Key estimates — inventory
Each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realisable value. During the year, management conducts routine evaluations of its inventories to ensure that the carrying value of inventories does not exceed net realizable value (“NRV”). NRV is based on the estimated selling price of inventories less, estimated costs of completion. If the carrying value of inventories exceeds NRV, the surplus is recognized within Cost of sales, writing down the value of inventories to establish a new cost basis. Management conducts routine analyses to determine if estimates (e.g., estimated selling prices and estimated costs) used in the NRV calculation require changes and if additional impairment adjustments to inventories are required.
Key estimates - impairment of non-financial assets
The Company assesses impairment of all assets (including intangible assets) at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. These include product, technology, economic and political environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. Given the current uncertain economic environment management considered that the indicators of impairment were significant enough and as such these assets have been tested for impairment in this financial period. Refer to Note 3(h) for details regarding the method and assumptions used.
Key estimates - fair value of derivative financial instruments
The fair values of derivative financial instruments that are not quoted in active markets are determined by using valuation techniques. Valuation techniques used include discounted cash flows analysis and models with built-in functions available in externally acquired financial analysis or risk management systems widely used by the industry such as option pricing models. To the extent practical, the models use observable data. In addition, valuation adjustments may be adopted if factors such as credit risk are not considered in the valuation models. Management judgement and estimates are required for the selection of appropriate valuation parameters, assumptions and modelling techniques.
4 Cash and Cash Equivalents
Schedule of Cash and Cash Equivalents
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Cash at bank and in hand | ||||||||||||
| Total cash and cash equivalents | ||||||||||||
5 Trade and Other Receivables
Schedule of Trade and Other Receivables
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Trade receivables-Related parties (refer note 25(c)) | ||||||||||||
| Trade receivables, net (1) | ||||||||||||
| Total current trade and other receivables | ||||||||||||
| (1) |
| F-18 |
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the consolidated financial statements.
The table below presents the expected credit losses on trade receivables for the year ended June 30, 2025:
Schedule of Expected Credit Losses on Trade Receivables
| Current sales | 30 days | 60 days | 90 days | Total | ||||||||||||||||
| Balance as at reporting date (AUD) | $ | $ | $ | $ | $ | |||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| ECL allowance (AUD) | $ | $ | $ | $ | $ | |||||||||||||||
6 Inventories
Schedule of Inventories
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Raw materials | ||||||||||||
| Finished Goods | ||||||||||||
| Consumables | ||||||||||||
| Total inventories | ||||||||||||
Write downs of inventories to net realisable value during the years ended June 30, 2025, 2024, and 2023 were $ .
7 Property, plant and equipment
Schedule of Property Plant and Equipment
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| LAND AND BUILDINGS | ||||||||||||
| At cost | ||||||||||||
| Total Land | ||||||||||||
| Buildings | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total buildings | ||||||||||||
| Total land and buildings | ||||||||||||
| PLANT AND EQUIPMENT | ||||||||||||
| Plant and equipment | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total plant and equipment | ||||||||||||
| Motor vehicles | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total motor vehicles | ||||||||||||
| Office equipment | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total office equipment | ||||||||||||
| Total plant and equipment | ||||||||||||
| Total property, plant and equipment | ||||||||||||
| (a) | Movements in carrying amounts of property, plant and equipment |
| F-19 |
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:
Schedule of Detailed Information About Property Plant And Equipment
| Plant and | Motor | Office | ||||||||||||||||||||||
| Land | Buildings | Equipment | Vehicles | Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2025 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Reclassification | ( | ) | ||||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
| Land | Buildings | Plant and Equipment | Motor Vehicles | Office Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2024 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Reclassification | ( | ) | ( | ) | ||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
| Land | Buildings | Plant and Equipment | Motor Vehicles | Office Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2023 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Reclassification | ( | ) | ( | ) | ||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
8 Intangible Assets
Schedule Of Detailed Information About Intangible Assets
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Goodwill (Cost model) | ||||||||||||
| Total Intangible assets | ||||||||||||
| F-20 |
9 Other assets
Schedule of Other Non-Financial Assets
| (a) | Prepayments of seed assets |
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Prepayments of seed assets | ||||||||||||
| (b) | Other current assets |
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Prepayments | ||||||||||||
| Tax prepayment | ||||||||||||
| Other current assets | ||||||||||||
| Total other current assets | ||||||||||||
| (c) | Prepayment of Equipment |
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| NON-CURRENT | ||||||||||||
| Prepayment of equipment | ||||||||||||
10 Trade and Other Payables
Schedule of Trade Payables
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Related parties - payable (refer note-25 (c)) | ||||||||||||
| Trade and other payables | ||||||||||||
| Total trade and other payables | ||||||||||||
Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
11 Borrowings
(a) Secured bank loan
The
Company obtained an AUD$
On
February 14, 2024, the Company drawdown on an equipment loan with the Commonwealth Bank of Australia for an aggregate
principal amount of AUD$
The following table summarizes outstanding borrowings as of 30 June 2025, 2024, and 2023:
Schedule of Borrowings
| Current | Non-Current | Total | Current | Non-Current | Total | Current | Non-Current | Total | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||||||||||||||||||||||||
| Current | Non-Current | Total | Current | Non-Current | Total | Current | Non-Current | Total | ||||||||||||||||||||||||||||
| Equipment Finance secured bank loan | ||||||||||||||||||||||||||||||||||||
| Interest only secured bank loan | ||||||||||||||||||||||||||||||||||||
| Other loans | ||||||||||||||||||||||||||||||||||||
| Trade finance facility | ||||||||||||||||||||||||||||||||||||
| Total secured bank loan | ||||||||||||||||||||||||||||||||||||
| Unused trade finance facility | ||||||||||||||||||||||||||||||||||||
The future payments of the equipment finance secured bank loan as of June 30, 2025 were as follows:
Schedule of Future Payments of Finance Secured Bank Loan
| Calendar year | AUD$ | |||
| Remainder of 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total payments outstanding | ||||
| Less: accrued interest | ( | ) | ||
| Total equipment finance secured loan outstanding | ||||
(b) Convertible Note- Current Liabilities
In
connection with the closing of the Business Combination on 31 March 2024, the Company closed the private placement, pursuant to the private offering
rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant
to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena
Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the
On February 29, 2024, the Company entered into Amendment No.3 to the Securities Purchase Agreement for the purchase and sale of Debentures and Warrants.
The following table summarizes the outstanding Convertible Note as of June 30, 2025, 2024, and 2023:
Schedule of Outstanding Convertible Note
June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Principal value of Convertible Note | ||||||||||||
| Debt discount(1), net of amortization | ( | ) | ( | ) | ||||||||
| Convertible Note | $ | $ | ||||||||||
| (1) |
Schedule of Debt Discount
| June 30, 2025 | June 30, 2024 | |||||||
| AUD$ | AUD$ | |||||||
| 10% OID | ||||||||
| Fair value of Ordinary share Warrants | ||||||||
| Fair value of Penny Warrants | ||||||||
| Equity component | ||||||||
| Total debt discount | ||||||||
| Less: amortization | ( | ) | ( | ) | ||||
| Debt discount at year end | $ | $ | ||||||
| F-21 |
12 Issued Capital
Following the Business Combination, the Company has authorized shares including Class A Ordinary Shares, Class B Ordinary Shares, and Preference Shares, each of par value $ per share. In addition, the Company has three classes of warrants (i.e., Public Warrants, Private Warrants and PIPE Warrants) issued and outstanding.
Schedule of Issued Capital Following Business Combination
Number of shares | Share capital | Number of shares | Share capital | Number of shares | Share capital | |||||||||||||||||||
| 30 June 2025 | 30 June 2024 | 30 June 2023 | ||||||||||||||||||||||
Number of shares (Class A) | Share
Capital AUD$ | Number of shares (Class A) | Share Capital
AUD$ | Number of shares (Class A) | Share Capital AUD$ | |||||||||||||||||||
| Issuance of shares to AOI shareholders | ||||||||||||||||||||||||
| Issuance of shares to SPAC shareholders | ||||||||||||||||||||||||
| Issuance of shares to SPAC Founders | ||||||||||||||||||||||||
| Conversion of JSKS Loan | - | - | ||||||||||||||||||||||
| Conversion of convertible notes | ||||||||||||||||||||||||
| Recapitalization costs | ||||||||||||||||||||||||
| Issuance of shares in exchange for advisory services | ||||||||||||||||||||||||
| Conversion of rights | ||||||||||||||||||||||||
| - | - | - | ||||||||||||||||||||||
| Costs attributable to the issuance of shares in connection with the business combination | - | - | - | |||||||||||||||||||||
| Issued Capital | ||||||||||||||||||||||||
| ● | There was no movement in class B ordinary shares, preference shares. |
Share premium:
| 30 June 2025 | 30 June 2024 | 30 June 2023 | ||||||||||
| Share Premium | Share Premium | Share Premium | ||||||||||
| Issuance of shares to AOI shareholders | ||||||||||||
| Issuance of shares to SPAC shareholders | ||||||||||||
| Issuance of shares to SPAC Founders | ( | ) | ( | ) | ||||||||
| Conversion of JSKS Loan | ||||||||||||
| Conversion of convertible notes | ||||||||||||
| Issuance of shares in exchange for advisory services | ( | ) | ( | ) | ||||||||
| Conversion of rights | ( | ) | ( | ) | ||||||||
| Issuance of convertible note – equity component | ||||||||||||
| Recapitalization costs | ||||||||||||
| Total | ||||||||||||
| Less: | ||||||||||||
| Costs attributable to the issuance of shares in connection with the business combination | ( | ) | ( | ) | ||||||||
| Issued Capital | ||||||||||||
| F-22 |
13 Warrants
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis on June 30, 2025, 2024, and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Schedule of Company’s Fair Value on a Recurring Basis
| June 30, | June 30, | June 30, | ||||||||||||
| Description: | Level | 2025 | 2024 | 2023 | ||||||||||
| $AUD | $AUD | $AUD | ||||||||||||
| Liabilities: | ||||||||||||||
| Warrant liability—Private and Representative Warrants | 3 | |||||||||||||
| Warrant liability – Penny Warrants | 3 | |||||||||||||
| Warrant liability – Arena Ordinary Share Warrants | 3 | |||||||||||||
| Total | ||||||||||||||
The Company accounts for the Public warrants, the Private Placement warrants, the Representative warrants, the Penny warrants, and the Arena Ordinary share warrants in accordance with the guidance contained in IAS 32 and IFRS Accounting Standards 9 under which the Public warrants meet the criteria for equity treatment and are recorded as equity due to the settlement provision in the warrant agreement. In accordance with IAS 32 and IFRS Accounting Standards 9, the Private Placement warrants, Representative warrants, the Penny warrants and Arena Ordinary share warrants (collectively the “Warrants”) are initially required to be classified as liability instruments in its entirety; therefore, the Warrants are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings.
The following table presents the warrants outstanding and exercisable on June 30, 2025 and 2024:
Schedule of Warrant Outstanding
| Public warrants | ||||
| Private Placement warrants | ||||
| Representative warrants | ||||
| Arena Ordinary share warrants | ||||
| Total warrants |
Public, Private, and Representative Warrants
As
part of EDOC’s IPO on 21 March 2024, EDOC issued warrants to third-party investors where each whole warrant entitles the holder to purchase
one share of the Company’s ordinary shares at an exercise price of USD$
These warrants expire on the fifth anniversary i.e. 21 March 2029 of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of USD$ per warrant:
| ● | at any time while the warrants are exercisable, | |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder, | |
| ● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and | |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. |
| F-23 |
Arena Ordinary Share Warrants
In
connection with the closing of the Business Combination, the Company closed the private placement, pursuant to the private offering rules
under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the
Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP
(the “PIPE Investors”) and executed the Arena Transaction Documents including the
Penny Warrants
In
connection with the Amendment No. 3 to the Securities Purchase Agreement the Company agrees that in the event that (w) the Company fails
to achieve the transfer of all of Energreen’s equity interests in CQ Oilseeds to the Company such that CQ Oilseeds becomes a wholly-owned
subsidiary of the Company on or prior to the Substantial Completion Date, (x) the Company fails to achieve the transfer of the Australian
Crushing Plant Lease from Energreen to CQ Oilseeds on or prior to the Substantial Completion Date, (y) CQ Oilseeds fails to grant to
the Purchaser a first priority security interest in all of its assets, free and clear of all other liens and encumbrances other than
the first priority security interests of the Purchaser pursuant to the Australian CQ Oilseeds General Security Deed and the Australian
Leasehold Mortgage on or prior to the Substantial Completion Date, on or prior to the Substantial Completion Date, and/or (z) any of
CQ Oilseeds, Energreen, the Company or the Company fails to comply with, or breaches any of the covenants in any Transaction Document,
then (i) the Company shall issue to the
14 Lease liabilities and right-of-use assets
The Company’s leases include rental of a solar power system and plant space. Lease liabilities are secured by the related leased assets.
Solar power system lease
The solar power system lease has a term commencing on October 31, 2015 through December 31, 2035.
Land lease
The Company leases land in Cootamundra, Australia, where the oilseed processing plant and ancillary buildings accommodating the equipment and facilities are located. The Cootamundra land lease has a term commencing on January 1, 2023 through December 31, 2025.
Balances of the right-of use assets and lease liabilities are set forth on the accompanying statement of financial position.
| F-24 |
The following table shows the remaining contractual maturities of the Company’s lease liabilities and the right-of-use assets as of June 30, 2025, 2024, and 2023:
Schedule of Contractual Maturities Lease Liabilities and Right of Use Assets
| (a) Right-of-use assets | 2025 | 2024 | 2023 | |||||||||
| At cost | ||||||||||||
| Less accumulated amortisation | ( | ) | ( | ) | ( | ) | ||||||
| Total Right of Use assets | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| (b) Lease liabilities | ||||||||||||
| Within 1 year (Current) | ||||||||||||
| After 1 year but within 2 years | ||||||||||||
| After 2 years but within 5 years | ||||||||||||
| After 5 years | ||||||||||||
| Non-current liabilities | ||||||||||||
| Total lease liabilities | ||||||||||||
15 Revenue
The Company derives its revenue principally from wholesale and retail sales of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company derives revenue from the transfer of goods at a point in time. The table below shows the Company’s revenue disaggregated by product type.
Schedule of Revenue Disaggregated
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Wholesale oils | ||||||||||||
| High protein meals | ||||||||||||
| Toll crushing service | ||||||||||||
| Seeds | ||||||||||||
| Other sales | ||||||||||||
| Retail oils | ||||||||||||
| Total revenues | ||||||||||||
16 Cost of Sales
Schedule of Cost of Sales
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cost of finished goods | ||||||||||||
| Cost of material | ||||||||||||
| Direct labor | ||||||||||||
| Freight and storage | ||||||||||||
| Depreciation | ||||||||||||
| Occupancy costs | ||||||||||||
| Repairs and maintenance | ||||||||||||
| Total cost of sales | ||||||||||||
| F-25 |
17 General and administrative expenses
Schedule of General and Administrative expenses
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Professional fees | ||||||||||||
| Audit fee | ||||||||||||
| Employee costs | ||||||||||||
| Insurance | ||||||||||||
| Other expenses | ||||||||||||
| Management fee | ||||||||||||
| Expected credit losses | ||||||||||||
| Travel expenses | ||||||||||||
| Depreciation | ||||||||||||
| Technology costs | ||||||||||||
| Occupancy costs | ||||||||||||
| Security | ||||||||||||
| Utilities | ||||||||||||
| Total general and administrative expenses | ||||||||||||
18 Selling and marketing expenses
Schedule of Selling and Marketing expenses
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Professional fees | ||||||||||||
| Advertising and marketing expenses | ||||||||||||
| Bad debts | ||||||||||||
| Total selling and marketing expenses | ||||||||||||
19 Other Income
Schedule of Other Income
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Gain on forgiveness of payables (1) | ||||||||||||
| Other income | ||||||||||||
| Total other income | ||||||||||||
| (1) |
20 Key management personnel compensation
Key management personnel remuneration included within employee expenses for the year is shown below:
Schedule of Key Management Personnel
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Short-term employee benefits | ||||||||||||
| Post-employment benefits | ||||||||||||
| Key management personnel | ||||||||||||
| ● | Key management personnel during the FY 2024 & FY 2023 were : Gary Seaton (CEO) and Bob Wu (CFO) for FY2023 and FY2024, | |
| ● | For FY2025KMP are Gary Seaton (CEO), Bob Wu resigned in Feb 2025, Amarjeet Singh (CFO) from Feb 2025 and Sathya Kondala Rao (Factory Head). |
21 Finance Expenses
Schedule of Finance Expenses
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Amortization of debt discount | ||||||||||||
| Realised and unrealised currency losses (gains) | ||||||||||||
| Interest expense | ||||||||||||
| Total finance expenses | ||||||||||||
| F-26 |
22 Income Tax Expense
Schedule of Income Tax Expense
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Current taxes | ||||||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||||||
| Income tax expense | ||||||||||||
| (a) | Reconciliation of income tax to accounting profit: |
Schedule of Components of Income Tax Expense
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| (Loss)/Net Profit before Tax | ( | ) | ( | ) | ||||||||
| Tax | % | % | % | |||||||||
| Income tax benefit computed at the statutory tax rate | ( | ) | ( | ) | ||||||||
| Less: | ||||||||||||
| Tax offset of Research & Development incentive | ( | ) | ||||||||||
| Tax adjustment of transaction cost to be amortized over the time | ||||||||||||
| Recoupment of prior year tax losses not previously brought to account/Other tax adjustments | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||
* Deferred tax assets amounting to $
| (a) | Basic earnings per share |
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Total basic (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ||||||||
| (b) | Diluted earnings per share |
| 2025 | 2024 | 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Total diluted (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ||||||||
| (c) | Weighted average number of shares used as the denominator |
| 2025 | 2024 | 2023 | ||||||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share | ||||||||||||
| Adjustments for calculation of diluted earnings per share: | - | - | - | |||||||||
| Amounts uncalled on partly paid shares and calls in arrears | ||||||||||||
| Options | ||||||||||||
| Deferred shares | ||||||||||||
| Convertible notes | ||||||||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | ||||||||||||
| F-27 |
24 Cash Flow Information
| (a) | Reconciliation of result for the year to cash flows from operating activities |
Reconciliation of net income to net cash provided by operating activities:
Reconciliation of net income to net cash provided by operating activities:
Schedule of Reconciliation of Net Income to Net Cash Provided by Operating Activities
| (Loss) Profit for the year | ( | ) | ( | ) | ||||||||
| Non-cash flows in profit: | ||||||||||||
| – gain on forgiveness of payables | ( | ) | ||||||||||
| – depreciation | ||||||||||||
| – amortization of debt discount | ||||||||||||
| – Recapitalization expense | ||||||||||||
| – interest | ||||||||||||
| – change in fair value of warrants | ( | ) | ( | ) | ||||||||
| – exchange rate effect | ( | ) | ||||||||||
| Changes in assets and liabilities: | ||||||||||||
| – (increase)/decrease in trade and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| – (increase)/decrease in prepayment of seed purchase/other prepayments | ( | ) | ||||||||||
| – (increase)/decrease in other assets | ( | ) | ( | ) | ||||||||
| – (increase)/decrease in inventories | ( | ) | ||||||||||
| –increase/(decrease) in trade and other payables (1) | ||||||||||||
| – increase/(decrease) in provisions | ( | ) | ||||||||||
| Cash flows from operations provided by/(used in) | ( | ) |
| (1) |
Non-cash investing and financing activities were as follows:
Schedule of Non-cash Investing and Financing Activities
| 2025 | 2024 | 2023 | ||||||||||
| Acquisition of ROU assets and lease liabilities | ||||||||||||
| Purchases of property, plant and equipment in trade payables | ||||||||||||
| Accrued expenses and warrant liabilities assumed upon closing of the merger with EDOC | ||||||||||||
| Promissory note – related party assumed upon closing of the merger with EDOC | ||||||||||||
| Conversion of related party loan to equity | ||||||||||||
| Conversion of convertible note to equity | ||||||||||||
| F-28 |
25 Related Parties
(a) The Company’s main related parties are as follows:
Key management personnel — refer to Note 20.
Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members and American Physicians, LLC, shareholders from the Sponsor of EDOC.
(b) Transactions with related parties
The following transactions occurred with related parties:
Schedule of Transactions Occurred with Related Parties
| Purchases of Seed for the Year Ended 30 June 2025 | Purchases of Oils for the Year Ended 30 June 2025 | Sales of Meals for the Year Ended 30 June 2025 | Other Sales for the Year Ended 30 June 2025 | Management Fee for the Year Ended 30 June 2025 | Lease for the Year Ended 30 June 2025 | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Related parties | ||||||||||||||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | ||||||||||||||||||||||||
| Sunmania Pty Ltd. | ||||||||||||||||||||||||
Purchases of Seed for the Year Ended 30 June 2024 | Sales of Meals for the Year Ended 30 June 2024 | Management Fee for the Year Ended 30 June 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | ||||||||||||
| Sunmania Pty Ltd. | ||||||||||||
| F-29 |
| * |
Purchases of Seed for the Year Ended 30 June 2023 | Sales of Meals for the Year Ended 30 June 2023 | Management Fee for the Year Ended 30 June 2023 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Good Earths Oils | ||||||||||||
| Sunmania Pty Ltd. | ||||||||||||
(c) Loans to/from related parties
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2025.
Schedule of Loans with Related Parties
| Current | Non-current | Total principal | ||||||||||
| Balance | ||||||||||||
| as of 30 June 2025 | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | ||||||||||||
| CQ Oilseeds Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Total related party loans payable | ||||||||||||
| Energreen Nutrition- Related party loan receivable (Note 5) | ||||||||||||
| Trade payable (related party) (Note-10) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Soon Soon Oilmills | ||||||||||||
| Sunmania Pty Ltd | ||||||||||||
| Total trade payable due to related parties (Note-10) | ||||||||||||
| Trade receivable (related party) (Note-5) | ||||||||||||
| Energreen Nutrition | ||||||||||||
| Sunmania Pty Ltd | ||||||||||||
| Total trade receivable due from related parties (Note-5) | ||||||||||||
| F-30 |
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2024.
| Current | Non-current | Total | ||||||||||
| Balance | ||||||||||||
| as of 30 June 2024 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | ||||||||||||
| JSKS Enterprises Pty Ltd. Loan | ( | 4,431,136 | ||||||||||
| CQ Oilseeds Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Less: Origin Food loan receivable | ( | ) | ( | ) | ||||||||
| Total related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. accounts payable (Note-10) | ||||||||||||
| Current | Non-current | Total | ||||||||||
| Balance | ||||||||||||
| as of 30 June 2023 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Due to related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | ||||||||||||
| Good Earth Oils Pty Ltd. Loan | ||||||||||||
| JSKS Enterprises Pty Ltd. Loan | ( | 2,853,929 | ||||||||||
| CQ Oilseeds Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Total due to related parties | ||||||||||||
| Trade payable (related party) (Note-10) | ||||||||||||
| Good Earth Oils Pty Ltd. Accounts payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. accounts payable | ||||||||||||
| Total trade payable due to related parties (Note-10) | 4,936,423 | - | 4,936,423 | |||||||||
| Due from related parties | ||||||||||||
| Good Earth Oils Pty Ltd. accounts receivable (Note-5) | ||||||||||||
During the year ended June 30, 2025 the related party
loan amounting to AUD
For the years ended June 30, 2024 and 2023 a related party loan is owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, and interest rate charge is 6% per annum. to be repaid within 12 months after the year end, and the remaining principal shall be repaid more than 12 months after the year end.
For the years ended June 30, 2025, 2024, and 2023 a related party loan is owed to Energreen Nutrition Australia Pty Ltd., which is controlled by Gary Seaton, and interest rate charge is 6% per annum and expected to be repaid in full within 12 months after the year end.
For the years ended June 30, 2025, 2024, and 2023 the remaining related party loan relates to an interest free loan owed to CQ Oilseeds Pty Ltd.
(d) Promissory Notes
| Current | Non-current | Total principal | ||||||||||
| American Physicians LLC | ||||||||||||
| Promissory notes | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Balance as on 30th June 20251 | ||||||||||||
| Balance as on 30th June 20242 | ||||||||||||
| Balance as on 30th June 2023 | ||||||||||||
| Balance | ||||||||||||
| (1) | |
| (2) |
On
March 21, 2024, the Company issued two promissory notes in the principal amounts of USD$
The First Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The First Promissory Note principal and accrued interest are now past due.
| F-31 |
The Second Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The Second Promissory Note principal and accrued interest are due and payable as follows:
(i)
USD$
(ii)
USD$
(iii) Remaining balance plus any accrued but unpaid interest shall be paid on December 21, 2025.
As
of June 30, 2025, USD
Accrued
interest on the First Promissory Note and the Second Promissory Note was AUD$
26 Fair value measurement
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date. | |
| ● | Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly. | |
| ● | Level 3: inputs that are unobservable inputs for the asset or liability. |
The carrying amounts of the financial assets and financial liabilities approximate their fair values.
The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2025, 2024, and 2023 due to the short maturities of such instruments.
| F-32 |
The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2025 and 2024. The Representative Warrants were valued using similar information, except for the strike price which is USD$.
Schedule of Fair Value Measurements for Private Warrants
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| $USD | $USD | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Volatility | % | % | ||||||
| Expected life | ||||||||
| Risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
The following table provides quantitative information regarding Level 3 fair value measurements for the Penny Warrants and the Arena Ordinary Share Warrants as of June 30, 2025 and 2024.
Schedule of Fair Value Measurements of Warrants
| June 30, | June 30, | Initial value April 8, | ||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| $USD | $USD | $USD | ||||||||||
| Exercise price | ||||||||||||
| Share price | $ | $ | ||||||||||
| Volatility | % | % | % | |||||||||
| Expected life | ||||||||||||
| Risk-free rate | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
| F-33 |
The following table presents a summary of the changes in the fair value of the Private Warrants Penny Warrants, and Arena Warrants, Level 3 liabilities, measured on a recurring basis.
Schedule of Changes in the Fair Value
| Private Placement | Representative | Arena Ordinary Share | Penny | Total Warrant Liabilities | ||||||||||||||||
| $AUD | $AUD | $AUD | $AUD | |||||||||||||||||
| Fair value as of June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Initial measurement at Business Combination | ||||||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Fair value as of June 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Fair value as of June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
27 Financial Risk Management Objectives and Policies
The Company’s principal financial liabilities comprise convertible notes, promissory notes and borrowings, related party loans, lease liabilities, and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other receivables and cash and cash equivalents that derive directly from its operations.
The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. The sensitivity analyses in the following sections relate to the position as at June 30, 2025, 2024, and 2023.
Interest rate risk
The
Company’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow
interest rate risk. As of June 30, 2025, 2024, and 2023, the nominal amount of borrowings to credit institutions with floating interest
rates are AUD$
The table below shows the estimated effect on profit or loss and equity of a parallel shift of the interest rate curves up or down by one percent on loans without fixed interest rates. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The calculation considers the effect of financial instruments with variable interest rates. The analysis is performed on the same basis for 2025, 2024, and 2023.
Schedule of Risk
Impact on loss before income taxes | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Interest rates - increase/decrease by 1% | +/- | +/- | ||||||
| F-34 |
Credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2025, its risk relating to deposits exceeding federally insured limits was not significant.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The
Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not
require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of
30 days. As of June 30, 2025, three customers accounted for
Foreign currency risk
Although
the Company is exposed to foreign currency risk from its international operations, the Company does not consider it to have a
material impact. Certain transactions of the Company and its subsidiaries are denominated in currencies other than the functional
currency. Foreign currency payments totaled AUD $
Liquidity risk
The Company limits its liquidity risk primarily from the funds generated from operations to settle supplier dues and provide the Company with sufficient funds to enable it to meet its financial obligations as they fall due.
The table below summarises the maturities of the Company’s undiscounted financial liabilities, based on contractual payment dates.
Schedule of Undiscounted Financial Liabilities
| On demand | Less than 3 months | 3 months to 1 year | 1 to 5 years | Total | ||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Promissory notes | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Promissory notes | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| June 30, 2023 | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| F-35 |
28 Recapitalization Costs
The difference in the fair value of the shares issued by the Company, the accounting acquirer, and the fair value of the SPAC’s accounting acquiree’s identifiable net assets represent a service received by the accounting acquirer. This difference is considered as cost of listing (recapitalization) and recorded in the consolidated profit or loss and other comprehensive income.
The following table displays the calculation of the listing costs recognized for the year ended June 30, 2024:
Schedule of Recapitalization Costs
| Number of | ||||||||
| shares/warrants | At Closing Date | |||||||
| AUD$ | ||||||||
| Net deficit from SPAC transferred to the Company | - | |||||||
| Class A Ordinary Shares | - | |||||||
| Founder shareholders and other advisors | - | |||||||
| Total shares issued to SPAC | - | |||||||
| Diluted share price at Closing Date | - | |||||||
| Total value transferred to the SPAC | - | |||||||
| Recapitalization costs | - | |||||||
29 Legacy cost commitments
In
June 2024, the Company entered into a payment agreement with Ellenoff Grossman & Schole LLP (“EGS”) related to the fees
owed to EGS at the closing of the Business Combination for which EGS provided legal representation to EDOC regarding the Business Combination.
Pursuant to the agreement, the EGS agreed to reduce the amount owed by the Company by USD$
As
of June 30, 2025, the Company has paid USD$
As
of June 30, 2025, the Company has not paid any amount to IBankers (IBS) towards outstanding USD$
As of June 30, 2025, the company has legacy cost commitments
amounting to USD
30 Net Tangible Assets
Net tangible assets per ordinary share have been determined using the net assets on the consolidated statement of financial position adjusted for non-controlling interests, intangible assets and goodwill.
31 Events Occurring After the Reporting Date
| (a) | On 10 July, 2025, the company received conversion notice from
Arena (PIPE) for conversion of USD |
| (b) | At the time of Business combination, Arena (PIPE) entered into
an Escrow agreement with American Physicians (AP) for an amount of USD |
As the company, was not party to above mentioned Escrow account, the company has not received any notices from Arena (PIPE) or American Physician (AP).
The Company is reviewing the Securities Purchase Agreement entered with Arena (PIPE) to confirm whether the liability pertaining to outstanding convertible notes, currently disclosed in note 11 (b) will be extinguished, as a result of above event and withdrawal of funds from Escrow account.
The consolidated financial report was authorised for issue by the board of directors.
No matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
| F-36 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
Cayman Islands laws do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.
The Amended Charter provides to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director’s (including alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our Company or our affairs in any court whether in the Cayman Islands or elsewhere.
No such existing or former directors (including alternate directors), secretaries or officers, however, shall be indemnified in respect of any matter arising out of his or her own actual fraud, willful default or willful neglect.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
None.
Item 8. Exhibits and Financial Statement Schedules.
Exhibit Index
| II-1 |
| II-2 |
| * | Filed herewith. |
| ** | Previously filed. |
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule of exhibit to the SEC upon request.
+ Management or compensatory agreement or arrangement.
The agreements included as exhibits to this Registration Statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this Registration Statement not misleading.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
| II-3 |
Item 9. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. | |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Item 10. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against fraud, or the consequences of committing a crime. The Company’s amended and restated memorandum and articles of association will provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Cayman Islands law, and EDOC’s amended and restated memorandum and articles of association provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Cayman Islands law.
In addition, effective upon the consummation of the Business Combination, as defined in Part I of this registration statement, the Company has entered or will enter into indemnification agreements with directors, officers, and some employees. The indemnification agreements will require the Company, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cootamundra, Australia, on December 22, 2025.
| Australian Oilseeds Holdings Limited | ||
| By: | /s/ Gary Seaton | |
| Name: | Gary Seaton | |
| Title: | Director and CEO | |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 22, 2025 in the capacities indicated:
| Signature | Title | Date | ||
| /s/ Gary Seaton | Co-Chief Executive Officer and Chairman of the Board | December 22, 2025 | ||
| Gary Seaton | ||||
| /s/ * | Co-Chief Executive Officer and Director | |||
| Jamie Mohammed Zamal | ||||
| /s/ * | Chief Financial Officer | December 22, 2025 | ||
| Amarjeet Singh | ||||
| /s/ * | Director | December 22, 2025 | ||
| Gowri Shankar | ||||
| /s/ * | Director | December 22, 2025 | ||
| Long (Leo) Yi | ||||
| /s/ * | Director | December 22, 2025 | ||
| Elena Cozneac | ||||
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Australian Oilseeds Holdings Limited, has signed this Registration Statement on Form F-1 in San Francisco, California on December 22, 2025.
| Authorized U.S. Representative | ||
| By: | /s/ Debbie A. Klis | |
| Name: | Debbie A. Klis, Esq. | |
| Title: | Partner | |
| Company: | Rimon, P.C. | |
| II-5 |
Exhibit 5.1
OPINION LETTER
Australian Oilseeds Holdings Limited
126 – 142 Cowcumbla Street
Cootamundra, Australia
22 December 2025
Dear Sirs
Re: Australian Oilseeds Holdings Limited (the “Company”)
We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended to date, relating to the offer and sale from time to time of 165,000 ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) of the Company, by the selling shareholders identified in the Registration Statement as follows:
| ● | 2,200 Ordinary Shares owned by Guoxiang Cao that were issued in connection with the Company’s Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; | |
| ● | 18,700 Ordinary Shares owned by Kevin Chen that were issued in connection with the Company’s Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; | |
| ● | 18,700 Ordinary Shares owned by Bob Ai that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; | |
| ● | 18,700 Ordinary Shares owned by Gang Li that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; | |
| ● | 18,700 Ordinary Shares owned by Delta International that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; | |
| ● | 18,700 Ordinary Shares owned by LZ Family Holding LLC that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024; and | |
| ● | 69,300 Ordinary Shares owned by Hanwen Gu that were issued in connection with the Business Combination with EDOC, the balance of this shareholder’s Ordinary Shares were registered on Form F-4 declared effective by the SEC on February 6, 2024. |
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
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Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
Documents
For the purposes of giving this opinion, we have examined originals, copies, drafts or conformed copies of the following documents:
| 1. | a certificate of good standing in respect of the Company dated 10 December 2025 issued by the Registrar of Companies (the “Certificate of Good Standing”); | |
| 2. | the certificate of incorporation of the Company dated 29 December 2022; | |
| 3. | the register of directors (the “Register of Directors”), register of members (the “Register of Members”) and register of mortgages and charges (the “Register of Mortgages and Charges”) of the Company; | |
| 4. | the amended and restated Memorandum and Articles of Association of the Company adopted by special resolution of the shareholders on 21 March 2024 (the “Memorandum and Articles of Association”); | |
| 5. | a search of the Register of Writs and other Originating Process of the Cayman Islands Grand Court maintained by the Clerk of the Court (the “Court Register”) covering the period from the date of the Company’s incorporation (the “Litigation Search”); | |
| 6. | a certificate from a director of the Company a copy of which is annexed hereto dated 12 December 2025 (the “Director’s Certificate”); | |
| 7. | a copy of written resolutions of the board of directors of the Company dated 19 December 2025 the “Resolutions”); | |
| 8. | the Registration Statement (as defined above); and | |
| 9. | such other documents as we have considered necessary for the purposes of rendering this opinion. |
(the documents listed in paragraphs 8-9 above are referred to in this opinion as the “Documents”).
Assumptions
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. These opinions only relate to the laws of the Cayman Islands which are in force at the date of this opinion. In giving these opinions we have relied (without further verification) upon the completeness and accuracy (and the continuing accuracy as at the date hereof) of the Director’s Certificate, the Resolutions and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 1. | There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by the execution or delivery of the Documents and that, in so far as any obligation expressed to be incurred under the Documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction. |
| 2. | The Documents are within the capacity and powers of and have been or will be duly authorised, executed and unconditionally delivered by or on behalf of all the relevant parties in accordance with all relevant laws (other than with respect to the Company, the laws of the Cayman Islands). |
| 2 |
| 3. | The Documents constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with all their terms as a matter of the laws of all relevant jurisdictions (other than the Cayman Islands). All factual representations made in the Documents are accurate and complete. |
| 4. | The choice of the laws of the jurisdiction selected to govern each of the Documents has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all other relevant jurisdictions (other than the Cayman Islands). |
| 5. | Where a Document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of a Document marked to show changes to a previous draft, all such changes have been accurately marked. |
| 6. | All original documents are authentic, that all signatures, initials and seals are genuine, that all documents purporting to be sealed have been so sealed, that all copies are complete and conform to their original, and that, unless we have received signed copies the Documents conform in every material respect to the latest drafts of the same produced to us. |
| 7. | All authorisations, approvals, consents, licences and exemptions required by and all filings and other requirements of each of the parties to the Documents outside the Cayman Islands to ensure the legality, validity and enforceability of the Documents have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied. |
| 8. | The board of directors of the Company considers the execution of the Documents and the transactions contemplated thereby to be in the best interests of the Company. |
| 9. | All conditions precedent contained in the Documents have been or will be satisfied or waived. |
| 10. | No disposition of property effected by any of the Documents is made wilfully to defeat an obligation owed to a creditor and/or at an undervalue. |
| 11. | The Company was on the date of execution of the Documents to which it is a party able to pay its debts as they became due from its own moneys, and that any disposition or settlement of property effected by any of the Documents is made in good faith and for valuable consideration and at the time of each disposition of property by the Company pursuant to the Documents the Company will be able to pay its debts as they become due from its own moneys. |
| 12. | None of the Documents has been, or will they be, executed or delivered in the Cayman Islands. |
| 13. | The copies of the Memorandum and Articles of Association, Register of Members, Register of Directors and Officers and Register of Mortgages and Charges provided to us by the Registered Office of the Company are true and correct copies of the originals of the same and that all matters required by law to be recorded therein are so recorded. |
| 14. | The corporate records of the Company examined by us on 22 December 2025 at its Registered Office constitute its complete and accurate corporate records and that all matters required by law to be recorded therein are so recorded. |
| 15. | There is nothing contained in the minute book or the corporate records of the Company, (which we have not inspected), which would or might affect the opinions herein after appearing; |
| 16. | The Cause List and the Register of Writs and other Originating Process of the Cayman Islands Grand Court maintained by the Clerk of the Courts examined by us at the Courts Office on 22 December 2025 covering the period of six years prior to the date of search constitute a complete record of the proceedings before the Grand Court of the Cayman Islands. |
| 3 |
| 17. | The Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions in accordance with the Articles of Association of the Company, remain in full force and effect and have not been rescinded or amended. |
| 18. | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws governing any of the Documents. |
| 19. | None of the parties to the Documents is a person, political faction or body resident in or constituted under the laws of any country currently the subject of United Nations Sanctions extended to the Cayman Islands by the Order of Her Majesty in Council. |
| 20. | No amounts paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the performance of the Documents or the consummation of the transactions contemplated thereby, represent or will represent proceeds of criminal conduct or criminal property (as defined in the Proceeds of Crime Act (as Revised) and the Terrorism Act (as Revised) (the “Terrorism Act”), respectively). |
| 21. | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
| 22. | That the Company is not a central bank, monetary authority or other sovereign entity or state or, if it is, that the entry into the Documents “commercial transactions” for the purposes of Section 3 of the State Immunity Act of England which applies in the Cayman Islands and the transactions contemplated by the Documents are not an exercise of sovereign authority. |
| 23. | In the event of an insolvency, liquidation, bankruptcy or reorganisation affecting the Company, no liquidator, creditor or other person would be able to set aside any disposition of property effected by the Company pursuant to the Documents. |
| 24. | As a matter of all relevant laws (other than the laws of the Cayman Islands), any power of attorney given by the Company to execute the Documents has been duly executed by the Company and constitutes the persons named therein as the duly appointed attorney of the Company with such authority as is specified therein. |
| 25. | The Company is not and will not become subject to the requirements of Part XVIIA of the Companies Act (as Revised). |
| 26. | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of New York. |
Opinion
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out below, we are of the opinion that under the laws of the Cayman Islands:
| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands and has full corporate power and legal right to execute and deliver the Documents to be executed by it and to perform the provisions of the Documents to be performed on its part. |
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| 2. | The Documents to which the Company is a party have been duly authorised and when executed and unconditionally delivered by the Company, will constitute a legal, valid and binding obligations of the Company enforceable in accordance with their respective terms. |
| 3. | The execution, unconditional delivery and performance of the Documents to which the Company is a party, the consummation of the transactions contemplated thereby and the compliance by the Company with the terms and provisions thereof do not: |
| (a) | contravene any law or regulation of the Cayman Islands applicable to the Company; or | |
| (b) | contravene the Memorandum of Association and Articles of Association of the Company. |
| 4. | Neither the execution, delivery, performance of any of the Documents to which the Company is a party nor the consummation or performance of any of the transactions contemplated thereby by the Company, requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Cayman Islands governmental or judicial authority or agency. |
| 5. | The law chosen in each of the Documents to govern its interpretation would be upheld as a valid choice of law in any action on that document in the courts of the Cayman Islands. |
| 6. | No taxes, fees or charges (other than the stamp duties mentioned in qualification 3 below) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of: |
| (a) | the execution or delivery of the Documents; | |
| (b) | the enforcement of the Documents; or | |
| (c) | payments made under, or pursuant to, the Documents. |
| 7. | The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. |
| 8. | None of the parties to the Documents is or will be deemed to be resident, domiciled or carrying on business in the Cayman Islands by reason only of the execution, delivery, performance or enforcement of the Documents to which any of them is party. |
| 9. | It is not necessary under the laws of the Cayman Islands: |
| (a) | in order to enable any party to any of the Documents to enforce their rights under the Documents; or | |
| (b) | solely by reason of the execution, delivery and performance of the Documents, |
that any party to any of the Documents should be licenses, qualified or otherwise entitled to carry on business in the Cayman Islands or any other political subdivision.
| 10. | Although there is no statutory enforcement in the Cayman Islands of judgments obtained in a foreign court, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: |
| (a) | is given by a foreign court of competent jurisdiction; | |
| (b) | imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; | |
| (c) | is final; | |
| (d) | is not in respect of taxes, a fine or a penalty; and |
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| (e) | was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. |
| 11. | The Company has executed an effective submission to the jurisdiction of the courts of the various jurisdictions specified in the Documents to which it is a party. |
| 12. | The Company is subject to civil and commercial law with respect to its obligations under the Documents and neither the Company nor any of its assets is entitled to immunity from suit or enforcement of a judgment on the grounds of sovereignty or otherwise in the courts of the Cayman Islands in proceedings against the Company in respect of any obligations under the Documents to which it is a party, which obligations constitute private and commercial acts rather than governmental or public acts. |
| 13. | Based solely on our search of the Register of Writs and Other Originating Process and the Register of Appeals (together, the “Court Registers”) maintained by the Clerk of the Court of the Grand Court of the Cayman Islands and by the Registrar of the Court of Appeal of the Cayman Islands respectively from the date of incorporation of the Company to 22 December 2025 (the “Litigation Search”), the Court Registers disclosed no writ, originating summons, originating motion, petition, counterclaim nor third party notice (“Originating Process”) nor any amended Originating Process pending before the Grand Court of the Cayman Islands nor any appeal pending before the Court of Appeal, in which the Company is a defendant or respondent. |
| 14. | A judgment of a court in the Cayman Islands may be expressed in a currency other than Cayman Islands dollars. |
| 15. | In the event of an insolvency, liquidation, bankruptcy or reorganisation affecting the Company, no liquidator, creditor or other person would be able to set aside any disposition of property effected by the Company pursuant to the Documents. |
Qualifications
The opinions herein before given are subject to the following qualifications:
| 1. | The obligations assumed by the Company under the Documents will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors; | |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; | |
| (c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; | |
| (d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; | |
| (e) | the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands; |
| 6 |
| (f) | arrangements that constitute penalties will not be enforceable; | |
| (g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts; | |
| (h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; | |
| (i) | the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Documents in matters where they determine that such proceedings may be tried in a more appropriate forum; | |
| (j) | any provision in the Documents purporting to impose obligations on a person who is not a party to such Documents (a “third party”) is unenforceable against that third party. Any provision in the Documents purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such Documents expressly provides that the third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Act, 2014 of the Cayman Islands); | |
| (k) | any provision of the Documents which expresses any matter to be determined by future agreement may be void or unenforceable; | |
| (l) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company; and | |
| (m) | if the Company becomes subject to Part XVIIA of the Companies Act, enforcement or performance of any provision in the Documents which relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or director appointment rights in the Company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the Companies Act. |
| 2. | Applicable court fees will be payable in respect of the enforcement of the Documents. |
| 3. | Cayman Islands stamp duty may be payable if the original Documents are executed in, brought to, or produced before a court of the Cayman Islands. |
| 4. | A certificate, determination, calculation or designation of any party to the Documents as to any matter provided therein might be held by a Cayman Islands court not to be conclusive, final and binding, notwithstanding any provision to that effect therein contained, if, for example, it could be shown to have an unreasonable, arbitrary or improper basis or in the event of manifest error. |
| 5. | If any provision of the Documents is held to be illegal, invalid or unenforceable, severance of such provision from the remaining provisions will be subject to the discretion of the Cayman Islands courts. |
| 6. | The Company is registered as an exempted company in the Cayman Islands and it has accordingly filed a declaration with the Registrar of Companies to the effect that the operation of the Company will be conducted outside the Cayman Islands. As an exempted company, the Company may not trade in the Cayman Islands with any corporation except in furtherance of the business of the Company carried on outside the Cayman Islands. We express no opinion upon whether the Company, in performing its obligation under the Documents, would be in breach of these restrictions. |
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| 7. | To maintain the Company in good standing under the laws of the Cayman Islands annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 8. | Under the laws of the Cayman Islands any term of the Documents which is governed by Cayman Islands law may be amended or waived orally or by the conduct of the parties thereto, notwithstanding any provision to the contrary contained in the Documents therefore we express no opinion upon the effectiveness of any provision of the Documents providing that the terms of such document may only be amended in writing. |
| 9. | Notwithstanding any purported date of execution in any of the Documents, the rights and obligations therein contained take effect only on the actual execution and delivery thereof but the Documents may provide that they have retrospective effect as between the parties thereto alone. |
| 10. | The effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty are limited by law. |
| 11. | Under section 195 of the Companies Act (as Revised) the Registrar of Companies of the Cayman Islands has the power at any time and from time to time to prohibit (i) the sale of any shares or debentures of the Company in the Cayman Islands or (ii) any invitation in the Cayman Islands to subscribe for any shares or debentures of the Company. So far as we are aware, such power has never been exercised. |
| 12. | Any provision in the Documents purporting to impose obligations on or grant rights to a person who is not a party to the relevant agreement (a “third party”) is unenforceable by or against that third party unless: |
| (a) | such Document expressly provides in writing that such persons may in their own right enforce a term of such Document under the Contracts (Rights of Third Parties) Act, 2014 of the Cayman Islands; | |
| (b) | the Memorandum and Articles expressly confers rights on such persons who are duly appointed as members of a board or committee of the Company; | |
| (c) | they are persons acting pursuant to powers contained in a deed poll; or | |
| (d) | they are beneficiaries under properly constituted trusts. |
| 13. | Obligations to make payments that may be regarded as penalties will not be enforceable. |
| 14. | A company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there exists doubt as to enforceability of any provision in the Documents whereby the Company covenants not to exercise powers specifically given to its shareholders by the Companies Act (2025 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association, or present a petition to a Cayman Islands court for an order to wind up the Company. |
| 15. | Cayman Islands law may not recognise the distinction between gross negligence and negligence and, to that extent, our opinion is qualified. |
| 16. | Our opinion as to good standing in relation to the Company is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act. |
| 17. | The Litigation Search of the Court Register would not reveal, amongst other things, an Originating Process filed with the Grand Court which, pursuant to the Grand Court Rules or best practice of the Clerk of the Courts’ office, should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all) or an Originating Process not otherwise filed or disclosed. |
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| 18. | In principle a Cayman Islands court will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the Grand Court will be applied in practice. Whilst it is clear that costs incurred prior to judgment can be recovered in accordance with the contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance with Grand court Rules Order 62. |
| 19. | We reserve our opinion as to the extent to which a Cayman Islands court would, in the event of any relevant illegality, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard. |
| 20. | We make no comment with regard to the references to foreign statutes in the Documents. |
| 21. | We express no view as to the commercial terms of the Documents or whether such terms represent the intentions of the parties, and make no comment with regard to the representations which may be made by the Company. |
| 22. | We express no opinion on and our opinions are subject to the effect, if any, of any provisions of any Document that relies upon financial or numerical computation. |
| 23. | Where a document provides for an exclusive or non-exclusive jurisdiction clause submitting (or permitting the submission) to the jurisdiction of the Courts, a Court may decline to accept jurisdiction in any matter where: |
| (a) | it determines that some other jurisdiction is a more appropriate or convenient forum; | |
| (b) | another court of competent jurisdiction has made a determination in respect of the same matter; or | |
| (c) | litigation is pending in respect of the same matter in another jurisdiction. |
Proceedings may be stayed in the Cayman Islands if concurrent proceedings in respect of the same matter are or have been commenced in another jurisdiction.
| 24. | Where a document provides for an exclusive jurisdiction clause submitting to the jurisdiction of a court other than the Courts, notwithstanding any provision of the document providing for the exclusive jurisdiction of a court other than the Courts, the Court may, if it is satisfied that it is just and equitable to allow such proceedings to continue in the Cayman Islands: |
| (a) | decline to stay proceedings issued in contravention of such provision; or | |
| (b) | grant leave to serve Cayman Islands proceedings out of the Cayman Islands. |
| 25. | If: |
| (a) | the performance of the Documents or the consummation of the transactions contemplated thereby constitutes an arrangement which facilitates the retention or control by or on behalf of another person of terrorist property (as defined in the Terrorism Act) by concealment, by removal from the jurisdiction or by transfer to nominees; or | |
| (b) | any party to the Documents: |
(i) by any means directly or indirectly knowingly provides or collects property (as defined under the Terrorism Act) or attempts to do so, with the intention that the property should be used or in the knowledge that it will be used in whole or in part:
(A) in order to carry out an act of terrorism (as defined under the Terrorism Act);
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(B) by a terrorist (as defined under the Terrorism Act) to facilitate the first-mentioned person’s activities related to acts of terrorism or membership in a terrorist organisation (as defined under the Terrorism Act); or
(C) by a terrorist organisation;
(ii) uses property for the purposes of terrorism;
(iii) possesses property and intends that it should be used, or has reasonable cause to suspect that it may be used, for the purposes of the financing of acts of terrorism, terrorists or terrorist organisations;
(iv) possesses or acquires property which that person knows or has reasonable cause to suspect has been used, directly or indirectly, in the commission of the financing of acts of terrorism, terrorists or terrorist organisations;
(v) acquires property as a result of or in connection with acts of terrorism; or
(vi) enters into or becomes concerned in an arrangement as a result of which terrorist property is made available or is to be made available to another and knows or has reasonable cause to suspect that property will or may be used for the purposes of the financing of acts of terrorism, terrorists or terrorist organisations, then an offence may be committed under the Terrorism Act.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date hereof. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents nor upon the commercial terms of the transactions contemplated by the Documents.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given to the persons to whom it is addressed for their sole benefit and the benefit of their legal advisers acting in that capacity in relation to this transaction. Except with our written consent, it is not to be disclosed to or relied upon by any other person. We bring to your attention that our maximum aggregate liability in respect of all claims for breach of contract or breach of duty or fault or negligence or otherwise arising out of or in connection with this opinion shall be limited to the lesser of three times the professional fees recovered by us in providing this opinion and the total amount of our professional indemnity insurance cover available from time to time.
This opinion only relates to the laws of the Cayman Islands as we presently understand them and is given on the basis that the opinion will be governed by and construed in accordance with the laws of the Cayman Islands and that the Cayman courts will have exclusive jurisdiction in relation to any matter arising out of it. We have made no investigation of any laws other than the laws of the Cayman Islands and do not express or imply any opinion on any such laws. This opinion is given as at the date shown at the top of this letter. We have no continuing obligation under the terms of this opinion to inform you of changes of law or fact occurring after the date of this letter or of facts of which we become aware after such date.
Yours faithfully
STUARTS HUMPHRIES
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent inclusion in this Pre-Effective No. 1 to the Registration Statement on Form F-1 of our report dated 23 October 2025, with respect to the consolidated financial statements of Australian Oilseeds Holdings Limited (the “Company”) as of June 30, 2025 and 2023, and for each of the two years in the period ended June 30, 2025, including the related consolidated statements of operations and comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ BDO Audit Pty Ltd.
Brisbane, Australia
December 22, 2025