Arena Investors, LP ("Arena"), a $3.5
billion institutional asset manager, has entered into an
agreement with Australian Oilseeds Holdings Limited (“Australian
Oilseeds” or “Pubco”), which is a holding company whose
subsidiaries following the Business Combination have engaged for
more than 20 years in the business of processing, manufacturing and
selling of non-GMO oilseeds and organic and non-organic food-grade
oils, for the rapidly growing oilseeds market, and EDOC Acquisition
Corp. (NASDAQ: ADOC), a special purpose company (“EDOC”), to make a
convertible debenture and warrant PIPE investment (the “PIPE”) of
up to $7 million in connection with the previously announced
business combination between Australian Oilseeds and EDOC (the
“Business Combination”).
The PIPE is contemplated to be funded in three
tranches for consideration of secured convertible debentures and
warrants. The first closing of the PIPE for gross proceeds of
$2,000,000 is conditioned upon completion of the Business
Combination, which is subject to approval of EDOC’s shareholders,
and other closing conditions set forth in the definitive Securities
Purchase Agreement executed by the parties on August 23,
2023. Additional tranches are subject to certain stock
performance metrics of the combined company after the Business
Combination.
Among the closing conditions set forth in the
Securities Purchase Agreement is the execution of a $50 million
equity line of credit (the “ELOC”) between an affiliate of Arena
and Australian Oilseeds at the closing of the Business
Combination.
Gary Seaton, Founder and Chief Executive Officer
said, “We are very excited to welcome Arena Investors LP to our
shareholder base upon the Business Combination. These funds will
accelerate our long-term growth, while bolstering our first mover
advantage in our market of providing chemical free non-GMO feed
ingredients into the food supply chain. The introduction and growth
of chemical-free food ingredients and chemical free processing will
continue to provide a healthier option for all consumers on a
larger scale.”
Advisors
ARC Group Limited serves as exclusive financial
advisor to Australian Oilseeds, with Rimon P.C. acting as U.S.
legal counsel to Australian Oilseeds. I-Bankers Securities,
Inc. is serving as financial advisor to EDOC and Ellenoff Grossman
& Schole LLP is acting as U.S. legal counsel to EDOC. Olshan
Frome Wolosky LLP serves as U.S. legal counsel to Arena and Allens
(Australia) serves as Australian legal counsel to Arena on the PIPE
investment.
About Australian
Oilseeds Investments Pty Ltd.
Australian Oilseeds Investments Pty Ltd. (the
“Company”) is an Australian proprietary company that, directly and
indirectly through its subsidiaries, is focused on the manufacture
and sale of sustainable oilseeds (e.g., seeds grown primarily for
the production of edible oils) and is committed to working with all
suppliers in the food supply chain to eliminate chemicals from the
production and manufacturing systems to supply quality products to
customers globally. The Company engages in the business of
processing, manufacture and sale of non-GMO oilseeds and organic
and non-organic food-grade oils, for the rapidly growing oilseeds
market, through sourcing materials from suppliers focused on
reducing the use of chemicals in consumables in order to supply
healthier food ingredients, vegetable oils, proteins and other
products to customers globally. Over the past 20 years, the Company
has grown to the largest cold pressing oil plant in Australia,
pressing strictly GMO free conventional and organic oilseeds.
About Arena Investors
Arena is an institutional asset manager founded
in partnership with The Westaim Corporation (TSXV: WED).
With $3.5 billion of invested and committed assets under
management as of June 30, 2023, and a team of over 100
employees in offices globally, Arena provides creative solutions
for those seeking capital in special situations. The firm brings
individuals with decades of experience, a track record of comfort
with complexity, the ability to deliver within time constraints,
and the flexibility to engage in transactions that cannot be
addressed by banks and other conventional financial
institutions.
About EDOC Acquisition
Corp.
EDOC Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. The company is sponsored by an
extensive network of physician entrepreneurs across 30+ medical
specialties in leading medical institutions and is led by Kevin
Chen, Chief Executive Officer of EDOC.
ADDITIONAL INFORMATION
Pubco intends to file with the SEC, a
Registration Statement on Form F-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy
statement of EDOC and a prospectus in connection with the proposed
Business Combination involving EDOC, the Company, Pubco, American
Physicians LLC, AOI Merger Sub, and Gary Seaton, pursuant to the
Business Combination Agreement, dated December 5, 2022, as amended
(the “Business Combination”). The definitive proxy statement and
other relevant documents will be mailed to shareholders of EDOC as
of a record date to be established for voting on EDOC’s proposed
Business Combination with the Company. SHAREHOLDERS OF EDOC AND
OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH EDOC’S SOLICITATION
OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD
TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT EDOC, THE COMPANY, PUBCO AND
THE BUSINESS COMBINATION. Shareholders will also be able to obtain
copies of the Registration Statement and the proxy
statement/prospectus, without charge, once available, on the SEC’s
website at www.sec.gov or by directing a request to: Edoc
Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY
14564, Attention: Kevin Chen.
NO OFFER OR SOLICITATION
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
PARTICIPANTS IN THE
SOLICITATION
Pubco, EDOC and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of EDOC in connection
with the Business Combination. Information regarding the officers
and directors of EDOC is set forth in EDOC’s annual report on Form
10-K, which was filed with the SEC on January 24 , 2023. Additional
information regarding the interests of such potential participants
will also be included in the Registration Statement on Form F-4
(and will be included in the definitive proxy statement/prospectus
for the Business Combination) and other relevant documents filed
with the SEC.
FORWARD-LOOKING STATEMENTS
The information in this press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “may,” “will,” “expect,”
“continue,” “should,” “would,” “anticipate,” “believe,” “seek,”
“target,” “predict,” “potential,” “seem,” “future,” “outlook” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, (1) statements regarding estimates and forecasts of
financial and performance metrics and projections of market
opportunity and market share; (2) references with respect to the
anticipated benefits of the proposed Business Combination and the
PIPE and the projected future financial performance of Pubco’s
operating companies following the proposed Business Combination and
PIPE; (3) changes in the market for Pubco’s products and services
and expansion plans and opportunities; (4) Pubco’s unit economics;
(5) the sources and uses of cash of the proposed Business
Combination and the PIPE; (6) the anticipated capitalization and
enterprise value of Pubco’s following the consummation of the
proposed Business Combination and PIPE; (7) the projected
technological developments of Pubco and its competitors; (8)
anticipated short- and long-term customer benefits; (9) current and
future potential commercial and customer relationships; (10) the
ability to manufacture efficiently at scale; (11) anticipated
investments in research and development and the effect of these
investments and timing related to commercial product launches; and
(12) expectations related to the terms and timing of the proposed
Business Combination and the PIPE. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of Pubco’s and EDOC’s
management and are not predictions of actual performance.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Pubco, the
Company and EDOC. These forward-looking statements are subject to a
number of risks and uncertainties, including the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement or the PIPE; the
risk that the Business Combination or the PIPE disrupts current
plans and operations as a result of the announcement and
consummation of the transactions described herein; the inability to
recognize the anticipated benefits of the Business Combination or
the PIPE; the ability to obtain or maintain the listing of Pubco’s
securities on The Nasdaq Capital Market, following the Business
Combination, including having the requisite number of shareholders;
costs related to the Business Combination and the PIPE; changes in
domestic and foreign business, market, financial, political and
legal conditions; risks relating to the uncertainty of certain
projected financial information; the Company’s ability to
successfully and timely develop, manufacture, sell and expand its
technology and products, including implement its growth strategy;
the Company’s ability to adequately manage any supply chain risks,
including the purchase of a sufficient supply of critical
components incorporated into its product offerings; risks relating
to the Company’s operations and business, including information
technology and cybersecurity risks, failure to adequately forecast
supply and demand, loss of key customers and deterioration in
relationships between the Company and its employees; the Company’s
ability to successfully collaborate with business partners; demand
for the Company’s current and future offerings; risks that orders
that have been placed for the Company’s products are cancelled or
modified; risks related to increased competition; risks relating to
potential disruption in the transportation and shipping
infrastructure, including trade policies and export controls; risks
that the Company is unable to secure or protect its intellectual
property; risks of product liability or regulatory lawsuits
relating to the Company’s products and services; risks that the
post-combination company experiences difficulties managing its
growth and expanding operations; the uncertain effects of the
COVID-19 pandemic and certain geopolitical developments; the
inability of the parties to successfully or timely consummate the
proposed Business Combination or the PIPE, including the risk that
any required shareholder or regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed Business Combination or the PIPE; the outcome of any
legal proceedings that may be instituted against the Company, EDOC
or Pubco or other following announcement of the proposed Business
Combination, the PIPE and transactions contemplated thereby; the
ability of the Company to execute its business model, including
market acceptance of its planned products and services and
achieving sufficient production volumes at acceptable quality
levels and prices; technological improvements by the Company’s
peers and competitors; and those risk factors discussed in
documents of Pubco and EDOC filed, or to be filed, with the SEC. If
any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements.
There may be additional risks that Pubco, EDOC
or the Company presently know or that Pubco, EDOC or the Company
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect EDOC’s,
Pubco’s and the Company’s expectations, plans or forecasts of
future events and views as of the date of this press release. EDOC,
Pubco and the Company anticipate that subsequent events and
developments will cause EDOC’s, Pubco’s and the Company’s
assessments to change. However, while EDOC, Pubco and the Company
may elect to update these forward-looking statements at some point
in the future, EDOC, Pubco and the Company specifically disclaim
any obligation to do so. Readers are referred to the most recent
reports filed with the SEC by EDOC. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made, and we undertake no obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT:
Australian Oilseeds Holdings Limited126-142
Cowcumbla StreetCootamundra New South Wales 2590Attn: Bob Wu,
CFOEmail: bob@energreennutrition.com.au
EDOC Acquisition Corp.7612 Main Street Fishers, Suite 200Victor,
NY 14564Attn: Kevin Chen
Tel: (585) 678-1198
Arena Media Contacts:Lindsay Jablonskipro-arena@prosek.com
Edoc Acquisition (NASDAQ:ADOCW)
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