Item 7.01 Regulation FD Disclosure
On December 5, 2022, EDOC Acquisition Corp., a Cayman Islands exempted
corporation (together with its successors, "Edoc"), issued a press release
announcing the execution of a Business Combination Agreement (the "Business
Combination Agreement") providing for the business combination (the "Business
Combination") of Edoc and Australian Oilseeds Investments Pty Ltd., an
Australian proprietary company engaged in the business of processing,
manufacturing and selling non-GMO oilseeds and organic and non-organic
food-grade oils (the "Company"), under a to-be-formed Cayman Islands exempted
company ("Pubco"). A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Forward-Looking Statements
The information in this report includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"may," "will," "expect," "continue," "should," "would," "anticipate," "believe,"
"seek," "target," "predict," "potential," "seem," "future," "outlook" or other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, (1) statements regarding estimates and
forecasts of financial and performance metrics and projections of market
opportunity and market share; (2) references with respect to the anticipated
benefits of the proposed Business Combination and the projected future financial
performance of Edoc and the Company's operating companies following the proposed
Business Combination; (3) changes in the market for the Company's products and
services and expansion plans and opportunities; (4) the Company's unit
economics; (5) the sources and uses of cash of the proposed Business
Combination; (6) the anticipated capitalization and enterprise value of the
combined company following the consummation of the proposed Business
Combination; (7) the projected technological developments of the Company and its
competitors; (8) anticipated short- and long-term customer benefits; (9) current
and future potential commercial and customer relationships; (10) the ability to
manufacture efficiently at scale; (11) anticipated investments in research and
development and the effect of these investments and timing related to commercial
product launches; and (12) expectations related to the terms and timing of the
proposed Business Combination. These statements are based on various
assumptions, whether or not identified in this report, and on the current
expectations of the Company'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 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; the risk
that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; the
inability to recognize the anticipated benefits of the Business Combination; the
ability to obtain or maintain the listing of the Pubco's securities on The
Nasdaq Stock Market, following the Business Combination, including having the
requisite number of shareholders; costs related to the Business Combination;
changes in domestic and foreign business, market, financial, political and legal
conditions; risks relating to the uncertainty of the projected financial
information with respect to the Company; 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, including the risk that any
required shareholder or regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed Business Combination; the
outcome of any legal proceedings that may be instituted against the Company,
Edoc or Pubco or other following announcement of the proposed Business
Combination 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 Securities and Exchange Commission (the "SEC").
If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Edoc nor
the Company presently know or that Edoc and 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 and the Company's expectations, plans or forecasts of future
events and views as of the date of this report. Edoc and the Company anticipate
that subsequent events and developments will cause Edoc's and the Company's
assessments to change. However, while Edoc and the Company may elect to update
these forward-looking statements at some point in the future, Edoc 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.
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Additional Information
Pubco intends to file with the SEC, a Registration Statement on Form F-4 (as may
be amended, the "Registration Statement"), which will include a preliminary
proxy statement of Edoc and a prospectus in connection with the proposed
Business Combination involving Edoc, Pubco, American Physicians LLC, AOI Merger
Sub, Gary Seaton, and the holders of the Company's outstanding capital shares
named on Annex I of the Business Combination Agreement. The definitive proxy
statement and other relevant documents will be mailed to shareholders of Edoc as
of a record date to be established for voting on Edoc's proposed Business
Combination with 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.
Participants in the Business Combination
Pubco, Edoc and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of Edoc
in connection with the Business Combination. Information regarding the officers
and directors of Edoc is set forth in Edoc's annual report on Form 10-K, which
was filed with the SEC on March 4, 2022. Additional information regarding the
interests of such potential participants will also be included in the
Registration Statement on Form F-4 (and will be included in the definitive proxy
statement/prospectus for the Business Combination) and other relevant documents
filed with the SEC.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated December 7, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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