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.
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.