UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date of Report (Date of earliest event reported):~~SECURITIES ~~March~~EXCHANGE 5,ACT ~~2024~~ OF 1934

Date of Report (Date of earliest event reported): March 21, 2024

EDOC Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39689		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7612 Main Street Fishers

Suite 200

Victor, NY 14564

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (585) 678-1198

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $.0001 par value per share	ADOC	The Nasdaq Stock Market LLC
Rights, exchangeable into one-tenth of one Class A Ordinary Share	ADOCR	The Nasdaq Stock Market LLC
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share	ADOCW	The Nasdaq Stock Market LLC

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~Introductory Note

On March 521, 2024, Edoc Acquisition Corp. (the “~~Edoc~~Company” or ~~the~~ “~~Company~~EDOC”) ~~held~~and anAustralian ~~extraordinary~~Oilseeds ~~general~~Investments ~~meeting~~Pty Ltd., ofan ~~its~~Australian ~~shareholders~~proprietary company (the “~~Special Meeting~~AOI”), incompleted ~~connection~~their ~~with its~~ previously announced ~~proposed~~ business combination (pursuant to the “terms of the Business Combination”) ~~with~~Agreement, ~~among~~ ~~others~~dated as of December 5, ~~Australian~~2022 ~~Oilseeds~~(as ~~Investments~~amended ~~Pty~~on ~~Ltd.~~March 31, an2023 ~~Australian~~and ~~proprietary~~December ~~company~~7, (2023, the “~~AOI~~Business Combination Agreement”), by and among the Company, AOI, Australian Oilseeds Holdings Limited, a Cayman Islands exempted company (“Pubco”), AOI Merger Sub, Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (~~“Purchaser~~the ~~Representative~~“Sponsor”), in the capacity as the Purchaser Representative thereunder, and Gary Seaton, in his capacity as the representative for the Sellers (as defined in the Business Combination Agreement), ~~pursuant~~in toaccordance ~~that~~with ~~certain~~the terms and conditions of the Business Combination Agreement (the “Seller Representative”) and each of the holders of AOI’s outstanding ordinary shares named on Annex I to the Business Combination Agreement (the “Primary Sellers”), as amended onfrom ~~March~~time 31to time, ~~2023~~to include subsequent parties that execute and ~~December~~deliver 7to Purchaser, ~~2023~~Pubco and asAOI, ~~may~~a beJoinder ~~further~~(the ~~amended~~“Joining orSellers”), ~~supplemented~~and ~~from~~the ~~time~~holders toof ~~time,~~AOI’s outstanding ordinary shares who are bound by the “provisions of the Business Combination Agreement pursuant to the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers,” and collectively with the Joining ~~transactions~~Sellers, ~~contemplated~~the ~~thereby~~“Sellers”).”), which, among other things provided for the merger of EDOC with and into Merger Sub (the “~~Transaction~~Merger”).

~~The~~In ~~number~~connection ofwith ~~shares~~the ~~outstanding~~consummation onof the ~~record~~transactions ~~date~~contemplated ~~and~~by ~~entitled~~the toBusiness ~~vote~~Combination atAgreement ~~this~~(the ~~Special~~“Business ~~Meeting was 3~~Combination”),~~620,207~~ each ~~ordinary shares~~ of ~~Edoc,~~AOI and ~~there~~ ~~were present, either in person or by proxy, holders of at least 1,810,104 Edoc ordinary shares entitled to vote at~~ the ~~Special~~Company ~~Meeting, which~~became ~~represented~~ a ~~quorum~~direct ofwholly-owned ~~the~~subsidiary ~~shares~~of ~~entitled to vote~~Pubco.

~~At the Special Meeting, Edoc’s~~In ~~shareholders~~connection ~~voted~~with on the ~~proposals~~Closing ~~set forth below, each~~ of ~~which is described in greater detail in~~ the ~~definitive~~Business ~~proxy statement/prospectus~~Combination, ~~filed~~ ~~with~~Pubco’s ~~the~~ordinary ~~Securities~~shares and ~~Exchange~~warrants ~~Commission~~began ~~(the~~trading ~~“SEC”)~~ on ~~February~~The 8,Nasdaq ~~2024,~~Stock Market asLLC ~~supplemented~~ (~~the~~ “~~Proxy Statement~~Nasdaq”)~~. At~~ ~~the~~under ~~Special Meeting, each of~~ the ~~proposals~~ticker insymbols ~~the~~“COOT” ~~Proxy Statement voted upon at the Special Meeting was approved by the stockholders. Defined terms used~~ and ~~not~~“COOTW,” ~~otherwise~~respectively, ~~defined~~on ~~herein~~March ~~shall~~22, ~~have the meanings ascribed in the Proxy Statement~~2024.

~~The final voting results for~~Item ~~each~~1.01. ~~proposal~~Entry ~~submitted~~into to a ~~vote~~Material ofDefinitive ~~the shareholders of Edoc at the Special Meeting are as follows:~~Agreement.

~~● Proposal No. 1 -~~ The information ~~NTA~~set ~~Proposal~~forth ~~- to consider and vote upon a proposal, as a Special Resolution, to approve amendments (~~the ~~“NTA~~Introductory ~~Amendments”)~~Note toof ~~the~~this ~~Existing~~Current ~~Organizational~~Report ~~Documents,~~on ~~which~~Form ~~amendments~~8-K ~~shall~~is beincorporated ~~effective,~~herein ifby ~~adopted~~reference ~~and~~in ~~implemented~~its byentirety. ~~Edoc,~~In connection ~~immediately~~with ~~prior to~~ the consummation of ~~the proposed~~ Business Combination, ~~to remove~~ the ~~requirements~~parties ~~contained~~to in the ~~Existing~~Business ~~Organizational~~Combination ~~Documents~~entered ~~limiting~~into ~~Edoc’s~~the ~~ability~~following ~~to consummate an initial business combination if Edoc would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination.~~agreements:

FOR		AGAINST		ABSTENTIONS
2,601,684		0		92

Lock-Up Waiver

●Simultaneously with ~~Proposal~~the ~~No.~~closing 2of -the ~~The~~ Business Combination ~~Proposal~~(the -“Closing”), ~~to approve and adopt~~ the ~~Business~~Company, ~~Combination~~certain ~~Agreement.~~persons Atand ~~the~~entities ~~closing~~holding ofEDOC’s founder ~~the~~shares ~~transactions~~and ~~contemplated~~private byplacement ~~the~~units ~~Business Combination Agreement~~ (~~the~~each, a “~~Closing~~Lock-Up Party”), ~~(a)~~entered ~~Edoc~~into ~~will~~a ~~merge~~lock-up ~~with~~waivers ~~and~~so ~~into~~as ~~Merger~~to ~~Sub,~~permit ~~with~~the following: ~~Edoc~~(A) ~~continuing~~the asdistribution by the ~~surviving~~Sponsor ~~entity~~of all of its Company securities (the “~~Merger~~Sponsor Distribution”), asincluding a(i) an ~~result~~aggregate of ~~which~~1,485,153 Insider Shares (i)as ~~Edoc~~defined ~~shall~~in ~~become~~the aLetter ~~wholly-owned~~Agreement, ~~subsidiary~~dated ofNovember ~~Pubco~~9, 2020, by and ~~(ii)~~among ~~each~~EDOC, ~~issued~~the Sponsor and ~~outstanding~~the ~~security~~directors ofand ~~Edoc~~officers ~~immediately~~of ~~prior~~EDOC tonamed ~~the~~therein, ~~Effective~~as ~~Time~~amended ~~shall~~by nothat ~~longer~~certain beFirst ~~outstanding~~Amendment ~~and~~to ~~shall~~Letter ~~automatically~~Agreement, bedated ~~cancelled~~December 5, in2022 ~~exchange~~(the ~~for~~“Letter ~~the~~Agreement”)), ~~right~~and (ii) an aggregate of ~~the~~414,000 ~~holder~~Insider ~~thereof~~Units to(as ~~receive~~defined ~~substantially~~in ~~identical~~the ~~securities~~unit ofsubscription ~~Pubco~~agreements, ~~and~~dated ~~(b)~~November ~~Pubco~~9, ~~will~~2020, ~~acquire~~by ~~all~~and ofbetween EDOC and the ~~issued~~other ~~and~~parties ~~outstanding~~thereto, ~~ordinary~~including ~~shares~~the ofSponsor ~~AOI~~and I-Bankers Securities Inc. (the “~~Purchased~~Subscription ~~Shares~~Agreements”)), ~~from~~including their underlying securities; (B) of the ~~Sellers~~securities distributed in ~~exchange~~the ~~for~~Sponsor ~~ordinary~~Distribution, ~~shares~~an aggregate of ~~Pubco~~809,902 shares ~~par~~held ~~value~~by ~~$0.0001~~recipients ~~per~~who ~~share~~are (“not affiliates of Pubco ~~Ordinary~~shall ~~Shares”),~~be released of all ~~upon~~post-Closing lock-up restrictions pursuant to the ~~terms~~Letter Agreement or the Subscription Agreements; and ~~subject~~(C) toan ~~the~~aggregate ~~conditions~~of ~~set~~65,000 ~~forth~~Insider inUnits ~~the~~held ~~Business~~by ~~Combination~~I-Bankers ~~Agreement~~Securities ~~and~~Inc., inincluding ~~accordance~~their ~~with~~underlying ~~the~~securities, ~~applicable~~shall ~~provisions~~be released of all post-Closing lock-up restrictions pursuant to the ~~Companies~~Subscription ~~Act~~Agreements. ~~and~~The remaining securities distributed pursuant to the Sponsor ~~Australian~~Distribution ~~Act,~~will ~~such~~continue ~~proposal~~to be subject to ~~include~~the ~~authorization~~lock-up restrictions of the ~~Plan~~Letter ofAgreement ~~Merger~~and bythe ~~Special~~Subscription ~~Resolution~~Agreements following such transfer.

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

Agreements Related to Transaction Expenses

●In connection ~~Proposal~~with ~~No.~~the 3Closing, -EDOC ~~Memorandum~~ and ~~Articles~~Pubco ~~Proposal~~entered -into tocertain ~~consider~~arrangements ~~and vote upon a proposal, as a Special Resolution, immediately prior~~ to ~~the~~repay ~~consummation~~certain ~~of the~~ Business Combination, ~~assuming~~transaction ~~the~~expenses incurred ~~Business~~by ~~Combination~~EDOC ~~Proposal~~and isotherwise ~~approved,~~due toat ~~replace~~Closing. ~~Pubco’s~~These ~~current~~arrangements ~~memorandum~~include ~~and~~fee ~~articles~~modification ofagreements ~~association~~ with ~~the~~vendors ~~amended~~pursuant ~~and~~to ~~restated~~which such ~~memorandum~~vendors ~~and~~will ~~articles~~receive ofdeferred ~~association~~cash payments of ~~Pubco~~approximately ~~(the~~$4.6 ~~“Proposed Memorandum and Articles”)~~million.

FOR		AGAINST		ABSTENTIONS
15,680,104		591,564		0

Item 2.01. Completion of Acquisition or Disposition of Assets.

1On March 21, 2024, pursuant to the Business Combination Agreement, the following transactions occurred at the effective time of the Merger (the “Effective Time”):

● ~~Proposal~~EDOC ~~No.~~merged 4with ~~- Advisory Charter Proposals - to consider~~ and ~~vote~~into ~~upon,~~Merger ~~as an Ordinary Resolution~~Sub, ~~on an advisory and non-binding basis, five separate proposals~~ with ~~respect~~EDOC tocontinuing ~~certain~~as ~~governance~~the ~~provisions~~surviving inentity, ~~the~~as ~~Proposed~~a ~~Memorandum~~result ~~and~~of ~~Articles~~which:

~~o Proposal 4~~(ai) -EDOC a.became ~~To approve and adopt, on~~ a ~~non~~wholly-~~binding~~owned ~~advisory~~subsidiary ~~basis, provisions in the Proposed Memorandum and Articles, providing that Pubco’s post-Closing board will consist~~ of ~~five individuals across three classes (i.e.~~Pubco, ~~Class I, II~~ and III) with staggered expiries of terms whereby three (3) persons are to be designated by AOI prior to the Closing, at least one (1) of whom shall qualify as an independent director under Nasdaq rules, one person is to be designed by Edoc who shall qualify as an independent director under Nasdaq rules and one (1) person that is mutually agreed upon and designated by Edoc and AOI prior to the Closing who shall qualify as an independent director under Nasdaq rules, which post-Closing board of Pubco will also comprise the board of AOI.

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

(ii)

each issued and outstanding security of EDOC immediately prior to the Effective Time was automatically be cancelled, in exchange for the right of the holder thereof to receive substantially identical securities of Pubco, and

o● ~~Proposal~~Pubco ~~4(b)~~acquired -all b.of Tothe ~~approve~~issued and ~~adopt,~~outstanding onordinary ashares ~~non-binding~~of ~~advisory~~AOI ~~basis, provisions to be included in~~ (the ~~Proposed~~“Purchased ~~Memorandum~~Shares”) ~~and Articles providing that Pubco’s directors may be removed~~ from ~~office~~the ~~with~~Sellers orin ~~without~~exchange ~~cause by (A) an Ordinary Resolution passed at a meeting of Members called~~ for ~~the~~ordinary ~~purposes~~shares of ~~removing~~Pubco, ~~the~~par ~~director~~value or$0.0001 ~~for~~per ~~purposes~~share ~~including the removal of the director; or~~ (B)“Pubco byOrdinary ~~the affirmative vote of a majority of the directors present and voting at a meeting.~~Shares”)

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

As previously disclosed, in connection with the extraordinary general meeting of EDOC shareholders, which extraordinary general meeting was held on March 5, 2024 (the “Special Meeting”), the public shareholders of EDOC had the right to elect to redeem all or a portion of their ordinary shares of EDOC (“Public Shares”) for a pro rata portion of the trust account holding the proceeds from EDOC’s initial public offering, calculated on the date of the Special Meeting. 650,039 Public Shares were redeemed in connection with the Special Meeting for the Business Combination.

oThe ordinary ~~Proposal~~shares ~~4(c) - c. To approve~~ and ~~adopt,~~warrants onof ~~a non-binding advisory basis, provisions to be included in the Proposed Memorandum and Articles providing that~~ Pubco’s ~~directors~~commenced ~~may~~trading ~~call~~on ~~a general meeting of the shareholders.~~ The ~~CEO~~NASDAQ orStock ~~chairman~~Market ~~may~~LLC ~~call~~under anthe ~~extraordinary~~ticker ~~general~~symbol ~~meeting.~~“COOT” Noand “COOTW,” ~~shareholder~~respectively ~~may~~on ~~call~~March a22, ~~general meeting or an extraordinary general meeting~~2024.

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement and the amendments thereto, which are included as Exhibits 2.1, 2.2 and 2.3 to this Current Report, respectively, and are incorporated herein by reference.

oImmediately following ~~Proposal~~the ~~4(d)~~consummation -of d.the ToBusiness ~~approve and adopt~~Combination, on aMarch ~~non-binding~~21, ~~advisory basis~~2024, ~~provisions to be included in~~ the ~~Proposed~~issued ~~Memorandum~~share ~~and~~capital Articles providing that Pubco’s directors may nominate candidates at any time and its Members may nominate candidates for election as Directors at the annual general meeting by delivering notice to the principal executive offices of Pubco ~~not~~consisted ~~later than the close~~ of ~~business~~23,224,102 ordinary onshares ~~the~~and ~~90th~~9,629,000 ~~day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting~~warrants.

FOR		AGAINST		ABSTENTIONS
2,592,997		2,007		6,772

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders.

oThe information ~~Proposal~~set ~~4(e)~~forth ~~- e. To approve and adopt, on a non-binding advisory basis, provisions to be included in~~ the ~~Proposed~~Introductory ~~Memorandum~~Note ~~and~~of ~~Articles~~this ~~providing~~Current ~~that~~Report ~~subject~~on toForm the Companies Act and as provided in the Proposed Memorandum and Articles, Pubco may, by Special Resolution, amend the Proposed Memorandum and Articles in whole or in part, which requires the affirmative vote of at least a two8-~~thirds~~K ~~majority~~is ofincorporated ~~the~~herein ~~votes cast~~ by ~~the~~reference ~~holders of the issued and outstanding Pubco Ordinary Shares represented~~ in ~~person~~its ~~or by proxy and entitled to vote thereon and who vote at the meeting~~entirety.

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

On March 21, 2024, in connection with the consummation of the Business Combination, EDOC notified Nasdaq that the Business Combination had become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to notify the SEC that EDOC’s ordinary shares, warrants and rights were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the Business Combination having become effective, Nasdaq determined to permanently suspend trading of EDOC’s ordinary shares, warrants and rights prior to the opening of trading on March 22, 2024. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on March 22, 2024. EDOC intends to file a Form 15 with the SEC in order to complete the deregistration of NCAC’s securities under the Exchange Act.

2Item 3.02. Unregistered Sales of Equity Securities.

●In connection ~~Proposal~~with ~~No.~~the 5Closing, -the ~~Equity~~Sponsor, ~~Incentive~~EDOC ~~Plan~~and ~~Proposal~~Pubco -entered tointo ~~approve~~an arrangement (the ~~adoption,~~“Note asRestructuring”) anregarding existing ~~Ordinary~~promissory ~~Resolution,~~notes ofpreviously ~~the~~issued ~~Pubco~~to ~~2024~~the ~~Equity~~Sponsor ~~Incentive Plan~~ (~~the~~which ~~“Incentive~~notes ~~Plan”),~~were ~~which~~previously isdisclosed ~~described~~by inEDOC ~~more~~on ~~detail~~its inCurrent ~~the~~Reports ~~accompanying~~on ~~proxy~~Form 8-K). ~~statement/prospectus~~Pursuant ~~under~~to the ~~heading~~Note ~~“The~~Restructuring, ~~Equity~~the ~~Incentive~~following ~~Plan~~transactions ~~Proposal.”~~were completed:

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

	●	The promissory note issued by EDOC to the Sponsor, dated November 10, 2021 (the “November 2021 Note”) for an aggregate principal amount of $900,000 was converted into 90,000 private placement units issued by EDOC (which were subsequently exchanged for securities of Pubco upon the Closing) and the Sponsor forgave any unpaid interest that may have accrued on the November 2021 Note through the date of the Closing;
	●	$600,000 of the aggregate principal amount of $750,000 of the the promissory note issued by EDOC to the Sponsor, dated February 13, 2022 was converted into 60,000 private placement units issued by EDOC (which were subsequently exchanged for securities of Pubco upon the Closing);
	●	The following promissory notes were forgiven by the Sponsor and cancelled by EDOC:

● Proposal No. 6 - Director Election Proposal - to consider and vote upon a proposal, as an Ordinary Resolution to consider and vote on a proposal to elect, effective at Closing, the five (5) persons listed below be appointed as directors of Pubco, effective upon the Closing of the Business Combination, to serve on the Pubco Board for one, two or three years depending on their Class. If elected, the Class I directors will serve until the first annual meeting of shareholders of Pubco to be held following the date of Closing; the Class II directors will serve until the second annual meeting of shareholders of Pubco following the date of Closing; and the Class III directors will serve until the third annual meeting of shareholders of Pubco to be held following the date of Closing or until their earlier death, resignation, retirement or removal for cause. Menaka Athukorala (Class I)

	(i)	a promissory note issued by EDOC to the Sponsor, dated August 25, 2022, in the aggregate principal amount of $202,460;
	(ii)	a promissory note issued by the EDOC to the Sponsor, dated October 6, 2022, in the aggregate principal amount of $500,000;
	(iii)	a promissory note issued by EDOC to the Sponsor, dated November 16, 2022, in the aggregate principal amount of $303,994;
	(iv)	a promissory note issued by EDOC to the Sponsor, dated January 10, 2023, in the aggregate principal amount of $256,313
	(v)	a promissory note issued by EDOC to the Sponsor, dated February 14, 2023, in the aggregate principal amount of $450,000;
	(vi)	a promissory note issued by EDOC to the Sponsor, dated April 25, 2023, in the aggregate principal amount of $175,000;
	(vii)	a promissory note issued by EDOC to the Sponsor, dated June 26, 2023, in the aggregate principal amount of$250,000;
	(viii)	a promissory note issued by EDOC to the Sponsor, dated August 15, 2023, in the aggregate principal amount of $124,932;
	(ix)	a promissory note issued by the EDOC to the Sponsor, dated November 8, 2023, in the aggregate principal amount of $122,431;
	(x)	a promissory note issued by EDOC to the Sponsor, dated November 28, 2023, in the aggregate principal amount of $250,000;
	(xi)	a promissory note issued by EDOC to the Sponsor, dated February 12, 2024, in the aggregate principal amount of $250,000.

FOR		AGAINST		BROKER NONVOTE
2,499,768		102,008		0

●

Upon the Closing, Pubco issued two promissory notes to the Sponsor, one for an aggregate amount of $450,000 and one for an aggregate amount of $500,000.

~~Kevin~~Item 3.03. ~~Chen~~Material ~~(Class~~Modifications I)to Rights of Security Holders.

FOR		AGAINST		BROKER NONVOTE
2,499,769		102,007		0

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

~~Kapil~~Item 5.01. ~~Singh~~Changes ~~(Class~~in ~~II)~~Control of Registrant.

FOR		AGAINST		BROKER NONVOTE
2,499,768		102,008		0

The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

~~Gowri~~Item 5.02. ~~Shankar~~Departure ~~(Class~~of ~~II)~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

FOR		AGAINST		BROKER NONVOTE
2,499,768		102,008		0

The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by Item 5.02 of Form 8-K, the disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

~~Gary~~In connection ~~Seaton~~with ~~(Class~~the ~~III)~~consummation of the Business Combination, each of Kevin Chen, Bob Ai, Gang Li, Yan Michael Li and Zintao Zheng ceased to be director and/or officers of EDOC.

FOR		AGAINST		BROKER NONVOTE
2,499,769		102,007		0

Following the consummation of the Business Combination, Menaka Athukorala, Kevin Chen, Kapil Singh, Gowri Shankar and Gary Seaton were appointed to serve as directors of Pubco, and the board of directors of Pubco appointed the following officers: Gary Seaton as Chief Executive Officer and Chairman and Bob Wu as Chief Financial Officer.

~~● Proposal No~~Item 5.03. 7Amendments ~~- Nasdaq Proposal -~~ to ~~consider~~Certificate ~~and vote upon a proposal, as an Ordinary Resolution, for the purposes~~ of ~~complying~~Incorporation ~~with~~or ~~the~~Bylaws; ~~applicable~~Change ~~listing~~in ~~rules~~Fiscal of Nasdaq, to approve the potential issuance of Pubco Ordinary Shares pursuant to (a) the Business Combination, (b) a proposed $50,000,000 Equity Line of Credit arrangement that Pubco intends to enter into on the closing of the Business Combination, and (c) the Debentures and the Arena WarrantsYear.

FOR		AGAINST		ABSTENTIONS
2,599,677		2,007		92

The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

AsIn connection ~~there~~with ~~were~~the ~~sufficient~~consummation ~~votes to~~of ~~approve~~the Business Combination, at the ~~above~~Effective ~~proposals~~Time of the Business Combination, EDOC adopted an amended and restated memorandum and articles of association which are substantially in the ~~“Adjournment~~form ~~Proposal”~~as described in the Proxy Statement, ~~was~~in ~~not~~accordance with ~~presented~~EDOC tobecoming ~~Edoc’s shareholders~~a wholly-owned subsidiary of Pubco in connection with the Merger.

~~Shareholders holding an aggregate~~Item of 650,039 ordinary shares have exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the proceeds from Edoc’s initial public offering, calculated on the date of the Special Meeting, which was $118.7601 ~~per~~Other share, or $7,644,458.64 in the aggregate that was redeemed. Such payment to the redeemed shareholders of Edoc will only be made if and when the Business Combination is consummated. The remaining amount in the trust account will be used to fund certain expenses incurred by Edoc and AOI in connection with the Business Combination, and the balance will be used for general corporate purposes of AOI and its subsidiaries following the Business Combination.Events

InOn March ~~light~~21, of2024, ~~receipt of~~ the ~~requisite~~ ~~approvals~~parties byissued ~~Edoc’s~~a ~~shareholders~~press ~~described~~release ~~above,~~announcing ~~pending~~the ~~fulfilment~~completion of the ~~other closing requirements (including Nasdaq approval), Edoc expects the~~ Business Combination, toa ~~close~~copy ~~before~~of ~~the~~which ~~end~~is offurnished as ~~March~~Exhibit ~~2024~~99.1 hereto.

3Item 9.01 Financial Statements and Exhibits.

~~No Offer or Solicitation~~(d) Exhibits

This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of AOI, Edoc, or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Exhibit No.		Description
2.1		Business Combination Agreement, dated as of December 5, 2022, by and among EDOC Acquisition Corp., American Physicians LLC, Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party thereto, AOI Merger Sub, upon execution of a joinder to become party thereto, Australian Oilseeds Investments Pty Ltd., Gary Seaton, in the capacity thereunder as the Seller Representative, and the shareholders of AOI named as Sellers therein (incorporated by reference to Exhibit 2.1 of EDOC’s Form 8-K filed with the SEC on December 9, 2022).
2.2		Amendment No. 1 to Business Combination Agreement, dated as of March 31, 2023, by and among EDOC Acquisition Corp., American Physicians LLC, Australian Oilseeds Holdings Limited and AOI Merger Sub (incorporated by reference to Exhibit 2.1 of EDOC’s Form 8-K filed with the SEC on April 6, 2023).
2.3		Amendment No. 2 to Business Combination Agreement, dated as of March 31, 2023, by and among EDOC Acquisition Corp., American Physicians LLC, Australian Oilseeds Holdings Limited and AOI Merger Sub (incorporated by reference to Exhibit 2.1 of EDOC’s Form 8-K filed with the SEC on December 7, 2023).
10.1		Lock-Up Waiver, dated March 21, 2024, by and among EDOC, Pubco and the other parties thereto
99.1		Press Release, dated March 21, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Forward-Looking Statements~~ SIGNATURE

~~The~~Pursuant ~~information~~to ~~in this report includes “forward-looking statements” within~~ the ~~meaning~~requirements of the ~~“safe harbor” provisions of the United States Private~~ Securities ~~Litigation~~Exchange ~~Reform~~ Act of ~~1995. Forward-looking statements may be identified by the use of words such as “estimate~~1934,” “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~~registrant ofhas ~~these~~duly ~~words~~caused 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 Transaction and the projected future financial performance of Edoc and AOI’s operating companies following the proposed Transaction; (3) changes in the market for AOI’s products and services and expansion plans and opportunities; (4) AOI’s unit economics; (5) the sources and uses of cash of the proposed Transaction; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Transaction; (7) the projected technological developments of AOI 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; (12) expectations related to the terms and timing of the proposed Transaction; and (13) potential issuance of 10,000,000 Pubco Ordinary Shares underlying the 10,000,000 Penny Warrants could decrease shareholders’ proportionate ownership interest in Pubco, diminish the relative voting strength of each previously outstanding Pubco Ordinary Share and cause a decrease to the market price of Pubco Ordinary Shares. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of AOI’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~~signed 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 AOI 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 proposed Transaction 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 proposed Transaction; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market, following the Transaction, including having the requisite number of shareholders; costs related to the proposed Transaction; 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 AOI; AOI’s ability to successfully and timely develop, manufacture, sell and expand its ~~technology~~behalf and products, including implement its growth strategy; AOI’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 AOI’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 AOI and its employees; AOI’s ability to successfully collaborate with business partners; demand for AOI’s current and future offerings; risks that orders that have been placed for AOI’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 AOI is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to AOI’s products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of certain geopolitical developments; the inability of the parties to successfully or timely consummate the proposed Transaction, 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 Transaction; the outcome of any legal proceedings that may be instituted against AOI, Edoc or Pubco or other following announcement of the proposed Transaction; the ability of AOI 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 ~~AOI’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~~undersigned ~~implied by~~hereunto ~~these~~duly ~~forward-looking statements~~authorized. There may be additional risks that neither Edoc nor AOI presently know or that Edoc and AOI 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 AOI’s expectations, plans or forecasts of future events and views as of the date of this report. Edoc and AOI anticipate that subsequent events and developments will cause Edoc’s and AOI’s assessments to change. However, while Edoc and AOI may elect to update these forward-looking statements at some point in the future, Edoc and AOI 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.

Dated: March 28, 2024	EDOC Acquisition Corp.

	By:	/s/ Gary Seaton
	Name:	Gary Seaton
	Title:	Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 11, 2024	EDOC Acquisition Corp.
	By:	/s/ Kevin Chen
		Name:	Kevin Chen
		Title:	Chief Executive Officer

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