Australian Oilseeds SEC Filings

Australian Oilseeds Holdings Limited (COOTW) has mailed a Definitive Proxy Statement to convene an Extraordinary General Meeting (EGM) on 30 July 2025 at 4:30 p.m. EST, to be held both in-person (Jericho, NY) and virtually. Shareholders of record as of 2 July 2025 are entitled to vote.

The single agenda item is an ordinary resolution authorising the Board to implement a reverse share split of the Company’s Class A ordinary shares at a ratio between 1-for-2 and 1-for-8. The Board will decide the exact ratio after shareholder approval.

Purpose: Management states the reverse split is critical to regaining compliance with two Nasdaq Global Market listing deficiencies: (1) the minimum bid price requirement of USD 1.00 (Rule 5550(a)(2)), and (2) the minimum stockholders’ equity requirement of USD 10 million (Rule 5450(b)(1)). Nasdaq has issued a delisting determination dated 4 June 2025; trading is temporarily stayed pending a hearing before the Nasdaq Hearings Panel on 22 July 2025. The Company has also applied to transfer its listing to the Nasdaq Capital Market.

Key mechanics:

• The split will affect all shareholders uniformly and will not alter authorised share capital (555 million shares) or voting rights.
• No fractional shares will be issued; fractions will be rounded up to the nearest whole share.
• All outstanding warrants, options and RSUs will be adjusted proportionally.
• The Board may consider market conditions, trading price, liquidity, and financing prospects when selecting the ratio.

Consequences if not approved: Potential Nasdaq delisting could shift trading to OTC markets, reducing liquidity, analyst coverage and future financing capacity. Shares could also be treated as “penny shares,” raising broker compliance costs.

Ownership snapshot: Insiders (7 directors/executives) control 69.1 % (≈19.3 million shares); CEO Gary Seaton, through JSKS Enterprises Pty Ltd., holds 56.5 %. High insider concentration increases the likelihood of proposal passage.

Voting & logistics: Shareholders may vote by mail, internet or in-person/virtual. Broker non-votes and abstentions count toward quorum and are treated as votes “AGAINST” the proposal. The Board unanimously recommends voting “FOR”.

Risk disclosures: The proxy cautions that a reverse split may not elevate the trading price proportionally or maintain compliance, and could reduce liquidity. The filing also notes potential anti-takeover implications due to the increased pool of authorised but unissued shares post-split.

Financial impact: No immediate effect on total equity or authorisation limits; EPS and book value per share would rise mechanically after the split due to the lower share count. The Company will bear solicitation costs and has hired Laurel Hill Advisory Group for a USD 8,500 fee.

On 1 July 2024 Australian Oilseeds Holdings Limited filed an amended registration statement on Form S-1/A for its warrants trading under the symbol COOTW. The XBRL outline shows the amendment incorporates disclosure about a pending Business Combination Agreement that involves Australian Oilseeds Investments Pty Ltd, EDOC Acquisition Corp and related entities, as well as the issuance of Class A ordinary shares and several warrant classes (private and representatives’ warrants).

Tags such as FinancialEffectOfCorrectionsOfAccountingErrorsMember and ErrorCorrectionsRestatedMember confirm that previously issued financial statements for fiscal years ended 30 June 2022 and 2023 and interim periods through 31 March 2024 have been restated to correct accounting errors. The filing also lists numerous operating subsidiaries—including Cootamundra Oilseeds, Good Earth Oils and Energreen Nutrition—and names key customers like Costco Wholesale Australia and Woolworths, signalling concentration risks. No consolidated financial tables or pro-forma figures are provided in the excerpt, so investors cannot yet quantify the impact of the restatements or potential dilution from the warrants.

Overview: Australian Oilseeds Holdings Limited (symbol COOTW) submitted an amended Form S-1 registration statement covering Class A ordinary share warrants issued in connection with its proposed business combination with EDOCA Acquisition Corp. The excerpt provided is comprised almost entirely of XBRL tag references without numerical values, but it does reveal the scope of disclosures being updated.

What the amendment addresses:

• Updates to the Business Combination Agreement and related parties, including PIPE investor ARENA.
• Detailed identification of Private, Representative and Public Warrants to be registered.
• Subsidiary and customer concentration tags showing reliance on Costco, Woolworths and other key customers.
• Restatement tags for FY 2021-2024 indicating corrections of previously reported accounting errors.
• Granular asset tags for land, buildings, plant & equipment, and vehicle classes, suggesting forthcoming PPE schedules.

Investor takeaway: While the filing signals continued progress toward completing the de-SPAC transaction, the lack of financial tables or pro-forma information in the excerpt limits immediate valuation analysis. The presence of repeated error-correction tags may prompt investors to scrutinize internal controls once full statements become available.