As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUSTRALIAN OILSEEDS HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or Other Jurisdiction of Incorporation or Organization) Cayman Islands 4931 Not Applicable (Primary Standard Industri ...

Financial Position - As of June 30, 2023, the company reported cash and cash equivalents of USD $124,730[22] - Total equity amounted to USD $46,845, with retained earnings showing a deficit of USD $(21,062,534)[22] - The company has no material assets other than its equity interests in wholly owned subsidiaries[25] - The consolidated financial statements for the period from October 14, 2022, to June 30, 2023, have been audited by BF Borgers CPA PC[65] Share Structure - The company has 23,224,102 Ordinary Shares issued and outstanding, with 58.4% owned by CEO Gary Seaton[41] - Approximately 73.6% of the total issued and outstanding Ordinary Shares are subject to a lock-up period following the Business Combination[48] - The Company has 23,224,102 Ordinary Shares issued and outstanding as of March 27, 2024, following the completion of the Business Combination[55] - The Company is authorized to issue 550,000,000 ordinary shares and 5,000,000 preference shares, each with a par value of $0.001[54] Warrants and Dividends - There are 9,000,000 Public Warrants outstanding, each exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share[50] - The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation[50] - The Company issued private placement warrants granting the right to purchase 239,000 Ordinary Shares at an exercise price of $10.00 per share, expiring five years after the Business Combination[56] - The Company has not paid any dividends to its shareholders and intends to retain earnings for business operations[62] - The company intends to retain earnings for business operations and does not anticipate declaring dividends in the foreseeable future[45] Business Combination - The business combination was completed on December 29, 2022, marking a significant development in the company's history[24] - The Escrow Shares, amounting to 15% of the estimated Exchange Consideration, will be held for 12 months post-Closing for potential purchase price adjustments and indemnification claims[49] Legal and Compliance - The company does not currently face any legal proceedings that would materially affect its financial condition[44] - The Company must maintain at least 400 unrestricted round lot shareholders to comply with Nasdaq listing requirements[52] Executive Compensation - The executive compensation program aims to align compensation with business objectives and shareholder value creation[31]