Current Report Filing (8-k)
16 February 2023 - 8:23AM
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UNITED 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): February
9, 2023
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 |
Item 1.01. Entry into a Material Definitive Agreement.
On
February 14, 2023, EDOC Acquisition Corp., a special purpose acquisition company incorporated as a Cayman Islands exempted company (the
“Company”), issued a promissory note (the “Note”) in the aggregate principal amount of up to $256,313.40
to American Physicians LLC, Delaware limited liability company, the Company’s sponsor (the “Extension Funds”),
pursuant to which the Extension Funds will be deposited into the Company’s trust account (the “Trust Account”)
for each Class A ordinary share of the Company (“Public Share”) that was not redeemed in connection with the extension
of the Company’s termination date from February 12, 2023 to August 12, 2023 that was approved at the Extension Meeting (as defined
below).
The
principal amount of this Note may be drawn down in six equal amounts of $42,718.90, in order for the Company to deposit a pro rata portion
of the Extension Funds into the Trust Account, which equates to $0.05 per remaining Public Share, for each calendar month (commencing
on February 12, 2023 and on the 12th day of each subsequent month) until August 12, 2023, that is needed to complete an initial business
combination (the “Business Combination”). On February 14, 2023, the first installment of the Extension Funds was deposited
into the Trust Account. After such funding, the Trust Account contains approximately $10.75 per remaining Public Share outstanding.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On February 9, 2023, the Company
held an extraordinary general meeting in lieu of an annual meeting (the “Extension Meeting”) to amend the Company’s
amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the
Company has to consummate a Business Combination from February 12, 2023 to August 12, 2023 (the “Extension Amendment Proposal”)
and to ratify the selection by the audit committee of Marcum LLP (“Marcum”) to serve as the Company’s independent
registered public accounting firm for the year ended December 31, 2022 (the “Auditor Ratification Proposal”). The proposal
to adjourn the Extension Meeting to a later date was not presented because there were enough votes to approve each of the foregoing proposals.
There were 4,830,625 ordinary
shares of the Company issued and outstanding on January 11, 2023, the record date for the Extension Meeting. At the Extension Meeting,
there were 3,376,833 ordinary shares present in person or by proxy, representing approximately 69.9% of the total ordinary shares outstanding
as of the record date, which constituted a quorum.
The final voting results for
the Extension Amendment Proposal were as follows:
| For |
|
Against |
|
Abstain |
| 3,366,833 |
|
10,000 |
|
0 |
The final voting results for the
Auditor Ratification Proposal were as follows:
| For |
|
Against |
|
Abstentions |
| 3,376,833 |
|
0 |
|
0 |
Shareholders
holding 1,172,247 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of
the funds in the Company’s Trust Account. As a result, approximately $12.5 million (approximately $10.70 per share) will be removed
from the Trust Account to pay such holders.
A
form of the Charter Amendment, effective as of February 9, 2023, is attached as Exhibit 3.1 hereto and is incorporated by reference. The
Company will file the Charter Amendment with the Cayman Islands Registrar of Companies.
Item 9.01 Financial Statements and Exhibits.
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.
| |
EDOC Acquisition Corp. |
| |
|
| Date: February 15, 2023 |
By: |
/s/ Kevin Chen |
| |
|
Name: Kevin Chen
Title: Chief
Executive Officer |
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