UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Item 8.01 Other Events.
Edoc Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, the “Company”) previously announced that it will hold an extraordinary general meeting of shareholders on Friday, August 12, 2022, at 10:00 a.m. Eastern (the “Meeting”) to vote to further extend the deadline to consummate an initial business combination from August 12, 2022 to February 12, 2023 (the “Extension”).
On August 4, 2022, the Company issued a press release reminding shareholders to vote at the Meeting and announcing that if the Company’s shareholders approve the Extension at the Meeting, American Physicians LLC, a Delaware limited liability company and the Company’s sponsor (“Sponsor”), and Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”) or their respective designees, will contribute: (i) an aggregate of $0.033 for each for each Class A ordinary share of the Company (each, a “Public Share”) issued in the Company’s initial public offering that is not redeemed in connection with the shareholder vote for the Extension, for each calendar month (commencing on August 12, 2022 and on the 12th day of each subsequent month) until November 12, 2022; and (ii) thereafter will increase the contribution to $0.05 for each Public Share that is not redeemed, for each calendar month (commencing on November 12, 2022 and on the 12th day of each subsequent month) until February 12, 2023, that is needed to complete an initial business combination (each monthly contribution, a “Contribution”, and collectively, the “Contributions”).
The terms of the Contributions represent an increase of approximately $0.017 per Public Share to be paid for each month commencing November 12, 2022 that is needed to complete an initial business combination, as compared to what was previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2022 and mailed to shareholders on or about July 28, 2022. As a result of the increase, if the Company takes until October 12, 2022, to complete its Business Combination, which would represent two calendar months, the Sponsor, Calidi or their respective designees would make aggregate Contributions resulting in a redemption amount of approximately $10.34 per unredeemed share, in comparison to the current redemption amount of $10.27 per share, plus any applicable interest accrued. If, however, the Company takes until December 12, 2022, to complete its Business Combination, which would represent four calendar months, the Sponsor, Calidi or its designees would make aggregate Contributions of $0.033 per share for three months plus $0.05 per share for one month, resulting in a redemption amount of approximately $10.42 per unredeemed share, in comparison to the current redemption amount of $10.27 per share, plus any applicable interest accrued. The Contributions will not accrue interest and will be repayable to the Sponsor, Calidi or their respective designees in full from trust funds remaining after redemptions and any financing proceeds upon the earlier of the consummation of an initial business combination or the liquidation of the Company. The Contributions are conditioned upon the implementation of the Extension.
The press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: August 4, 2022 | By: | /s/ Kevin Chen | |
| Name: | Kevin Chen | ||
| Title: | Chief Executive Officer | ||
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