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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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 | ||
| N/A |
Introductory Note
On March 21, 2024, Edoc Acquisition Corp. (the “Company” or “EDOC”) and Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “AOI”), completed their previously announced business combination pursuant to the terms of the Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023, the “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 (the “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) in accordance with 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 from time to time, to include subsequent parties that execute and deliver to Purchaser, Pubco and AOI, a Joinder (the “Joining Sellers”), and the holders of 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 Sellers, the “Sellers”).”), which, among other things provided for the merger of EDOC with and into Merger Sub (the “Merger”).
In connection with the consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), each of AOI and the Company became a direct wholly-owned subsidiary of Pubco.
In connection with the Closing of the Business Combination, Pubco’s ordinary shares and warrants began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “COOT” and “COOTW,” respectively, on March 22, 2024.
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. In connection with the consummation of Business Combination, the parties to the Business Combination entered into the following agreements:
Lock-Up Waiver
Simultaneously with the closing of the Business Combination (the “Closing”), the Company, certain persons and entities holding EDOC’s founder shares and private placement units (each, a “Lock-Up Party”), entered into a lock-up waivers so as to permit the following: (A) the distribution by the Sponsor of all of its Company securities (the “Sponsor Distribution”), including (i) an aggregate of 1,485,153 Insider Shares (as defined in the Letter Agreement, dated November 9, 2020, by and among EDOC, the Sponsor and the directors and officers of EDOC named therein, as amended by that certain First Amendment to Letter Agreement, dated December 5, 2022 (the “Letter Agreement”)), and (ii) an aggregate of 414,000 Insider Units (as defined in the unit subscription agreements, dated November 9, 2020, by and between EDOC and the other parties thereto, including the Sponsor and I-Bankers Securities Inc. (the “Subscription Agreements”)), including their underlying securities; (B) of the securities distributed in the Sponsor Distribution, an aggregate of 809,902 shares held by recipients who are not affiliates of Pubco shall be released of all post-Closing lock-up restrictions pursuant to the Letter Agreement or the Subscription Agreements; and (C) an aggregate of 65,000 Insider Units held by I-Bankers Securities Inc., including their underlying securities, shall be released of all post-Closing lock-up restrictions pursuant to the Subscription Agreements. The remaining securities distributed pursuant to the Sponsor Distribution will continue to be subject to the lock-up restrictions of the Letter Agreement and the Subscription Agreements following such transfer.
Agreements Related to Transaction Expenses
In connection with the Closing, EDOC and Pubco entered into certain arrangements to repay certain Business Combination transaction expenses incurred by EDOC and otherwise due at Closing. These arrangements include fee modification agreements with vendors pursuant to which such vendors will receive deferred cash payments of approximately $4.6 million.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 21, 2024, pursuant to the Business Combination Agreement, the following transactions occurred at the effective time of the Merger (the “Effective Time”):
| ● | EDOC merged with and into Merger Sub, with EDOC continuing as the surviving entity, as a result of which: |
| (i) | EDOC became a wholly-owned subsidiary of Pubco, and |
| (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 |
| ● | Pubco acquired all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”) |
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.
The ordinary shares and warrants of Pubco commenced trading on The NASDAQ Stock Market LLC under the ticker symbol “COOT” and “COOTW,” respectively on March 22, 2024.
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.
Immediately following the consummation of the Business Combination, on March 21, 2024, the issued share capital of Pubco consisted of 23,224,102 ordinary shares and 9,629,000 warrants.
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.
The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
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.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the Closing, the Sponsor, EDOC and Pubco entered into an arrangement (the “Note Restructuring”) regarding existing promissory notes previously issued to the Sponsor (which notes were previously disclosed by EDOC on its Current Reports on Form 8-K). Pursuant to the Note Restructuring, the following transactions were completed:
| ● | 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: |
| (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. |
| ● | 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. |
Item 3.03. Material Modifications to Rights of Security Holders.
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.
Item 5.01. Changes in Control of Registrant.
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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.
In connection with the 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.
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.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
In connection with the consummation of the Business Combination, at the Effective Time of the Business Combination, EDOC adopted an amended and restated memorandum and articles of association which are substantially in the form as described in the Proxy Statement, in accordance with EDOC becoming a wholly-owned subsidiary of Pubco in connection with the Merger.
Item 8.01 Other Events
On March 21, 2024, the parties issued a press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) 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.
| Dated: March 28, 2024 | EDOC Acquisition Corp. | |
| By: | /s/ Gary Seaton | |
| Name: | Gary Seaton |
|
| Title: | Chief Executive Officer | |
Exhibit 10.1
I-Bankers Securities, Inc.
535 5th Ave
Suite 423
New York, New York 10017
Attn.: Mike McCrory, Chief Executive Officer
March 21, 2024
Ladies and Gentlemen:
Reference is made to the letter agreement, dated November 9, 2020, by and among, Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), American Physicians LLC, a Delaware limited liability company (the “Sponsor”), and the directors, officers of the Company named therein (collectively with the Representative, the “Lock-Up Parties”), as amended by that certain First Amendment to Letter Agreement, dated December 5, 2022 (as amended, the “Letter Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.
Reference is also made to the underwriting agreement, dated November 9, 2020 (the “Underwriting Agreement”), by and between the Company and I-Bankers Securities Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto, relating to an underwritten initial public offering of the Company’s units.
Reference is further made to that certain Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023, and as may be further amended, the “Business Combination Agreement”, and all of the transactions contemplated thereunder, the “Business Combination”), by and among the Company, the Sponsor, in the capacity as the representative from and after the closing of the transactions contemplated by the Business Combination Agreement for the shareholders of Purchaser and Pubco (other than the Sellers) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), Australian Oilseeds Holdings Limited, a Cayman Islands exempted company (“Pubco”), Australian Oilseeds Investments Pty Ltd. (“AOI”), an Australian proprietary company (“AOI”), AOI Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Gary Seaton, in his capacity as the representative for the Sellers in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”) and the other parties thereto.
Reference is further made to (i) that certain unit subscription agreement, dated as of November 9, 2020, by and among the Company and the Sponsor and (ii) that certain unit subscription agreement, dated as of November 9, 2020, by and among the Company and the Representative (each, a “Subscription Agreement”).
As you are aware, pursuant to Section 3(a) of the Letter Agreement, the Initial Shareholders agreed not to Transfer any Insider Shares: (x) with respect to 50% of its Insider Shares, until the earlier of (i) six (6) months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination; and (y) with respect to the remaining 50% of their Insider Shares, six (6) months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
Additionally, pursuant to Section 3(b) of the Letter Agreement and Section 5 of the respective Subscription Agreements, the Sponsor, the Representative and each Insider agreed not to effectuate any Transfer of securities issued or issuable upon the exercise of the Private Units or their underlying securities until 30 days after the completion of the Business Combination.
In connection with and in furtherance of the Business Combination, the Lock-up Parties hereby request that each of the undersigned waive compliance by the applicable Lock-up Parties with Sections 3(a) and 3(b) of the Letter Agreement and Section 5 of the respective Subscription Agreement, as applicable, as follows:
| ● | Immediately prior to the consummation of the Business Combination, Sponsor shall distribute all of its securities, including an aggregate of (i) 1,485,153 Insider Shares, (ii) securities underlying 414,000 Private Units (collectively, the “Distribution Securities”), to its constituent members (such transaction, the “Sponsor Distribution”). Sponsor shall be released from all of its obligations pursuant to Sections 3(a) and 3(b) of the Letter Agreement and Section 5 of its Subscription Agreement with respect to the Sponsor Distribution, except that those recipients of the Distribution Securities in the names and amounts set forth on Annex I hereto shall assume, and continue to be subject to, the obligations set forth in Sections 3(a) and 3(b) of the Letter Agreement and Section 5 of its Subscription Agreement upon receipt thereof. | |
| ● | Representative shall be released from its obligations pursuant to Section 5 of its Subscription Agreement with respect to its Private Units. |
By signing the counterpart to this letter, each of the undersigned, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby waives the compliance by the Lock-up Parties with Sections 3(a) and 3(b) of the Letter Agreement and Section 5 of the respective Subscription Agreement, as applicable. Except as specifically waived herein, the parties to the Letter Agreement retain all rights, and each Lock-up Party retains all obligations, as set forth in the Letter Agreement, and the Subscription Agreements and the Representative retains all rights as set forth in the Underwriting Agreement.
[Signature page follows]
| If you are in agreement with the foregoing, kindly indicate such agreement by signing the counterpart to this letter and returning the signed copy thereof to the Company at the address first written above or by e-mail at [ ]. | ||
| Sincerely, | ||
| American Physicians LLC | ||
| /s/ Xiaoping Becky Zhang | ||
| Name: | Xiaoping Becky Zhang | |
| Title: | Managing Member | |
| I-Bankers Securities, Inc. | ||
| /s/ Matthew McCloskey | ||
| Name: | Matthew McCloskey | |
| Title: | Head of Equity Capital Markets | |
| ACKNOWLEDGED AND AGREED TO THIS 21st DAY OF March 2024: | ||
| I-Bankers Securities Inc. | ||
| /s/ Matthew McCloskey | ||
| Name: | Matthew McCloskey | |
| Title: | Managing Director |
|
| EDOC Acquisition Corp. | ||
| /s/ Kevin Chen | ||
| Name: | Kevin Chen | |
| Title: | Chief Executive Officer | |
| Australian Oilseeds Holdings Limited | ||
| /s/ Gary Seaton | ||
| Name: | Gary Seaton | |
| Title: | Chief Executive Officer | |
[Signature Page to Lockup Waiver Letter]
Cover |
Mar. 21, 2024 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 21, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-39689 |
| Entity Registrant Name | EDOC Acquisition Corp. |
| Entity Central Index Key | 0001824884 |
| Entity Incorporation, State or Country Code | E9 |
| Entity Address, Address Line One | 7612 Main Street Fishers |
| Entity Address, Address Line Two | Suite 200 |
| Entity Address, City or Town | Victor |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 14564 |
| City Area Code | (585) |
| Local Phone Number | 678-1198 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Class A Ordinary Shares, $.0001 par value per share | |
| Title of 12(b) Security | None |
| Trading Symbol | N/A |