EDOC ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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.

  (d) Exhibits




Exhibit No.   Description
                Form of Fourth Amended and Restated Memorandum and Articles of
3.1           Association of the Company
10.1            Promissory Note, dated as of February 14, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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