Edoc Acquisition : Current Report (Form 8-K)

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): January 11, 2022

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)		(I.R.S. Employer Identification Number)

7612 Main Street Fishers

Suite 200

Victor, NY14564

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: [phone]

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))

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 NasdaqStock Market LLC
Rights, exchangeable into one-tenth of one Class A Ordinary Share		ADOCR		The NasdaqStock 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 NasdaqStock Market LLC

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. ☐

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The management of EDOC Acquisition Corp., a Cayman Islands corporation (the "Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") on November 12, 2020. Historically, a portion of the Class A Ordinary Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company would consummate its initial business combination only if it had net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company's management, in consultation with its advisors, has determined that the Class A Ordinary Shares include certain provisions that require the re-classification of the Class A Ordinary Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination.

On January 11, 2022, the audit committee of the board of directors of the Company(the "Audit Committee") concluded, after discussion with the Company's management, that the Company's (i) audited balance sheet as of November 12, 2020 filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 18, 2020,(ii) audited financial statements as of December 31, 2020 as previously issued in the Company's Annual Report on Form 10-K filed with the SEC on May 25, 2021, (iii) the Company's unaudited financial statements as of March 31, 2021 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) the Company's unaudited financial statements as of June 30, 2021 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021, and (iv) the Company's unaudited financial statements as of September 30, 2021 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on October 19, 2021, should no longer be relied upon due to the reclassification described above. Similarly, the Report of Independent Registered Public Accounting Firm dated May 24, 2021, on the financial statements as of December 31, 2020 and for the period from August 20, 2020 (date of inception) through December 31, 2020, the Report of Independent Registered Public Accounting Firm dated November 18, 2020 on the balance sheet as of November 12, 2020, and the registration statements, shareholder communications, investor presentations or other communications describing relevant portions of the Company's financial statements for these periods should no longer be relied upon.

The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.

In light of the above, the Company's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon their re-evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective during the period of time the error described above persisted, due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company's unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company plans to restate the financial statements identified above in the Company's Annual Report on Form 10-K/A and the Company's Quarterly Report on Form 10-Q/A to be filed with the SEC as soon as practicable.

The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company's independent registered public accounting firm.

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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: January 12, 2022	By:	/s/ Kevin Chen
		Name:	Kevin Chen
		Title:	Chief Executive Officer

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