Material Agreement - 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): November 16, 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)		(IRS Employer Identification No.)

7612 Main Street Fishers

Suite 200

Victor, NY14564

(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 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

Item 1.01. Entry into a Material Definitive Agreement.

On November 16, 2022, 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 $303,993.75 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 August 12, 2022 to February 12, 2023.

The Company will 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 November 12, 2022 and on the 12th day of December, 2022 and January, 2023), that is needed to complete an initial business combination (the "Business Combination"). The principal amount of this Note may be drawn down in three equal amounts of $101,331.25.

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, or (b) the date of the liquidation of the Company.

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 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Promissory Note issued to American Physicians LLC, dated November 16, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 18, 2022	By:	/s/ Kevin Chen
		Name:	Kevin Chen
		Title:	Chief Executive Officer

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