ADOC Edoc Acquisition Corporation

 

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 30, 2023

 

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, NY 14564

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

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 30, 2023, Edoc Acquisition Corp., a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “Company”) received a notice (the “Notice”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”), in violation of the Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), serves as an additional basis for delisting the Company’s securities from Nasdaq based on Listing Rule 5810(b). According to the Notice, the Nasdaq Hearings Panel (the “Panel”) will consider this additional deficiency in its decision regarding the Company’s continued listing on the Nasdaq. On December 1, 2023, the Company filed the Form 10-Q with the Securities and Exchange Commission.

 

This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency within four (4) business days after the date of the deficiency letter.

 

As previously disclosed, on November 10, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company failed to comply with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement (the “IM-5101-2 Requirement”). On September 25, 2023, the Listing Qualifications Department of Nasdaq notified the Company that it did not comply with Nasdaq Listing Rule 5550(a)(3), due to the Company’s failure to maintain 300 public holders (the “Minimum Public Holders Requirement”). The IM-5101-2 Requirement and the Minimum Public Holders Requirement are the subject of a delisting determination from Nasdaq received on November 10, 2023, and the Company has timely requested a Panel hearing to appeal the determination.

 

A hearing with the Panel has been scheduled for February 22, 2024. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Rule, the IM-5101-2 Requirement, and the Minimum Public Holders Requirement, and maintain compliance with other Nasdaq listing requirements.

 

Item 8.01. Other Events.

 

On December 6, 2023, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number		Title
99.1		Press Release, dated December 6, 2023
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: December 6, 2023	By:	/s/ Kevin Chen
		Name:	Kevin Chen
		Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Edoc Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Victor, NY, Dec. 06, 2023 (GLOBE NEWSWIRE) -- Edoc Acquisition Corp. (NASDAQ: ADOC) (the “Company”) announced that it received a letter from The Nasdaq Capital Market (“Nasdaq”) on November 30, 2023 indicating that (i) the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”), in violation of the Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), serves as an additional basis for delisting the Company’s securities from Nasdaq based on Listing Rule 5810(b) and (ii) the Nasdaq Hearings Panel (the “Panel”) will consider this additional deficiency in its decision regarding the Company’s continued listing on the Nasdaq. On December 1, 2023, the Company filed the Form 10-Q with the Securities and Exchange Commission.

 

As previously disclosed, on November 10, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company failed to comply with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement (the “IM-5101-2 Requirement”). On September 25, 2023, the Listing Qualifications Department of Nasdaq notified the Company that it did not comply with Nasdaq Listing Rule 5550(a)(3), due to the Company’s failure to maintain 300 public holders (the “Minimum Public Holders Requirement”). The IM-5101-2 Requirement and the Minimum Public Holders Requirement are the subject of a delisting determination from Nasdaq received on November 10, 2023, and the Company has timely requested a Panel hearing to appeal the determination.

  

A hearing with the Panel has been scheduled for February 22, 2024. There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Rule, the IM-5101-2 Requirement, and the Minimum Public Holders Requirement, and maintain compliance with other Nasdaq listing requirements.

 

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

 

Cautionary Statement Concerning Forward-Looking Statements

 

This press release contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), including statements regarding the outcome of an appeal of any decision from Nasdaq, the timing of which remains uncertain. These statements are based on current expectations as of the date of this press release and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, risks related to continued listing and registration of the Company’s securities on the Nasdaq Stock Market. Any reader of this press release is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable laws or regulations.

 

About Edoc Acquisition Corp.:

 

Edoc Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. The Company is sponsored by an extensive network of physician entrepreneurs across 30+ medical specialties in leading medical institutions and is led by Kevin Chen, Chief Executive Officer of the Company.

 

Contact Information:

 

EDOC Acquisition Corp.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
Attention: Kevin Chen

 

 

v3.23.3

Cover	Nov. 30, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Entity File Number	001-39689
Entity Registrant Name	EDOC Acquisition Corp.
Entity Central Index Key	0001824884
Entity Tax Identification Number	00-0000000
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	Class A Ordinary Shares, $.0001 par value per share
Trading Symbol	ADOC
Security Exchange Name	NASDAQ
Rights, exchangeable into one-tenth of one Class A Ordinary Share
Title of 12(b) Security	Rights, exchangeable into one-tenth of one Class A Ordinary Share
Trading Symbol	ADOCR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share
Trading Symbol	ADOCW
Security Exchange Name	NASDAQ

---