Item 3.02 Unregistered Sales of Equity Securities.
On March 7, 2023, Edoc Acquisition Corp. (the "Company") issued an aggregate of
1,685,152 (the "Sponsor Shares") of the Company's Class A ordinary shares, par
value $0.0001 per share ("Class A Ordinary Shares") to American Physicians LLC,
the sponsor of the Company (the "Sponsor"), upon the conversion (the "Sponsor
Conversion") of an equal number of the Company's Class B Ordinary Shares, par
value $0.0001 per share ("Class B Ordinary Shares"), held by the Sponsor.
On March 7, 2023, the Company issued an aggregate of 564,847 Class A Ordinary
Shares (together with the Sponsor Shares, the "Converted Class A Ordinary
Shares") to Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower
Arbitrage Fund, Feis Equities LLC, Yakira Capital Management, Inc., Yakira
Enhanced Offshore Fund and Yakira Partners LP, MAP 136 Segregated Portfolio and
Meteora Capital Partners, LP (collectively, the "Backstop Investors") upon the
conversion of an equal number of the Company's Class B Ordinary Shares held by
the Backstop Investors (together with the Sponsor Conversion, the "Conversion").
The Converted Class A Ordinary Shares issued in connection with the Conversion
are subject to the same restrictions as applied to the Class B Ordinary Shares
before the Conversion, including, among other things, certain transfer
restrictions, waiver of redemption rights and the obligation to vote in favor of
an initial business combination as described in the prospectus for the Company's
initial public offering. Following the Conversion, there are 3,658,377 Class A
Ordinary Shares issued and outstanding and one Class B Ordinary Shares issued
and outstanding. As a result of the Conversion, the Sponsor holds approximately
57.3% of the Company's Class A Ordinary Shares that are outstanding and the
Backstop Investors hold approximately 1.5% of the Company's Class A Ordinary
Shares that are outstanding.
The issuance of the Converted Class A Ordinary Shares upon the Conversion has
not been registered under the Securities Act of 1933, as amended, in reliance on
the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K
is incorporated by reference in this Item 7.01.
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