Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 6:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-39689
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form
10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: March
31, 2021
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
For the Transition Period Ended: ____________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
EDOC Acquisition Corp.
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Full Name of Registrant
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N/A
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Former Name, if Applicable
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7612 Main Street Fishers, Suite 200
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Address of Principal Executive Office (Street and Number)
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Victor, NY 14564
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City, State and Zip Code
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PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attached
Extra Sheets if Needed)
EDOC Acquisition Corp. (the “Company”) has
determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below.
On April 12, 2021, the Acting Director of the Division of Corporation
Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and
reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”).
As a result of the SEC Statement, the Company’s management is reevaluating the accounting treatment of (i) the 9,000,000 redeemable
warrants (the “Public Warrants”) that were included in the units (the “Public Units”)
issued by the Company in its initial public offering (the “IPO”), (ii) the 479,000 non-redeemable
warrants included in the units (the “Private Placement Units”) that were issued in a private placement (the
“Private Warrants” and collectively with the Public Warrants, the “Warrants”), (iii)
the 9,000,000 rights (the “Public Rights” that were included in the Public Units issued by the Company in its
IPO, (iv) the 479,000 rights (the “Private Rights” and collectively with the Public Rights, the “Rights”)
included in the Private Placement Units, and (v) a warrant to purchase up to 450,000 Class A ordinary shares (the “Representative’s
Warrants”), each in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives
and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled
in its own stock, such as warrants, as equity of the entity or as an asset or liability. The Company previously accounted for the Warrants,
Rights and Representative’s Warrants as components of equity.
After consideration of the guidance in the SEC Statement, the Company
expects that the Private Warrants, Rights, and Representative’s Warrants will be accounted for as a liability and measured at fair
value with changes in fair value each period reported in the Company’s statement of operations. The Company is in the process of
completing its final analysis of this change. The Company expects to reflect this revision in the Company’s financial statements
as of and for the three month period ended March 31, 2021, as well as in its financial statements as of and for the fiscal period ended
December 31, 2020.
The Company is working diligently to complete the Q1 2021 Form 10-Q
as soon as possible; however, given the scope of the process for determining the appropriate treatment of the Warrants, the Rights and
the Representative’s Warrants in accordance with the SEC Statement and ASC 815-40, the Company is unable to complete and file the
Q1 2021 Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect
to file such report within five calendar days thereof.
PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification:
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Kevin Chen
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(585)
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678-1198
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). ☐ Yes ☒ No
The
Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
If so,
attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
On November
12, 2020, the Company consummated its IPO of 9,000,000 Public Units. The Public Units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $90,000,000.
Since the IPO, the Company has been incurring monthly operating
expenses of approximately $60,000 per month. The Company will not generate any operating revenues until after completion of its initial
business combination. Because the Company has not completed its financial statements due to the reasons provided above, its is unable
to provide a reasonable estimate of its results of operations for the period ended March 31, 2021. Accordingly, the Company cannot at
this time estimate what significant changes will be reflected in its results of operations for the period ended March 31, 2021.
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Disclosures About Forward-Looking Statements
This Current Report on Form 12b-25 contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe
harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and
are subject to significant risks and uncertainties. The above statements regarding the correction of the immaterial errors in the Company’s
unissued financial statements related to the accounting treatment of the Private Warrants, Rights and Representative’s Warrants
as well as the effect of the revision on any subsequent periodic SEC filings, constitute forward-looking statements that are based on
the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important
factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of
the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business
and prospects, see “Risk Factors” in the Company’s annual, quarterly reports and subsequent reports filed with the SEC,
as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances
or events that may arise after the date of the forward-looking statements.
EDOC Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 17, 2021
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By:
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/s/
Kevin Chen
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Kevin Chen
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Chief Executive Officer
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