Edoc Acquisition (ADOC) - 2022 Q1 - Quarterly Report

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $4,564,465, primarily due to operating costs and finance costs related to share transfers[141]. - Cash used in operating activities for the three months ended March 31, 2022, was$547,176, with a net loss of $4,564,465 impacted by various financial factors[152]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial Business Combination[140]. Capital Raising and Investments - The company completed the sale of 9,000,000 units at$10.00 per unit, raising $90,000,000 from the Public Offering on November 12, 2020[136]. - The company expects to raise up to$25,000,000 through a PIPE Investment, which is anticipated to close concurrently with the Business Combination[145]. - The company may need to raise additional capital through loans or investments to meet its liquidity needs and may face operational curtailments if unable to do so[154]. - The company has broad discretion in applying the net proceeds from the IPO and Private Placement, primarily towards consummating a business combination[139]. Assets and Securities - As of March 31, 2022, the company had marketable securities in the Trust Account totaling $27,466,834, including$19,002 of interest earned since the IPO[138]. - As of March 31, 2022, the company had cash outside the Trust Account of $96,222 available for working capital needs[151]. - As of March 31, 2022, the fair market value of the outstanding interest-bearing convertible promissory note was$976,168, with an initial issuance amount of $900,000[155]. - The Company issued a non-interest-bearing convertible promissory note of up to$750,000, with $420,000 drawn as of March 31, 2022, and a fair market value of$445,691[155]. - As of March 31, 2022, the Company had no long-term debt or capital/operating lease obligations[158]. Shareholder Actions and Equity - An aggregate of 6,326,758 Ordinary Shares were redeemed, resulting in $64,996,857.71 released from the Trust Account, approximately$10.27 per share[165]. - As of March 31, 2022, 2,673,242 Class A ordinary shares were subject to possible redemption, presented at redemption value as temporary equity[165]. - The Company applies the two-class method for calculating net loss per ordinary share, with warrants and rights exercisable for 6,137,400 shares of Class A ordinary shares[166]. Accounting and Compliance - The Company accounts for its convertible promissory note under ASC 815, with changes in fair value recognized as non-cash changes in the statements of operations[163]. - The Company has identified critical accounting policies that may materially differ from actual results due to management estimates and assumptions[159]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[168]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[156]. Mergers and Acquisitions - The company entered into a Merger Agreement with Calidi Biotherapeutics, Inc., with an aggregate merger consideration of $400,000,000, subject to adjustments for Calidi's closing debt[144].