Workflow
Edoc Acquisition (ADOC) - 2022 Q4 - Annual Report
ADOCEdoc Acquisition (ADOC)2023-01-24 11:11

Initial Public Offering and Trust Account - The Company completed its initial public offering on November 12, 2020, raising gross proceeds of 90,000,000fromthesaleof9,000,000unitsatapriceof90,000,000 from the sale of 9,000,000 units at a price of 10.00 per unit[20]. - A total of 91,530,000fromthenetproceedsoftheinitialpublicofferingandprivateplacementunitswasplacedinthetrustaccount[21].−Thetrustaccountcurrentlyholds91,530,000 from the net proceeds of the initial public offering and private placement units was placed in the trust account[21]. - The trust account currently holds 21,319,155, equating to 10.52perunit,includinginterestincomeearned[20].−Thecompanyhas10.52 per unit, including interest income earned[20]. - The company has 21,319,155 available for an initial business combination as of December 31, 2022[73]. - The amount in the trust account was approximately 10.52pershareasofDecember31,2022[99].−Anaggregateof10.52 per share as of December 31, 2022[99]. - An aggregate of 900,000 was deposited into the trust account to extend the business combination deadline from November 12, 2021, to February 12, 2022[96]. - Shareholders redeemed 6,326,758 ordinary shares, resulting in approximately 64,996,857.71beingreleasedfromthetrustaccountatarateofabout64,996,857.71 being released from the trust account at a rate of about 10.27 per share[97]. - An additional 6,660,150wasreleasedfromthetrustaccountfortheredemptionof646,617ClassAordinarysharesatapproximately6,660,150 was released from the trust account for the redemption of 646,617 Class A ordinary shares at approximately 10.30 per share[98]. - Public shareholders are entitled to redeem shares for cash if the initial business combination is not completed by February 12, 2023[128]. Business Combination and Acquisition Strategy - The Company must complete its initial business combination by February 12, 2023, or it will terminate and distribute amounts in the trust account[21]. - The Company is focused on completing its initial business combination and exploring potential acquisition opportunities[12]. - The company intends to acquire businesses with high growth potential, competitive positioning, and a visible path to profitability[69]. - The company is exploring telemedicine, AI-enabled diagnostics, and specialty clinics as potential acquisition targets[68]. - The company sees potential acquisition opportunities in the healthcare sector, particularly due to the ongoing changes from the COVID-19 pandemic[58]. - A proactive acquisition strategy is in place, targeting hospitals, specialty clinics, and telemedicine providers, among others[59]. - The company is focusing on healthcare businesses in Asia-Pacific and North America with transaction values between 300millionand300 million and 1.0 billion[65]. - The fair market value of the target business must equal at least 80% of the trust account value at the time of the initial business combination agreement[87]. - The company aims to complete its initial business combination with a target business that has an aggregate fair market value of at least 80% of the value of the trust account[85]. - The company may seek additional funds through private offerings of debt or equity securities to facilitate business combinations[76]. Merger Agreements and Conditions - The AOI Merger Agreement was entered into on December 5, 2022, with a total consideration of 190,000,000fortheacquisitionofAOI[26].−TheExchangeConsiderationfortheAOItransactionissubjecttoadjustmentsbasedonAOI′snetworkingcapitalandoutstandingindebtednessatthetimeofclosing[27].−TheCompanyreceivedwrittennoticeonAugust11,2022,thattheCalidiMergerAgreementwasterminated,renderingitineffective[22].−TheAOIMergerAgreementmaybeterminatediftheClosinghasnotoccurredbyAugust12,2023,unlessaCharterExtensionisapproved[40].−TheobligationstoconsummatetheTransactionsaresubjecttovariousconditions,includingtheapprovaloftheAOIMergerAgreementbytherequisitevoteoftheCompany′sshareholders[36].−AOIwillpaytheCompanyaterminationfeeof190,000,000 for the acquisition of AOI[26]. - The Exchange Consideration for the AOI transaction is subject to adjustments based on AOI's net working capital and outstanding indebtedness at the time of closing[27]. - The Company received written notice on August 11, 2022, that the Calidi Merger Agreement was terminated, rendering it ineffective[22]. - The AOI Merger Agreement may be terminated if the Closing has not occurred by August 12, 2023, unless a Charter Extension is approved[40]. - The obligations to consummate the Transactions are subject to various conditions, including the approval of the AOI Merger Agreement by the requisite vote of the Company's shareholders[36]. - AOI will pay the Company a termination fee of 250,000 if the AOI Merger Agreement is terminated due to a material breach by AOI or related parties[43]. Management and Governance - The management team includes Kevin Chen as Chairman and CEO, and Bob Ai as CFO, with expertise in the healthcare sector[21]. - The parties agreed to take necessary actions to ensure Pubco's board of directors consists of five directors, a majority of whom will be independent[35]. - Certain executives have signed Non-Competition Agreements for three years post-Closing, prohibiting them from engaging in the non-GMO oilseeds and food-grade oils business without prior consent[48]. - The Sponsor Support Agreement ensures that the Sponsor and certain shareholders will vote in favor of the Business Combination Agreement and related Transactions[49]. Financial and Tax Considerations - The company recognized finance costs of 5,739,976forsharetransfersassociatedwithBackstopAgreementsfortheyearendedDecember31,2022[52].−Thecompanyhasappliedfora20−yeartaxexemptionfromtheCaymanIslandsgovernment,exemptingitfromtaxesonprofits,income,andgains[57].−ThecompanyhasreceivedataxexemptionundertakingfromtheCaymanIslandsgovernmentforaperiodof20years[138].−ThecompanyexpectstofundcostsassociatedwithdissolutionfromamountsremainingoutsidethetrustaccountasofDecember31,2022,totaling5,739,976 for share transfers associated with Backstop Agreements for the year ended December 31, 2022[52]. - The company has applied for a 20-year tax exemption from the Cayman Islands government, exempting it from taxes on profits, income, and gains[57]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years[138]. - The company expects to fund costs associated with dissolution from amounts remaining outside the trust account as of December 31, 2022, totaling 13,726[121]. - The trust account holds 13,726asofDecember31,2022,withestimatedliquidationcostsnotexceeding13,726 as of December 31, 2022, with estimated liquidation costs not exceeding 100,000[126]. Redemption Rights and Shareholder Considerations - The company restricts public shareholders from seeking redemption rights for more than 15% of shares sold in the initial public offering to discourage large block accumulations[108]. - Shareholder approval may be required for the initial business combination if certain conditions are met, such as issuing ordinary shares equal to or exceeding 20% of the outstanding shares[92]. - The company may not proceed with redemptions if the total cash consideration exceeds the available cash, which could prevent the business combination[106]. - The company will provide public shareholders with the opportunity to redeem shares at the per-share price based on the trust account balance upon consummation of the initial business combination[99]. - Initial shareholders have waived rights to liquidating distributions from the trust account for founder shares if the business combination is not completed by February 12, 2023[119]. - If the initial business combination is not completed, the per-share redemption amount could be approximately $10.52, but may be less due to creditor claims[123]. - The redemption rights do not apply to warrants, which will expire worthless if the business combination is not completed[118]. Operational Status and Compliance - The company has not generated any revenues since its inception on August 20, 2020, and has engaged in limited operations[202]. - The company is not currently engaged in operations other than pursuing its initial business combination, indicating a focused strategy[74]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[135]. - The company is subject to the Sarbanes-Oxley Act, requiring evaluation of internal control procedures for the fiscal year ended December 31, 2022[134]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination[134]. - The company may face intense competition from other entities with similar business objectives, limiting its ability to acquire larger target businesses[129].