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Edoc Acquisition (ADOC) - 2023 Q3 - Quarterly Report
ADOCEdoc Acquisition (ADOC)2023-12-01 21:50

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of 252,471,withformationandoperatingcostsof252,471, with formation and operating costs of 352,511[189]. - For the nine months ended September 30, 2023, the net loss was 958,754,impactedbyformationandoperatingcostsof958,754, impacted by formation and operating costs of 1,160,969[201]. - The net loss per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding accretion associated with redeemable shares[227]. Cash and Liquidity - As of September 30, 2023, the company had cash held in the Trust account amounting to 9,494,965,including9,494,965, including 400,033 of interest earned since the IPO[182]. - The company had cash outside the Trust Account of 11,812availableforworkingcapitalneedsasofSeptember30,2023[201].−CashusedinoperatingactivitiesfortheninemonthsendedSeptember30,2023,was11,812 available for working capital needs as of September 30, 2023[201]. - Cash used in operating activities for the nine months ended September 30, 2023, was 554,368, with changes in operating assets and liabilities providing 606,601ofcash[201].−Thecompanyplanstoraiseadditionalcapitalthroughloansorinvestmentsfromsponsorsandshareholderstomeetliquidityneeds[204].−Thecompanyhassubstantialdoubtaboutitsabilitytocontinueasagoingconcernoneyearfromthedateofthefinancialstatements[205].−Thecompanywillneedtocompleteabusinesscombinationbeforethemandatoryliquidationdatetoavoidfurtherfinancialdistress[205].BusinessCombinationandCompliance−Thecompanycompletedthesaleof9,000,000unitsat606,601 of cash[201]. - The company plans to raise additional capital through loans or investments from sponsors and shareholders to meet liquidity needs[204]. - The company has substantial doubt about its ability to continue as a going concern one year from the date of the financial statements[205]. - The company will need to complete a business combination before the mandatory liquidation date to avoid further financial distress[205]. Business Combination and Compliance - The company completed the sale of 9,000,000 units at 10.00 per unit during its initial public offering, raising a total of 90million[169].−Thecompanyincurredanaggregateof90 million[169]. - The company incurred an aggregate of 64,996,858 in redemptions from shareholders during the extension of the business combination deadline from February 12, 2022, to August 12, 2022[172]. - The company plans to extend the deadline for completing a business combination to May 12, 2024, as part of its ongoing strategy[181]. - The company is at risk of delisting from Nasdaq due to failure to complete a business combination within 36 months of its IPO[186]. - The company submitted a compliance plan to Nasdaq on November 9, 2023, after receiving a notice of non-compliance with the Minimum Public Holders Requirement[185]. - As of the filing date, the company has not regained compliance with Nasdaq's Minimum Public Holders Requirement, which requires at least 300 total public holders[186]. Debt and Obligations - The company has issued multiple non-interest-bearing promissory notes to the Sponsor, with outstanding amounts of 500,000,500,000, 303,994, 276,006,276,006, 175,000, and 145,000asofSeptember30,2023[174][175][176][178].−AsofSeptember30,2023,theCompanyhadoutstandingnon−interest−bearingpromissorynotestotaling145,000 as of September 30, 2023[174][175][176][178]. - As of September 30, 2023, the Company had outstanding non-interest-bearing promissory notes totaling 1,631,000, including 202,460fromtheAugust2022Note,202,460 from the August 2022 Note, 500,000 from the October 2022 Note, 303,994fromtheNovember2022Note,303,994 from the November 2022 Note, 276,006 from the January 2023 Note, 213,595fromtheFebruary2023Note,213,595 from the February 2023 Note, 175,000 from the April 2023 Note, 145,000fromtheJune2023Note,and145,000 from the June 2023 Note, and 83,288 from the August 2023 Note[208][209][210][211][212][213][214]. - The Company issued a new promissory note on November 8, 2023, for 122,431.05,with122,431.05, with 124,932 drawn as of November 15, 2023, to support the trust account for unredeemed Class A ordinary shares[215]. - The Company has a contractual obligation to pay up to $10,000 per month for administrative support services, but has not made any payments under this agreement since its initial public offering[218]. Regulatory and Reporting - The Company has adopted ASU 2020-06, effective January 1, 2021, which simplifies accounting for certain financial instruments, but this adoption did not impact its financial position or results of operations[229]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[231]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years or until it no longer qualifies as an emerging growth company[232]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[235]. Risks and Challenges - Various factors could adversely affect the company's results of operations, including economic downturns, inflation, and geopolitical instability[233].