UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A

_________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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EDOC Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO SHAREHOLDERS OF EDOC ACQUISITION CORP.

7612 MAIN STREET FISHERS
SUITE 200
VICTOR, NY 14564

TO BE HELD ON NOVEMBER 6, 2023

Dear EDOC Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of EDOC Acquisition Corp., a Cayman Islands exempted company (“Edoc”), which will be held on November 6, 2023, at 10 a.m., Eastern Time (the “Meeting”), at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas New York, New York 10105. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/edocacquisition/sm2023. You will not be required to attend the meeting in person in order to vote, and we encourage virtual participation.

The attached Notice of the Meeting and proxy statement describe the business Edoc will conduct at the Meeting (unless Edoc determines that it is not necessary to hold the Meeting as described in the accompanying proxy statement) and provide information about Edoc that you should consider when you vote your shares. As set forth in the attached proxy statement, the Meeting will be held for the purpose of considering and voting on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Edoc’s Fifth Amended and Restated Memorandum and Articles of Association currently in effect to extend the date by which Edoc has to consummate a business combination (the “Charter Extension”) from November 12, 2023 to May 12, 2024 (or such earlier date as determined by Edoc’s board of directors (the “Board”)) (the “Charter Extension Date”) (the “Extension Amendment Proposal”). The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Fifth Amended and Restated Memorandum of Association and Articles of Association of Edoc Acquisition Corp. currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Sixth Amended and Restated Memorandum of Association and Articles of Association, in the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately, provided that this resolution shall not be validly passed and shall not be valid or effective if, after taking into account the redemption, Edoc’s net tangible assets immediately prior to the vote on this resolution being taken is less than US$5,000,001”;

2. Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the audit committee of the Board of Marcum LLP (“Marcum”) to serve as Edoc’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”); and

3. Proposal No. 3 — Adjournment Proposal — To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Edoc additional time to complete an initial business combination. On December 5, 2022, Edoc entered into a Business Combination (as amended on March 31, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to the Business Combination Agreement (the “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), AOI Merger Sub, upon execution of a Joinder, a to-be-formed Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Purchaser Representative”), in the capacity as the Purchaser Representative thereunder, Gary Seaton, in his capacity as the representative for the Sellers (as defined below) in accordance with the terms and conditions of the Business Combination Agreement

(the “Seller Representative”) and each of the holders of AOI’s outstanding capital shares named on Annex I thereto (the “Primary Sellers”), as amended from time to time to include subsequent parties that execute and deliver to Edoc, Pubco and AOI a Joinder (the “Joining Sellers”), and the holders of AOI’s outstanding capital shares who are bound by the provisions of the Business Combination Agreement pursuant the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers”, and collectively with the Joining Sellers, the “Sellers”), pursuant to which Edoc will merge with and into Merger Sub, with Edoc continuing as the surviving entity (the “Merger”), and with holders of Edoc securities receiving substantially identical securities of Pubco and (b) immediately prior to the Merger, Pubco will acquire all of the issued and outstanding ordinary shares of AOI from the Sellers in exchange for ordinary shares of Pubco, with AOI becoming a wholly-owned subsidiary of Pubco. For more information about the Business Combination, see our Current Reports on Form 8-K filed with the SEC on December 9, 2022 and April 6, 2023.

On August 23, 2023, Edoc executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) with AOI, Pubco and Arena Investors, LP, a Delaware limited partnership (“Arena”). Pursuant to the terms and conditions of the Securities Purchase Agreement, Arena agreed to purchase redeemable debentures and warrants of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the closing (the “Closing”) of the Business Combination. The Securities Purchase Agreement contemplates funding of the investment (the “Investment” or the “Arena PIPE”) across three tranches. The first closing of the PIPE for gross proceeds of $2,000,000, for consideration of secured convertible debentures and warrants, is conditioned upon completion of the Business Combination, which is subject to approval of Edoc’s shareholders, and other closing conditions set forth in the Securities Purchase Agreement. Additional tranches are subject to certain stock performance metrics of the combined company after the Business Combination. Among the closing conditions set forth in the Securities Purchase Agreement is the execution of a $50 million equity line of credit (the “ELOC”) between an affiliate of Arena and Pubco at the Closing of the Business Combination. For more information about the Arena PIPE and ELOC, see our Current Reports on Form 8-K filed with the SEC on August 24, 2023.

The Amended and Restated Memorandum of Association and Articles of Association which were adopted on November 9, 2020 previously provided that Edoc had until November 12, 2021 to complete its initial business combination, subject to up to two three-month extensions at the request of the Sponsor (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into Edoc’s Trust Account (as defined herein).

On November 9, 2021, American Physicians LLC (the “Sponsor”) requested that Edoc extend the date by which Edoc has to consummate a business combination from November 12, 2021, to February 12, 2022 (the “November 2021 Extension”). This extension was the first of up to two three-month extensions permitted under Edoc’s governing documents. In connection with such extension, the Sponsor loaned to Edoc and caused an aggregate of $900,000 to be deposited into the Trust Account on November 10, 2021.

In lieu of utilizing the second of the two three-month extensions permitted under Edoc’s governing documents, on February 9, 2022, Edoc held an extraordinary general meeting of shareholders to approve an extension of the date by which Edoc had to complete a business combination from February 12, 2022 to August 12, 2022 (the “February 2022 Extension”), which extension was incorporated into the Second Amended and Restated Memorandum and Articles of Association which were adopted at such meeting on February 9, 2022. In connection with shareholder approval of the extension, Edoc’s shareholders elected to redeem an aggregate of 6,326,758 Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”). As a result, an aggregate of $64,996,857.71 (or approximately $10.27 per share) was released from the Trust Account to pay such shareholders and 5,477,242 Ordinary Shares were issued and outstanding on February 11, 2022.

On August 12, 2022, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from August 12, 2022 to February 12, 2023 (the “August 2022 Extension”), which extension was incorporated into the Third Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 Class A Ordinary Shares. As a result, an aggregate of $6,660,150 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders and 4,830,625 Ordinary Shares were issued and outstanding on August 11, 2022. The Sponsor has also loaned to Edoc up to approximately $506,454 to support the August 2022 Extension, of which an aggregate of approximately $506,454 has been deposited into the Trust Account as of January 24, 2023 with an additional $834.65 of applicable interest deposited by the Sponsor on January 24, 2023 in connection with Edoc’s August 2022 extension.

On February 9, 2023, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from February 12, 2023 to August 12, 2023 (the “February 2023 Extension”), which extension was incorporated into the Fourth Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on February 9, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 1,172,247 Class A Ordinary Shares. As a result, an aggregate of approximately $12.5 million (or approximately $10.70 per share) was released from the Trust Account to pay such shareholders and 854,378 Class A Ordinary Shares were issued and outstanding on February 12, 2023. The Sponsor has also loaned to Edoc up to approximately $256,313.40 to support the February 2023 Extension, of which an aggregate of approximately $256,313.40 has been deposited into the Trust Account as of July 24, 2023.

On August 10, 2023, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from August 12, 2023 to November 12, 2023 (the “August 2023 Extension”), which extension was incorporated into the Fifth Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on August 10, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 21,501 Class A Ordinary Shares. As a result, an aggregate of approximately $241,574.33 (or approximately $11.23 per share) was released from the Trust Account to pay such shareholders and 832,877 Class A Ordinary Shares were issued and outstanding on August 10, 2023. The Sponsor has also loaned to Edoc up to approximately $124,931.55 to support the August 2023 Extension, of which an aggregate of approximately $85,437.80 has been deposited into the Trust Account as of October 12, 2023.

As a result of the August 2023 Extension, and as provided in the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc currently has until November 12, 2023 to complete its initial business combination (the “Termination Date”). Edoc’s board of directors (the “Board”) has determined that it is in the best interests of Edoc to seek an extension of the Termination Date and have Edoc’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Charter Extension, Edoc believes that there is some risk that it might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be precluded from completing the Business Combination and would be forced to liquidate even if the Edoc’s shareholders are otherwise in favor of consummating the Business Combination.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption.

Edoc reserves the right at any time to cancel the Meeting (by means of adjourning the Meeting sine die) and not to submit to its shareholders the Extension Amendment Proposal or to implement the Charter Extension.

As contemplated by the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, the holders of Edoc’s Class A Ordinary Shares, issued as part of the units sold in Edoc’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement units (“Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the holders of Public Shares remaining after the redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination.

As of October 10, 2023, the redemption price per share was approximately $11.41 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $9.5 million including interest not previously released to Edoc to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date (as defined below) was $11.45. Edoc cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Edoc believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Edoc does not complete the Business Combination on or before the Termination Date.

Additionally, if the Extension Amendment Proposal is approved and the Board decides to implement the Extension Amendment, the Sponsor or its designees have agreed to loan to us (a) $0.05 per public share (as defined below) that is not redeemed, for each calendar month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024, (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (each, a “Contribution”). Each Contribution will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly, the redemption amount per share at the meeting for such business combination or the Company’s liquidation will depend on the length of the extension period that will be needed to complete the business combination. For example, if we take until December 12, 2023, to complete our business combination, which would represent one calendar month, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make an aggregate Contribution of approximately $41,643.85, resulting in a total redemption amount of approximately $11.46 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). If we need the full amount of time, until May 12, 2024, to complete a business combination, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate Contributions of approximately $299,835.72, resulting in a total redemption amount of approximately $11.77 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. We will have the sole discretion whether to continue extending for additional calendar months until the Charter Extension Date. If we opt not to utilize any remaining portion of the Charter Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 12, 2023, as contemplated by and in accordance with the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edoc’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Edoc’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Meeting, vote at the Meeting.

The Auditor Ratification Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of the votes cast by the holders of the Ordinary Shares who, being present in person or represented by proxy and entitled to vote thereon at the Meeting, vote at the Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares, who, being present and entitled to vote at the Meeting, vote at the Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Meeting.

The Board has determined that it is in the best interests of Edoc’s shareholders that Edoc to seek an extension of the Termination Date and have Edoc’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination if needed. Edoc intends to call an extraordinary

general meeting of its shareholders to approve the Business Combination (referred to herein as the “Business Combination Meeting”). While Edoc is using its best efforts to complete the Business Combination on or before the Termination Date, the Board believes that it is in the best interests of Edoc shareholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Edoc will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Edoc believes that there is some risk that Edoc might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be precluded from completing the Business Combination and would be forced to liquidate even if Edoc’s shareholders are otherwise in favor of consummating the Business Combination.

The Board has fixed the close of business on October 10, 2023 (the “Record Date”) as the date for determining Edoc’s shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

Enclosed is the proxy statement containing detailed information about the Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you plan to attend the Meeting, Edoc urges you to read this material carefully and vote your shares.

		By Order of the Board of Directors of EDOC Acquisition Corp.
		/s/ Kevin Chen
		Kevin Chen
		Chief Executive Officer
		October 16, 2023

Your vote is very important. Whether or not you plan to attend the Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by those holders of Ordinary Shares, voting as a single class, who, being present and entitled to do so, vote at the Meeting. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares present in person or by proxy at the Meeting and entitled to vote thereon. Accordingly, if you fail to vote in person or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are approved by the requisite majorities. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Meeting of Shareholders to be held on November 6, 2023: This notice of meeting, the accompanying Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2022 are available at https://www.cstproxy.com/edocacquisition/sm2023.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF EDOC ACQUISITION CORP.
TO BE HELD ON NOVEMBER 6, 2023

To the Shareholders of EDOC Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders of EDOC Acquisition Corp., a Cayman Islands exempted company (“Edoc”), will be held on November 6, 2023, at 10 a.m., Eastern Time (the “Meeting”), at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/edocacquisition/sm2023. You will not be required to attend the meeting in person in order to vote, and we encourage virtual participation. You are cordially invited to attend the Meeting for the purpose of considering and voting on the following proposals (unless Edoc determines that it is not necessary to hold the Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated October 16, 2023 and is first being mailed to shareholders on or about October 16, 2023:

1. Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Edoc’s Fifth Amended and Restated Memorandum of Association and Articles of Association currently in effect to extend the date by which Edoc has to consummate a business combination (the “Charter Extension”) from November 12, 2023 to May 12, 2024 (or such earlier date as determined by Edoc’s board of directors (the “Board”)) (the “Charter Extension Date”) (the “Extension Amendment Proposal”). The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Fifth Amended and Restated Memorandum of Association and Articles of Association of Edoc Acquisition Corp. currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Sixth Amended and Restated Memorandum of Association and Articles of Association, in the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately, provided that this resolution shall not be validly passed and shall not be valid or effective if, after taking into account the redemption, Edoc’s net tangible assets immediately prior to the vote on this resolution being taken is less than US$5,000,001”;

2. Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the audit committee of the Board of Marcum LLP (“Marcum”) to serve as Edoc’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”); and

3. Proposal No. 3 — Adjournment Proposal — To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Edoc additional time to complete an initial business combination. On December 5, 2022, Edoc entered into a Business Combination (as amended on March 31, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to the Business Combination Agreement (the “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), AOI Merger Sub, upon execution of a Joinder, a to-be-formed Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Purchaser Representative”), in the capacity as the Purchaser Representative thereunder, Gary Seaton, in his capacity as the representative for the Sellers (as defined below) in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”) and each of the holders of AOI’s outstanding capital shares named on Annex I thereto (the “Primary Sellers”), as amended from time to time to include subsequent parties that execute and deliver to Edoc, Pubco and AOI a Joinder (the “Joining Sellers”), and the holders of AOI’s outstanding capital shares who are bound by the provisions of the Business Combination Agreement pursuant the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers”, and collectively with the Joining Sellers, the “Sellers”), pursuant to which Edoc will merge with and into Merger Sub, with Edoc continuing as the surviving entity (the “Merger”), and with holders of Edoc securities receiving substantially identical securities of Pubco and (b) immediately prior to the

Merger, Pubco will acquire all of the issued and outstanding ordinary shares of AOI from the Sellers in exchange for ordinary shares of Pubco, with AOI becoming a wholly-owned subsidiary of Pubco. For more information about the Business Combination, see our Current Reports on Form 8-K filed with the SEC on December 9, 2022 and April 6, 2023.

On August 23, 2023, Edoc executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) with AOI, Pubco and Arena Investors, LP, a Delaware limited partnership (“Arena”). Pursuant to the terms and conditions of the Securities Purchase Agreement, Arena agreed to purchase redeemable debentures and warrants of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the closing (the “Closing”) of the Business Combination. The Securities Purchase Agreement contemplates funding of the investment (the “Investment” or the “Arena PIPE”) across three tranches. The first closing of the PIPE for gross proceeds of $2,000,000, for consideration of secured convertible debentures and warrants, is conditioned upon completion of the Business Combination, which is subject to approval of Edoc’s shareholders, and other closing conditions set forth in the Securities Purchase Agreement. Additional tranches are subject to certain stock performance metrics of the combined company after the Business Combination. Among the closing conditions set forth in the Securities Purchase Agreement is the execution of a $50 million equity line of credit (the “ELOC”) between an affiliate of Arena and Pubco at the closing of the Business Combination. For more information about the Arena PIPE and ELOC, see our Current Reports on Form 8-K filed with the SEC on August 24, 2023.

The Amended and Restated Memorandum of Association and Articles of Association which were adopted on November 9, 2020 (the “First Amended and Restated Memorandum and Articles of Association”) previously provided that Edoc had until November 12, 2021 to complete its initial business combination, subject to up to two three-month extensions at the request of the Sponsor (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into Edoc’s Trust Account (as defined herein).

On November 9, 2021, the Sponsor requested that Edoc extend the date by which Edoc has to consummate a business combination from November 12, 2021, to February 12, 2022 (the “November 2021 Extension”). This extension was the first of up to two three-month extensions permitted under Edoc’s governing documents. In connection with such extension, the Sponsor loaned to Edoc and caused an aggregate of $900,000 to be deposited into the Trust Account on November 10, 2021.

In lieu of utilizing the second of the two three-month extensions permitted under Edoc’s governing documents, on February 9, 2022, Edoc held an extraordinary general meeting of shareholders to approve an extension of the date by which Edoc had to complete a business combination from February 12, 2022 to August 12, 2022 (the “February 2022 Extension”), which extension was incorporated into the Second Amended and Restated Memorandum and Articles of Association which were adopted at such meeting on February 9, 2022. In connection with shareholder approval of the extension, Edoc’s shareholders elected to redeem an aggregate of 6,326,758 Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”). As a result, an aggregate of $64,996,857.71 (or approximately $10.27 per share) was released from the Trust Account to pay such shareholders and 5,477,242 Ordinary Shares were issued and outstanding on February 11, 2022.

On August 12, 2022, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from August 12, 2022 to February 12, 2023 (the “August 2022 Extension”), which extension was incorporated into the Third Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 Class A Ordinary Shares. As a result, an aggregate of $6,660,150 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders and 4,830,625 Ordinary Shares were issued and outstanding on August 11, 2022. The Sponsor has also loaned to Edoc up to approximately $506,454 to support the August 2022 Extension, of which an aggregate of approximately $506,454 has been deposited into the Trust Account as of January 24, 2023 with an additional $834.65 of applicable interest deposited by the Sponsor on January 24, 2023 in connection with Edoc’s August 2022 extension.

On February 9, 2023, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from February 12, 2023 to August 12, 2023 (the “February 2023 Extension”), which extension was incorporated into the Fourth Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on February 9, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 1,172,247 Class A Ordinary Shares. As a result, an aggregate of approximately $12.5 million (or approximately $10.70 per share) was released from the Trust Account to

pay such shareholders and 854,378 Class A Ordinary Shares were issued and outstanding on February 12, 2023. The Sponsor has also loaned to Edoc up to approximately $256,313.40 to support the February 2023 Extension, of which an aggregate of approximately $256,313.40 has been deposited into the Trust Account as of October 10, 2023.

On August 10, 2023, Edoc held an extraordinary general meeting of shareholders to approve a further extension of the date by which Edoc had to complete a business combination from August 12, 2023 to November 12, 2023 (the “August 2023 Extension”), which extension was incorporated into the Fifth Amended and Restated Memorandum and Articles of Association, which were adopted at such meeting on August 10, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 21,501 Class A Ordinary Shares. As a result, an aggregate of approximately $241,574.33 (or approximately $11.23 per share) was released from the Trust Account to pay such shareholders and 832,877 Class A Ordinary Shares were issued and outstanding on August 10, 2023. The Sponsor has also loaned to Edoc up to approximately $124,931.55 to support the August 2023 Extension, of which an aggregate of approximately $85,437.80 has been deposited into the Trust Account as of October 12, 2023.

As a result of the August 2023 Extension, and as provided in the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc currently has until November 12, 2023 to complete its initial business combination (the “Termination Date”). Edoc’s board of directors (the “Board”) has determined that it is in the best interests of Edoc to seek an extension of the Termination Date and have Edoc’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Charter Extension, Edoc believes that it will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be precluded from completing the Business Combination and would be forced to liquidate.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption.

Edoc reserves the right at any time to cancel the Meeting (by means of adjourning the Meeting sine die) and not to submit to its shareholders the Extension Amendment Proposal or to implement the Charter Extension.

As contemplated by the Fifth Amended and Restated Memorandum and Articles of Association, the holders of Edoc’s Class A Ordinary Shares, issued as part of the units sold in Edoc’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement units (“Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), holders of Public Shares remaining after the redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the trust account upon consummation of an initial business combination.

As of October 10, 2023, the redemption price per share was approximately $11.41 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $9.5 million (including interest not previously released to Edoc to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $11.45. Edoc cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Edoc believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Edoc does not complete the Business Combination on or before the Termination Date.

If Edoc’s shareholders approve the Business Combination at the extraordinary general meeting of its shareholders to approve the Business Combination (the “Business Combination Meeting”) and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Edoc intends to use its best efforts to complete the Business Combination on or before the Termination Date. Edoc will cancel the Meeting (by means of adjourning the Meeting sine die) and will not

implement the Extension if, on or before November 6, 2023, it is able to complete the Business Combination. Edoc intends to hold the Meeting to approve the Extension and file the proposed amendment to its Fifth Amended and Restated Memorandum and Articles of Association only if it has determined as of the time of the Meeting that it may not be able to complete the Business Combination on or before the Termination Date. If Edoc does not implement the Extension, it will not redeem any public shares submitted for redemption solely in connection with the Meeting (but will redeem all public shares submitted for redemption in connection with the Business Combination Meeting).

If the Extension Amendment Proposal is approved and the Board decides to implement the Extension Amendment, the Sponsor or its designees have agreed to loan to us (a) $0.05 per public share (as defined below) that is not redeemed, for each calendar month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024, (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (each, a “Contribution”). Each Contribution will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly, the redemption amount per share at the meeting for such business combination or the Company’s liquidation will depend on the length of the extension period that will be needed to complete the business combination. For example, if we take until December 12, 2023, to complete our business combination, which would represent one calendar month, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make an aggregate Contribution of approximately $41,643.85, resulting in a total redemption amount of approximately $11.46 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). If we need the full amount of time, until May 12, 2024, to complete a business combination, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate Contributions of approximately $299,835.72, resulting in a total redemption amount of approximately $11.77 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. We will have the sole discretion whether to continue extending for additional calendar months until the Charter Extension Date. If we opt not to utilize any remaining portion of the Charter Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

If the Extension Amendment Proposal is not approved, the Sponsor or its designees do not elect to make the Charter Extension Payment, or the Business Combination is not completed on or before the Termination Date, November 12, 2023, as contemplated by and in accordance with the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edoc’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Edoc’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

To exercise your redemption rights, you must tender your Public Shares to Edoc’s transfer agent at least two business days prior to the Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Meeting, vote at the Meeting.

The Auditor Ratification Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of the votes cast by the holders of the Ordinary Shares who, being present in person or represented by proxy and entitled to vote thereon at the Meeting, vote at the Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares, who, being present and entitled to vote at the Meeting, vote at the Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Meeting.

Record holders of Ordinary Shares at the close of business on October 10, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Meeting. On the Record Date, there were 3,636,876 issued and outstanding Class A Ordinary Shares and 1 issued and outstanding Class B Ordinary Share. Edoc’s warrants and rights do not have voting rights.

This proxy statement contains important information about the Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you plan to attend the Meeting, Edoc urges you to read this material carefully and vote your shares.

This proxy statement is dated October 16, 2023 and is first being mailed to shareholders on or about October 16, 2023.

		By Order of the Board of Directors of EDOC Acquisition Corp.
		/s/ Kevin Chen
		Kevin Chen
		Chief Executive Officer
		October 16, 2023

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
QUESTIONS AND ANSWERS ABOUT THE MEETING		1
RISK FACTORS		13
MEETING OF EDOC SHAREHOLDERS		19
Date, Time and Place of Meeting		19
The Proposals at the Meeting		19
Voting Power; Record Date		19
Recommendation of the Board		19
Quorum and Required Vote for the Proposals for the Meeting		20
Voting Your Shares — Shareholders of Record		20
Voting Your Shares — Beneficial Owners		21
Attending the Meeting		21
Revoking Your Proxy		21
No Additional Matters		22
Who Can Answer Your Questions about Voting		22
Redemption Rights		22
Appraisal Rights		23
Proxy Solicitation Costs		23
Interests of the Sponsor and Edoc’s Directors and Officers		23
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL		25
Overview		25
Reasons for the Extension Amendment Proposal		25
If the Extension Amendment Proposal is Not Approved		26
If the Extension Amendment Proposal is Approved		26
Redemption Rights		27
Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights		28
Vote Required for Approval		34
Recommendation of the Board		34
PROPOSAL NO. 2 — THE AUDITOR RATIFICATION PROPOSAL		35
Overview		35
Audit Fees		35
Audit-Related Fees		35
Tax Fees		35
All Other Fees		35
Pre-Approval Policy		35
Vote Required for Approval		35
Recommendation of the Board		36
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		37
Overview		37
Consequences if the Adjournment Proposal is Not Approved		37
Vote Required for Approval		37
Recommendation of the Board		37
BUSINESS OF EDOC AND CERTAIN INFORMATION ABOUT EDOC		38
General		38
BENEFICIAL OWNERSHIP OF SECURITIES		43
FUTURE SHAREHOLDER PROPOSALS		45
HOUSEHOLDING INFORMATION		46
WHERE YOU CAN FIND MORE INFORMATION		47
ANNEX A		A-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Edoc’s current views with respect to, among other things, Edoc’s capital resources and results of operations. Likewise, Edoc’s financial statements and all of Edoc’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Edoc’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Edoc does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Edoc’s ability to complete the Business Combination;

• Edoc’s ability to maintain a listing on the Nasdaq Capital Market prior to completing an initial Business Combination;

• the anticipated benefits of the Business Combination;

• the volatility of the market price and liquidity of the Class A Ordinary Shares and other securities of Edoc; and

• the use of funds not held in the Trust Account (as described herein) or available to Edoc from interest income on the Trust Account balance.

While forward-looking statements reflect Edoc’s good faith beliefs, they are not guarantees of future performance. Edoc disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Edoc’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Edoc’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2023, Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 12, 2023, Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, as filed with the SEC on August 8, 2023 and in other reports Edoc files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Edoc (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Meeting and the proposals to be presented at the Meeting. The following questions and answers do not include all the information that is important to Edoc shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred to herein, to fully understand the proposals to be presented at the Meeting and the voting procedures for the Meeting, which will be held on November 6, 2023, at 10 a.m., Eastern Time. The Meeting will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. You will not be required to attend the meeting in person in order to vote, and we encourage virtual participation. You can participate in the Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/edocacquisition/sm2023.

Q: Why am I receiving this proxy statement?

A: Edoc is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020 for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. On November 12, 2020, Edoc consummated its initial public offering of 9,000,000 units, each consisting of one Class A Ordinary Share, one redeemable warrant to purchase one-half (1/2) of one Class A Ordinary Share at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the Edoc’s initial business combination (“Units”), generating an aggregate amount of gross proceeds of $90,000,000. Simultaneously with the closing of the initial public offering, Edoc consummated the private placement of an aggregate of 479,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,790,000. The total offering generated an aggregate amount of gross proceeds of $94,790,000 to Edoc.

Like most blank check companies, Edoc’s Fifth Amended and Restated Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination(s) consummated on or before the Termination Date.

Pursuant to the Fifth Amended and Restated Memorandum and Articles of Association, we currently have until November 12, 2023 to consummate an initial business combination. Edoc believes that it is in the best interests of Edoc’s shareholders to continue Edoc’s existence until the Charter Extension Date, if necessary, in order to allow Edoc additional time to complete the Business Combination and is therefore holding this Meeting.

Edoc will separately hold the Business Combination Meeting to approve the Business Combination.

If Edoc’s shareholders approve the Business Combination at the Business Combination Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Edoc intends to use its best efforts to complete the Business Combination on or before the Termination Date. Edoc will cancel the Meeting (by means of adjourning the Meeting sine die) and will not implement the Extension if, on or before November 6, 2023, it is able to complete the Business Combination. Edoc intends to hold the Meeting to approve the Extension and file the proposed amendment to its Fifth Amended and Restated Memorandum and Articles of Association only if it has determined as of the time of the Meeting that it may not be able to complete the Business Combination on or before the Termination Date. If Edoc does not implement the Extension, it will not redeem any public shares submitted for redemption solely in connection with the Meeting (but will redeem all public shares submitted for redemption in connection with the Business Combination Meeting).

This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting.

Q: What are the specific proposals on which I am being asked to vote at the Meeting?

A: Edoc shareholders are being asked to consider and vote on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Edoc’s Fifth Amended and Restated Memorandum and Articles of Association currently in effect to extend the date by which Edoc has to consummate a Business Combination (the “Charter Extension”) from November 12, 2023 to May 12, 2024 (or such earlier date as determined by the Board) (the “Charter Extension Date”) (the “Extension Amendment Proposal”);

2. Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the audit committee of the Board of Marcum LLP (“Marcum”) to serve as Edoc’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”); and

3. Proposal No. 3 — Adjournment Proposal — To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

Q: Why does the Company need to hold an annual meeting?

A: The Special Meeting is also being held, in part, to satisfy the annual meeting requirement of Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq Listing Rule 5620(a) requires that we hold an annual meeting of shareholders within 12 months after our fiscal year ended December 31, 2022 to give our shareholders an opportunity to meet and ask questions of management. In addition to sending our shareholders this Proxy Statement, we are also sending our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Q: When and where is the Meeting?

A: The Meeting will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. The webcast will start at 10 a.m. Eastern Time, on November 6, 2023.

Q: Can I attend the Meeting in person?

A: Yes. The Meeting will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. The webcast will start at 10 a.m. Eastern Time, on November 6, 2023. Any shareholder can listen to and participate in the Meeting live via the Internet at https://www.cstproxy.com/edocacquisition/sm2023.

Q: What do I need in order to be able to participate in the Meeting online?

A: You can attend the Meeting via the Internet by visiting https://www.cstproxy.com/edocacquisition/sm 2023. You will need the voter control number included on your proxy card in order to be able to vote your shares during the Meeting. If you do not have a voter control number, you will be able to listen to the meeting only and you will not be able to vote during the Meeting.

Q: Are the proposals conditioned on one another?

A: Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption.

If the Charter Extension is implemented and one or more Edoc shareholders elect to redeem their Public Shares pursuant to the redemption, Edoc will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Edoc’s use in connection with consummating the Business Combination on or before the Charter Extension Date.

If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount held in the Trust Account following the election by Edoc shareholders. Edoc cannot predict the amount that will remain in the Trust Account following the redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $9.5 million that was in the Trust Account as of October 10, 2023. In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption.

Additionally, if the Extension Amendment Proposal is approved and the Board decides to implement the Extension Amendment, the Sponsor or its designees have agreed to loan to us (a) $0.05 per public share (as defined below) that is not redeemed, for each calendar month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024, (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (each, a “Contribution”). Each Contribution will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly, the redemption amount per share at the meeting for such business combination or the Company’s liquidation will depend on the length of the extension period that will be needed to complete the business combination. For example, if we take until December 12, 2023, to complete our business combination, which would represent one calendar month, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make an aggregate Contribution of approximately $41,643.85, resulting in a total redemption amount of approximately $11.46 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). If we need the full amount of time, until May 12, 2024, to complete a business combination, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate Contributions of approximately $299,835.72, resulting in a total redemption amount of approximately $11.77 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. We will have the sole discretion whether to continue extending for additional calendar months until the Charter Extension Date. If we opt not to utilize any remaining portion of the Charter Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 12, 2023, as contemplated by and in accordance with the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edoc’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Edoc’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the officers and directors of Edoc waived their rights to participate in any liquidating distribution with respect to the 1 Class B Ordinary Share and 2,099,152 Class A Ordinary Shares (of which 414,000 Class A Ordinary Shares are underlying the Private Placement Units held by them). There will be no distribution from the Trust Account with respect to Edoc’s warrants or Rights, which will expire worthless in the event Edoc dissolves and liquidates the Trust Account.

The Adjournment Proposal is conditioned on Edoc not obtaining the necessary votes for approving the Extension Amendment Proposal prior to the Meeting in order to seek additional time to obtain sufficient votes in support of the Charter Extension.

Q: Why is Edoc proposing the Extension Amendment Proposal and the Adjournment Proposal?

A: Edoc’s Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Edoc additional time to complete the Business Combination.

Without the Charter Extension, Edoc believes that it will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be forced to liquidate.

If the Extension Amendment Proposal is not approved by Edoc’s shareholders, Edoc may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension. If the Adjournment Proposal is not approved by Edoc’s shareholders, the Board may not be able to adjourn the Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

Edoc reserves the right at any time to cancel the Meeting (by means of adjourning the Meeting sine die) and not to submit to its shareholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Meeting is cancelled and the Business Combination Meeting is not held on or before the Termination Date, Edoc will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

You are not being asked to vote on the Business Combination at the Meeting. The vote by Edoc shareholders on the Business Combination will occur at the separate Business Combination Meeting and the solicitation of proxies from Edoc shareholders in connection with such separate Business Combination Meeting, and the related right of Edoc shareholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal), is the subject of a separate proxy statement/prospectus.

Q: What vote is required to approve the proposals presented at the Meeting?

A: The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Meeting, vote at the Meeting.

The Auditor Ratification Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of the votes cast by the holders of the Ordinary Shares who, being present in person or represented by proxy and entitled to vote thereon at the Meeting, vote at the Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares, who, being present and entitled to vote at the Meeting, vote at the Meeting.

An Edoc shareholder who attends the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending its duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such Edoc shareholder will be counted) for the purposes of determining whether a quorum is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes which are actually cast, either “FOR” or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Meeting will

have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal.

Q: Why should I vote “FOR” the Extension Amendment Proposal?

A: Edoc believes shareholders will benefit from Edoc consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Edoc has to complete a Business Combination until the Charter Extension Date. Without the Charter Extension, Edoc believes that it will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be forced to liquidate.

Q: Why should I vote “FOR” the Adjournment Proposal?

A: If the Adjournment Proposal is not approved by Edoc’s shareholders, the Board may not be able to adjourn the Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

Q: How will the Sponsor and Edoc’s directors and officers vote?

A: The Sponsor and Edoc’s directors and officers have advised Edoc that they intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal.

The Sponsor and Edoc’s directors and officers and their respective affiliates are not entitled to redeem any Class B Ordinary Shares or Class A Ordinary Shares underlying the Private Placement Units held by them in connection with the Extension Amendment Proposal. On the Record Date, the Sponsor and Edoc’s directors and officers and their respective affiliates beneficially owned and were entitled to vote an aggregate of 1 Class B Ordinary Share and 2,099,152 Class A Ordinary Shares (of which 414,000 Class A Ordinary Shares are underlying the Private Placement Units) held by the Sponsor and the officers and directors of Edoc, representing approximately 57.7% of Edoc’s issued and outstanding Ordinary Shares.

Q: What if I do not want to vote “FOR” the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal?

A: If you do not want the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

If you attend the Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the Meeting in person or by proxy, or if you do attend the Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes.

If the Extension Amendment Proposal and the Auditor Ratification Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q: Will you seek any further extensions to liquidate the Trust Account?

A: Other than as described in this proxy statement, Edoc does not currently anticipate seeking any further extension to consummate a Business Combination beyond the Charter Extension Date.

Q: What happens if the Extension Amendment Proposal is not approved?

A: If there are insufficient votes to approve the Extension Amendment Proposal, Edoc may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension.

If the Extension Amendment Proposal is not approved at the Meeting or at any adjournment thereof and the Business Combination is not completed on or before the Termination Date, then as contemplated by and in accordance with the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edoc’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Edoc’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the officers and directors of Edoc waived their rights to participate in any liquidation distribution with respect to the 1 Class B Ordinary Share and 2,099,152 Class A Ordinary Shares (of which 414,000 Class A Ordinary Shares are underlying the Private Placement Units held by them). Additionally, the Backstop Investors (as defined herein) have waived their rights to participate in any liquidation distribution with respect to their Class B Ordinary Shares. There will be no distribution from the Trust Account with respect to Edoc’s warrants or Rights, which will expire worthless in the event Edoc dissolves and liquidates the Trust Account.

Q: If the Extension Amendment Proposal is approved, what happens next?

A: If the Extension Amendment Proposal is approved, Edoc will continue to attempt to consummate the Business Combination on or before the Charter Extension Date. Edoc will file the Sixth Amended and Restated Memorandum and Articles of Association with the Registrar of Companies of the Cayman Islands in the form that appears in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at an extraordinary general meeting and consummate the closing of the Business Combination on or before the Charter Extension Date.

If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Edoc held by Edoc’s officers, directors, the Sponsor and its affiliates. In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption. Edoc will also not proceed with the Charter Extension if Edoc completes the Business Combination on or before the Termination Date.

Additionally, if the Extension Amendment Proposal is approved and the Board decides to implement the Extension Amendment, the Sponsor or its designees have agreed to loan to us (a) $0.05 per public share (as defined below) that is not redeemed, for each calendar month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024, (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (each, a “Contribution”). Each Contribution will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly, the redemption amount per share at the meeting for such business combination or the Company’s liquidation will depend on the length of the extension period that will be needed to complete the business combination. For example, if we take until December 12, 2023, to complete our business combination, which would represent one calendar month, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make an aggregate Contribution of approximately $41,643.85, resulting in a total redemption amount of approximately $11.46 per share, in comparison to the current redemption amount

of approximately $11.41 per share (plus any applicable interest accrued). If we need the full amount of time, until May 12, 2024, to complete a business combination, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate Contributions of approximately $299,835.72, resulting in a total redemption amount of approximately $11.77 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. We will have the sole discretion whether to continue extending for additional calendar months until the Charter Extension Date. If we opt not to utilize any remaining portion of the Charter Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

Q: If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?

A: Yes. Whether you vote for or against the Extension Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you must submit a redemption request for your shares in order to effect such redemption.

Q: Will how I vote affect my ability to exercise Redemption rights?

A: No. You may exercise your Redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Shares of Edoc on the Extension Amendment Proposal (for or against) or any other proposal described by this proxy statement. As a result, the Charter Extension can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote by:

• entering a new vote by Internet or telephone;

• sending a later-dated, signed proxy card to Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY 14564, Attn: Kevin Chen, Chief Executive Officer, so that it is received by Edoc’s Chief Executive Officer on or before the Meeting; or

• attending and voting, virtually via the Internet, during the Meeting.

You also may revoke your proxy by sending a notice of revocation to Edoc’s Chief Executive Officer, which must be received by Edoc’s Chief Executive Officer on or before the Meeting. Attending the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Meeting, vote at the Meeting. Approval each of the Auditor Ratification Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares, who, being present and entitled to vote at the Meeting, vote at the Meeting.

Shareholders who attend the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present

at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes which are actually cast, either “FOR” or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Edoc believes that all of the proposals presented to the shareholders at this Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal or the Adjournment Proposal.

Q: What constitutes a quorum at the Meeting?

A: The holders of a majority of the issued and outstanding Ordinary Shares entitled to vote as of the Record Date at the Meeting must be present, in person or by proxy (or, in the case of a holder which is a corporation or other non-natural person, by its duly authorized representative or proxy), at the Meeting to constitute a quorum and in order to conduct business at the Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, who beneficially owns approximately 57.7% of Edoc’s issued and outstanding Ordinary Shares, will count towards this quorum. As a result, Edoc believes it will have sufficient votes to constitute a quorum.

Q: How do I vote?

A: If you were a holder of record of Ordinary Shares on October 10, 2023, the Record Date for the Meeting, you may vote with respect to the proposal yourself at the Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Meeting so that your shares will be voted if you are unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 6, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card.

Voting by Telephone. If available, you may dial the telephone number as provided on the proxy card and follow the instructions.

Q: Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal?

A: Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Edoc and its shareholders. The Board recommends that Edoc’s shareholders vote “FOR” the Extension Amendment Proposal.

Additionally, the Board has determined that the Auditor Ratification Proposal and the Adjournment Proposal is in the best interests of Edoc and its shareholders and recommends that Edoc’s shareholders vote “FOR” the Auditor Ratification Proposal and the Adjournment Proposal.

Q: What interests do Edoc’s directors and officers have in the approval of the Extension Amendment Proposal?

A: Edoc’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Ordinary Shares and Class A Ordinary Shares, Rights and warrants underlying Private Placement Units. See the section entitled “Meeting of Edoc Shareholders — Interests of the Sponsor and Edoc’s Directors and Officers” in this proxy statement.

Q: Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal?

A: No. There are no appraisal rights available to Edoc’s shareholders in connection with the Extension Amendment Proposal.

Q: If I am a Public Warrant (defined below) or Right holder, can I exercise redemption rights with respect to my Public Warrants or Rights?

A: No. The holders of warrants issued in connection with Edoc’s initial public offering which are exercisable for one-half (1/2) of one Class A ordinary share at an exercise price of $11.50 per Class A Ordinary Share (the “Public Warrants”) and the holders of Rights issued in connection with Edoc’s initial public offering to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of Edoc’s initial business combination have no redemption rights with respect to such Public Warrants or Rights.

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I exercise my redemption rights?

A: In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, Edoc’s shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Meeting, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated November 9, 2020, filed in connection with Edoc’s initial public offering.

In order to exercise your redemption rights, you must, on or before 5:00 p.m., Eastern Time, on November 2, 2023 (two business days before the Meeting), tender your shares physically or electronically and submit a request in writing that Edoc redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, LLC, Edoc’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Edoc shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Edoc’s understanding that Edoc shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Edoc does not have any control over this process and it may take longer than two weeks. Edoc shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Edoc shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

In the event that a public shareholder tenders its shares and decides that it does not want to redeem its shares, the shareholder may withdraw the tender at any time prior to the Meeting. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved.

Q: Am I able to exercise my redemption rights in connection with the Business Combination?

A: If you are a holder of public shares as of the close of business on the record date for the Business Combination Meeting, you will be able to vote to approve the Business Combination at such Business Combination Meeting. The Meeting relating to the Extension Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the Business Combination, subject to any limitations set forth in Edoc’s currently effective Fifth Amended and Restated Memorandum and Articles of Association (including the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is two business days before the Business Combination Meeting).

Any written demand of redemption rights must specify whether the redemption is being made in connection with the Extension or the Business Combination. Otherwise, if the Meeting is abandoned and the Business Combination Meeting is held on or prior to November 12, 2023, your redemption request will not automatically apply to the Business Combination, and you will need to submit a separate written demand to affirmatively exercise your redemption rights in connection with the Business Combination.

If Edoc’s shareholders approve the Business Combination at the Business Combination Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Edoc intends to use its best efforts to complete the Business Combination on or before the Termination Date. Edoc will cancel the Meeting (by means of adjourning the Meeting sine die) and will not implement the Extension if, on or before November 12, 2023, it is able to complete the Business Combination. Edoc intends to hold the Meeting to approve the Extension and file the proposed amendment to its Fifth Amended and Restated Memorandum and Articles of Association only if it has determined as of the time of the Meeting that it may not be able to complete the Business Combination on or before the Termination Date. If Edoc does not implement the Extension, it will not redeem any public shares submitted for redemption solely in connection with the Meeting (but will redeem all public shares submitted for redemption in connection with the Business Combination Meeting).

Q: What should I do if I receive more than one set of voting materials for the Meeting?

A: You may receive more than one set of voting materials for the Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Separate voting materials will be mailed to Edoc shareholders for the Business Combination Meeting. Please complete, sign, date and return each proxy card and voting instruction card that you receive relating to both the Meeting and Business Combination Meeting in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies for the Meeting?

A: Edoc will pay the cost of soliciting proxies for the Meeting. Edoc has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. Edoc will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Edoc may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Edoc Acquisition Corp.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
Attention: Kevin Chen
Tel: (585) 678-1198
Email: kevin.chen@edocmed.net

You may also contact the proxy solicitor for Edoc at:

Karen Smith
President & CEO
Advantage Proxy
PO Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on January 24, 2023, our Quarterly Reports on Form 10-Q filed with the SEC on May 12, 2023 and August 8, 2023, the Registration Statement on Form F-4 and related amendments and supplements that will be filed with the SEC in connection with the Business Combination (the “Form F-4”) and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension will enable us to complete a business combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business Combination will be consummated prior to the Charter Extension Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Charter Extension is approved, the Company expects to seek shareholder approval of the Business Combination following the SEC declaring the Form F-4 effective, which will include our preliminary proxy statement/prospectus for the Business Combination. The Form F-4 has not been declared effective by the SEC, and the Company cannot complete the Business Combination unless the Form F-4 is declared effective. As of the date of this proxy statement, the Company cannot estimate when, or if, the SEC will declare the Form F-4 effective.

We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Nasdaq may delist EDOC’s securities from trading on its exchange prior to the Business Combination, which could limit investors’ ability to make transactions in EDOC’s securities and subject it to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on Nasdaq in the future and prior to the Business Combination. In order to continue listing our securities on Nasdaq prior to an initial Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $35,000,000) and a minimum number of holders of our securities (generally 300 round-lot holders).

On April 14, 2022, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $35 million minimum requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).

On October 13, 2022, we received a determination letter (the “Letter”) from the Staff stating that EDOC has not regained compliance with the MVLS Requirement, since our Ordinary Shares were below the $35 million minimum MVLS and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day grace period granted to EDOC.

Pursuant to the Letter, unless we requested a hearing to appeal this determination by 4:00 p.m. Eastern Time on October 20, 2022, our Ordinary Shares were to be delisted from The Nasdaq Capital Market, trading of our Ordinary Shares would be suspended at the opening of business on October 24, 2022, and a Form 25-NSE will be filed with the SEC, which would remove our securities from listing and registration on Nasdaq.

On October 20, 2022, the Nasdaq Hearings Panel (the “Panel”) granted us a hearing to appeal the Staff’s determination, and on December 1, 2022, we attended the hearing before the Panel.

On December 20, 2022, the Panel issued its decision (“Decision”) to grant our request for continued listing on Nasdaq until April 11, 2023, subject to certain conditions, including that the Company will, within certain agreed timeframes: (i) file a registration statement on Form F-4 with the SEC as part of the initial business combination with AOI; (ii) file its annual report on Form 10-K for the fiscal year ended December 31, 2022 with the SEC; (iii) obtain shareholder approval to extend its deadline to complete an initial business combination; and (iv) close the Business Combination and demonstrate compliance with all initial listing standards as required by Nasdaq Listing Rule 5505. As a result of the Decision, during the exception period, our Ordinary Shares, rights and warrants will continue to trade on Nasdaq under symbols “ADOC,” “ADOCR,” and “ADOCW,” respectively.

On January 5, 2023, we received an additional determination letter from the Staff stating that Edoc has not held an annual meeting of shareholders in compliance with Nasdaq Listing Rule 5620(a). Edoc held its extraordinary meeting in lieu of an annual meeting on February 9, 2023, which brought us in compliance with Nasdaq Listing Rule 5620 (a), and its shareholders approved an extension of the business combination deadline.

On March 21, 2023, Edoc received a letter from the Staff confirming that Edoc has regained compliance with the market value of listed securities concern, as required by the Panel decision dated December 20, 2022. The letter provides that the Staff has determined that Edoc has also regained compliance with the annual shareholder meeting requirement. For these reasons, the Panel has determined to continue the listing of Edoc’s securities on The Nasdaq Stock Market and has closed the matter set forth in the foregoing paragraphs.

On September 25, 2023, EDOC received a deficiency letter from the Staff that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”). The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has 45 calendar days, or until November 9, 2023 to submit a plan to regain compliance with the Minimum Public Holders Requirement.

If Nasdaq delists our securities from trading on its exchange, whether due to our inability to comply with the Decision or otherwise, and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• Our ability to complete an initial Business Combination with a target company contemplating a Nasdaq listing;

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, ordinary shares, warrants and rights are currently listed on Nasdaq, our units, ordinary shares, warrants and rights are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

The Charter Extension contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.

Edoc is listed on The Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of Edoc, would be November 12, 2023 (the “Nasdaq Deadline”). The Extension to the Charter Extension Date contemplated by the Extension Amendment Proposal, would extend Edoc’s Termination Date beyond the Nasdaq Deadline. As a result, the Extension contemplated by the Extension Amendment Proposal does not comply with Nasdaq rules. There is a risk that trading in Edoc’s securities may be suspended and Edoc may be subject to delisting by Nasdaq if the Extension Amendment Proposal is approved. We cannot assure that Nasdaq will not delist the Company in the event the Extension Amendment Proposal is approved and the Company does not complete one or more business combinations by the Nasdaq Deadline, that we will be able to obtain a hearing with Nasdaq’s Hearings Panel to appeal the delisting determination, or that our securities will not be suspended pending the Hearing Panel’s decision.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, as discussed in “Risk Factors — Nasdaq may delist EDOC’s securities from trading on its exchange prior to the Business Combination, which could limit investors’ ability to make transactions in EDOC’s securities and subject it to additional trading restrictions” above.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our Business Combination and may constrain the circumstances under which we could complete a business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs of negotiating and completing a business combination and the time required to consummate a transaction, and may constrain the circumstances under which we could complete a business combination.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company.

There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate

the Company. Were we to liquidate, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on January 5, 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which would reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on January 5, 2023, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or liquidation. Following such liquidation, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments;

however, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a national bank could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation. Were we to liquidate, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

In the event that we are deemed to be an investment company, despite any change in investments in the Trust Account, we may be required to liquidate the Company, and the longer the period before the investment change, the greater the risk of being considered an investment company.

We may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals within the requisite time period may require us to liquidate.

The Company’s Sponsor is American Physicians LLC, a Delaware limited liability company. The sponsor currently owns 1 Class B Ordinary Share, 1,685,152 Class A Ordinary Shares, and 414,000 Private Placement Units, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Xiaoping Becky Zhang is the sole managing member of the Sponsor and a U.S. citizen. Other members of the Sponsor include certain officers and directors of the Company. The sponsor is not controlled by a non-U.S. person. To the best of the Company’s knowledge, other than the members holding an approximate 9.4% minority interest in the sponsor, the sponsor does not have substantial ties with any non-U.S. persons. Approximately 90.6% of the total allocated membership interests in the Sponsor are owned by U.S. persons on a look-through basis. Of the approximately 9.4% of interests in the Sponsor owned by non-U.S. persons on a look-through basis, 0.6% are owned by persons in China, 8.6% are owned by a person in Macau and 0.2% are owned by a person in Canada. The Sponsor is expected to own approximately 9.1% of the combined entity following the Business Combination.

We do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and regulations. However, if CFIUS considers us to be a “foreign person” and AOI a U.S. business that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with AOI falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business

Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.

Although we do not believe we or our sponsor are a “foreign person”, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If we were to seek an initial business combination other than the Business Combination, the pool of potential targets with which we could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive approximately $11.41 per share (or up to $11.71 per share if the full Extension is utilized and assuming no redemptions in connection with Extension Amendment Proposal), and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in AOI and the chance of realizing future gains on your investment through any price appreciation in the combined company.

A 1% U.S. federal excise tax may decrease the value of our securities following our initial business combination, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

Pursuant to the Inflation Reduction Act of 2022 (the “IR Act”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax would apply with respect to redemptions of shares in connection with a business combination or other stockholder vote pursuant to which shareholders would have a right to submit their shares for redemption (a “Redemption Event”). The excise tax is imposed on the repurchasing corporation and not on its shareholders. The amount of the excise tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax.

If the deadline for us to complete a business combination (currently November 12, 2023) is extended, our public shareholders will have the right to require us to redeem their Public Shares. Because we are a Cayman Islands company, any redemption or other repurchase that occurs in connection with an initial business combination — particularly one that involves our combination with a U.S. entity and/or our re-domestication as a U.S. corporation — may be subject to the excise tax. The extent to which we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination), (iii) if we fail to timely consummate a business combination and liquidate in a taxable year following a Redemption Event and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the excise tax remains to be determined. Any excise tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us to complete a business combination and could affect our ability to complete a business combination.

Since the Sponsor and Edoc’s affiliates will lose their entire investment in Edoc if an initial business combination is not completed, they may have a conflict of interest in the approval of the proposals at the Meeting.

If the Extension Amendment Proposal is not approved, the 1 Class B Ordinary Share and 1,685,152 Class A Ordinary Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 414,000 Private Placement Units, each consisting of (i) one Class A Ordinary Share, (ii) one redeemable warrant to purchase one-half (1/2) of one Class A ordinary share at an exercise price of $11.50 per share, and (iii) one Right, that were acquired simultaneously with the initial public offering for an aggregate purchase price of $4,140,000. See the section entitled “Interests of the Sponsor and Edoc’s Directors and Officers.” The personal and financial interests of our Sponsor, officers, directors, and their affiliates may have influenced their motivation in identifying and selecting AOI for its target business combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from, or in addition to, your interests as a shareholder in connection with the proposals at the Meeting.

EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF EDOC SHAREHOLDERS

This proxy statement is being provided to Edoc shareholders as part of a solicitation of proxies by the Board for use at the Meeting of Edoc Shareholders to be held on November 6, 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about October 16, 2023 to all shareholders of record of Edoc as of October 10, 2023, the Record Date for the Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Meeting.

Date, Time and Place of Meeting

The Meeting will be held at 10 a.m., Eastern Time, on November 6, 2023 via live webcast by visiting https://www.cstproxy.com/edocacquisition/sm2023. The Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

The Proposals at the Meeting

At the Meeting, Edoc shareholders will consider and vote on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal — To amend, by special resolution, Edoc’s Fifth Amended and Restated Memorandum and Articles of Association currently in effect to extend the date by which Edoc has to consummate a Business Combination from November 12, 2023 to the Charter Extension Date;

2. Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the audit committee of the Board of Marcum LLP (“Marcum”) to serve as Edoc’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”); and

3. Proposal No. 3 — Adjournment Proposal — To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal.

Voting Power; Record Date

As a shareholder of Edoc, you have a right to vote on certain matters affecting Edoc. The proposal that will be presented at the Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Meeting if you owned Ordinary Shares at the close of business on October 10, 2023, which is the Record Date for the Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 3,636,877 issued and outstanding Ordinary Shares, of which 832,877 Class A Ordinary Shares are held by Edoc public shareholders, 2,099,152 Class A Ordinary Shares and 1 Class B Ordinary Share are held by the Sponsor, 564,847 Class A Ordinary Shares are held by the Backstop Investors, and an aggregate of 140,000 Class A Ordinary Shares are held by I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in Edoc’s initial public offering.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for the Proposals for the Meeting

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of those holders of Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Meeting, vote at the Meeting.

Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares, who, being present and entitled to vote at the Meeting, vote at the Meeting.

Shareholders who attend the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes which are actually cast, either “FOR” or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast for the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal.

It is possible that Edoc will not be able to complete its initial business combination by the Charter Extension Date if the Extension Amendment Proposal is approved. In such event, Edoc will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

Voting Your Shares — Shareholders of Record

If you are an Edoc shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Meeting so that your shares will be voted if you are unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 6, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card.

Voting by Telephone. If available, you may dial the telephone number as provided on the proxy card and follow the instructions.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Edoc. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental Stock Transfer & Trust Company. Requests for registration should be directed to proxy@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on November 6, 2023.

You will receive a confirmation of your registration by email after Edoc receives your registration materials. You may attend the Meeting by visiting https://www.cstproxy.com/edocacquisition/sm2023. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow the instructions provided to vote. Edoc encourages you to access the meeting prior to the start time leaving ample time for the check in.

Attending the Meeting

The Meeting will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. You will not be required to attend the meeting in person in order to vote, and we encourage virtual participation. You can participate in the Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/edocacquisition/sm2023 and entering the voter control number included on your proxy card. In order to vote or submit a question during the Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the meeting only by registering as a guest and you will not be able to vote or submit your questions during the meeting.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may enter a new vote by Internet or telephone;

• you may send a later-dated, signed proxy card to EDOC Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY 14564, Attn: Kevin Chen, Chief Executive Officer, so that it is received by Edoc’s Chief Executive Officer on or before the Meeting; or

• you may attend the Meeting via the live webcast noted above, revoke your proxy, and vote virtually, as indicated above.

No Additional Matters

The Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal and the Adjournment Proposal. Under the currently effective Fifth Amended and Restated Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered at the Meeting if they are not included in this proxy statement, which serves as the notice of the Meeting.

Edoc will separately hold the Business Combination Meeting to approve the Business Combination.

If Edoc’s shareholders approve the Business Combination at the Business Combination Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Edoc intends to use its best efforts to complete the Business Combination on or before the Termination Date. Edoc will cancel the Meeting (by means of adjourning the Meeting sine die) and will not implement the Extension if, on or before November 12, 2023, it is able to complete the Business Combination. Edoc intends to hold the Meeting to approve the Extension and file the proposed amendment to its Fifth Amended and Restated Memorandum and Articles of Association only if it has determined as of the time of the Meeting that it may not be able to complete the Business Combination on or before the Termination Date. If Edoc does not implement the Extension, it will not redeem any public shares submitted for redemption solely in connection with the Meeting (but will redeem all public shares submitted for redemption in connection with the Business Combination Meeting).

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Class A Ordinary Shares, you may call Advantage Proxy, Edoc’s proxy solicitor, at (877) 870-8565 or banks and brokers can call at (206) 870-8565.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption. Edoc will also not proceed with the Charter Extension if Edoc completes the Business Combination on or before the Termination Date.

In order to exercise your redemption rights, you must:

• on or before 5:00 p.m., Eastern Time, on November 2, 2023 (two business days before the Meeting), tender your shares physically or electronically and submit a request in writing that Edoc redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Edoc’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

• deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Each redemption of a Public Share by Edoc’s public shareholders will reduce the amount of approximately $9.5 million in the Trust Account as of October 10, 2023. Prior to their exercising redemption rights, Edoc shareholders should verify the market price of the Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A Ordinary Shares when you wish to sell your shares.

In the event that a public shareholder tenders its shares and decides that it does not want to redeem its shares, the shareholder may withdraw the tender at any time prior to the Meeting. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of Edoc, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved, Edoc will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Edoc’s warrants and Rights will expire worthless.

Appraisal Rights

There are no appraisal rights available to Edoc’s shareholders in connection with the Extension Amendment Proposal.

Proxy Solicitation Costs

Edoc is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Edoc has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. Edoc and its directors, officers and employees may also solicit proxies on the Internet. Edoc will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Edoc will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Edoc will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Edoc shareholders. Directors, officers and employees of Edoc who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Sponsor and Edoc’s Directors and Officers

When you consider the recommendation of the Board, Edoc shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of Edoc have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these

interests, among other matters, in recommending to Edoc shareholders that they approve the Extension Amendment Proposal. Edoc shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

• if the Extension Amendment Proposal is not approved, the 1 Class B Ordinary Share and 1,685,152 Class A Ordinary Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 414,000 private placement units (the “Private Placement Units”), each consisting of (i) one Class A Ordinary Share, (ii) one redeemable warrant to purchase one-half (1/2) of one Class A ordinary share at an exercise price of $11.50 per share, and (iii) one Right, that were acquired simultaneously with the initial public offering for an aggregate purchase price of $4,140,000. Assuming such Ordinary Shares and Private Placement Units have a value equal to Edoc’s Public Shares, Rights and warrants, such securities would have had an aggregate market value of approximately $24.1 million based on the last sale price of approximately $11.45, $0.14 and $0.0248 of the Class A Ordinary Shares, Rights and warrants, respectively, on the Nasdaq Capital Market on October 10, 2023;

• the fact that the Sponsor and Edoc’s directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

• the fact that the Sponsor and Edoc’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the 1 Class B Ordinary Share and 2,099,152 Class A Ordinary Shares (of which 414,000 Class A Ordinary Shares are underlying the Private Placement Units) held by them if Edoc fails to complete an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;

• the fact that the Sponsor has made outstanding loans to the Company in the aggregate amount of approximately $2,781,385.13 as of October 10, 2023, which amount the Company will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

• the fact that, at the option of the Sponsor, up to $1,500,000 of certain of the above-mentioned loans made by Sponsor to Edoc may be converted into units that are identical to the Private Placement Units at the option of the lender;

• the continued indemnification of Edoc’s existing directors and officers and the continuation of Edoc’s directors’ and officers’ liability insurance after the Business Combination;

• the fact that the Sponsor, Edoc’s officers and directors will lose their entire investment in Edoc and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated on or before the Termination Date, and the Extension Amendment Proposal is not approved; and

• the fact that if the Trust Account is liquidated, including in the event Edoc is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Edoc to the extent necessary to preserve the proceeds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to Edoc, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.17 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay Edoc’s tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Edoc’s indemnity of the underwriters of Edoc’s initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended;

Additionally, if the Extension Amendment Proposal is approved and Edoc consummates an initial business combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction.

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

Overview

Edoc is proposing to amend its currently effective Fifth Amended and Restated Memorandum and Articles of Association to extend the date by which Edoc has to consummate a Business Combination to the Charter Extension Date so as to give Edoc additional time to complete the Business Combination. A copy of the proposed Sixth Amended and Restated Memorandum and Articles of Association of Edoc is attached to this proxy statement as part of Annex A.

Additionally, if the Extension Amendment Proposal is approved and the Board decides to implement the Extension Amendment, the Sponsor or its designees have agreed to loan to us (a) $0.05 per public share (as defined below) that is not redeemed, for each calendar month (commencing on November 12, 2023 and on the 12th day of each subsequent month) until February 12, 2024, or portion thereof, and (b) $0.07 per public share that is not redeemed, for each calendar month (commencing on February 12, 2024 and on the 12th day of each subsequent month) until May 12, 2024, (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (each, a “Contribution”). Each Contribution will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly, the redemption amount per share at the meeting for such business combination or the Company’s liquidation will depend on the length of the extension period that will be needed to complete the business combination. For example, if we take until December 12, 2023, to complete our business combination, which would represent one calendar month, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make an aggregate Contribution of approximately $41,643.85, resulting in a total redemption amount of approximately $11.46 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). If we need the full amount of time, until May 12, 2024, to complete a business combination, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate Contributions of approximately $299,835.72, resulting in a total redemption amount of approximately $11.77 per share, in comparison to the current redemption amount of approximately $11.41 per share (plus any applicable interest accrued). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. We will have the sole discretion whether to continue extending for additional calendar months until the Charter Extension Date. If we opt not to utilize any remaining portion of the Charter Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

Without the Charter Extension, Edoc believes that it will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be forced to liquidate.

As contemplated by the currently Effective Fifth Amended and Restated Memorandum and Articles of Association, the holders of Edoc’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Charter Extension is implemented.

On the Record Date, the redemption price per share was approximately $11.41 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $9.5 million as of October 10, 2023 (including interest not previously released to Edoc to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $11.45. Edoc cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Edoc believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Edoc does not complete the Business Combination on or before the Termination Date.

The Board’s Reasons for the Extension Amendment Proposal

Edoc’s Fifth Amended and Restated Memorandum and Articles of Association which are currently in effect, provide that Edoc has until the Termination Date to complete a Business Combination. Edoc and its officers and directors agreed that they would not seek to amend Edoc’s Fifth Amended and Restated Memorandum and Articles of Association to allow for a longer period of time to complete a Business Combination unless Edoc provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith.

The Board currently believes that there may not be sufficient time before November 12, 2023 to complete the Business Combination and the Board also believe that given Edoc’s expenditure of time, effort and money on finding a business combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination. Accordingly, the Board believes that it is in the best interests of Edoc shareholders that the Charter Extension be obtained so that Edoc will have a limited additional amount of time to consummate the Business Combination. Without the Charter Extension, Edoc believes that it will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Edoc would be forced to liquidate.

The Extension Amendment Proposal is essential to allow Edoc additional time to consummate the Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption. Edoc will also not proceed with the Charter Extension if Edoc completes the Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved and the Business Combination is not completed on or before the Termination Date, then, as contemplated by and in accordance with the Fifth Amended and Restated Memorandum and Articles of Association which is currently in effect, Edoc will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Edoc to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edoc’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Edoc’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the officers and directors of Edoc have waived their rights to participate in any liquidation distribution with respect to the 1 Class B Ordinary Shares and 2,099,152 Class A Ordinary Shares (of which 414,000 Class A Ordinary Shares are underlying the Private Placement Units held by them). Additionally, the Backstop Investors have waived their rights to participate in any liquidation distribution with respect to their Class A Ordinary Shares. There will be no distribution from the Trust Account with respect to Edoc’s Public Warrants or Rights, which will expire worthless in the event Edoc dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Edoc will file the Sixth Amended and Restated Memorandum and Articles of Association in the form of Annex A hereto to extend the time it has to complete a Business Combination until the Charter Extension Date. Edoc will then continue to attempt to consummate a Business Combination until the Charter Extension Date, or until such earlier date as determined by the Board in its sole discretion. Edoc will remain a reporting company under the Securities and Exchange Act of 1934 (the “Exchange Act”) and its Class A Ordinary Shares, Public Warrants and Rights will remain publicly traded during this time.

You are not being asked to vote on the proposed Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the proposed Business Combination at the Business Combination Meeting (to the extent such meeting is held after the Meeting) and the right to redeem your public shares into a pro rata portion of the Trust Account in the event the proposed Business Combination is approved and completed or Edoc has not consummated a Business Combination by the Charter Extension Date.

In addition, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the redemption. Edoc will also not proceed with the Charter Extension if Edoc completes the Business Combination on or before the Termination Date.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Edoc will not proceed with the Charter Extension if Edoc will not have at least $5,000,001 of net tangible assets immediately prior to the vote to approve the Extension Amendment Proposal being taken at the Meeting, after taking into account the Redemption.

In order to exercise your redemption rights, you must:

• on or before 5:00 p.m., Eastern Time, on November 2, 2023 (two business days before the Meeting), tender your shares physically or electronically and submit a request in writing that Edoc redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Edoc’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

• deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Meeting.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Each redemption of a Public Share by Edoc’s public shareholders will reduce the amount of approximately $9.5 million in the Trust Account, as of October 10, 2023. Prior to their exercising redemption rights, Edoc shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

In the event that a public shareholder tenders its shares and decides that it does not want to redeem its shares, the shareholder may withdraw the tender at any time prior to the Meeting. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of Edoc, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If Edoc does not consummate an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved, Edoc will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Edoc’s warrants and Rights will expire worthless.

Your right to redeem in connection with the Meeting relating to the Extension Amendment Proposal does not affect the right of Edoc shareholders to elect to redeem their public shares in connection with the Business Combination, which is a separate and additional redemption right available to Edoc shareholders. Edoc shareholders seeking to exercise their redemption rights in connection with the Business Combination should follow the instructions for the exercise of such rights set forth in the definitive proxy statement/final prospectus relating to the Business Combination Meeting, once available.

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

The following is a summary of the material U.S. federal income tax considerations for holders of Edoc’s shares that elect to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:

• certain U.S. expatriates;

• traders in securities that elect mark-to-market treatment;

• S corporations;

• U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;

• financial institutions;

• mutual funds;

• qualified plans, such as 401(k) plans, individual retirement accounts, etc.;

• insurance companies;

• broker-dealers;

• regulated investment companies (or RICs);

• real estate investment trusts (or REITs);

• persons holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

• persons subject to the alternative minimum tax provisions of the Code;

• tax-exempt organizations;

• persons that actually or constructively own 5 percent or more of Edoc’s shares; and

• Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

If any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. This summary does not address any tax consequences to any partnership that holds

our securities (or to any direct or indirect partner of such partnership). If you are a partner of a partnership holding the Edoc’s securities, you should consult your tax advisor. This summary assumes that shareholders hold the Edoc’s securities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.

WE URGE HOLDERS OF EDOC SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Shareholders

This section is addressed to Redeeming U.S. Holders (as defined below) of the Edoc’s shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal 1: The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:

• a citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Tax Treatment of the Redemption — In General

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.” If Edoc is considered a “passive foreign investment company” for these purposes (which Edoc will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined in that discussion, below.

A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants or rights). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our warrants and rights) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of Edoc is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after

the redemption, less than 50% of the total combined voting power of all classes of shares of Edoc entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of Edoc. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because Edoc is a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

• any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and

• any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above.

Under these special rules,

• the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares, rights or warrants;

• the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our rights or warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

It is unclear if a Redeeming U.S. Holder would be permitted to make a QEF election with respect to its rights to acquire our shares. The remainder of this paragraph assumes that a QEF election is not available with respect to our rights. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such rights (other than pursuant to the terms of such rights), any gain recognized generally may be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that receives shares pursuant to such rights properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest

charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired pursuant to the terms of rights for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxab