Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
The management of EDOC Acquisition Corp., a Cayman Islands corporation (the
"Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to
its accounting classification of the redeemable Class A Ordinary Shares, par
value $0.0001 per share (the "Class A Ordinary Shares"), issued as part of the
units sold in the Company's initial public offering (the "IPO") on November 12,
2020. Historically, a portion of the Class A Ordinary Shares were classified as
permanent equity to maintain net tangible assets greater than $5,000,000 on the
basis that the Company would consummate its initial business combination only if
it had net tangible assets of at least $5,000,001. Pursuant to
such re-evaluation, the Company's management, in consultation with its advisors,
has determined that the Class A Ordinary Shares include certain provisions that
require the re-classification of the Class A Ordinary Shares as temporary equity
regardless of the minimum net tangible assets required to complete the Company's
initial business combination.
On January 11, 2022, the audit committee of the board of directors of the
Company (the "Audit Committee") concluded, after discussion with the Company's
management, that the Company's (i) audited balance sheet as of November 12, 2020
filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on November 18, 2020, (ii)
audited financial statements as of December 31, 2020 as previously issued in the
Company's Annual Report on Form 10-K filed with the SEC on May 25, 2021, (iii)
the Company's unaudited financial statements as of March 31, 2021 contained in
the Company's Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021,
(iii) the Company's unaudited financial statements as of June 30, 2021 contained
in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9,
2021, and (iv) the Company's unaudited financial statements as of September 30,
2021 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC
on October 19, 2021, should no longer be relied upon due to the
reclassification described above. Similarly, the Report of Independent
Registered Public Accounting Firm dated May 24, 2021, on the financial
statements as of December 31, 2020 and for the period from August 20, 2020 (date
of inception) through December 31, 2020, the Report of Independent Registered
Public Accounting Firm dated November 18, 2020 on the balance sheet as of
November 12, 2020, and the registration statements, shareholder communications,
investor presentations or other communications describing relevant portions of
the Company's financial statements for these periods should no longer be relied
upon.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
In light of the above, the Company's Chief Executive Officer and Chief Financial
Officer carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon their
re-evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were not
effective during the period of time the error described above persisted, due to
a material weakness in internal controls over financial reporting in analyzing
complex financial instruments. In light of this material weakness, the Company
performed additional analysis as deemed necessary to ensure that the Company's
unaudited interim financial statements were prepared in accordance with U.S.
generally accepted accounting principles. The Company plans to restate the
financial statements identified above in the Company's Annual Report on Form
10-K/A and the Company's Quarterly Report on Form 10-Q/A to be filed with the
SEC as soon as practicable.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
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