| Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the founder shares, private placement
warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company
to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective
date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company
registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration
rights to include their securities in other registration statements filed by the Company. Underwriting Agreement On November 12, 2020, the Company issued to the
underwriter (and/or its designees) (the “Representative”) 75,000 shares of Class A ordinary shares for $0.01 per
share (the “Representative Shares”). The fair value of the Representative Shares was estimated to $653,250 and were treated
as underwriters’ compensation and charged directly to shareholders’ equity. The underwriter (and/or its designees) agreed
(i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination
and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails
to complete its initial Business Combination within the Combination Period. In addition, the Company issued to the Representative
a warrant (“Representative’s Warrant) to purchase up to 450,000 Class A ordinary shares. Such warrants will
not be redeemable for as long as they are held by the Representative, and they may not be exercised after five years from the Effective
Date of the registration statement. Except as described above, the warrants are identical to those underlying the units offered by in
the IPO. The Company initially estimated the fair value of the Representative’s
Warrants at $424,270 using the Monte Carlo simulation model. As of March 31, 2022, the fair value of the Representative’s Warrant
granted to the underwriters is estimated to be $5,063 using the following assumptions: (1) expected volatility of 2.6%, (2) risk-free
interest rate of 2.42% and (3) expected life of 5.22 years. The expected volatility was determined by the Company based on the historical
volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined
by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the Representative’s Warrant. On November 12, 2020, the underwriters were paid
a cash underwriting discount of 1.75% of the gross proceeds of the Initial Public Offering, or $1,575,000. Business Combination Marketing Agreement The Company engaged the Representative as an advisor
in connection with its Business Combination to (i) assist the Company in preparing presentations for each potential Business Combination;
(ii) assist the Company in arranging meetings with its shareholders, including making calls directly to shareholders, to discuss each
potential Business Combination and each potential target’s attributes and providing regular market feedback, including written status
reports, from these meetings and participate in direct interaction with shareholders, in all cases to the extent legally permissible;
(iii) introduce the Company to potential investors to purchase the Company’s securities in connection with each potential Business
Combination; and assist the Company with the preparation of any press releases and filings related to each potential Business Combination
or target. Pursuant to the business combination marketing agreement, the Representative is not obligated to assist the Company in identifying
or evaluating possible acquisition candidates. Pursuant to the Company’s agreement with the Representative, an advisory fee of 2.75%
of the gross proceeds of the IPO, or $2,475,000 will be payable to the Representative at the closing of the Company’s Business
Combination. Open Market Purchases Our sponsor entered into an agreement in accordance
with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through ED&F Man Capital Markets Inc., an independent
broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling
group, to purchase an aggregate of up to 3,750,000 of our rights in the open market at market prices, and not to exceed $0.20 per right
during the period commencing on the later of (i) December 10, 2020, the date separate trading of the rights commenced or (ii) sixty calendar
days after the end of the “restricted period” under Regulation M, continuing until the date that was the earlier of (a) November
9, 2021 and (b) the date that we announced that we had entered into a definitive agreement in connection with our initial business combination,
or earlier in certain circumstances as described in the limit order agreement. The limit orders required such members of our sponsor to
purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the
expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. Our sponsor would not have any discretion
or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open market pursuant
to such agreements until following the consummation of a business combination. It was intended that the broker’s purchase obligation
would be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the
limit order agreement in certain circumstances. I-Bankers also agreed to purchase up to 1,250,000 of our rights in the open market
at market prices not to exceed $0.20 per right, on substantially similar terms as our sponsor. The obligations to make any such purchases
expired on November 9, 2021, and as of March 31, 2022, no limit orders were placed by our sponsor or I-Bankers. Business Combination Agreement On February 2, 2022 the Company entered into an
Agreement and Plan of Merger with Edoc Merger Sub Inc, and Calidi Biotherapeutics, Inc. pursuant to which the Company and Calidi Biotherapeutics
Inc. will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants,
closing conditions, termination conditions, and other terms relating to the Merger and the other transactions contemplated thereby. Pursuant to the Merger Agreement, subject to the terms
and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”),
Merger Sub will merge with and into Caldi (the “Merger” and, together with the other transactions contemplated by the Merger
Agreement, the “Transactions”), with Calidi continuing as the surviving corporation in the Merger and a wholly-owned subsidiary
of Edoc. In the Merger, (i) all shares of Calidi common stock (together, “Calidi Stock”) issued and outstanding immediately
prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Nevada law) will be converted
into the right to receive the Merger Consideration (as defined below); and (ii) each outstanding option to acquire shares of Calidi common
stock (whether vested or unvested) will be assumed by Edoc and automatically converted into an option to acquire shares of Edoc common
stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of Calidi common stock into
the Merger Consideration. The Merger Agreement also provides that, prior
to the Effective Time, Edoc shall continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become
a Delaware corporation (the “Conversion”). At the Closing, the Company will change its name to “Calidi Biotherapeutics,
Inc.”. The aggregate merger consideration to be paid pursuant
to the Merger Agreement to holders of Calidi Stock as of immediately prior to the Effective Time (the “Calidi Stockholders”
and together with the holders of Calidi options immediately prior to the Effective Time, the “Calidi Security Holders”) will
be an amount equal to $400,000,000, subject to adjustments for Calidi’s closing debt, net of cash (the “Merger Consideration”).
The Merger Consideration to be paid to the Calidi Stockholders will be paid solely by the delivery of new shares of Edoc common stock,
with each share valued at $10.00 per share. The Merger Consideration will be subject to a post-closing true up after the closing. Refer to Current Report on Form 8-K filed on February
2, 2022 for further information regarding the Business Combination and other certain related agreements entered into concurrently with
the execution of the Business Combination Agreement. Securities Purchase Agreement On February 2, 2022, the Company entered into
a Securities Purchase Agreement (the “ SPA PIPE Investor Preferred Shares Common
Stock Amendment to Securities Purchase Agreement On March 16, 2022, the
Company, Calidi and the PIPE Investor amended Sections 4(aa)(xii) and 5(e) of the SPA, Section 4(c)(ii) of the Certificate of Designation,
and Section 1(c) of the Warrant to clarify that (i) so long as the Company has provided notice to the PIPE Investor that the then effective
Registration Statement covering the applicable resale of the Conversion Shares, Common Shares and/or Warrant Shares is not available in
accordance with the requirements of the Registration Rights Agreement (at a time when such Registration Statement is not available for
such applicable securities), then damages with respect to any such “Notice Failure” (as used in such sections) with respect
thereto shall cease to accrue with respect to such Registration Statement as of the time of such notice; provided that, thereafter, if
a registration statement becomes available and later unavailable, the Company shall be required to provide an additional notice for damages
with respect to such “Notice Failure” to cease to accrue with respect thereto and (ii) the reference to 2% in Section 4(c)(ii)
in the form of Certificate of Designation shall be replaced with 1%. In addition, the amendment
provides that so long as the PIPE Investor has the unconditional right to terminate the SPA, the Company may introduce to the PIPE Investor
other investors who may be interested in co-investing with the PIPE Investor as additional PIPE Investors on terms no less favorable than
the terms set forth in the SPA. Any such co-investor would be added to the SPA only by an amendment mutually acceptable to the PIPE Investor,
the Company, and Calidi. Backstop Agreements On February 2, 2022, the
Company entered into share purchase agreements (collectively, the “Forward Share Purchase Agreements”) with certain backstop
arrangements with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, Feis Equities LLC, Yakira Capital Management,
Inc., Yakira Enhanced Offshore Fund and Yakira Partners LP, MAP 136 Segregated Portfolio and Meteora Capital Partners, LP (collectively,
the “Backstop Investors”), pursuant to which the Backstop Investors agreed not to redeem certain Edoc shares (the “Backstop
Shares”) in connection with the Company’s shareholder meeting to approve an extension of the date by which the Company has
to consummate a business combination from February 12, 2022 to August 12, 2022 (the “ February 2022 Extension”) and the Business
Combination. Pursuant to the Backstop Agreements, the Backstop Investors agreed to hold such shares until the three-month anniversary
of the consummation of the Business Combination, at which time they will each have the right to sell them to the combined entity, after
giving effect to the Business Combination (the “Combined Company”) for a price of $10.42 per share, or will sell them during
such time period at a market price of at least $10.27 per share (with a premium of $0.05 per share to be paid by the Combined Company
for each Backstop Share sold by a Backstop Investor during the one-month period following the Closing of the Business Combination). The
Backstop Investors’ agreements provide that, following the Closing of the Business Combination, the Company will deposit into escrow
accounts the aggregate cash amount necessary to purchase the shares held by the Backstop Investors, up to $22,924,000. As a result, these
amounts deposited into the escrow accounts will not be available to the Combined Company unless and until any of the Backstop Investors
sell such shares in the market. If the Backstop Investors sell such shares during the one-month period following the Closing of the Business
Combination at a sales price that is greater than $10.27 per share, then Combined Company shall pay to each selling investor a premium
of $0.05 per share sold. If the Backstop Investors sell shares to the Combined Company on the three-month anniversary of the Closing of
the Business Combination, the repurchase price payable by the Combined Company for such shares from the escrow accounts established for
this purpose shall be $10.42 per share. In consideration of the Backstop Investors’
agreements with regard to Public Shares pursuant to the backstop arrangements, the Sponsor (or its designees) agreed to transfer an aggregate
of 338,907 shares of Edoc Class B ordinary shares (the “Backstop Transferred Founder Shares”) to the Backstop Investors. Finance
costs, at the per share price of $10.11, were recorded in the condensed statements of operations in the amount of $3,426,350 for the three
months ended March 31, 2022. Additionally, if the Business Combination has not consummated by May 12, 2022, then for each monthly period
from May 12, 2022 until August 12, 2022 that the Business Combination has not closed, Edoc shall cause to be paid to the Backstop Investors,
at Edoc’s discretion, either (i) a cash amount of $0.05 per share not redeemed by the Backstop Investors, for an aggregate of up
to $0.15 per share, or (ii) or 0.034 Backstop Transferred Founder Shares per share not redeemed by the Backstop Investors in connection
with the extraordinary general meeting of Edoc shareholders in connection with the February 2022 Extension, to be transferred by the Sponsor
(or its designees), for an aggregate of up to 0.1027 Backstop Transferred Founder Shares per share. Such payment(s) will be made within
five (5) business days following each of May 12, 2022, June 12, 2022, and July 12, 2022, to the extent that the Business Combination has
not closed by such dates. Refer to Current Report on Form 8-K filed on February
2, 2022 for further information regarding the Business Combination and other certain related agreements entered into concurrently with
the execution of the Business Combination Agreement. Common Stock
Purchase Agreement On March 16, 2022, the Company
entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Common
Stock Investor”). Pursuant to the Purchase
Agreement, the Company will have the right, but not the obligation, to sell to the Common Stock Investor up to $75,000,000 in shares of
our Common Stock (the “Total Commitment”), subject to certain limitations and conditions to closing set forth in the Purchase
Agreement. The Company does not have
the right to commence any sales of the Common Stock to the Common Stock Investor under the Purchase Agreement until the Commencement,
which is the time when all of the conditions to our right to commence sales of our Common Stock to the Common Stock Investor set forth
in the Purchase Agreement have been satisfied, including the closing conditions described above and that the registration statement required
pursuant to the Registration Rights Agreement has been declared effective by the SEC. From and after the Commencement, the Company will
control the timing and amount of any sales of our Common Stock to the Common Stock Investor, subject to certain conditions and the volume
and beneficial ownership limitations described in further detail below. Actual sales of shares of our Common Stock to the Common Stock
Investor under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others,
market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for our company
and our operations. The purchase price of
the shares of Common Stock that the Company elects to sell to the Common Stock Investor (a “VWAP Purchase”) under the Purchase
Agreement will be determined by reference to the lowest daily volume weighted average price (“VWAP”) of the Common Stock during
the three (3) consecutive trading days beginning on the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by 0.960.
There is no upper limit on the price per share that the Common Stock Investor could be obligated to pay for the Common Stock under the
Purchase Agreement. For each VWAP Purchase, the Company would be limited to a number of shares of Common Stock equal to the lesser of
(i) the product obtained by multiplying (A) the average daily trading volume in the Common Stock on the Nasdaq Capital Market (or any
nationally recognized successor thereto and collectively, the “Nasdaq”)) during the five (5) Trading Days immediately preceding
the applicable VWAP Purchase Exercise Date for such VWAP Purchase and (B) 0.30, and (ii) the quotient obtained by dividing (A) $10,000,000
by (B) the VWAP of the Common Stock on the Nasdaq on the trading day immediately preceding the applicable VWAP Purchase Exercise Date,
as defined in the Purchase Agreement, for such VWAP Purchase. The Purchase Agreement
also prohibits the Company from directing the Common Stock Investor to purchase any shares of our Common Stock if those shares, when aggregated
with all other shares of our Common Stock then beneficially owned by the Common Stock Investor (as calculated pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Common Stock Investor beneficially
owning more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Cap”); provided, that, the Common
Stock Investor may, in its sole discretion, elect to increase the Beneficial Ownership Cap to permit it to beneficially own up to 9.99%
of the outstanding shares of Common Stock. |
