Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 17, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Edoc Acquisition Corp. | ||
Trading Symbol | ADOC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 28,032,068 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001824884 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39689 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 7612 Main Street Fishers | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Victor | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 14564 | ||
City Area Code | (585) | ||
Local Phone Number | 678-1198 | ||
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,580,625 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,250,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 13,726 | $ 223,398 |
Prepaid expenses | 72,386 | 36,091 |
Total current assets | 86,112 | 259,489 |
Cash and marketable securities held in Trust Account | 21,319,155 | 92,459,548 |
Total Assets | 21,405,267 | 92,719,037 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,151,646 | 1,030,039 |
Convertible promissory note – related party, at fair value | 1,512,412 | 975,324 |
Promissory note - related party | 702,460 | |
Total current liabilities | 4,366,518 | 2,005,363 |
Warrant liability | 23,257 | 203,838 |
Total Liabilities | 4,389,775 | 2,209,201 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,026,625 and 9,000,000 shares at $10.52 and $10.27 redemption value, respectively, at December 31, 2022 and 2021 | 21,319,155 | 92,459,548 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 554,000 issued and outstanding at December 31, 2022 and 2021 (excluding 2,026,625 and 9,000,000 shares subject to possible redemption at December 31, 2022 and 2021, respectively) | 55 | 55 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,250,000 shares issued and outstanding at December 31, 2022 and 2021 | 225 | 225 |
Additional paid-in capital | 5,332,439 | |
Accumulated deficit | (9,636,382) | (1,949,992) |
Total Shareholders’ Deficit | (4,303,663) | (1,949,712) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 21,405,267 | $ 92,719,037 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 2,026,625 | 9,000,000 |
Ordinary shares subject to possible redemption value, per share (in Dollars per share) | $ 10.52 | $ 10.27 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 554,000 | 554,000 |
Ordinary shares, shares outstanding | 554,000 | 554,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,250,000 | 2,250,000 |
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 2,544,984 | $ 1,798,098 |
Loss from operations | (2,544,984) | (1,798,098) |
Other (expense) income: | ||
Interest earned on marketable securities held in Trust Account | 314,155 | 20,868 |
Interest expense | (36,102) | (5,027) |
Transaction cost of shares transferred to backstop investors | (5,739,976) | |
Change in fair value of convertible promissory note | 139,936 | (70,297) |
Change in fair value of warrants | 180,581 | 952,674 |
Total other (expense) income, net | (5,141,406) | 898,218 |
Net Loss | $ (7,686,390) | $ (899,880) |
Weighted average shares outstanding, redeemable Class A ordinary shares (in Shares) | 3,122,111 | 9,000,000 |
Basic and diluted net loss per share, redeemable Class A ordinary shares (in Dollars per share) | $ (1.3) | $ (0.08) |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares (in Shares) | 2,804,000 | 2,804,000 |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares (in Dollars per share) | $ (1.3) | $ (0.08) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Basic and diluted net loss per share, redeemable Class A ordinary shares | $ (1.30) | $ (0.08) |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares | $ (1.30) | $ (0.08) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 55 | $ 225 | $ 444,734 | $ (565,298) | $ (120,284) |
Balance (in Shares) at Dec. 31, 2020 | 554,000 | 2,250,000 | |||
Net loss | (899,880) | (899,880) | |||
Remeasurement for Class A Ordinary Shares to Redemption Value | (444,734) | (484,814) | (929,548) | ||
Balance at Dec. 31, 2021 | $ 55 | $ 225 | (1,949,992) | (1,949,712) | |
Balance (in Shares) at Dec. 31, 2021 | 554,000 | 2,250,000 | |||
Fair value of shares transferred to backstop investors | 5,739,976 | 5,739,976 | |||
Promissory note proceeds in excess of fair value | 109,078 | 109,078 | |||
Promissory note proceeds in excess of fair value (in Shares) | |||||
Net loss | (7,686,390) | (7,686,390) | |||
Remeasurement for Class A Ordinary Shares to Redemption Value | (516,615) | (516,615) | |||
Balance at Dec. 31, 2022 | $ 55 | $ 225 | $ 5,332,439 | $ (9,636,382) | $ (4,303,663) |
Balance (in Shares) at Dec. 31, 2022 | 554,000 | 2,250,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (7,686,390) | $ (899,880) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash and Treasury securities held in Trust Account | (314,155) | (20,868) |
Accrued interest on promissory note | 36,102 | 5,027 |
Change in fair value of convertible promissory note | (139,936) | 70,297 |
Change in fair value of warrant liability | (180,581) | (952,674) |
Fair value of shares transferred to backstop investors | 5,739,976 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (36,295) | 61,407 |
Accounts payable and accrued expenses | 1,121,607 | 976,359 |
Due to related party | (17,000) | |
Net cash used in operating activities | (1,459,672) | (777,332) |
Cash Flows from Investing Activities: | ||
Principal deposited in Trust account for Trust extension | (202,460) | (900,000) |
Cash withdrawn from Trust Account in connection with redemption | 71,657,008 | |
Net cash provided by (used in) financing activities | 71,454,548 | (900,000) |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 702,460 | |
Proceeds from convertible promissory note - related party | 750,000 | 900,000 |
Redemption of ordinary shares | (71,657,008) | |
Net cash (used in) provided by financing activities | (70,204,548) | 900,000 |
Net Change in Cash | (209,672) | (777,332) |
Cash, beginning of the period | 223,398 | 1,000,730 |
Cash, end of period | 13,726 | 223,398 |
Non-Cash Investing and Financing Activities: | ||
Remeasurement for Class A Ordinary Shares to Redemption Value | 516,615 | 929,548 |
Promissory note proceeds in excess of fair value | $ (109,078) |
Description of Organization, Bu
Description of Organization, Business Operations, and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN EDOC Acquisition Corp. (“Edoc” or the “Company”) was incorporated in the Cayman Islands on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus on businesses primarily operating in the healthcare and healthcare provider space in North America and Asia-Pacific. As of December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022, relates to the Company’s organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is American Physicians LLC (the “Sponsor”). Financing The registration statement for the Company’s initial public offering was declared effective on November 9, 2020 (the “Effective Date”). On November 12, 2020, the Company consummated the initial public offering of 9,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (the “Initial Public Offering” or “IPO”), which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 479,000 private placement units (“Private Unit)” and collectively, the “Private Units”), at a price of $10.00 per unit. Of the 479,000 private placement units, 65,000 units, or the “representative units” were purchased by I-Banker (and/or its designees). In addition, the Company’s sponsor agreed, pursuant to a letter agreement to purchase up to 3,750,000 of the Company’s rights in the open market at a market price not to exceed $0.20 per right. I-Bankers also agreed to purchase up to 1,250,000 of the Company’s rights in the open market at a market price not to exceed $0.20 per right, which is discussed in Note 5. Transaction costs of the IPO amounted to $3,246,381, consisting of $1,575,000 of cash underwriting fees, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $ 653,250 and $593,861 of other cash offering costs. Trust Account Following the closing of the IPO on November 12, 2020, $91,530,000 ($10.17 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”). On November 10, 2021, $900,000 ($0.10 per share) was added to the Trust Account for the first extension of the Company. In connection with the third extension of the Company, $202,460 (approximately $0.10 per share) was added to the Trust Account. The sponsor intends to deposit an additional $303,944 (approximately $0.15 per share), plus any applicable interest, into the Trust Account the week of January 23, 2023. The funds in the Trust Account are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination by February 12, 2023 (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholder. On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Class A ordinary shares. As a result, an aggregate of $64,996,858 (or approximately ($10.27 per share) was released from the Trust Account to pay such shareholders. On August 12, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from August 12, 2022 to February 12, 2023. 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. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Warrants to the Sponsor, was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide holders of the Company’s outstanding shares of Class A ordinary shares, par value $0.0001 per share, sold in the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.17 per share, subsequently plus $0.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), with the exception of the Backstop Investors who, pursuant the Backstop Agreements, agreed not to redeem certain Edoc shares in connection with the Company’s shareholder meeting to approve an extension of the date by which the Company had to consummate a Business Combination from February 12, 2022 to August 12, 2022 (See Note 6). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Unless further extended, the Company will have until February 12, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, 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 the Company to pay its income or other tax obligations, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors and Representative (defined in Note 6) have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.52 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, if less than $10.52 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Business Combination Agreement On December 5, 2022, EDOC Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “ Edoc Business Combination Agreement AOI Joinder Pubco Merger Sub Purchaser Representative Seller Representative Primary Sellers Joining Sellers Drag-Along Sellers Sellers Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “ Closing Merger Purchased Shares Share Exchange Transactions The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “ Exchange Shares Exchange Consideration Refer to Current Report on Form 8-K filed on December 9, 2022 for further information regarding the Business Combination and other certain related agreements entered into concurrently with the execution of the Business Combination Agreement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these interim financial statements. The interim financial statements do not include any adjustments that might results from the outcome of these uncertainties. Going Concern As of December 31, 2022, the Company had $13,726 in the operating bank account and working capital deficit of $4,280,406. On November 10, 2021, the Company issued an interest-bearing convertible promissory to the Sponsor in the amount of $900,000. As of December 31, 2022, the fair value of the note outstanding, including accrued interest, was $842,069. On February 13, 2022, the Company issued a non-interest-bearing convertible promissory note in the principal amount of up to $750,000 to the Sponsor. As of December 31, 2022, $750,000 was drawn on the note and the fair value of the note outstanding was $670,343. On August 25, 2022, the Company issued a non-interest-bearing promissory note in the aggregate principal amount of up to $202,460 to the Sponsor. As of December 31, 2022, $202,460 was drawn on the note. On October 6, 2022, the Company issued a non-interest-bearing promissory note in the aggregate principal amount of up to $500,000 to the Sponsor. As of December 31, 2022, $500,000 was drawn on the note. On November 16, 2022, the Company issued a non-interest-bearing promissory note in the aggregate amount of up to $303,994 to the Sponsor. As of December 31, 2022, there was no amount outstanding on the note. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by February 12, 2023 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or mutual fund accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible notes. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investment Held in Trust Account As of December 31, 2022 and 2021, substantially all of assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. During the period January 1, 2021 to December 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. On November 10, 2021, $900,000 ($0.10 per share) was added to the Trust Account for the first extension of the Company. On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,858 (or approximately ($10.27 per share) was released from the Trust Account to pay such shareholders. On August 12, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company has to complete a Business Combination from August 12, 2022 to February 12, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 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 In connection with the third extension of the Company, $202,460 (approximately $0.10 per share) was added to the Trust Account and intends to pay an additional $303,944 (plus any applicable interest) into the Trust Account during the week of January 23, 2023. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory note in the statements of operations. The fair value of the conversion feature of the note was valued utilizing the Monte Carlo model. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $3,246,381 have been charged to shareholders’ equity (consisting of $1,575,000 of underwriting fee, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861 of other cash offering costs). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,858 (or approximately $10.27 per share) was released from the Trust Account to pay such shareholders. On August 12, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company has to complete a Business Combination from August 12, 2022 to February 12, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 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. Accordingly, as of December 31, 2022 and 2021, 2,026,625 and 9,000,000 shares of Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 90,000,000 Less: Ordinary share issuance costs (3,246,381 ) Plus: Fair value adjustment of carrying value to redemption value 5,705,929 Contingently redeemable ordinary shares at December 31, 2021 $ 92,459,548 Less: Redemption of 6,326,758 shares (64,996,858 ) Redemption of 646,617 shares (6,660,150 ) Plus: Fair value adjustment of carrying value to redemption value 516,615 Contingently redeemable ordinary shares at December 31, 2022 $ 21,319,155 Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding for each of the periods. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 6,137,400 shares of Class A ordinary shares in the aggregate. Year Ended Year Ended Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (4,049,496 ) $ (686,117 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 3,122,111 9,000,000 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (1.30 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (3,636,894 ) $ (213,763 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,804,000 Basic and diluted net loss per share, ordinary shares $ (1.30 ) $ (0.08 ) Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s interim financial statements. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months. Recently Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 9,000,000 Units at a purchase price of $10.00 per unit. Each unit consists of one share of Class A ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one right (“Rights”). Each Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7). Each right entitles the holder to receive one-tenth (1/10) of one share of Class A ordinary shares upon the consummation of an initial Business Combination (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and I-Bankers purchased an aggregate of 414,000 Private Units and 65,000 Private Units, respectively, for an aggregate of 479,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $4,790,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Each Private Unit is identical to the Units sold in the IPO, except that warrants that are part of the Private Placement Units (“Private Warrants”) are not redeemable by the Company so long as they are held by the original holders or their permitted transferees. In addition, for as long as the warrants that are part of the Private Placement Units are held by I-Bankers or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement. The Company’s Sponsor, officers, and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to the founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination the Combination Period. In addition, the Company’s Sponsor, officers, and directors have agreed to vote any founder shares, private shares, and public shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor subscribed 2,875,000 shares of the Company’s Class B ordinary shares for $25,000, or approximately $0.01 per share, in connection with formation. On November 9, 2020, the Sponsor surrendered an aggregate of 287,500 founder shares, which were cancelled, resulting in an aggregate of 2,587,500 founder shares outstanding and held by the Sponsor. The founder shares included an aggregate of up to 337,500 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On December 24, 2020, 337,500 shares were forfeited as the over-allotment option was not exercised by the underwriters. As a result, the Company has 2,250,000 Founder Shares outstanding. Promissory Note—Related Party In September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of September 30, 2021, or the closing of the IPO. As of November 12, 2020, the Sponsor had loaned to the Company an aggregate of $177,591 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The note was repaid in full in connection with the closing of the initial public offering, and as of December 31, 2022 and 2021 respectively, no amounts were outstanding. Borrowings under this note are no longer available. On August 25, 2022, the Company issued a promissory note (the “August 2022 Note”) in the aggregate principal amount of up to $202,460 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Company’s trust account for each Class A ordinary share of the Company that was not redeemed in connection with the extension of the Company’s termination date from August 12, 2022 to February 12, 2023. The principal amount of the August 2022 Note may be drawn down in three equal amounts and the balance of the August 2022 Note is payable by the Company on the earlier of the consummation of the Business Combination or the date of the liquidation of the Company. As of December 31, 2022, $202,460 was outstanding under the August 2022 Note. On October 6, 2022, the Company issued a promissory note in the principal amount of up to $500,000 to the Sponsor (the “October 2022 Note”). The Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. As of December 31, 2022, $500,000 was outstanding under the October 2022 Note. On November 16, 2022, the Company issued a promissory note in the principal amount of up to $303,994 to the Sponsor (the “November 2022 Note”), pursuant to which the Extension Funds will be deposited into the Company’s trust account for each unredeemed Class A ordinary share of the Company that was not redeemed in connection with the extension of the Company’s termination date from August 12, 2022 to February 12, 2023. The principal amount of the November 2022 Note may be drawn down in three equal payments of $101,331 per withdrawal between the 12 th th Convertible Promissory Notes - Related Party Extension Loans and Working Capital Loans On November 9, 2021, the Company’s board of directors approved the first extension of the date by which the Company has to consummate a Business Combination from November 12, 2021, to February 12, 2022. In connection with the extension, the Sponsor deposited into the Trust Account $0.10 for each of the 9,000,000 shares issued in the Initial Public Offering, for a total of $900,000. The Company issued the Sponsor an interest bearing unsecured promissory note (the “November 2021 Note”) in the principal amount of $900,000 which is payable by the Company upon the earlier of the consummation of the Business Combination or the liquidation of the Company on or before February 12, 2023 (unless such date is extended by the Company’s board of directors). Simple interest will accrue on the unpaid principal balance of the November 2021 Note at the rate of 4% per annum based on 365 days a year. The November 2021 Note may be repaid in cash or convertible into units consisting of one ordinary share, one right exchangeable into one-tenth of one ordinary share, and one warrant exercisable for one-half of one ordinary share at $11.50 per share equal to (x) the portion of the principal amount of and accrued interest under the November 2021 Note being converted divided by (y) $10.00 rounded up to the nearest whole number of units. As of December 31, 2022 and 2021, $900,000 was outstanding under the November 2021 Note. For the year ended December 31, 2022 and 2021, $41,129 and $5,027 of interest was accrued on the November 2021 Note, respectively. On February 13, 2022, the Company issued a promissory note (the “February 2022 Note”) in the principal amount of up to $750,000 to American Physicians LLC. The February 2022 Note was issued in connection with advances the Sponsor has made to the Company for working capital expenses. The February 2022 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the February 2022 Note may be converted into units of the Company, each unit consisting of one Class A share of the Company, one right exchangeable into one-tenth of one Class A ordinary share and one warrant exercisable for one-half of one Class A ordinary share of the Company upon the consummation of an initial Business Combination (the “Conversion Units”), equal to (x) the portion of the principal amount of the February 2022 Note being converted, divided by (y) $10.00 rounded up to the nearest whole number of units. The Conversion Units are identical to the units issued by the Company to the Sponsor in a private placement in connection with the Company’s initial public offering. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the February 2022 Note. As of December 31, 2022, $750,000 was outstanding under the February 2022 Note. Changes in the estimated fair value of the November 2021 Note and the February 2022 Note were recognized as non-cash change in the fair value of the convertible promissory note in the statements of operations (See Note 9). Administrative Support Agreement The Company agreed, for a period commencing on November 9, 2020, and ending upon completion of the Company’s Business Combination or its liquidation, to pay the Company’s Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Since the initial public offering, the Company has not made any payments under the agreement and has paid for services rendered and expenses advanced by the Sponsor on an as-needed basis. Effective March 31, 2021, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inception. As of December 31, 2022 and 2021, no fees were due to the Sponsor. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis expenses incurred and all payments that were made to the Sponsor, officers, directors or their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 December 31, 2021, the fair value of the Representative’s Warrant granted to the underwriters is estimated to be $107,779 using the following assumptions: (1) expected volatility of 6.5%, (2) risk-free interest rate of 1.29% and (3) expected life of 5.39 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 December 31, 2022, no limit orders were placed by our sponsor or I-Bankers. Termination of Calidi Biotherapeutics, Inc. Merger Agreement On February 2, 2022, the Company entered into an Agreement and Plan of Merger with Edoc Merger Sub Inc, and Calidi Biotherapeutics, Inc. On August 11, 2022, the Company received written notice that Calidi Biotherapeutics, Inc. had terminated the Merger Agreement. As a result of the termination of the Merger Agreement, the Merger Agreement will be of no further force and effect, and certain agreements entered into in connection with the Merger Agreement, including but not limited to, the Voting Agreement and Lock-Up Agreement, were no longer in force or effect. 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 Forward Share Purchase 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). 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. Additionally, if the Business Combination was not consummated by May 12, 2022, then for each monthly period from May 12, 2022 until August 12, 2022 that the Business Combination had not closed, Edoc shall issue 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) were to 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 had not closed by such dates. On July 22, 2022, 225,940 more Backstop Transferred Founder Shares were transferred by the Sponsor to the Backstop investors. The Company recognized $5,739,976 and $0 of finance costs, at the per share price of $10.24, respectively, for the year ended December 31, 2022 and 2021 for the transfer of shares associated with the agreement in the statements of operations of the financial statements. The Backstop Agreements expired on August 12, 2022, in accordance with their terms. Business Combination Agreement On December 5, 2022, EDOC Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “ Edoc Business Combination Agreement AOI Joinder Pubco Merger Sub Purchaser Representative Seller Representative Primary Sellers Joining Sellers Drag-Along Sellers Sellers Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “ Closing Merger Purchased Shares Share Exchange Transactions The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “ Exchange Shares Exchange Consideration Refer to Current Report on Form 8-K filed on December 9, 2022 for further information regarding the Business Combination and other certain related agreements entered into concurrently with the execution of the Business Combination Agreement. |
Warrants and Rights
Warrants and Rights | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights [Abstract] | |
WARRANTS AND RIGHTS | NOTE 7. WARRANTS AND RIGHTS Warrants — The warrants will become exercisable on the later of 12 months from the closing of the IPO or upon completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such unit. The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights — The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preferred Shares no Class A Ordinary Shares Class B Ordinary Shares The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, with each share of ordinary shares entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets as of December 31, 2022 and 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2022, and 2021, due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 21,319,155 1 $ 92,459,548 Liabilities: Warrant liability—Private Warrants 3 20,623 3 $ 96,059 Warrant liability—Representative’s Warrants 3 2,634 3 $ 107,779 Convertible Promissory Notes 3 1,512,412 3 $ 975,324 Investment Held in Trust Account As of December 31, 2022 and 2021, investments in the Company’s Trust Account consisted of $21,319,155 and $92,459,548 in U.S. Money Market funds. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2021 or for the year ended December 31, 2021. Level 1 instruments include investments in money markets and Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Private Warrants and Representative’s Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statements of operations each period. The Private Warrants and Representative’s Warrants were valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2022 and 2021. The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of December 31, 2022 and 2021. The Representative’s Warrants were valued using similar information, except for strike price which is at $12. December 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 10.50 $ 10.21 Volatility 8.0 % 6.5 % Expected life 0.70 5.39 Risk-free rate 4.75 % 1.29 % Dividend yield - % - % The following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis. Private Representative’s Warrant Fair value as of December 31, 2021 $ 96,059 $ 107,779 $ 203,838 Change in fair value (1) (75,436 ) (105,145 ) (180,581 ) Fair value as of December 31, 2022 $ 20,623 $ 2,634 $ 23,257 (1) Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Change in fair value of warrant liability on the statements of operations. Convertible Promissory Notes The convertible promissory notes were valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Convertible Promissory Notes was based on the following significant inputs: December 31, December 31, Risk-free interest rate 4.43 % 0.84 % Time to Expiration (in years) 0.26 0.39 Expected volatility 4.0 % 4.9 % Dividend yield 0.00 % 0.00 % Stock Price $ 10.63 $ 10.82 Probability of transaction 85.0 % 90.00 % The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Fair value as of December 31, 2021 $ 975,324 Proceeds received through Convertible Promissory Note 750,000 Interest accrued 36,102 Proceeds in excess of fair value (109,078 ) Change in fair value (139,936 ) Fair value as of December 31, 2022 $ 1,512,412 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during year ended December 31, 2022 for the Convertible Promissory Note. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the interim financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the interim financial statements. Promissory Note On January 10, 2023, the Company issued a promissory note (the “Note”) in the principal amount of up to $450,000 to the Sponsor for working capital purposes. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. As of January 23, 2023 there was $200,000 outstanding on the Note. Extension Promissory Note In connection with the third extension of the Company’s termination date, the Company intends to pay $303,944 (plus any applicable interest) into the trust account during the week of January 23, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or mutual fund accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible notes. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investment Held in Trust Account | Investment Held in Trust Account As of December 31, 2022 and 2021, substantially all of assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. During the period January 1, 2021 to December 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. On November 10, 2021, $900,000 ($0.10 per share) was added to the Trust Account for the first extension of the Company. On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,858 (or approximately ($10.27 per share) was released from the Trust Account to pay such shareholders. On August 12, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company has to complete a Business Combination from August 12, 2022 to February 12, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 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 In connection with the third extension of the Company, $202,460 (approximately $0.10 per share) was added to the Trust Account and intends to pay an additional $303,944 (plus any applicable interest) into the Trust Account during the week of January 23, 2023. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory note in the statements of operations. The fair value of the conversion feature of the note was valued utilizing the Monte Carlo model. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $3,246,381 have been charged to shareholders’ equity (consisting of $1,575,000 of underwriting fee, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861 of other cash offering costs). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,858 (or approximately $10.27 per share) was released from the Trust Account to pay such shareholders. On August 12, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company has to complete a Business Combination from August 12, 2022 to February 12, 2023. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 646,617 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. Accordingly, as of December 31, 2022 and 2021, 2,026,625 and 9,000,000 shares of Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 90,000,000 Less: Ordinary share issuance costs (3,246,381 ) Plus: Fair value adjustment of carrying value to redemption value 5,705,929 Contingently redeemable ordinary shares at December 31, 2021 $ 92,459,548 Less: Redemption of 6,326,758 shares (64,996,858 ) Redemption of 646,617 shares (6,660,150 ) Plus: Fair value adjustment of carrying value to redemption value 516,615 Contingently redeemable ordinary shares at December 31, 2022 $ 21,319,155 |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding for each of the periods. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 6,137,400 shares of Class A ordinary shares in the aggregate. Year Ended Year Ended Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (4,049,496 ) $ (686,117 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 3,122,111 9,000,000 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (1.30 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (3,636,894 ) $ (213,763 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,804,000 Basic and diluted net loss per share, ordinary shares $ (1.30 ) $ (0.08 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s interim financial statements. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares reflected in the balance sheets | Gross proceeds $ 90,000,000 Less: Ordinary share issuance costs (3,246,381 ) Plus: Fair value adjustment of carrying value to redemption value 5,705,929 Contingently redeemable ordinary shares at December 31, 2021 $ 92,459,548 Less: Redemption of 6,326,758 shares (64,996,858 ) Redemption of 646,617 shares (6,660,150 ) Plus: Fair value adjustment of carrying value to redemption value 516,615 Contingently redeemable ordinary shares at December 31, 2022 $ 21,319,155 |
Schedule of basic and diluted loss per ordinary share | Year Ended Year Ended Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (4,049,496 ) $ (686,117 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 3,122,111 9,000,000 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (1.30 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (3,636,894 ) $ (213,763 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,804,000 Basic and diluted net loss per share, ordinary shares $ (1.30 ) $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Description: Level December 31, Level December 31, Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 21,319,155 1 $ 92,459,548 Liabilities: Warrant liability—Private Warrants 3 20,623 3 $ 96,059 Warrant liability—Representative’s Warrants 3 2,634 3 $ 107,779 Convertible Promissory Notes 3 1,512,412 3 $ 975,324 |
Schedule of quantitative information regarding level 3 fair value measurements | December 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 10.50 $ 10.21 Volatility 8.0 % 6.5 % Expected life 0.70 5.39 Risk-free rate 4.75 % 1.29 % Dividend yield - % - % December 31, December 31, Risk-free interest rate 4.43 % 0.84 % Time to Expiration (in years) 0.26 0.39 Expected volatility 4.0 % 4.9 % Dividend yield 0.00 % 0.00 % Stock Price $ 10.63 $ 10.82 Probability of transaction 85.0 % 90.00 % |
Schedule of fair value of warrant liabilities | Private Representative’s Warrant Fair value as of December 31, 2021 $ 96,059 $ 107,779 $ 203,838 Change in fair value (1) (75,436 ) (105,145 ) (180,581 ) Fair value as of December 31, 2022 $ 20,623 $ 2,634 $ 23,257 |
Convertible Promissory Notes [Member] | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of fair value of warrant liabilities | Fair value as of December 31, 2021 $ 975,324 Proceeds received through Convertible Promissory Note 750,000 Interest accrued 36,102 Proceeds in excess of fair value (109,078 ) Change in fair value (139,936 ) Fair value as of December 31, 2022 $ 1,512,412 |
Description of Organization, _2
Description of Organization, Business Operations, and Going Concern (Details) - USD ($) | 12 Months Ended | |||||||||
Aug. 12, 2022 | Feb. 09, 2022 | Nov. 10, 2021 | Nov. 12, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Nov. 16, 2022 | Oct. 06, 2022 | Aug. 25, 2022 | Feb. 13, 2022 | |
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Sale of stock (in Shares) | 479,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10.3 | ||||||||
Number of units (in Shares) | 65,000 | |||||||||
Number of purchase share (in Shares) | 3,750,000 | |||||||||
Market price per right (in Dollars per share) | $ 0.2 | |||||||||
Cash underwriting fee | $ 1,575,000 | |||||||||
Fair value of warrants | 424,270 | |||||||||
Fair value of representatives shares value | 653,250 | |||||||||
Other cost offering cost | $ 593,861 | |||||||||
Units per share (in Dollars per share) | $ 0.1 | $ 0.15 | ||||||||
Amount of trust account | $ 900,000 | |||||||||
Deposit an additional amount | $ 303,944 | |||||||||
Aggregate fair market value, percentage | 80% | |||||||||
Business combination, description | The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.17 per share, subsequently plus $0.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), with the exception of the Backstop Investors who, pursuant the Backstop Agreements, agreed not to redeem certain Edoc shares in connection with the Company’s shareholder meeting to approve an extension of the date by which the Company had to consummate a Business Combination from February 12, 2022 to August 12, 2022 (See Note 6). | |||||||||
Net tangible assets | $ 5,000,001 | |||||||||
Redeem public shares, percentage | 100% | |||||||||
Public per share (in Dollars per share) | $ 10.52 | |||||||||
Per share reduction in the value of trust accounts (in Dollars per share) | $ 10.52 | |||||||||
Business combination agreement , description | The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) $190,000,000, plus (or minus if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco ordinary share to be issued to the Sellers valued at $10.00. | |||||||||
Operating bank account | $ 13,726 | |||||||||
Working capital deficit | 4,280,406 | |||||||||
Interest bearing convertible promissory amount | $ 900,000 | |||||||||
Accrued interest | 842,069 | |||||||||
Principal amount | $ 750,000 | |||||||||
Outstanding amount | 202,460 | |||||||||
Fair market value note outstanding | 670,343 | |||||||||
Aggregate principal amount | $ 303,994 | $ 500,000 | $ 202,460 | |||||||
Initial Public Offering [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Sale of stock (in Shares) | 9,000,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||
Transaction cost | $ 3,246,381 | |||||||||
Fair value of representatives shares value | $ 653,250 | |||||||||
Net proceeds | $ 91,530,000 | |||||||||
Units per share (in Dollars per share) | $ 0.1 | $ 10.17 | ||||||||
Amount of trust account | $ 202,460 | |||||||||
Trust account per public share (in Dollars per share) | $ 10 | |||||||||
Private Placement [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Sale of stock (in Shares) | 479,000 | |||||||||
Sponsor [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Outstanding amount | $ 750,000 | |||||||||
Interest bearing promissory note outstandings | $ 500,000 | |||||||||
Class A ordinary shares [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 0.0001 | |||||||||
Business Combination [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Business combination, description | 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. | In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Class A ordinary shares. As a result, an aggregate of $64,996,858 (or approximately ($10.27 per share) was released from the Trust Account to pay such shareholders. | ||||||||
Outstanding voting securities percentage | 50% | |||||||||
I-Banker [Member] | ||||||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | ||||||||||
Number of purchase share (in Shares) | 1,250,000 | |||||||||
Market price per right (in Dollars per share) | $ 0.2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | 13 Months Ended | ||||
Nov. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Jan. 23, 2023 | Dec. 31, 2021 | Nov. 12, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Federal depository insurance coverage limit | $ 250,000 | |||||
Trust account | $ 900,000 | |||||
Trust account per share (in Dollars per share) | $ 0.1 | |||||
Aggregate of ordinary shares (in Shares) | 6,326,758 | |||||
Aggregate of trust account to pay shareholders | $ 64,996,858 | |||||
Aggregate price per share (in Dollars per share) | $ 10.27 | |||||
Redeem an aggregate share (in Shares) | 646,617 | |||||
Aggregate amount | $ 6,660,150 | |||||
Aggregate per share (in Dollars per share) | $ 10.3 | $ 10 | ||||
Trust account | $ 202,460 | |||||
Private warrants (in Shares) | 479,000 | |||||
Offering costs | $ 3,246,381 | |||||
Underwriting fee | 1,575,000 | |||||
Fair value of representatives warrants | 424,270 | |||||
Fair value of representative's shares value | $ 653,250 | |||||
Other cash offering costs | 593,861 | |||||
Aggregate an ordinary shares (in Shares) | 646,617 | |||||
Aggregate amount | $ 6,660,150 | |||||
Price per share (in Dollars per share) | $ 10.3 | |||||
Aggregate class A ordinary shares (in Shares) | 6,137,400 | |||||
IPO [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Aggregate per share (in Dollars per share) | $ 10 | |||||
Representative's Warrants issued | $ 450,000 | |||||
Fair value of representative's shares value | $ 653,250 | |||||
Share price (in Dollars per share) | $ 10 | |||||
Class A Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Trust account per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Aggregate of ordinary shares (in Shares) | 6,326,758 | |||||
Aggregate of trust account to pay shareholders | $ 64,996,858 | |||||
Share price (in Dollars per share) | $ 10.27 | |||||
Class A ordinary shares subject to possible redemption (in Shares) | 2,026,625 | 9,000,000 | ||||
Subsequent Event [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Trust account per share (in Dollars per share) | $ 0.1 | |||||
Additional trust account | $ 303,944 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected in the balance sheets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Class AOrdinary Shares Reflected In The Balance Sheets Abstract | ||
Gross proceeds | $ 90,000,000 | |
Less: | ||
Ordinary share issuance costs | (3,246,381) | |
Plus: | ||
Fair value adjustment of carrying value to redemption value | $ 516,615 | 5,705,929 |
Contingently redeemable ordinary shares | 21,319,155 | $ 92,459,548 |
Less: | ||
Redemption of 6,326,758 shares | (64,996,858) | |
Redemption 6,326,758 shares | $ (6,660,150) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected in the balance sheets (Parentheticals) | 12 Months Ended |
Dec. 31, 2022 shares | |
Schedule Of Class AOrdinary Shares Reflected In The Balance Sheets Abstract | |
Redemption of shares | 6,326,758 |
Redemption of shares | 6,326,758 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (4,049,496) | $ (686,117) |
Denominator: | ||
Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted | 3,122,111 | 9,000,000 |
Basic and Diluted net loss per share, Redeemable Class A Ordinary shares | $ (1.3) | $ (0.08) |
Numerator: | ||
Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption | $ (3,636,894) | $ (213,763) |
Denominator: | ||
Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted | 2,804,000 | 2,804,000 |
Basic and diluted net loss per share, ordinary shares | $ (1.3) | $ (0.08) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Basic And Diluted Loss Per Ordinary Share Abstract | ||
Basic and Diluted net loss per share, Redeemable Class A Ordinary shares | $ (1.30) | $ (0.08) |
Basic and diluted net loss per share, ordinary shares | $ (1.30) | $ (0.08) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Expiration period | 5 years |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock (in Shares) | shares | 9,000,000 |
Price per unit | $ 10 |
Class A Ordinary Shares [Member] | |
Initial Public Offering (Details) [Line Items] | |
Price per unit | $ 10.27 |
Common stock, description | Each unit consists of one share of Class A ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one right (“Rights”). |
Public warrant per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Aggregate of bankers purchased private units | 65,000 |
Aggregate of private units | 479,000 |
Aggregate of private unit price (in Dollars per share) | $ / shares | $ 10 |
Warrants exercised term | 5 years |
Redeem public shares, percentage | 100% |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price (in Dollars) | $ | $ 4,790,000 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of sponsor private units | 414,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 16, 2022 | Oct. 06, 2022 | Nov. 09, 2021 | Nov. 12, 2020 | Nov. 09, 2020 | Aug. 25, 2022 | Feb. 13, 2022 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 24, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Issuance of sponsor shares (in Shares) | 479,000 | |||||||||||
Issuance of price per share (in Dollars per share) | $ 10 | $ 10.3 | ||||||||||
Principal amount | $ 750,000 | |||||||||||
Formation cost | $ 177,591 | |||||||||||
Aggregate principal amount | $ 202,460 | |||||||||||
Promissory note | $ 202,460 | $ 500,000 | ||||||||||
Principal amount | $ 303,994 | $ 500,000 | ||||||||||
Deposits | 303,944 | |||||||||||
Related party extension loans, description | the Company’s board of directors approved the first extension of the date by which the Company has to consummate a Business Combination from November 12, 2021, to February 12, 2022. In connection with the extension, the Sponsor deposited into the Trust Account $0.10 for each of the 9,000,000 shares issued in the Initial Public Offering, for a total of $900,000. The Company issued the Sponsor an interest bearing unsecured promissory note (the “November 2021 Note”) in the principal amount of $900,000 which is payable by the Company upon the earlier of the consummation of the Business Combination or the liquidation of the Company on or before February 12, 2023 (unless such date is extended by the Company’s board of directors). Simple interest will accrue on the unpaid principal balance of the November 2021 Note at the rate of 4% per annum based on 365 days a year. The November 2021 Note may be repaid in cash or convertible into units consisting of one ordinary share, one right exchangeable into one-tenth of one ordinary share, and one warrant exercisable for one-half of one ordinary share at $11.50 per share equal to (x) the portion of the principal amount of and accrued interest under the November 2021 Note being converted divided by (y) $10.00 rounded up to the nearest whole number of units. | |||||||||||
Outstanding amount | $ 900,000 | $ 900,000 | ||||||||||
Accrued interest | 41,129 | $ 5,027 | ||||||||||
Unpaid principal amount | $ 600,000 | |||||||||||
Conversion per share (in Dollars per share) | $ 10 | |||||||||||
Outstanding amount | $ 750,000 | |||||||||||
Office rent per month | $ 10,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Shares subject to forfeiture (in Shares) | 337,500 | |||||||||||
Promissory Note Related Party [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Principal amount | $ 101,331 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Issuance of sponsor shares (in Shares) | 2,875,000 | |||||||||||
Founder shares (in Shares) | 287,500 | 2,250,000 | ||||||||||
Founder shares outstanding (in Shares) | 2,587,500 | |||||||||||
Shares subject to forfeiture (in Shares) | 337,500 | |||||||||||
Class B Ordinary Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Issuance of sponsor shares | $ 25,000 | |||||||||||
Issuance of price per share (in Dollars per share) | $ 0.01 | |||||||||||
Unsecured Promissory Note [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Principal amount | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Feb. 02, 2022 | Nov. 12, 2020 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriters compensation | $ 653,250 | ||
Representative's warrants, description | The Company initially estimated the fair value of the Representative’s Warrants at $424,270 using the Monte Carlo simulation model. As of December 31, 2021, the fair value of the Representative’s Warrant granted to the underwriters is estimated to be $107,779 using the following assumptions: (1) expected volatility of 6.5%, (2) risk-free interest rate of 1.29% and (3) expected life of 5.39 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. | ||
Cash underwriting discount | 1.75% | ||
Gross proceeds of initial public offering | $ 1,575,000 | ||
Percentage of advisory fee | 2.75% | ||
Open market purchases, description | 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. | ||
Backstop transferred founders shares, description | Additionally, if the Business Combination was not consummated by May 12, 2022, then for each monthly period from May 12, 2022 until August 12, 2022 that the Business Combination had not closed, Edoc shall issue 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) were to 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 had not closed by such dates. On July 22, 2022, 225,940 more Backstop Transferred Founder Shares were transferred by the Sponsor to the Backstop investors. The Company recognized $5,739,976 and $0 of finance costs, at the per share price of $10.24, respectively, for the year ended December 31, 2022 and 2021 for the transfer of shares associated with the agreement in the statements of operations of the financial statements. | ||
Business combination agreement, description | The total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) $190,000,000, plus (or minus if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco ordinary share to be issued to the Sellers valued at $10.00. | ||
Business combination, description | 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 Forward Share Purchase 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). | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Gross proceeds | $ 2,475,000 | ||
Class A Ordinary Shares [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Issued of underwriter shares | 75,000 | ||
Ordinary price per share | $ 0.01 | ||
Purchase of representative's warrant | 450,000 | ||
Class B Ordinary Shares [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate of shares | 338,907 | ||
Sponsor [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of market shares | 1,250,000 | ||
Market share price to exceeds | $ 0.2 |
Warrants and Rights (Details)
Warrants and Rights (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights [Abstract] | |
Warrants, description | Warrants — Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. |
Warrant expire, term | 5 years |
Private warrants redemption, description | ●at any time while the warrants are exercisable, ●upon not less than 30 days’ prior written notice of redemption to each warrant holder, ●if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ●if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 24, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 09, 2020 | |
Shareholders’ Deficit (Details) [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred shares issued | |||||
Preferred shares outstanding | |||||
Business combination warrants, description | The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued | 554,000 | 554,000 | |||
Ordinary shares, shares outstanding | 554,000 | 554,000 | |||
Ordinary shares, subject to possible redemption | 2,026,625 | 9,000,000 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued | 2,250,000 | 2,250,000 | 2,587,500 | ||
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 | 2,587,500 | ||
Ordinary shares, subscribed | 2,875,000 | ||||
Issued ordinary shares (in Dollars) | $ 25,000 | ||||
Issued and outstanding share percentage (in Dollars) | $ 0.01 | ||||
Initial stockholders holding an aggregate of founders shares | 287,500 | ||||
Ordinary shares outstanding percentage | 20% | ||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Forfeited shares | 337,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) |
Fair Value Measurements (Details) [Line Items] | ||
Strike price (in Dollars per Share) | $ / shares | 12 | |
Money Market Funds [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Trust Account | $ 21,319,155 | |
U.S. Treasury Bills [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Trust Account | $ 92,459,548 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | U.S. Money Market Funds Held in Trust Account [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market Funds Held in Trust Account | $ 21,319,155 | $ 92,459,548 |
Level 3 [Member] | Warrant liability—Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | 20,623 | 96,059 |
Level 3 [Member] | Warrant liability—Representative’s Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | 2,634 | 107,779 |
Level 3 [Member] | Convertible Promissory Note [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | $ 1,512,412 | $ 975,324 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Share price (in Dollars per share) | $ 10.5 | $ 10.21 |
Expected volatility | 8% | 6.50% |
Expected life | 8 months 12 days | 5 years 4 months 20 days |
Risk-free interest rate | 4.75% | 1.29% |
Dividend yield | ||
Convertible Promissory Note [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Share price (in Dollars per share) | $ 10.63 | $ 10.82 |
Probability of transaction | 85% | 90% |
Expected volatility | 4% | 4.90% |
Risk-free interest rate | 4.43% | 0.84% |
Time to Expiration (in years) | 3 months 3 days | 4 months 20 days |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | $ 96,059 | |
Change in fair value | (75,436) | [1] |
Fair value as of the ending balance | 20,623 | |
Representative’s Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | 107,779 | |
Change in fair value | (105,145) | [1] |
Fair value as of the ending balance | 2,634 | |
Warrant Liability [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | 203,838 | |
Change in fair value | (180,581) | [1] |
Fair value as of the ending balance | $ 23,257 | |
[1]Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Change in fair value of warrant liability on the statements of operations. |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - Convertible Promissory Note [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of beginning balance | $ 975,324 |
Proceeds received through Convertible Promissory Note | 750,000 |
Interest accrued | 36,102 |
Proceeds in excess of fair value | (109,078) |
Change in fair value | (139,936) |
Fair value as of the ending balance | $ 1,512,412 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Jan. 23, 2023 | Jan. 10, 2023 |
Subsequent Events (Details) [Line Items] | ||
Principal amount | $450,000 | |
Outstanding amount | $ 200,000 | |
Applicable interest | $ 303,944 |