United States securities and exchange commission logo
October 9, 2020
Kevin Chen
Chief Executive Officer
Edoc Acquisition Corp.
7612 Main Street Fishers
Suite 200
Victor, NY 14564
Re: Edoc Acquisition
Corp.
Registration
Statement on Form S-1
Filed September 15,
2020
File No. 333-248819
Dear Mr. Chen:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 15, 2020
Cover page
1. We note your disclosure
on page 102 that holders of your Class B common stock will
have the right to elect
all of your directors prior to your initial business combination and
that holders of a
majority of your founder shares may remove a director for any reason.
Please revise your
cover page and risk factors section to disclose the respective voting
rights of your Class B
and Class A ordinary shares.
Summary, page 1
2. You disclose that
Xiaoping Becky Zhang is the sole managing member of your sponsor,
American Physicians
LLC. From disclosure on page 34, it appears that all
Kevin Chen
Edoc Acquisition Corp.
October 9, 2020
Page 2
2,875,000 founder shares were issued to your sponsor. At page 95, you
further disclose
that your "initial shareholders, sponsor and [y]our executive officers
and directors, may be
deemed to be [y]our 'promoters' under Rule 405 of Regulation C. As all
founder shares
were issued to the sponsor and Ms. Zhang is the sole managing member,
please also
describe the business experience of Ms. Zhang relevant to your business
strategy. See
also Item 404(c) of Regulation S-K.
Business Strategy, page 3
3. Please revise to disclose how I-Bankers' activities under the business
combination
marketing agreement are part of your business strategy. On page 132 you
disclose that you
will engage I-Bankers as an advisor in connection with your business
combination, to
assist in evaluating possible acquisition candidates, assist in holding
meetings with your
shareholders to discuss the potential business combination and the target
business
attributes, and introduce you to potential investors that are interested
in purchasing your
securities in connection with your initial business combination, among
other activities.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kevin
Dougherty,
Staff Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at
(202) 551-
3642 with any other questions.
Sincerely,
FirstName LastNameKevin Chen
Division of
Corporation Finance
Comapany NameEdoc Acquisition Corp.
Office of Energy &
Transportation
October 9, 2020 Page 2
cc: Jessica Yuan, Esq.
FirstName LastName