```markdown [General Information](index=1&type=section&id=General%20Information) [Registrant Details and Status](index=1&type=section&id=Registrant%20Details%20and%20Status) DHAC is a Delaware-incorporated blank check company, classified as a non-accelerated filer, smaller reporting company, emerging growth company, and shell company, with its securities listed on Nasdaq - DHAC is classified as a non-accelerated filer, smaller reporting company, emerging growth company, and a shell company[5](index=5&type=chunk) Securities Registered on Nasdaq | Title of each class | Trading Symbol | Name of each exchange on which registered | | :------------------ | :------------- | :---------------------------------------- | | Units | DHACU | The Nasdaq Stock Market LLC | | Common Stock | DHAC | The Nasdaq Stock Market LLC | | Redeemable Warrants | DHACW | The Nasdaq Stock Market LLC | - As of **April 12, 2024**, there were **3,603,966 shares** of common stock, par value $0.0001 per share, issued and outstanding[6](index=6&type=chunk) [Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Nature and Risks of Forward-Looking Statements](index=3&type=section&id=Nature%20and%20Risks%20of%20Forward-Looking%20Statements) Forward-looking statements in this report, based on current expectations, involve risks and uncertainties that could cause actual results to differ materially - Forward-looking statements relate to expectations, hopes, beliefs, intentions, or strategies regarding the future, including projections and forecasts of future events or circumstances[10](index=10&type=chunk) - Key areas of forward-looking statements include: - Ability to complete initial business combination - Success in retaining or recruiting officers, key employees, or directors following initial business combination - Officers and directors allocating time to other businesses and potential conflicts of interest - Potential ability to obtain additional financing to complete initial business combination - Pool of prospective target businesses - Ability of officers and directors to generate investment opportunities - Potential change in control if target businesses are acquired for stock - Potential liquidity and trading of securities - Lack of a market for securities - Use of proceeds not held in the trust account or available from interest income - Financial performance following IPO[12](index=12&type=chunk) - Forward-looking statements involve risks, uncertainties (some beyond control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied[11](index=11&type=chunk) [PART I](index=4&type=section&id=PART%20I) [Business Overview](index=4&type=section&id=ITEM%201.%20BUSINESS) DHAC is a blank check company targeting technology and healthcare businesses, with its IPO completed in 2021 and business combination deadline extended to May 8, 2024 - **DHAC** is a **blank check company** 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[14](index=14&type=chunk) - The company intends to focus on established, technology and healthcare focused businesses that have an aggregate enterprise value of approximately **$175 million to $500 million**[14](index=14&type=chunk)[23](index=23&type=chunk) - Key financial and operational milestones include: - **IPO** Consummation: **November 8, 2021** - Gross Proceeds from **IPO**: **$115,000,000** from **11,500,000 units** at **$10.00 per unit** - **Private Placement**: **557,000 units** sold to the **Sponsor** for **$5,570,000** - **Trust Account** Deposit: Approximately **$116,725,000** of net proceeds placed in a **Trust Account** - **Business Combination** Deadline: Currently extended to **May 8, 2024**[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) [Risk Factors](index=8&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, DHAC is not required to provide specific disclosures under this item - As a **smaller reporting company**, **DHAC** is not required to make disclosures under this Item[36](index=36&type=chunk) [Unresolved Staff Comments](index=8&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to DHAC - Not applicable[37](index=37&type=chunk) [Cybersecurity](index=8&type=section&id=ITEM%201C.%20CYBERSECURITY) As a SPAC with no business operations, DHAC does not face significant cybersecurity risk and has not adopted a formal risk management program, with board oversight - **DHAC** is a **SPAC** with no business operations, focused on identifying, evaluating, and completing merger transactions[38](index=38&type=chunk) - The company does not consider that it faces significant cybersecurity risk and has not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk[38](index=38&type=chunk) - The board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. No cybersecurity incidents have been encountered since the **IPO**[38](index=38&type=chunk) [Properties](index=8&type=section&id=ITEM%202.%20PROPERTIES) DHAC maintains adequate executive offices in Boca Raton, FL, provided by a sponsor affiliate for a monthly administrative fee of $10,000 - Executive offices are located at 980 N Federal Hwy 304, Boca Raton, FL 33432[39](index=39&type=chunk) - An affiliate of the **Sponsor** makes the office space available for a monthly administrative fee of **$10,000**[39](index=39&type=chunk) - The current office space is considered adequate for current operations[39](index=39&type=chunk) [Legal Proceedings](index=8&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) DHAC is not aware of any current legal proceedings or claims that could materially adversely affect its business or financial condition - The company may be subject to legal proceedings, investigations, and claims incidental to the conduct of its business from time to time[40](index=40&type=chunk) - **DHAC** is not aware of any other legal proceeding, investigation, or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on its business, financial condition, or results of operations[40](index=40&type=chunk) [Mine Safety Disclosures](index=8&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to DHAC - Not Applicable[41](index=41&type=chunk) [PART II](index=9&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=9&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) DHAC's securities trade on Nasdaq Capital Market after a 2023 transfer due to non-compliance, with no cash dividends paid or intended before a business combination - **DHAC**'s units, **common stock**, and warrants are currently trading on The **Nasdaq Capital Market** under the symbols 'DHACU,' 'DHAC,' and 'DHACW,' respectively[43](index=43&type=chunk) - On **October 30, 2023**, **DHAC**'s securities began trading on the **Nasdaq Capital Market** after approval of its application to transfer from the **Nasdaq Global Market** due to non-compliance with listing standards[44](index=44&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - As of **March 5, 2024**, there were **3,603,966 shares** of **common stock** issued and outstanding held by approximately 15 stockholders of record[45](index=45&type=chunk) - **DHAC** has not paid any cash dividends on its **common stock** to date and does not intend to pay cash dividends prior to the completion of an initial **Business Combination**[46](index=46&type=chunk) - Key financial events and trust account activities: - **IPO** Gross Proceeds: **$115,000,000** from **11,500,000 units** at **$10.00 per unit** (**November 8, 2021**) - **Private Placement** Gross Proceeds: **$5,570,000** from **557,000 units** at **$10.00 per unit** to the **Sponsor** (simultaneously with **IPO**) - **Trust Account** Deposit: Approximately **$116,725,000** of net proceeds from **IPO** and **private placement** placed in the **Trust Account** - Redemptions (**October 20, 2022**): **10,805,877 shares** redeemed, **$110,472,254** withdrawn from **Trust Account** - Redemptions (**November 6, 2023**): **579,157 shares** redeemed, leaving **114,966 shares** subject to redemption - **Trust Account** Deposits for Extensions: **$350,000** on **May 5, 2023**, and **$350,000** on **October 26, 2023**[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - In **February 2023**, **DHAC** issued **20,000 shares** of **common stock** in a legal settlement[49](index=49&type=chunk) [Reserved](index=10&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is intentionally left blank - Reserved[56](index=56&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=10&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) DHAC's financial condition and operations are reviewed, noting its blank check status, a **$4.4 million** net loss in 2023, and a going concern issue due to limited cash and the November 8, 2024, liquidation date - **DHAC** is a **blank check company** formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar **Business Combination** with one or more businesses or entities, focusing on technology and healthcare[57](index=57&type=chunk)[59](index=59&type=chunk) - Key financial and operational milestones include: - **IPO** Consummation: **November 8, 2021**, generating **$115,000,000** gross proceeds - **Private Placement**: Sale of **557,000 units** to the **Sponsor** for **$5,570,000** gross proceeds - **Trust Account** Deposit: **$116,725,000** deposited into the **Trust Account**[60](index=60&type=chunk)[61](index=61&type=chunk) - Stockholders approved amendments to extend the **SPAC** term, with the current deadline for completing a **Business Combination** being **May 8, 2024**, and potential for further extensions up to **November 8, 2024**[62](index=62&type=chunk)[77](index=77&type=chunk) - **DHAC** transferred its listing from The **Nasdaq Global Market** to The **Nasdaq Capital Market** on **October 30, 2023**, following non-compliance with **MVLS**, **MVPHS**, and total shareholders requirements[64](index=64&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - On **November 21, 2023**, **DHAC** entered into the **Third Amended and Restated Business Combination Agreement** with **VSee Lab, Inc.** and **iDoc Virtual Telehealth Solutions, Inc.**, contemplating mergers of subsidiaries into **VSee** and **iDoc**[71](index=71&type=chunk) - The **Business Combination** implies a **$53.9 million** post-closing equity value and a current combined equity value of **VSee** and **iDoc** at **$110 million**[72](index=72&type=chunk) Net Loss for the Years Ended December 31 | Year Ended December 31, | Net Loss ($) | | :---------------------- | :----------- | | 2023 | $(4,413,866) | | 2022 | $(3,242,501) | - Key expenses and income for 2023: - Key Expenses (**2023**): **General and administrative expenses** (**$2,593,765**), **default interest expense** related to **Bridge Notes** (**$1,579,927**), **interest expense** related to **Bridge Notes** (**$429,007**) - **Interest Income** (**2023**): **$358,767** from investments held in the **Trust Account**[94](index=94&type=chunk) - As of **December 31, 2023**, **DHAC** had **$1,863** in cash and a **working capital deficiency** of **$7,982,537**[96](index=96&type=chunk)[124](index=124&type=chunk) - The **liquidity condition**, mandatory liquidation, and subsequent dissolution on **November 8, 2024**, raise substantial doubt about the Company's ability to continue as a **going concern**[124](index=124&type=chunk)[303](index=303&type=chunk) - A liability of **$72,396** was booked for the 1% excise tax on shares redeemed during **2023**, as per the **Inflation Reduction Act of 2022**[346](index=346&type=chunk) [The Business Combination Agreement](index=14&type=section&id=The%20Business%20Combination%20Agreement) [Business Combination Related Financing Transactions](index=16&type=section&id=Business%20Combination%20Related%20Financing%20Transactions) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) [Common stock subject to possible redemption](index=28&type=section&id=Common%20stock%20subject%20to%20possible%20redemption) [Warrant Instruments (Accounting Treatment)](index=30&type=section&id=Warrant%20Instruments) [Financial Instruments (Accounting Treatment)](index=30&type=section&id=Financial%20Instruments) [Recent Accounting Standards](index=30&type=section&id=Recent%20Accounting%20Standards) [Inflation Reduction Act of 2022](index=30&type=section&id=Inflation%20Reduction%20Act%20of%202022) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, DHAC is not required to provide disclosures under this item - Not required for smaller reporting companies[134](index=134&type=chunk) [Financial Statements and Supplementary Data](index=30&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item refers to the financial statements and supplementary data located after Item 15 of this report - This information appears following Item 15 of this Report and is included herein by reference[135](index=135&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=30&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There have been no changes in or disagreements with accountants on accounting and financial disclosure - None[136](index=136&type=chunk) [Controls and Procedures](index=32&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) DHAC's management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes - As of **December 31, 2023**, **DHAC**'s disclosure controls and procedures were effective[138](index=138&type=chunk) - Management determined that **DHAC** maintains effective **internal control over financial reporting** as of **December 31, 2023**, based on the **COSO Internal Control — Integrated Framework (2013)**[141](index=141&type=chunk) - There were no changes in **internal control over financial reporting** during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, **internal control over financial reporting**[143](index=143&type=chunk) [Other Information](index=33&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item - None[144](index=144&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=33&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to DHAC - Not applicable[145](index=145&type=chunk) [PART III](index=34&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=34&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) DHAC's board of five members, including independent directors, has three standing committees, and the company has adopted a code of ethics and is Section 16(a) compliant - The board of directors consists of **five directors**[156](index=156&type=chunk) - Key executive officers and board committees: - **Scott Wolf**: Chief Executive Officer, Corporate Secretary, and Chairman - **Daniel Sullivan**: Chief Financial Officer[149](index=149&type=chunk)[150](index=150&type=chunk) - **Kevin Lowdermilk**, **Frank Ciufo**, **George McNellage**, and **Scott Metzger** are independent directors[159](index=159&type=chunk) - Key executive officers and board committees: - **Audit Committee**: Chaired by **Kevin Lowdermilk**; members include **George McNellage** and **Frank Ciufo**. All are independent directors and financial experts - **Nominating Committee**: Chaired by **Scott Metzger**; members include **Kevin Lowdermilk** and **George McNellage**. All are independent directors - **Compensation Committee**: Chaired by **George McNellage**; members include **Kevin Lowdermilk** and **Frank Ciufo**. All are independent directors[161](index=161&type=chunk)[162](index=162&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[170](index=170&type=chunk) - **DHAC** has adopted a code of ethics that applies to all executive officers, directors, and employees[172](index=172&type=chunk) - All **Section 16(a)** filing requirements applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner[174](index=174&type=chunk) [Executive Compensation](index=40&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) DHAC has not entered into employment agreements or paid cash compensation to executive officers, who are reimbursed for expenses, and the board adopted a clawback policy for incentive compensation - **DHAC** has not entered into any employment agreements with its executive officers[175](index=175&type=chunk) - No executive officer has received any cash compensation for services rendered to **DHAC**. Officers and directors are reimbursed for out-of-pocket expenses incurred in connection with company activities[176](index=176&type=chunk) - Prior to the consummation of an initial **Business Combination**, the **compensation committee** will primarily be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial **Business Combination**[171](index=171&type=chunk) - In **November 2023**, the Board of Directors adopted a **clawback policy** covering current and former executive officers for incentive compensation in the event of a material financial restatement[178](index=178&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=43&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details DHAC's common stock beneficial ownership as of April 12, 2024, with Digital Health Sponsor LLC as the largest owner (**76.60%**) and the executive officers and directors group owning **7.65%** - As of **April 12, 2024**, **DHAC** had **3,603,966 shares** of **common stock** issued and outstanding[180](index=180&type=chunk) Beneficial Ownership of Common Stock (April 12, 2024) | Name and Address of Beneficial Owner | Number of Shares of DHAC Common Stock Beneficially Owned (shares) | % of Class (%) | | :----------------------------------- | :-------------------------------------------------------- | :--------- | | Digital Health Sponsor LLC | 3,187,250 | 76.60 % | | SCS Capital Partners, LLC | 500,000 | 13.87 % | | Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B | 200,000 | 5.55 % | | Scott Wolf | 175,000 | 4.86 % | | Daniel Sullivan | 75,000 | 2.08 % | | All Directors and Executive Officers of DHAC as a Group (6 individuals) | 275,875 | 7.65 % | - **Digital Health Sponsor LLC**'s ownership consists of **2,073,250 founder shares**, **557,000 shares** of **DHAC Common Stock** underlying the **Private Placement Units**, and **557,000 redeemable warrants**[182](index=182&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=45&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This item details various related-party transactions, including founder shares, working capital loans, and financing agreements, all subject to independent director or audit committee approval for fair terms - Key related-party transactions and agreements: - **Founder Shares**: Initial stockholders purchased **4,312,500 shares** for **$25,000**, later adjusted to **2,875,000 shares**. Subject to lock-up until **180 days** post-business combination or stock price conditions - **Working Capital Loans**: **Sponsor** and affiliates may loan funds for transaction costs. A **$350,000 loan** from the **Sponsor** (**Oct 2022**) and **$765,000 in loans** from **SCS Capital Partners LLC** (**Feb/Aug/May 2023**) are to be converted into **Series A Preferred Shares** at Closing - **Administrative Services Agreement**: **$10,000** per month paid to a **Sponsor** affiliate for office space and services[185](index=185&type=chunk)[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[220](index=220&type=chunk) - On **October 4, 2023**, **DHAC** defaulted on the **Bridge Note**, leading to a total amount due of **$2,523,744**, including a **125%** mandatory default penalty, a **10%** late fee, and **24%** default interest[101](index=101&type=chunk)[416](index=416&type=chunk) - Key related-party transactions and agreements: - **Exchange Note**: On **November 21, 2023**, certain **Bridge Note** amounts were exchanged for a **$2,523,744 Exchange Note**, bearing **8% interest**, convertible into **common stock** at **$10.00 per share** (subject to reset) - **Additional Bridge Notes**: On **November 21, 2023**, the **Bridge Investor** agreed to purchase additional promissory notes in the aggregate principal amount of **$166,667**, bearing **8% interest**, convertible at **$10.00 per share** (subject to reset). **$100,000** was funded as of **December 31, 2023** - **Quantum Financing**: On **November 21, 2023**, the **Quantum Investor** (**33%** owned by Lawrence Sands, manager of **Sponsor**) subscribed for a **$3,000,000 convertible promissory note** with a **7% original issue discount**, bearing **12% interest**, convertible at **$10.00 per share** or **85%** of the lowest daily **VWAP** (subject to reset) - **Equity Financing (ELOC)**: On **November 21, 2023**, **DHAC** entered into an **equity line of credit agreement** with an affiliate of the **Bridge Investor** for up to **$50,000,000** of **common stock** over a **36-month period** post-closing. A **$500,000 convertible note** will be issued as a **commitment fee**[109](index=109&type=chunk)[110](index=110&type=chunk)[113](index=113&type=chunk)[116](index=116&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) - All ongoing and future related-party transactions require prior approval by a majority of uninterested independent directors or the **audit committee** to ensure terms are no less favorable than those available from unaffiliated third parties[223](index=223&type=chunk)[226](index=226&type=chunk) [Principal Accountant Fees and Services](index=55&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) WithumSmith+Brown, PC served as DHAC's independent registered public accounting firm, with audit fees of **$84,200** for 2023 and 2022, and all services pre-approved by the audit committee - **WithumSmith+Brown, PC** acts as **DHAC**'s independent registered public accounting firm[230](index=230&type=chunk) Audit Fees Paid to WithumSmith+Brown, PC | Year Ended December 31, | Audit Fees ($) | | :---------------------- | :--------- | | 2023 | $84,200 | | 2022 | $84,200 | - No audit-related fees, tax fees, or other fees were paid to **WithumSmith+Brown, PC** for the years ended **December 31, 2023** and **2022**[232](index=232&type=chunk)[233](index=233&type=chunk) - All auditing services and permitted non-audit services are pre-approved by the **audit committee** (or the board of directors prior to its formation)[234](index=234&type=chunk) [PART IV](index=57&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=57&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This item lists the financial statements and supplementary data, including Consolidated Balance Sheets and Statements of Operations, along with an index of exhibits filed as part of this Form 10-K - Key financial statements and exhibits: - **Financial Statements**: Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Stockholders' Deficit, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements (pages F-2 to F-39) - **Financial Statement Schedules**: None - **Exhibits**: Includes the **Third Amended and Restated Business Combination Agreement**, Amended and Restated Certificate of Incorporation, Warrant Agreement, various Securities Purchase Agreements, and other key documents[237](index=237&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[248](index=248&type=chunk) [Financial Statements](index=64&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=65&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) WithumSmith+Brown, PC issued an unqualified opinion on DHAC's consolidated financial statements for 2023 and 2022, but highlighted a 'going concern' uncertainty due to liquidity and the November 8, 2024, liquidation date - **WithumSmith+Brown, PC** issued an **unqualified opinion** on the consolidated financial statements of **Digital Health Acquisition Corp.** as of **December 31, 2023** and **2022**[249](index=249&type=chunk) - The accompanying consolidated financial statements have been prepared assuming the Company will continue as a **going concern**, but the **mandatory liquidation date** of **November 8, 2024**, and **liquidity condition** raise substantial doubt about this ability[250](index=250&type=chunk) - **WithumSmith+Brown, PC** has served as the Company's auditor since **2021**[254](index=254&type=chunk) [Consolidated Balance Sheets](index=66&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2023, DHAC reported total assets of **$1.37 million** (down from **$7.63 million** in 2022), total liabilities of **$12.35 million** (up from **$7.67 million**), and a stockholders' deficit of **$(12.27 million)** Total Assets | Year Ended December 31, | Amount ($) | | :---------------------- | :----------- | | 2023 | $1,370,500 | | 2022 | $7,634,367 | Investments Held in Trust Account | Year Ended December 31, | Amount ($) | | :---------------------- | :----------- | | 2023 | $1,368,637 | | 2022 | $7,527,369 | Total Liabilities | Year Ended December 31, | Amount ($) | | :---------------------- | :----------- | | 2023 | $12,354,400 | | 2022 | $7,665,614 | Stockholders' Deficit | Year Ended December 31, | Amount ($) | | :---------------------- | :------------ | | 2023 | $(12,265,857) | | 2022 | $(7,426,596) | - Key current liabilities as of **December 31, 2023**: - Key Current Liabilities (**Dec 31, 2023**): **Accounts payable and accrued expenses** (**$3,303,836**), **Exchange Note** (**$2,621,558**), **Promissory note – related party** (**$926,500**), **Deferred underwriting fee payable** (**$4,370,000**)[256](index=256&type=chunk) [Consolidated Statements of Operations](index=67&type=section&id=Consolidated%20Statements%20of%20Operations) DHAC reported a net loss of **$4.41 million** for 2023 (up from **$3.24 million** in 2022), primarily due to general and administrative expenses and default interest, resulting in a basic and diluted net loss per common share of **$(1.08)** Net Loss | Year Ended December 31, | Net Loss ($) | | :---------------------- | :----------- | | 2023 | $(4,413,866) | | 2022 | $(3,242,501) | Loss from Operations | Year Ended December 31, | Loss from Operations ($) | | :---------------------- | :------------------- | | 2023 | $(2,593,765) | | 2022 | $(3,594,967) | - Key expenses and interest income for 2023: - Key Expenses (**2023**): **Default interest expense – Bridge Note** (**$1,579,927**), **Interest expense – Bridge Note** (**$429,007**), **General and administrative expenses** (**$2,593,765**) - **Interest Earned on Trust Account**: **$358,767** in **2023** (down from **$922,644** in **2022**)[258](index=258&type=chunk) Basic and Diluted Net Loss Per Common Share | Year Ended December 31, | Per Share Amount ($) | | :---------------------- | :--------------- | | 2023 | $(1.08) | | 2022 | $(0.25) | [Consolidated Statements of Changes in Stockholders' Deficit](index=68&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) DHAC's total stockholders' deficit significantly increased from **$(7.43 million)** at December 31, 2022, to **$(12.27 million)** at December 31, 2023, primarily due to the net loss and accretion of common stock subject to redemption Total Stockholders' Deficit | Year Ended December 31, | Amount ($) | | :---------------------- | :------------ | | 2023 | $(12,265,857) | | 2022 | $(7,426,596) | - Key factors impacting stockholders' deficit in 2023: - **Net loss** for **2023**: **$(4,413,866)** - **Accretion of common stock subject to redemption value**: **$(682,671)** - **Issuance of 20,000 shares for legal settlement**: **$214,200** - **Issuance of 7,000 shares and warrants with Extension Note**: **$115,472** - **Excise tax payable attributable to redemption of common stock**: **$(72,396)**[260](index=260&type=chunk) [Consolidated Statements of Cash Flows](index=69&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For 2023, DHAC experienced a net cash decrease of **$105,135**, ending with **$1,863** in cash, with **$(962,042)** used in operations, **$6.52 million** provided by investing, and **$(5.66 million)** used in financing activities Net Change in Cash | Year Ended December 31, | Amount ($) | | :---------------------- | :----------- | | 2023 | $(105,135) | | 2022 | $(653,014) | Cash at End of Year | Year Ended December 31, | Amount ($) | | :---------------------- | :--------- | | 2023 | $1,863 | | 2022 | $106,998 | Cash Flows from Operating Activities | Year Ended December 31, | Amount ($) | | :---------------------- | :------------ | | 2023 | $(962,042) | | 2022 | $(1,391,213) | Cash Flows from Investing Activities | Year Ended December 31, | Amount ($) | | :---------------------- | :------------ | | 2023 | $6,517,499 | | 2022 | $110,122,253 | Cash Flows from Financing Activities | Year Ended December 31, | Amount ($) | | :---------------------- | :------------- | | 2023 | $(5,660,592) | | 2022 | $(109,384,054) | Redemption of Common Stock | Year Ended December 31, | Amount ($) | | :---------------------- | :------------- | | 2023 | $(6,796,063) | | 2022 | $(110,472,254) | [Notes to Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Description of Organization and Business Operations](index=71&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) DHAC, a Delaware-incorporated blank check company formed in March 2021, completed its IPO in November 2021, extended its business combination deadline to May 8, 2024, and entered into a business combination agreement with VSee Lab and iDoc - **DHAC** was incorporated on **March 30, 2021**, as a Delaware corporation for the purpose of effecting a **Business Combination**[265](index=265&type=chunk) - Key IPO and Trust Account details: - **IPO**: Consummated on **November 8, 2021**, generating **$115,000,000** gross proceeds - **Private Placement**: Sale of **557,000 units** to the **Sponsor** for **$5,570,000** gross proceeds - **Trust Account**: **$116,725,000** placed in a **trust account**, invested in U.S. government securities or money market funds[268](index=268&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) - The deadline for completing a **Business Combination** has been extended multiple times, with the current period ending **May 8, 2024**, and potential for further extensions up to **November 8, 2024**[277](index=277&type=chunk) - Key IPO and Trust Account details: - **October 20, 2022**: **10,805,877 shares** redeemed - **November 6, 2023**: **579,157 shares** redeemed, leaving **114,966 shares** subject to redemption[268](index=268&type=chunk)[279](index=279&type=chunk) - **DHAC** transferred its listing from The **Nasdaq Global Market** to The **Nasdaq Capital Market** on **October 30, 2023**, due to non-compliance with **MVLS**, **MVPHS**, and total shareholder requirements[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) - On **November 21, 2023**, **DHAC** entered into the **Third Amended and Restated Business Combination Agreement** with **VSee Lab, Inc.** and **iDoc Virtual Telehealth Solutions, Inc.**[288](index=288&type=chunk) [Summary of Significant Accounting Policies](index=77&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines DHAC's significant accounting policies, including U.S. GAAP, emerging growth company status, the 'going concern' issue, key accounting estimates for financial instruments, and accounting for common stock and warrants - The consolidated financial statements are presented in U.S. dollars and prepared in accordance with **U.S. GAAP**[298](index=298&type=chunk) - **DHAC** is an '**emerging growth company**' under the **JOBS Act** and has elected not to opt out of the **extended transition period** for complying with new or revised financial accounting standards[304](index=304&type=chunk)[305](index=305&type=chunk) - As of **December 31, 2023**, **DHAC** had a cash balance of **$1,863** and a **working capital deficit** of **$7,982,537**. The **mandatory liquidation date** of **November 8, 2024**, raises substantial doubt about the Company's ability to continue as a **going concern**[303](index=303&type=chunk) - Significant accounting estimates include assumptions used to **fair value measurements** the **PIPE Forward Contract**, **Extension Note Bifurcated Derivative**, **Bridge Note Bifurcated Derivative**, **Additional Bridge Note**, and **Exchange Note**[309](index=309&type=chunk) - **Common stock subject to possible redemption** is classified as temporary equity and measured at redemption value, with changes recognized immediately[313](index=313&type=chunk)[314](index=314&type=chunk) - **DHAC**'s **Public Warrants**, **Private Warrants**, **Bridge Warrants**, and **Extension Warrants** are classified as equity[330](index=330&type=chunk) - The **Exchange Note** and **Additional Bridge Note** are accounted for as liabilities under **ASC 480** due to their share-settled debt features[332](index=332&type=chunk)[333](index=333&type=chunk)[336](index=336&type=chunk) - **DHAC** booked a liability of **$72,396** for the 1% excise tax on shares redeemed during **2023**, as per the **Inflation Reduction Act of 2022**[346](index=346&type=chunk) [Initial Public Offering](index=88&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) On November 8, 2021, DHAC consummated its IPO, selling **11.5 million units** at **$10.00** per unit for **$115 million**, with each unit including one common share and one warrant exercisable at **$11.50** per share - The **Initial Public Offering** was consummated on **November 8, 2021**[347](index=347&type=chunk) - **DHAC** sold **11,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$115,000,000**[347](index=347&type=chunk) - Each unit consists of one **common share** and one warrant, with each warrant exercisable for one **common share** at a price of **$11.50**[347](index=347&type=chunk) [Private Placement](index=88&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, DHAC sold **557,000 Private Placement Units** to its Sponsor at **$10.00** per unit for **$5.57 million**, with proceeds placed in the Trust Account, and the Sponsor waived certain redemption rights - Simultaneously with the **IPO** closing, **DHAC** sold **557,000 Private Placement Units** to the **Sponsor** at **$10.00 per unit**, generating gross proceeds of **$5,570,000**[348](index=348&type=chunk) - The **private placement units** are identical to the units sold in the **Initial Public Offering** but are not redeemable[348](index=348&type=chunk) - The **Sponsor** and affiliates have agreed to waive their redemption rights with respect to their **founder shares** and **public shares**, and their rights to **liquidating distributions** from the **Trust Account** with respect to their **founder shares** if the Company fails to complete the initial **Business Combination** within the **Combination Period**[349](index=349&type=chunk) [Related Party Transactions](index=90&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details various financial arrangements and transactions between DHAC and its related parties, including founder shares, advances, promissory notes, and financing agreements, all intended to support the business combination - **2,875,000 founder shares** are outstanding after initial purchases and forfeitures[352](index=352&type=chunk) - Key related-party financial arrangements: - **Sponsor Note Payable**: **$602,720** borrowed for **IPO** expenses, repaid on **November 12, 2021** - **Advances from Related Party**: **$117,871** owed to the **Sponsor** as of **December 31, 2023** - **Promissory Note Related Party (Sponsor)**: **$350,000 loan** (**Oct 2022**) for term extension, to be converted into **Series A Preferred Shares** at Closing - **Promissory Note Related Party (SCS Capital Partners LLC)**: Aggregate **$765,000 in loans** (**Feb/Aug/May 2023**) to be converted into **Series A Preferred Shares** at Closing - **Promissory Note – M2B Funding Corp.**: **$165,000** principal (**Oct 2023**), paid in full for **$190,750** on **January 31, 2024**[353](index=353&type=chunk)[355](index=355&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[360](index=360&type=chunk)[510](index=510&type=chunk) - The **Bridge Notes** (**$2,222,222** aggregate principal) issued to the **Bridge Investor** (**Sponsor** investor) in **October 2022** defaulted on **October 4, 2023**, resulting in **$1,579,927** in **default interest**[362](index=362&type=chunk)[363](index=363&type=chunk)[416](index=416&type=chunk) - Key related-party financial arrangements: - **Exchange Note**: On **November 21, 2023**, certain **Bridge Note** amounts were exchanged for a **$2,523,744 Exchange Note**, bearing **8% interest**, convertible into **common stock** at **$10.00 per share** (subject to reset) - **Additional Bridge Notes**: On **November 21, 2023**, the **Bridge Investor** agreed to purchase additional promissory notes in the aggregate principal amount of **$166,667**, bearing **8% interest**, convertible at **$10.00 per share** (subject to reset). **$100,000** was funded as of **December 31, 2023** - **Quantum Financing**: On **November 21, 2023**, the **Quantum Investor** (**Sponsor** affiliate) subscribed for a **$3,000,000 convertible promissory note** with a **7% original issue discount**, bearing **12% interest**, convertible at **$10.00 per share** or **85%** of the lowest daily **VWAP** (subject to reset) - **Equity Financing**: On **November 21, 2023**, **DHAC** entered into an **equity line of credit agreement** with an affiliate of the **Bridge Investor** for up to **$50,000,000** of **common stock** over a **36-month period** post-closing[363](index=363&type=chunk)[364](index=364&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[420](index=420&type=chunk)[423](index=423&type=chunk)[438](index=438&type=chunk)[440](index=440&type=chunk) - **DHAC** pays an affiliate of the **Sponsor** **$10,000** per month for office space and administrative services[374](index=374&type=chunk) [Commitments](index=96&type=section&id=NOTE%206.%20COMMITMENTS) This note details DHAC's various commitments, including registration rights, a **$4.37 million** deferred underwriting commission, the business combination agreement with VSee and iDoc, and several related financing transactions involving convertible notes and warrants - Holders of **founder shares** and **private placement units** have **registration rights**[379](index=379&type=chunk) - A **deferred underwriting commission** of **$4,370,000** to **A.G.P.** will be converted into **4,370 shares** of **Series A Preferred Stock** at the closing of the **Business Combination**[381](index=381&type=chunk) - **DHAC** entered into the **Third Amended and Restated Business Combination Agreement** on **November 21, 2023**, with **VSee Lab, Inc.** and **iDoc Virtual Telehealth Solutions, Inc.**[382](index=382&type=chunk)[393](index=393&type=chunk) - Key business combination terms and financing: - The **Business Combination** implies a **$53.9 million** post-closing equity value and a current combined equity value of **VSee** and **iDoc** at **$110 million** - **VSee Merger Consideration**: **$60,500,000** (minus option grants and expenses), paid in Company **Common Stock** - **iDoc Merger Consideration**: **$49,500,000** (minus transaction expenses), paid in Company **Common Stock**[386](index=386&type=chunk)[387](index=387&type=chunk)[388](index=388&type=chunk) - The **VSee Health, Inc. 2024 Equity Incentive Plan** will be adopted, with an initial aggregate share reserve equal to **15%** of the post-closing **DHAC Common Stock**[395](index=395&type=chunk) - The **PIPE financing agreement** was terminated on **July 11, 2023**, due to unmet closing conditions[405](index=405&type=chunk) - The **Backstop Agreement**, which provided for the **Sponsor** to purchase unsubscribed Additional PIPE Securities, was terminated on **July 11, 2023**, along with the **PIPE Financing**[410](index=410&type=chunk) - Key business combination terms and financing: - **Bridge Financing**: Original **Bridge Notes** (**$2,222,222** aggregate principal) issued to the **Bridge Investor** in **October 2022**. Defaulted on **October 4, 2023**, triggering penalties and **default interest** - **Exchange Note**: On **November 21, 2023**, certain **Bridge Note** amounts were exchanged for a **$2,523,744 Exchange Note**, bearing **8% interest**, convertible into **common stock** at **$10.00 per share** (subject to reset). Accounted for as a liability under **ASC 480** - **Additional Bridge Financing**: On **November 21, 2023**, the **Bridge Investor** agreed to purchase additional promissory notes in the aggregate principal amount of **$166,667**, bearing **8% interest**, convertible at **$10.00 per share** (subject to reset). **$100,000** was funded as of **December 31, 2023**. Accounted for as a liability under **ASC 480** - **Extension Financing**: A **$300,000 Extension Note** was issued to an institutional investor in **May 5, 2023**, with a **16.67% original issue discount** and **10% guaranteed interest**. It included **26,086 Extension Warrants** and **7,000 Extension Shares**. The **early repayment option** is **bifurcated as a derivative**. Net of discount, the note was **$233,774** as of **December 31, 2023** - **Quantum Financing**: On **November 21, 2023**, the **Quantum Investor** subscribed for a **$3,000,000 convertible promissory note** with a **7% original issue discount**, bearing **12% interest**, convertible at **$10.00 per share** or **85%** of the lowest daily **VWAP** (subject to reset). To be accounted for as a liability under **ASC 480** upon funding - **Equity Financing (ELOC)**: On **November 21, 2023**, **DHAC** entered into an **equity line of credit agreement** with an affiliate of the **Bridge Investor** for up to **$50,000,000** of **common stock** over a **36-month period** post-closing. A **$500,000 convertible note** will be issued as a **commitment fee**. Accounted for as a liability under **ASC 815**[411](index=411&type=chunk)[416](index=416&type=chunk)[420](index=420&type=chunk)[421](index=421&type=chunk)[422](index=422&type=chunk)[423](index=423&type=chunk)[424](index=424&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk)[429](index=429&type=chunk)[431](index=431&type=chunk)[433](index=433&type=chunk)[436](index=436&type=chunk)[437](index=437&type=chunk)[438](index=438&type=chunk)[439](index=439&type=chunk)[440](index=440&type=chunk)[443](index=443&type=chunk) [Stockholders' Deficit](index=112&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) DHAC is authorized to issue **50 million** common shares, with **3.49 million** outstanding as of December 31, 2023, and its certificate of incorporation outlines liquidation procedures if a business combination is not completed within the extended period - **DHAC** is authorized to issue **50,000,000 common shares** with a par value of $0.0001 per share[445](index=445&type=chunk) - As of **December 31, 2023**, there were **3,489,000 shares** of **common stock** issued and outstanding (excluding **114,966 shares** subject to redemption)[445](index=445&type=chunk) - Holders of record of the Company's **common stock** are entitled to one vote for each share held on all matters to be voted on by stockholders[445](index=445&type=chunk) - If the Company does not consummate its initial **Business Combination** within **27 months** from the closing of this offering (as extended as of **December 31, 2023**), it will cease operations, redeem **public shares**, and dissolve[446](index=446&type=chunk) [Warrants](index=114&type=section&id=NOTE%208.%20WARRANTS) This note details the terms of various DHAC warrants, including IPO, Private Placement, Bridge, and Extension Warrants, all exercisable for common stock at **$11.50** per share with specific exercise periods and redemption conditions - There are **12,057,000 warrants** issued and outstanding as of **December 31, 2023** and **2022**, issued in connection with the **Initial Public Offering**[452](index=452&type=chunk) - Each warrant entitles the holder to purchase one **common share** at a price of **$11.50** per whole share, subject to adjustment[452](index=452&type=chunk) - Warrants become exercisable **30 days** after the completion of the initial **Business Combination** or **12 months** from the closing of the **Initial Public Offering**, and expire **five years** after the completion of the initial **Business Combination**[452](index=452&type=chunk) - The Company may call the warrants for redemption at **$0.01** per warrant if the **common stock** price equals or exceeds **$18.00** per share for **20 trading days** within a **30-day period**, and there is a current registration statement in effect[454](index=454&type=chunk)[457](index=457&type=chunk) - The **Private Placement Warrants** are identical to the warrants underlying the units in the **Initial Public Offering** but are not redeemable[454](index=454&type=chunk) - **173,913 Bridge Warrants** were issued on **October 6, 2022**, with an exercise price of **$11.50** per share, expiring **five years** from issuance[466](index=466&type=chunk) - **26,086 Extension Warrants** were issued on **May 5, 2023**, with an exercise price of **$11.50** per share, expiring **five years** from issuance[473](index=473&type=chunk) [Income Tax](index=123&type=section&id=NOTE%209.%20INCOME%20TAX) DHAC's net deferred tax assets were fully offset by a valuation allowance, resulting in zero net deferred tax assets, with an effective tax rate of **0.0%** in 2023 and **6.1%** in 2022, and **$1.82 million** in net operating loss carryovers - **DHAC**'s **net deferred tax assets** were offset with a full **valuation allowance**, resulting in zero **deferred tax assets**, net of allowance, as of **December 31, 2023** and **2022**[479](index=479&type=chunk) Effective Tax Rate | Year Ended December 31, | Effective Tax Rate (%) | | :---------------------- | :----------------- | | 2023 | 0.0 % | | 2022 | 6.1 % | - The **effective tax rate** differs from the **statutory tax rate** of **21.0%** due to the **valuation allowance** on the **deferred tax assets**[320](index=320&type=chunk)[484](index=484&type=chunk) - As of **December 31, 2023**, the Company has **$1,822,738** of **U.S. federal and state net operating loss carryovers** available to offset future taxable income[480](index=480&type=chunk) [Fair Value Measurements](index=124&type=section&id=NOTE%2010.%20FAIR%20VALUE%20MEASUREMENTS) This note details DHAC's fair value measurements for financial assets and liabilities, categorized into a three-tier hierarchy, with Trust Account investments as Level 1 and several liabilities (e.g., Extension Note, ELOC, Exchange Note) classified as Level 3 due to unobservable inputs - **Fair value** is classified into a **three-tier hierarchy**: **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than quoted prices), and **Level 3** (unobservable inputs)[337](index=337&type=chunk)[342](index=342&type=chunk) Investments Held in Trust Account (Fair Value) | Year Ended December 31, | Type | Level | Fair Value ($) | | :---------------------- | :--------------- | :---- | :----------- | | 2023 | Money Market Funds | 1 | $1,368,637 | | 2022 | Money Market Funds | 1 | $7,527,369 | Financial Liabilities at Fair Value (December 31, 2023) | Liability | Fair Value ($) | Level | | :---------------------------------- | :----------- | :---- | | Extension Note – Bifurcated Derivative | $22,872 | 3 | | ELOC | $203,720 | 3 | | Additional Bridge Note | $102,726 | 3 | | Exchange Note | $2,621,558 | 3 | - The **Bridge Note Bifurcated Derivative** was **derecognized** as of **November 21, 2023**, due to the **extinguishment** of the **Bridge Note**[490](index=490&type=chunk) - The **PIPE Forward Contract** was **derecognized** as of **July 11, 2023**, due to the termination of the **PIPE Financing**[495](index=495&type=chunk) - **Level 3 valuations** for derivatives and notes utilize models such as **Probability Weighted Expected Return Method (PWERM)**, **Discounted Cash Flow (DCF)**, and **Monte Carlo Model (MCM)**, relying on **unobservable inputs**[490](index=490&type=chunk)[492](index=492&type=chunk)[495](index=495&type=chunk)[497](index=497&type=chunk)[501](index=501&type=chunk)[503](index=503&type=chunk) [Subsequent Events](index=129&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) This note discloses subsequent events after December 31, 2023, including the repayment of the M2B note, purchase of an Additional Bridge Note, extension of the business combination deadline to May 8, 2024, and amendments to the business combination agreement - The **promissory note** to **M2B Funding Corp.** was paid in full for **$190,750** on **January 31, 2024**[510](index=510&type=chunk) - The **Bridge Investor** purchased the second **Additional Bridge Note** in the principal amount of **$55,556** on **January 25, 2024**[511](index=511&type=chunk) - The **business combination deadline** was extended from **February 8, 2024**, to **May 8, 2024**, on **February 2, 2024**[512](index=512&type=chunk) - On **February 13, 2024**, amendments were made to the **Third Amended and Restated Business Combination Agreement** and certain **Conversion SPAs**, allowing specific **VSee and iDoc indebtedness** to be assumed by **DHAC** and converted into **DHAC common stock** following the closing[513](index=513&type=chunk)[514](index=514&type=chunk) ```

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents DHAC's unaudited condensed consolidated financial statements and related notes for interim periods [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | September 30, 2023 (unaudited) | December 31, 2022 | | :-------------------------------- | :----------------------------- | :------------------ | | Cash | $507 | $106,998 | | Investments held in Trust Account | $8,119,642 | $7,527,369 | | Total Assets | $8,137,649 | $7,634,367 | | Accounts payable and accrued expenses | $2,630,100 | $1,886,312 | | Total Liabilities | $9,392,029 | $7,665,614 | | Total Stockholders' Deficit | $(9,148,594) | $(7,426,596) | - Cash significantly **decreased** from **$106,998** at December 31, 2022, to **$507** at September 30, 2023[11](index=11&type=chunk) - Investments held in the Trust Account **increased** from **$7,527,369** to **$8,119,642**[11](index=11&type=chunk) - Total Stockholders' Deficit **worsened** from **$(7,426,596)** to **$(9,148,594)**[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $78,287 | $(820,759) | $(1,552,805) | $(2,007,578) | | Basic and diluted net income (loss) per share | $0.02 | $(0.05) | $(0.37) | $(0.13) | - The company reported a **net income of $78,287** for the three months ended September 30, 2023, a significant **improvement** from a **net loss of $(820,759)** in the same period of 2022[12](index=12&type=chunk) - For the nine months ended September 30, 2023, the **net loss decreased to $(1,552,805)** from **$(2,007,578)** in the prior year[12](index=12&type=chunk) - Basic and diluted **EPS improved to $0.02** for the three months ended September 30, 2023, from **$(0.05)** in the prior year, but **worsened to $(0.37)** for the nine months ended September 30, 2023, from **$(0.13)** in the prior year, primarily due to changes in weighted average shares outstanding[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) | Metric | Balance – December 31, 2022 | Balance – September 30, 2023 | | :-------------------------- | :-------------------------- | :--------------------------- | | Common Stock Shares | 3,462,000 | 3,489,000 | | Common Stock Amount | $347 | $350 | | Additional Paid-in Capital | $292,973 | $622,642 | | Accumulated Deficit | $(7,719,916) | $(9,771,586) | | Total Stockholders' Deficit | $(7,426,596) | $(9,148,594) | - The **accumulated deficit increased** from **$(7,719,916)** at December 31, 2022, to **$(9,771,586)** at September 30, 2023[14](index=14&type=chunk) - Additional **paid-in capital increased** from **$292,973** to **$622,642**, partly due to the issuance of shares to settle legal claims and in connection with the Investor Note[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(640,577) | $(715,042) | | Net cash used in investing activities | $(290,414) | $0 | | Net cash provided by financing activities | $824,500 | $0 | | Net Change in Cash | $(106,491) | $(715,042) | | Cash – End of period | $507 | $44,970 | - **Net cash used in operating activities decreased by 10.4%** from **$(715,042)** in 2022 to **$(640,577)** in 2023[17](index=17&type=chunk) - The company had significant **financing activities** in 2023, **providing $824,500 in cash**, compared to none in 2022[17](index=17&type=chunk) - **Cash** at the end of the period dramatically **decreased** from **$44,970** in 2022 to **$507** in 2023[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - Digital Health Acquisition Corp. (DHAC) is a **blank check company** formed on March 30, 2021, for the purpose of effecting a **Business Combination**[18](index=18&type=chunk) - The company has not commenced significant operations as of September 30, 2023, and generates non-operating income from interest on **Trust Account proceeds**[20](index=20&type=chunk) - DHAC completed its **Initial Public Offering (IPO)** on November 8, 2021, **raising $115,000,000**, and a **private placement** to its Sponsor for **$5,570,000**[21](index=21&type=chunk)[22](index=22&type=chunk) - On October 20, 2022, **10,805,877 shares were redeemed**, leaving **694,123 shares** subject to redemption[21](index=21&type=chunk) - The **Business Combination period** has been **extended** multiple times, with the latest approval on November 6, 2023, allowing extensions up to **November 8, 2024**[28](index=28&type=chunk)[48](index=48&type=chunk) - DHAC entered into a **Business Combination Agreement** with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. on June 15, 2022, aiming to merge and operate as VSee Health, Inc.[32](index=32&type=chunk)[34](index=34&type=chunk) - The company faced **Nasdaq listing deficiencies** (MVLS, MVPHS, 400 total shareholders) and was **approved to transfer its listing** from Nasdaq Global to Nasdaq Capital Market (NasdaqCM) effective October 30, 2023[35](index=35&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The **PIPE Financing**, intended to raise **$8,000,000** (later **increased to $15,000,000** with a Backstop Agreement), was **terminated** on July 11, 2023, as closing conditions were not met[33](index=33&type=chunk)[122](index=122&type=chunk)[147](index=147&type=chunk) - Stockholders **approved an amendment to the Charter** on September 8, 2023, to allow the Business Combination even if the combined company does not have net tangible assets of at least **$5,000,001**[47](index=47&type=chunk) - In connection with the 2023 Annual Meeting, **579,157 shares were redeemed** for approximately **$6.8 million** at **$11.73 per share**[50](index=50&type=chunk)[206](index=206&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with **U.S. GAAP** for interim financial information and should be read in conjunction with the Annual Report on Form 10-K for December 31, 2022[51](index=51&type=chunk)[52](index=52&type=chunk) - The company has a **cash balance of $507** and a **working capital deficiency of $8,154,992** as of September 30, 2023, raising substantial doubt about its ability to continue as a **going concern**[55](index=55&type=chunk) - As an '**emerging growth company**' under the **JOBS Act**, DHAC has elected to use the extended transition period for complying with new or revised financial accounting standards[56](index=56&type=chunk)[57](index=57&type=chunk) - Significant accounting **estimates** include the **fair value** of the PIPE Forward Contract, Investor Note Derivative, and Bridge Note Bifurcated Derivative[60](index=60&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity** and measured at **redemption value**[63](index=63&type=chunk)[64](index=64&type=chunk) Effective Tax Rate | Period | Effective Tax Rate | | :-------------------------------- | :----------------- | | Three months ended Sep 30, 2023 | 0.0% | | Three months ended Sep 30, 2022 | 11.25% | | Nine months ended Sep 30, 2023 | 0.0% | | Nine months ended Sep 30, 2022 | 4.31% | - The **effective tax rate** differs from the statutory rate of **21%** due to a full **valuation allowance** on deferred tax assets[69](index=69&type=chunk) - **Warrants** (Public, Private, Bridge, Investor) are classified as equity, while the PIPE financing agreement and early redemption provisions of the Bridge and Investor Notes are treated as **bifurcated derivatives**[79](index=79&type=chunk)[80](index=80&type=chunk) - The **Inflation Reduction Act of 2022** introduces a **1% excise tax** on **stock repurchases** after December 31, 2022, which could impact the company's cash available for a Business Combination[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=24&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The company sold **11,500,000 units** in its **IPO** at **$10.00 per unit**, each consisting of one common share and one warrant[88](index=88&type=chunk) - Each **warrant** entitles the holder to purchase one common stock at **$11.50 per share**, **exercisable** 30 days after the Business Combination or 12 months from IPO closing, expiring five years after the Business Combination[88](index=88&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=26&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - The Sponsor purchased **557,000 private placement units** at **$10.00 per unit**, generating **$5,570,000 in gross proceeds**[90](index=90&type=chunk) - Private placement units are identical to IPO units but are **not redeemable**[90](index=90&type=chunk) - The Sponsor and affiliates have **waived redemption rights** and agreed to vote in favor of the initial Business Combination[91](index=91&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=26&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor and affiliates initially purchased **4,312,500 founder shares** for **$25,000**, later forfeiting **1,437,500 shares**, resulting in **2,875,000 founder shares outstanding**[92](index=92&type=chunk) - The company owed the Sponsor **$138,937** as of September 30, 2023, for advances, **up from $43,900** at December 31, 2022[94](index=94&type=chunk) - **Promissory notes** include a **$350,000 note** from the Sponsor (non-interest bearing, for extension), an amended **$565,000 note** from SCS Capital Partners LLC (non-interest bearing, for operating expenses), and a **$200,000 note** from SCS Capital Partners LLC (**10% interest**)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - An affiliate of the Sponsor receives **$10,000 per month** for administrative services, totaling **$90,000** for the nine months ended September 30, 2023 and 2022[99](index=99&type=chunk) [NOTE 6. COMMITMENTS](index=30&type=section&id=NOTE%206.%20COMMITMENTS) - Holders of founder shares and private placement units have **registration rights** for their securities[104](index=104&type=chunk) - A **deferred underwriting commission of $4,370,000** (**3.8%** of gross IPO proceeds) is payable to A.G.P. upon completion of the Business Combination, convertible into Series B Preferred Stock[105](index=105&type=chunk)[106](index=106&type=chunk) - The **Business Combination Agreement** with VSee and iDoc values their combined **equity at $110 million**, to be paid in DHAC common stock[107](index=107&type=chunk)[108](index=108&type=chunk) - The **PIPE Securities Purchase Agreement**, initially for **$8,000,000** and later **increased to $15,000,000** with a Backstop Agreement, was **terminated** on July 11, 2023, due to unmet closing conditions[116](index=116&type=chunk)[122](index=122&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) - The **Bridge Purchase Agreement** (October 6, 2022) involved **$2,222,222** in senior secured **promissory notes** (DHAC allocated **$888,889**), **173,913 warrants**, and **30,000 common shares**. The contingent early repayment option was **bifurcated as a derivative**[128](index=128&type=chunk)[130](index=130&type=chunk) - The **May 2023 Securities Purchase Agreement** (May 5, 2023) involved a **$300,000 promissory note**, **26,086 warrants**, and **7,000 common shares**. The contingent early repayment option was **bifurcated as a derivative**[133](index=133&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=41&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) - The company is authorized to issue **50,000,000 common shares** with a par value of **$0.0001 per share**[148](index=148&type=chunk) - As of September 30, 2023, there were **3,489,000 common shares issued and outstanding**, excluding **694,123 shares** subject to redemption[148](index=148&type=chunk) - Public stockholders have **redemption rights** if the initial Business Combination is not consummated within the extended period or if certain certificate of incorporation amendments are approved[150](index=150&type=chunk)[152](index=152&type=chunk) [NOTE 8. WARRANTS](index=43&type=section&id=NOTE%208.%20WARRANTS) - **12,057,000 IPO warrants are outstanding**, each **exercisable** for one common share at **$11.50**, becoming exercisable 30 days after Business Combination or 12 months from IPO, and expiring five years after Business Combination[153](index=153&type=chunk)[154](index=154&type=chunk) - The company may call **warrants for redemption at $0.01 per warrant** if the common stock price equals or exceeds **$18.00** for 20 trading days within a 30-day period[155](index=155&type=chunk)[163](index=163&type=chunk) - **173,913 Bridge Warrants were issued** on October 6, 2022, with an **exercise price of $11.50** and a **five-year term**[167](index=167&type=chunk) - **26,086 Investor Note Warrants were issued** on May 5, 2023, with an **exercise price of $11.50** and a **five-year term**[176](index=176&type=chunk) - Both Bridge and Investor Note Warrants include **cashless exercise options** and are subject to adjustments for capital events[167](index=167&type=chunk)[168](index=168&type=chunk)[176](index=176&type=chunk)[179](index=179&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=53&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) - The company uses a **three-tier fair value hierarchy** (Level 1, 2, 3) for financial assets and liabilities[188](index=188&type=chunk) Fair Value of Financial Instruments | Instrument | September 30, 2023 | December 31, 2022 | Fair Value Hierarchy Level | | :-------------------------------- | :-------------------------- | :-------------------------- | :------------------------- | | Money Market Funds (Trust Account) | $8,119,642 | $7,527,369 | Level 1 | | Investor Note – Bifurcated Derivative | $22,805 | $0 | Level 3 | | Bridge Note – Bifurcated Derivative | $241,447 | $364,711 | Level 3 | | PIPE Forward Contract | $0 | $170,666 | Level 3 | - The **PIPE Forward Contract was derecognized** as of July 11, 2023, due to the **termination of the PIPE Financing**[198](index=198&type=chunk) - **Fair values** for the Bridge Note Bifurcated Derivative and Investor Note Bifurcated Derivative are determined using **Level 3 unobservable inputs**, with models like Probability Weighted Expected Return Method (PWERM) and Discounted Cash Flow (DCF)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=56&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) - The company's application to transfer its securities listing to the **Nasdaq Capital Market (NasdaqCM) was approved** on October 26, 2023, effective October 30, 2023, leading to the cancellation of a delisting hearing[201](index=201&type=chunk)[203](index=203&type=chunk) - At the 2023 Annual Meeting on November 6, 2023, stockholders **approved amendments to extend the Business Combination period** up to **November 8, 2024**[204](index=204&type=chunk)[205](index=205&type=chunk) - In connection with the 2023 Annual Meeting, **579,157 shares of common stock were redeemed** for approximately **$6.8 million**[206](index=206&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on DHAC's financial condition, operational results, liquidity, and merger agreements [Overview](index=57&type=section&id=Overview) - Digital Health Acquisition Corp. (DHAC) is a **blank check company** seeking a **business combination**, primarily in technology and healthcare[209](index=209&type=chunk) - The company completed its **IPO** on November 8, 2021, **raising $115 million**, and a **private placement of $5.57 million** to its Sponsor[210](index=210&type=chunk)[211](index=211&type=chunk) - Approximately **$116.725 million** from the IPO and private placement was placed in a **Trust Account**[212](index=212&type=chunk) - On October 20, 2022, **10,805,877 shares were redeemed**, resulting in a **withdrawal of $110,472,254** from the Trust Account[210](index=210&type=chunk) - The company will **liquidate** if an initial business combination is not completed within the specified timeframe (currently **extended to November 8, 2024**)[213](index=213&type=chunk) - DHAC entered into a **Business Combination Agreement** with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. on June 15, 2022, with a combined **equity value of $110 million**[214](index=214&type=chunk)[215](index=215&type=chunk) [Results of Operations](index=60&type=section&id=Results%20of%20Operations) - The company does not generate **operating revenues** and its activities are focused on preparing for and identifying a business combination candidate[219](index=219&type=chunk) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $78,287 | $(820,759) | $(1,552,805) | $(2,007,578) | | General and administrative expenses | $518,084 | $1,129,361 | $1,668,105 | $2,394,702 | | Interest earned on investment in Trust Account | $104,413 | $391,628 | $301,860 | $470,150 | - **Net income** for the three months ended September 30, 2023, was **$78,287**, a **positive shift** from a **net loss of $(820,759)** in the prior year, driven by a significant change in the fair value of the PIPE forward contract derivative[220](index=220&type=chunk)[221](index=221&type=chunk) - For the nine months ended September 30, 2023, the **net loss decreased to $(1,552,805)** from **$(2,007,578)** in the prior year, despite lower interest income from the Trust Account[222](index=222&type=chunk)[223](index=223&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2023, the company had a **cash balance of $507** and a **working capital deficiency of $8,154,992**[224](index=224&type=chunk)[242](index=242&type=chunk) - **Liquidity needs** have been met through Sponsor contributions, IPO proceeds, private placement, and various promissory notes[225](index=225&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - **Cash used in operating activities** for the nine months ended September 30, 2023, was **$(640,577)**, an **improvement** from **$(715,042)** in the prior year[235](index=235&type=chunk)[236](index=236&type=chunk) - The company received **$824,500 in cash from financing activities** during the nine months ended September 30, 2023, primarily from promissory notes[17](index=17&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - Management believes it will have sufficient **working capital** and borrowing capacity from the Sponsor or affiliates to meet its needs through the earlier of a Business Combination or one year from the financial statements' issuance date[241](index=241&type=chunk) - The company's **liquidity** and mandatory liquidation date of **February 8, 2024**, raise substantial doubt about its ability to continue as a **going concern**[242](index=242&type=chunk) [Contractual Obligations](index=64&type=section&id=Contractual%20Obligations) - The company has **no long-term debt**, capital lease, or operating lease obligations[243](index=243&type=chunk) - Holders of founder shares and private placement units are entitled to customary **registration rights**[244](index=244&type=chunk) - A **deferred underwriting commission of $4,370,000** is payable to A.G.P. upon completion of a business combination, convertible into Series B Preferred Stock[245](index=245&type=chunk) - The company pays an affiliate of its Sponsor **$10,000 per month** for administrative services[246](index=246&type=chunk) - The **Business Combination Agreement** with VSee and iDoc outlines the merger consideration, with a combined **equity value of $110 million** to be paid in DHAC common stock[247](index=247&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk) - The VSee Health, Inc. 2022 Equity Incentive Plan will provide an initial aggregate **share reserve equal to 15%** of post-closing DHAC Common Stock[254](index=254&type=chunk) [Conditions to Closing](index=68&type=section&id=Conditions%20to%20Closing) - **Closing conditions** for the Business Combination include expiration of HSR Act waiting periods, approval by DHAC's, VSee's, and iDoc's stockholders, and Nasdaq Capital Market approval of DHAC's listing application[255](index=255&type=chunk)[256](index=256&type=chunk) [PIPE Securities Purchase Agreement](index=68&type=section&id=PIPE%20Securities%20Purchase%20Agreement) - The **PIPE Securities Purchase Agreement**, initially for **$8,000,000**, was amended to **increase the aggregate PIPE financing to $15,000,000** with a Backstop Agreement from the Sponsor[256](index=256&type=chunk)[258](index=258&type=chunk) - The **PIPE Financing** involved the issuance of Series A Preferred Stock (convertible into DHAC common stock at **$10.00/share**) and **warrants** (exercisable at **$12.50/share**)[256](index=256&type=chunk)[259](index=259&type=chunk) - On July 11, 2023, PIPE Investors provided notice that they were **not obligated to close the PIPE Financing** due to an unmet closing condition (Outside Date Closing Condition)[261](index=261&type=chunk)[263](index=263&type=chunk)[268](index=268&type=chunk) - Related PIPE Registration Rights Agreement and PIPE Lock-Up Agreement were also **terminated** due to the non-closing of the PIPE Financing[263](index=263&type=chunk)[268](index=268&type=chunk) [Bridge Securities Purchase Agreement](index=71&type=section&id=Bridge%20Securities%20Purchase%20Agreement) - On October 6, 2022, DHAC, VSee, and iDoc entered into a **Bridge Purchase Agreement** for **$2,222,222** in **10% OID senior secured promissory notes**, bearing **10% interest**[269](index=269&type=chunk) - In connection with the Bridge Notes, DHAC **issued 173,913 warrants** and **30,000 common shares**[269](index=269&type=chunk) - If the PIPE Financing closes, **110% of unpaid principal** and **10% guaranteed interest** on Bridge Notes are due[269](index=269&type=chunk) [May 2023 Securities Purchase Agreement](index=73&type=section&id=May%202023%20Securities%20Purchase%20Agreement) - On May 5, 2023, the company entered into a **Securities Purchase Agreement** for a **$300,000 promissory note** with a **16.67% original issue discount** and **10% guaranteed interest**, due May 5, 2024[270](index=270&type=chunk) - The agreement included the **issuance of 26,086 warrants** and **7,000 common shares** as commitment shares[272](index=272&type=chunk) - VSee and iDoc **guaranteed** the company's obligations under this agreement, which are **subordinated** to existing bridge lender obligations[271](index=271&type=chunk) [Critical Accounting Estimates](index=73&type=section&id=Critical%20Accounting%20Estimates) - The preparation of financial statements requires management to make significant **estimates and assumptions**, particularly for the **fair value** of the PIPE Forward Contract and the Bridge Note Bifurcated derivative[274](index=274&type=chunk)[275](index=275&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity** and measured at **fair value**[276](index=276&type=chunk) - **Derivative financial instruments**, such as the PIPE financing agreement and early redemption provisions of the Bridge Note, are recorded at **fair value** and re-valued at each reporting date[277](index=277&type=chunk) - **Net income (loss) per common stock** is computed by dividing net income (loss) by the **weighted average number of common stocks outstanding**, with redeemable shares excluded[278](index=278&type=chunk) [Recent Accounting Standards](index=75&type=section&id=Recent%20Accounting%20Standards) - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a **material impact** on the condensed consolidated financial statements[279](index=279&type=chunk) [Risks and Uncertainties](index=75&type=section&id=Risks%20and%20Uncertainties) - Management continues to evaluate the impact of the COVID-19 pandemic and current global conflicts, concluding that while a **negative effect** on financial position or business combination efforts is possible, the specific impact is not readily determinable[279](index=279&type=chunk) [Inflation Reduction Act of 2022](index=75&type=section&id=Inflation%20Reduction%20Act%20of%202022) - The **Inflation Reduction Act of 2022** introduces a new **1% U.S. federal excise tax** on certain **stock repurchases** by publicly traded U.S. domestic corporations occurring on or after January 1, 2023[280](index=280&type=chunk) - Any redemptions or repurchases after December 31, 2022, in connection with a Business Combination or extension vote, may be subject to this **excise tax**, potentially **reducing cash available** for a Business Combination[281](index=281&type=chunk) [Off-Balance Sheet Arrangements](index=77&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of September 30, 2023, the company did not have any **off-balance sheet arrangements**[283](index=283&type=chunk) [Emerging Growth Company Status](index=77&type=section&id=Emerging%20Growth%20Company%20Status) - As an '**emerging growth company**' under the **JOBS Act**, DHAC benefits from relaxed reporting requirements, including exemptions from auditor attestation, reduced executive compensation disclosures, and delayed adoption of new accounting standards[284](index=284&type=chunk)[285](index=285&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DHAC is not required to provide market risk disclosures - The company is **not required to make disclosures** under this item as it is a **smaller reporting company**[286](index=286&type=chunk) [Item 4. Controls and Procedures](index=77&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated and confirmed effective disclosure controls and procedures, with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=77&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2023[287](index=287&type=chunk) - Disclosure controls are designed to provide **reasonable, not absolute, assurance** that objectives are met, acknowledging inherent limitations[288](index=288&type=chunk) [Changes in Internal Control over Financial Reporting](index=77&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were **no changes in internal control over financial reporting** during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[289](index=289&type=chunk) [PART II. OTHER INFORMATION](index=79&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) Digital Health Acquisition Corp. reported no legal proceedings as of the date of this report - There are **no legal proceedings** to report[292](index=292&type=chunk) [Item 1A. Risk Factors](index=79&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, DHAC refers to risk factors from its Annual Report on Form 10-K, with no material changes reported - As a **smaller reporting company**, the company is **not required to make disclosures** under this item[293](index=293&type=chunk) - **No material changes** to the risk factors disclosed in the Annual Report on Form 10-K filed on April 12, 2023, have occurred as of the date of this report[293](index=293&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Offerings](index=79&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Offerings) Details unregistered equity sales and the use of IPO and private placement proceeds placed in the Trust Account [Unregistered Sales](index=79&type=section&id=Unregistered%20Sales) - On May 5, 2023, in connection with a promissory note, the company **issued 26,086 warrants** and **7,000 common shares** to an institutional investor in an **unregistered sale**[295](index=295&type=chunk) [Use of Proceeds from Registered Offerings](index=79&type=section&id=Use%20of%20Proceeds%20from%20Registered%20Offerings) - The **Initial Public Offering** on November 8, 2021, generated **gross proceeds of $115,000,000** from the sale of **11,500,000 units**[296](index=296&type=chunk) - A **private placement** simultaneously with the IPO generated **$5,570,000** from the sale of **557,000 Private Placement Units** to the Sponsor[297](index=297&type=chunk) - After deducting offering costs, **$116,725,000** of the net proceeds from the IPO and private placement was placed in the **Trust Account**[299](index=299&type=chunk)[300](index=300&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Digital Health Acquisition Corp. reported no defaults upon senior securities - There are **no defaults upon senior securities** to report[302](index=302&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Digital Health Acquisition Corp. reported no mine safety disclosures - There are **no mine safety disclosures** to report[303](index=303&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) Digital Health Acquisition Corp. reported no other information requiring disclosure under this item - There is **no other information** to report[304](index=304&type=chunk) [Item 6. Exhibits](index=82&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - The **exhibits** include amendments to the Certificate of Incorporation, various securities purchase agreements, promissory notes, warrants, registration rights agreements, and certifications[307](index=307&type=chunk) [PART III. SIGNATURES](index=84&type=section&id=Part%20III.%20Signatures) - The report is signed by **Scott Wolf, Chairman and Chief Executive Officer**, and **Daniel Sullivan, Chief Financial Officer**, on **November 20, 2023**[313](index=313&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIGITAL HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2970927 (State o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIGITAL HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdictio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001 - 41015 DIGITAL HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Dela ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIGITAL HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | |-------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIGITAL HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | |------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001 - 41015 DIGITAL HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | |---------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001 - 41015 DIGITAL HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |------- ...