[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) | --- | --- | |------- ...