Table of Contents As filed with the U.S. Securities and Exchange Commission on August 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation or organization) 980 N Federal Hwy #304, (Commission File Number) (I.R.S. Employer Identification Number) Boca ...

As filed with the U.S. Securities and Exchange Commission on July 17, 2024 Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 980 N Federal Hwy #304, Boca Raton, Florida 33432 (561) 672-7068 (Address, including zip code, and telephone number, includi ...

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Table of Contents As filed with the U.S. Securities and Exchange Commission on July 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Co-Chief Executive Officers 980 N Federal Hwy #304 Boca Raton, FL 33432 Tel: (561) 672-7068 (Name, address, including zip code, and telephone number, including area code, of agent for ser ...

Financial Performance - The net loss for the three months ended March 31, 2024, was $967,817, compared to a net loss of $1,894,642 for the same period in 2023, representing a 48.9% improvement[13]. - Basic and diluted net loss per share improved from $(0.45) in Q1 2023 to $(0.27) in Q1 2024[13]. - The company reported a loss from operations of $674,262 for the three months ended March 31, 2024, compared to a loss of $707,592 in the same period of 2023, showing a decrease of about 4.7%[13]. - Net cash used in operating activities was $335,318 for the three months ended March 31, 2024, slightly down from $340,667 in the same period of 2023[19]. - The effective tax rate for the Company was 0.0% for both the three months ended March 31, 2024, and 2023, due to a full valuation allowance on deferred tax assets[62]. Assets and Liabilities - Total current assets decreased from $1,863 million as of December 31, 2023, to $724 million as of March 31, 2024[10]. - Total assets increased slightly from $1,370.5 million to $1,387.2 million during the same period[10]. - Current liabilities rose from $7,984.4 million to $8,968.9 million, indicating a significant increase of approximately 12.3%[11]. - Total liabilities increased from $12,354.4 million to $13,338.9 million, reflecting a rise of approximately 7.9%[11]. - As of March 31, 2024, the Company had a cash balance of $724 and a working capital deficit of $8,968,207[49]. Business Combination and Future Plans - The company has extended the deadline to consummate a Business Combination to November 8, 2024, allowing for additional time to identify a target[29]. - The Company is required to complete its initial Business Combination by November 8, 2024, or face mandatory liquidation[49]. - The Company has the ability to extend the Business Combination period up to four times, each by an additional three months, for a total of twelve additional months[30]. - The Business Combination Agreement includes the merger of Merger Sub I with VSee and Merger Sub II with iDoc, with both becoming wholly owned subsidiaries of the Company[39]. - The Company has not commenced any significant operations and will not generate operating revenues until after completing its initial Business Combination[22]. Capital Raising and Financing - The company generated gross proceeds of $115,000,000 from its Initial Public Offering, which included the full exercise of the underwriter's over-allotment option[23]. - The Company intends to raise additional capital through loans or investments from the Sponsor or its stockholders to meet working capital needs[48]. - The Company has entered into a securities purchase agreement for Bridge Financing, issuing senior secured promissory notes totaling $2,222,222[92]. - The Company will issue a senior unsecured convertible note worth $500,000 to the investor at a fixed conversion price of $10.00 per share as a commitment fee[168]. Shareholder and Stock Information - A total of 579,157 shares of common stock were redeemed in connection with the 2023 Annual Meeting, leaving 114,966 shares subject to redemption[31]. - As of March 31, 2024, the common stock subject to possible redemption is valued at $7,395,349 after accounting for redemptions and accretion[60]. - The Company is authorized to issue 50,000,000 common shares, with 3,489,000 shares issued and outstanding as of March 31, 2024[171]. - The Company has received multiple notifications from Nasdaq regarding non-compliance with listing requirements, including a market value of listed securities below $50 million and a market value of publicly held shares below $15 million[40][41]. Debt and Interest Expenses - Interest expense on Bridge/Exchange Note decreased from $133,138 in Q1 2023 to $51,036 in Q1 2024, a reduction of approximately 61.7%[13]. - The Company recognized interest expense of $22,792 for the three months ended March 31, 2024, including $20,296 of default interest[91]. - The Company defaulted on the Bridge Notes, resulting in a total amount due of $2,523,744, including penalties and interest[148]. - The Exchange Agreement recognized $1,579,927 in default interest due to the Bridge Investor[148]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[50]. - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[49]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, effective January 1, 2023, which may affect the Company's future financial strategies[79]. Warrants and Securities - As of March 31, 2024, there are 12,057,000 warrants issued and outstanding, each entitling the holder to purchase one share of common stock at $11.50[177]. - The warrants may be called for redemption at $0.01 per warrant if the stock price exceeds $18.00 for 20 trading days within a 30-day period[179]. - The Company must reserve sufficient shares for the exercise of the Bridge Warrants and will amend its Certificate of Incorporation as necessary[188]. - The Extension Warrants are exercisable for a period of five years from the date of issuance[200].

PART I This part details DHAC's business as a **blank check company**, its target acquisition strategy, associated risks, corporate structure, and legal status [ITEM 1. BUSINESS](index=4&type=section&id=ITEM%201.%20BUSINESS) Digital Health Acquisition Corp. (DHAC) is a **blank check company** formed to effect a **business combination**, primarily targeting technology and healthcare-focused businesses with an **enterprise value of $175 million to $500 million** - **DHAC** is a **blank check company** (**SPAC**) focused on technology and healthcare businesses for its initial **business combination**[7](index=7&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The target **enterprise value** for a **business combination** is approximately **$175 million to $500 million**[7](index=7&type=chunk)[13](index=13&type=chunk) Key Financial Events & Redemptions | Event | Date | Details | |---|---|---| | **IPO** Consummation | November 8, 2021 | **11,500,000 units** at **$10.00/unit**, generating **$115,000,000 gross proceeds** | | **Private Placement** | Simultaneously with **IPO** | **557,000 units** at **$10.00/unit** to Sponsor, generating **$5,570,000 gross proceeds** | | **Trust Account** Deposit | Post-**IPO** | Approximately **$116,725,000** placed in **trust** | | **Redemption** (Nov 2023) | November 7, 2023 | **579,157 shares redeemed**, withdrawing **$6,796,063** from **Trust Account** | | **Business Combination Deadline Extension** | November 6, 2023 | Stockholders approved extension up to November 8, 2024. Current deadline is May 8, 2024 | - The management team, led by Scott Wolf (**CEO**) and Daniel Sullivan (**CFO**), has extensive experience in healthcare, medical technology, and financial services[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - The company faces intense competition from other **blank check companies**, private equity groups, and operating businesses for acquisition targets[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) [ITEM 1A. 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 - The registrant is a **smaller reporting company** and is not required to make disclosures under this item[24](index=24&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=8&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to **DHAC** - This item is not applicable[24](index=24&type=chunk) [ITEM 1C. CYBERSECURITY](index=8&type=section&id=ITEM%201C.%20CYBERSECURITY) As a **SPAC** with no business operations, **DHAC** does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program - **DHAC** is a **SPAC** with no business operations, primarily focused on identifying acquisition candidates[25](index=25&type=chunk) - The company does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program[25](index=25&type=chunk) - The board of directors is generally responsible for oversight of cybersecurity threats, and no incidents have occurred since the **IPO**[25](index=25&type=chunk) [ITEM 2. PROPERTIES](index=8&type=section&id=ITEM%202.%20PROPERTIES) **DHAC** maintains its executive offices in Boca Raton, FL, provided by an affiliate of its sponsor for a **monthly administrative fee of $10,000** - Executive offices are located at 980 N Federal Hwy 304, Boca Raton, FL 33432[26](index=26&type=chunk) - An affiliate of the sponsor provides the office space for a **monthly administrative fee of $10,000**[26](index=26&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=8&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) **DHAC** is not aware of any legal proceedings, investigations, or claims that have a more than remote possibility of materially adversely affecting its business, financial condition, or results of operations - The company is not aware of any material adverse legal proceedings, investigations, or claims[27](index=27&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=8&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to **DHAC** - This item is not applicable[27](index=27&type=chunk) PART II This part covers **DHAC**'s equity market listing, management's financial analysis, liquidity, **going concern** status, and internal controls [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=8&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) **DHAC**'s units, **common stock**, and **warrants** trade on The **Nasdaq Capital Market**, having transferred from the **Nasdaq Global Market** in October 2023 due to non-compliance with certain listing standards - **DHAC**'s units (**DHACU**), **common stock** (**DHAC**), and **warrants** (**DHACW**) are listed on The **Nasdaq Capital Market**[28](index=28&type=chunk)[43](index=43&type=chunk) - The company transferred its listing from **Nasdaq Global Market** to **Nasdaq Capital Market** on October 30, 2023, following non-compliance with **MVLS**, **MVPHS**, and shareholder count requirements[29](index=29&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) Key Metrics & Stockholder Information | Metric | Value (as of March 5, 2024) | |---|---| | **Common Stock Issued and Outstanding** | **3,603,966 shares** | | Stockholders of Record | Approximately **15** | Key Financial Events & Redemptions | Event | Date | Details | |---|---|---| | **IPO Gross Proceeds** | November 8, 2021 | **$115,000,000** | | **Private Placement Gross Proceeds** | Simultaneously with **IPO** | **$5,570,000** | | **Trust Account** Deposit | Post-**IPO** | Approximately **$116,725,000** | | **Common Stock Redemption** | October 20, 2022 | **10,805,877 shares redeemed**, **$110,472,254** withdrawn from **Trust Account** | | **Common Stock Redemption** | November 6, 2023 | **579,157 shares redeemed** | | Legal Settlement Share Issuance | February 2023 | **20,000 shares of common stock issued** | - **DHAC** has not paid cash dividends and does not intend to prior to completing an initial **business combination**, with future dividend payments at the board's discretion[31](index=31&type=chunk) - The company entered into various **securities purchase agreements** in November 2023, including a **$3,000,000 convertible promissory note** (**Quantum Note**) and agreements to convert certain indebtedness into **Series A Preferred Stock** or **common stock** at the **business combination** closing[36](index=36&type=chunk)[37](index=37&type=chunk) [ITEM 6. [RESERVED]](index=10&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information [ITEM 7. 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**, a **blank check company**, has focused solely on organizational activities and identifying a **business combination** target since its **IPO** in November 2021 [Overview](index=10&type=section&id=Overview) **DHAC** is a Delaware-incorporated **blank check company** formed in March 2021, aiming to complete a **business combination** with a technology and healthcare-focused entity - **DHAC** was incorporated on March 30, 2021, as a **blank check company** to pursue a **business combination** in the technology and healthcare sectors[39](index=39&type=chunk) Key Corporate Events | Event | Date | Details | |---|---|---| | **IPO** Consummation | November 8, 2021 | **11,500,000 units** at **$10.00/unit**, generating **$115,000,000 gross proceeds** | | **Private Placement** | Simultaneously with **IPO** | **557,000 units** at **$10.00/unit** to Sponsor, generating **$5,570,000 gross proceeds** | | **Trust Account** Deposit | Post-**IPO** | **$116,725,000** deposited into the **Trust Account** | | **Business Combination Deadline** | Extended to May 8, 2024 | Originally **30 months** from **IPO**, extended via stockholder approvals in Oct 2022 and Nov 2023 | | **Common Stock Redemptions** | Oct 20, 2022 & Nov 6, 2023 | Aggregate of **11,385,034 shares redeemed** in connection with term extensions | - **DHAC**'s Units, **Common Stock**, and **Warrants** are listed on the **Nasdaq Capital Market** under symbols '**DHACU**,' '**DHAC**,' and '**DHACW**,' respectively[43](index=43&type=chunk) [NASDAQ Listing Rules Compliance](index=12&type=section&id=NASDAQ%20Listing%20Rules%20Compliance) **DHAC** faced multiple non-compliance notifications from **Nasdaq Global Market** in 2023 for failing to meet minimum **Market Value of Listed Securities** (**MVLS**), **Market Value of Publicly Held Shares** (**MVPHS**), and total shareholders requirements - **DHAC** received multiple Nasdaq non-compliance letters in 2023 for failing to meet minimum **MVLS** (**$50M**), **MVPHS** (**$15M**), and **400 total shareholders** requirements[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) - **DHAC** successfully applied to transfer its securities listing from **Nasdaq Global Market** to the **Nasdaq Capital Market** (**NasdaqCM**)[46](index=46&type=chunk)[48](index=48&type=chunk) - **DHAC**'s securities began trading on **NasdaqCM** on October 30, 2023, and the delisting hearing was subsequently cancelled[48](index=48&type=chunk)[49](index=49&type=chunk) [The Business Combination Agreement](index=14&type=section&id=The%20Business%20Combination%20Agreement) **DHAC** entered into a **Business Combination Agreement** with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc., which has been amended multiple times, most recently on February 13, 2024 - **DHAC** entered into a **Business Combination Agreement** with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc., amended multiple times, with the latest amendment on February 13, 2024[50](index=50&type=chunk) - Upon closing, VSee and iDoc will merge into **DHAC**'s subsidiaries, and **DHAC** will be renamed VSee Health, Inc[50](index=50&type=chunk) Business Combination Valuation | Metric | Value | |---|---| | **Implied Post-Closing Equity Value** | **$53.9 million** | | **Combined Equity Value of VSee and iDoc** | **$110 million** | | VSee **Merger Consideration** | **$60,500,000** (minus option grants and transaction expenses), paid in Company **Common Stock** | | iDoc **Merger Consideration** | **$49,500,000** (minus transaction expenses), paid in Company **Common Stock** | - Closing conditions include shareholder approvals, Nasdaq listing approval for **DHAC**'s application, and the composition of the **DHAC** board of directors[320](index=320&type=chunk)[321](index=321&type=chunk) [Business Combination Related Financing Transactions](index=16&type=section&id=Business%20Combination%20Related%20Financing%20Transactions) To fund the **business combination**, **DHAC** has secured several financing arrangements Business Combination Related Financing Transactions | Financing Type | Details | |---|---| | **Bridge Financing** | | | Original **Bridge Notes** (Oct 2022) | Aggregate **$2,222,222** (**DHAC**, VSee, iDoc), **10% interest**, convertible, issued with **warrants** and **common stock** | | **Additional Bridge Notes** (Nov 2023) | Aggregate **$166,667** (subscription **$150,000**), **8% interest**, convertible, subject to reset if stock trades below **$10.00** | | **Exchange Note** (Nov 2023) | Aggregate **$2,523,744**, **8% interest**, convertible, subject to reset if stock trades below **$10.00** | | **Quantum Financing** (Nov 2023) | **$3,000,000 convertible promissory note**, **7% OID**, **12% interest**, convertible at **$10.00** or **85% lowest VWAP**, subject to reset | | **A.G.P. Financing** (Nov 2022, amended Nov 2023) | **4,370 Series A Preferred Stock** (**$4,370,000**) in lieu of **deferred underwriting commissions**, convertible at **$10.00**, subject to reset | | **Loan Conversions** (Nov 2023) | Various indebtedness of **DHAC**, VSee, and iDoc to be converted into **Series A Preferred Stock** or **common stock** at closing | | **Equity Financing** (**ELOC**) (Nov 2023) | Up to **$50,000,000** of **common stock** over **36 months** post-closing, with a **$500,000 convertible commitment note** | | **Extension Financing** (May 2023) | **$250,000 promissory note**, **10% interest**, issued with **26,086 warrants** and **7,000 commitment shares** | - The **Quantum Investor** is **33% owned** by SCS Capital Partners, an entity owned by Lawrence Sands, a **beneficial owner** of **founder shares** and manager of **DHAC**'s Sponsor[62](index=62&type=chunk) - **Lock-up agreements** are in place for the sponsor and certain directors/officers for **180 days** post-closing, with **registration rights** granted for various securities[59](index=59&type=chunk)[60](index=60&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) **DHAC**, a **blank check company**, has not generated operating revenues - **DHAC** has not generated any operating revenues since inception, with activities limited to formation, **IPO**, and searching for **business combination** candidates[68](index=68&type=chunk) Financial Performance Summary | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | **Net Loss** | **$(4,413,866)** | **$(3,242,501)** | | **General and Administrative Expenses** | **$2,593,765** | **$3,594,967** | | **Default Interest Expense – Bridge Note** | **$1,579,927** | **$0** | | **Interest Expense – Bridge Note** | **$429,007** | **$125,980** | | **Interest Earned on Investments in Trust Account** | **$358,767** | **$922,644** | [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2023, **DHAC** had a **cash balance of $1,863** and a **working capital deficiency of $7,982,537** Balance Sheet Summary | Metric | As of December 31, 2023 | |---|---| | **Cash Balance** | **$1,863** | | **Working Capital Deficiency** | **$(7,982,537)** | | **Investments Held in Trust Account** | **$1,368,637** | | **Total Liabilities** | **$12,354,400** | | **Total Stockholders' Deficit** | **$(12,265,857)** | - Initial liquidity was provided by a **$25,000 capital contribution** from the Sponsor and **$602,720 in loans from the Sponsor**[72](index=72&type=chunk) - The company experienced significant **redemptions**: **$110,472,254** withdrawn from the **Trust Account** in October 2022 and **$6,796,063** in November 2023[74](index=74&type=chunk) - A **$2,222,222 Bridge Note defaulted** on October 4, 2023, triggering a **125% mandatory default penalty**, a **10% late fee**, and **24% default interest**, resulting in **$1,579,927 in default interest recognized** and an **Exchange Agreement** for a **$2,523,744 Exchange Note**[75](index=75&type=chunk)[76](index=76&type=chunk) Cash Flow Summary | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | **Net Cash Used in Operating Activities** | **$(962,042)** | **$(1,391,213)** | | **Net Cash Provided by Investing Activities** | **$6,517,499** | **$110,122,253** | | **Net Cash Used in Financing Activities** | **$(5,660,592)** | **$(109,384,054)** | [Going Concern](index=28&type=section&id=Going%20Concern) **DHAC**'s limited **cash balance of $1,863**, a **working capital deficiency of $7,982,537**, and the mandatory liquidation date of November 8, 2024, if a **business combination** is not completed, raise substantial doubt about its ability to continue as a **going concern** - As of December 31, 2023, **DHAC** had a **cash balance of $1,863** and a **working capital deficiency of $7,982,537**[95](index=95&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**[95](index=95&type=chunk)[207](index=207&type=chunk)[253](index=253&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 at least one year from the financial statement issuance date[94](index=94&type=chunk)[252](index=252&type=chunk) - The company intends to complete a **Business Combination** before the mandatory liquidation date or file for an extension[95](index=95&type=chunk)[253](index=253&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) Management's financial estimates rely on **significant judgments**, particularly in **fair valuing complex financial instruments** - **Significant judgments** are applied in defining assumptions for financial estimates, which are reviewed regularly[96](index=96&type=chunk) - The most significant **accounting estimates** involve the **fair value** of the **PIPE Forward Contract**, **Extension Note Bifurcated Derivative**, **Bridge Note Bifurcated Derivative**, **Additional Bridge Note**, and **Exchange Note**[96](index=96&type=chunk)[258](index=258&type=chunk) - **Judgments** are based on historical experience, contract terms, industry trends, and external information, but actual results may differ due to inherent uncertainty[96](index=96&type=chunk)[258](index=258&type=chunk) [Common stock subject to possible redemption](index=28&type=section&id=Common%20stock%20subject%20to%20possible%20redemption) **Common stock subject to possible redemption** is classified as **temporary equity** and measured at its **redemption value**, as the **redemption rights** are outside the company's control or subject to uncertain future events - **Common stock subject to possible redemption** is classified as **temporary equity** and measured at **fair value** in accordance with **ASC 480**[97](index=97&type=chunk)[262](index=262&type=chunk) - Redeemable **common stock** is adjusted to equal the **redemption value** at the end of each reporting period, with changes affecting **additional paid-in capital** or **accumulated deficit**[97](index=97&type=chunk)[263](index=263&type=chunk) Common Stock Subject to Redemption | Metric | December 31, 2023 | December 31, 2022 | |---|---|---| | **Common Stock Subject to Possible Redemption** | **$1,281,957** | **$7,395,349** | | Shares Issued and Outstanding at **Redemption Value** | **114,966 shares** at **$11.15/share** | **694,123 shares** at **$10.65/share** | [Warrant Instruments](index=29&type=section&id=Warrant%20Instruments) **DHAC** classifies its **warrants** (**Public**, **Private**, **Bridge**, and **Extension Warrants**) as **equity instruments**, not liabilities, after assessing their terms against **ASC 480** and **ASC 815** - **Warrants** are classified as either **equity-classified** or **liability-classified** based on an assessment of specific terms and applicable guidance (**ASC 480** and **ASC 815**)[98](index=98&type=chunk)[276](index=276&type=chunk) - **Public Warrants**, **Private Warrants**, **Bridge Warrants**, and **Extension Warrants** are considered **freestanding instruments** and meet all requirements for **equity classification** under **ASC 815**[99](index=99&type=chunk)[277](index=277&type=chunk) - **Warrants** meeting **equity classification** criteria are recorded as a component of **additional paid-in capital** at issuance[99](index=99&type=chunk)[277](index=277&type=chunk) [Financial Instruments](index=30&type=section&id=Financial%20Instruments) **DHAC** evaluates its **financial instruments** under **ASC 480** and **ASC 815** to determine liability or **derivative classification** - **Financial instruments** are evaluated under **ASC 480** and **ASC 815** for liability or **derivative classification**[100](index=100&type=chunk)[278](index=278&type=chunk) - **Derivative instruments** (e.g., **PIPE financing agreement**, bifurcated features of **Bridge Notes** and **Extension Note**) are recorded at **fair value**, with changes reported in the statements of operations[101](index=101&type=chunk)[279](index=279&type=chunk) - The **Exchange Note** and **Additional Bridge Note** are classified as **share-settled debt liabilities** under **ASC 480** and re-measured at **fair value** each reporting period[102](index=102&type=chunk)[280](index=280&type=chunk) [Recent Accounting Standards](index=30&type=section&id=Recent%20Accounting%20Standards) **DHAC** adopted **ASU 2016-13** (**Financial Instruments – Credit Losses**) on January 1, 2023, with no material impact on its financial statements - **ASU 2016-13**, '**Financial Instruments – Credit Losses**,' was adopted on January 1, 2023, with no material impact on consolidated financial statements[103](index=103&type=chunk)[282](index=282&type=chunk) - **ASU 2023-09**, '**Income Taxes**,' effective for annual periods after December 15, 2024, will require additional **income tax rate reconciliation** and **disaggregated tax payment disclosures**; the impact is currently under review[103](index=103&type=chunk)[283](index=283&type=chunk) [ITEM 7A. 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 - Disclosures about **market risk** are not required for **smaller reporting companies**[103](index=103&type=chunk) [ITEM 8. 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** provided in the subsequent F-pages of the report - **Financial statements and supplementary data** are included following Item 15 of this Report[103](index=103&type=chunk) [ITEM 9. 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) **DHAC** reports no **changes in or disagreements with its accountants on accounting and financial disclosure** matters - There are no **changes in or disagreements with accountants on accounting and financial disclosure**[104](index=104&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=31&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) **DHAC**'s management, including its Certifying Officers, concluded that the company's **disclosure controls and procedures** were effective as of December 31, 2023 - **Disclosure controls and procedures** were evaluated and deemed effective as of December 31, 2023[105](index=105&type=chunk) - Management assessed and determined that **internal control over financial reporting** was effective as of December 31, 2023, using the **COSO 2013 framework**[108](index=108&type=chunk) - As an **emerging growth company**, **DHAC** does not include an **attestation report** from its independent registered public accounting firm on **internal control over financial reporting**[109](index=109&type=chunk)[254](index=254&type=chunk) - No **material changes** in **internal control over financial reporting** occurred during the most recent fiscal quarter[110](index=110&type=chunk) [ITEM 9B. OTHER INFORMATION](index=33&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) This item reports that there is no **other information** to disclose - No **other information** to report[110](index=110&type=chunk) [ITEM 9C. 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** - This item is not applicable[110](index=110&type=chunk) PART III This part outlines **DHAC**'s corporate governance, executive compensation policies, beneficial ownership, **related party transactions**, and auditor fees [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=33&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) **DHAC**'s leadership includes Scott Wolf (**CEO**, Corporate Secretary, **Chairman**) and Daniel Sullivan (**CFO**), supported by a five-member board of directors Executive Officers and Directors | Name | Age | Position | |---|---|---| | Scott Wolf | **58** | **Chief Executive Officer**, Corporate Secretary, and **Chairman** | | Daniel Sullivan | **65** | **Chief Financial Officer** | | Kevin Lowdermilk | **60** | **Director** | | Frank Ciufo | **63** | **Director** | | George McNellage | **63** | **Director** | | Scott Metzger | **56** | **Director** | - The board consists of five directors, with terms expiring at the first annual meeting of stockholders; officers serve at the discretion of the board[118](index=118&type=chunk)[119](index=119&type=chunk) - Four directors (Kevin Lowdermilk, Frank Ciufo, George McNellage, Scott Metzger) are **independent**, meeting Nasdaq requirements[121](index=121&type=chunk) - The board has an **Audit Committee** (Chair: Kevin Lowdermilk), a **Compensation Committee** (Chair: George McNellage), and a **Nominating Committee** (Chair: Scott Metzger), all composed of **independent directors**[122](index=122&type=chunk)[123](index=123&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk) - George McNellage, Kevin Lowdermilk, and Frank Ciufo qualify as '**audit committee financial experts**' under **SEC** rules[126](index=126&type=chunk) - A **code of ethics** has been adopted, applying to all executive officers, directors, and employees[132](index=132&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=42&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) **DHAC** has not entered into **employment agreements** with its executive officers, and no **cash compensation** has been paid for services rendered - No **employment agreements** are in place with executive officers, and no **cash compensation** has been paid for services rendered[135](index=135&type=chunk)[136](index=136&type=chunk) - Executive officers and directors are reimbursed for **out-of-pocket expenses** related to identifying target businesses and due diligence[136](index=136&type=chunk) - A **clawback policy** was adopted in November 2023, covering current and former executive officers, to recover excess **incentive compensation** in case of a **material financial restatement**[138](index=138&type=chunk) [ITEM 12. 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) As of April 12, 2024, **DHAC** had **3,603,966 shares of common stock outstanding** - As of April 12, 2024, **DHAC** had **3,603,966 shares of common stock issued and outstanding**[140](index=140&type=chunk) Beneficial Ownership | Name and Address of **Beneficial Owner** | Number of Shares of **DHAC Common Stock Beneficially Owned** | **% of Class** | |---|---|---| | Digital Health Sponsor LLC (our sponsor) | **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 %** | | Frank Ciufo | **8,625** | * | | George McNellage | **8,625** | * | | Scott Metzger | **8,625** | * | | Kevin Lowdermilk | — | — | - Lawrence Sands, manager of the Sponsor and SCS Capital Partners, LLC, may be deemed to have **sole voting and investment discretion** over shares held by these entities[143](index=143&type=chunk)[145](index=145&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=45&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) **DHAC** has several **related party transactions**, including the initial purchase of **founder shares** by the Sponsor and certain directors/officers, subject to **lock-up agreements** - **Founder shares** were initially purchased by the Sponsor and certain directors/officers, subject to **lock-up agreements** and a **Sponsor Support Agreement**[149](index=149&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - **DHAC** has received **working capital loans and advances** from the Sponsor and its affiliates (e.g., SCS Capital Partners LLC, M2B Funding Corp., Whacky, Munro Trust, Tidewater) for operational and extension fees[156](index=156&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Many of these **related-party loans and advances** are structured to be converted into **Series A Preferred Shares** or **common stock** of the Combined Company upon the closing of the **business combination**[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - Key **financing transactions**, including **Bridge Financing**, **Quantum Financing**, and **Equity Financing** (**ELOC**), involve the **Bridge Investor** and **Quantum Investor**, both with affiliations to the Sponsor[167](index=167&type=chunk)[168](index=168&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - An **administrative services agreement** requires a **$10,000 monthly payment** to an affiliate of the Sponsor for office space and services[181](index=181&type=chunk) - All ongoing and future **related-party transactions** require prior approval by a majority of **uninterested independent directors** to ensure terms are no less favorable than those available from **unaffiliated third parties**[184](index=184&type=chunk)[186](index=186&type=chunk) [ITEM 14. 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** - WithumSmith+Brown, **PC** is the **independent registered public accounting firm**[190](index=190&type=chunk) Principal Accountant Fees | Fee Type | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | **Audit Fees** | **$84,200** | **$84,200** | | **Audit-Related Fees** | **$0** | **$0** | | **Tax Fees** | **$0** | **$0** | | All Other Fees | **$0** | **$0** | - The **audit committee pre-approves** all **auditing and permitted non-audit services**[194](index=194&type=chunk) PART IV This part provides a comprehensive list of **financial statements** and exhibits filed as part of the report [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=56&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the **financial statements** and exhibits filed as part of the Form **10-K** - The Form **10-K** includes audited **consolidated financial statements** for the years ended December 31, 2023 and 2022[195](index=195&type=chunk)[206](index=206&type=chunk) Financial Statements and Schedules | Document | Page Number | |---|---| | **Report of Independent Registered Public Accounting Firm** | F-2 | | **Consolidated Balance Sheets** | F-3 | | **Consolidated Statements of Operations** | F-4 | | **Consolidated Statements of Changes in Stockholders' Deficit** | F-5 | | **Consolidated Statements of Cash Flows** | F-6 | | **Notes to Consolidated Financial Statements** | F-7 to F-39 | - A detailed **Exhibit Index** lists various agreements, certificates, and policies, including the **Business Combination Agreement**, Certificate of Incorporation, Bylaws, **Warrant Agreement**, and several **financing-related agreements**[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk) Financial Statements This part presents **DHAC**'s audited **consolidated financial statements**, including the auditor's report, balance sheets, income statements, cash flows, and detailed accounting notes [Report of Independent Registered Public Accounting Firm](index=65&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) WithumSmith+Brown, **PC**, as the **independent registered public accounting firm**, issued an **unqualified opinion** on **DHAC**'s **consolidated financial statements** for the years ended December 31, 2023 and 2022 - WithumSmith+Brown, **PC** provided an **unqualified opinion** on the **consolidated financial statements** for 2023 and 2022[206](index=206&type=chunk) - The report emphasizes a '**Going Concern**' matter, citing substantial doubt about the company's ability to continue due to **liquidity issues** and the **mandatory liquidation date** of November 8, 2024, if a **business combination** is not completed[207](index=207&type=chunk) - The audit was conducted in accordance with **PCAOB standards**, but an audit of **internal control over financial reporting** was not performed[209](index=209&type=chunk) [Consolidated Balance Sheets](index=66&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2023, **DHAC** reported **total assets of $1,370,500**, significantly down from **$7,634,367** in 2022, primarily due to a decrease in **investments held in the Trust Account** Balance Sheet Summary | Metric | December 31, 2023 | December 31, 2022 | |---|---|---| | **Cash** | **$1,863** | **$106,998** | | **Investments held in Trust Account** | **$1,368,637** | **$7,527,369** | | **Total Assets** | **$1,370,500** | **$7,634,367** | | **Accounts payable and accrued expenses** | **$3,303,836** | **$1,886,312** | | **Exchange Note** | **$2,621,558** | **$0** | | **Promissory note – related party** | **$926,500** | **$350,000** | | **Deferred underwriting fee payable** | **$4,370,000** | **$4,370,000** | | **Total Liabilities** | **$12,354,400** | **$7,665,614** | | **Common stock subject to possible redemption** | **$1,281,957** | **$7,395,349** | | **Total Stockholders' Deficit** | **$(12,265,857)** | **$(7,426,596)** | [Consolidated Statements of Operations](index=67&type=section&id=Consolidated%20Statements%20of%20Operations) **DHAC** reported a **net loss of $4,413,866** for the year ended December 31, 2023, an increase from **$3,242,501** in 2022 Financial Performance Summary | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | **General and administrative expenses** | **$2,593,765** | **$3,594,967** | | **Default interest expense – Bridge Note** | **$1,579,927** | **$0** | | **Interest expense – Bridge Note** | **$429,007** | **$125,980** | | **Interest earned on investments held in Trust Account** | **$358,767** | **$922,644** | | **Net Loss** | **$(4,413,866)** | **$(3,242,501)** | | **Basic and diluted net loss per common share** | **$(1.08)** | **$(0.25)** | [Consolidated Statements of Changes in Stockholders' Deficit](index=68&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) **DHAC**'s **total stockholders' deficit** increased from **$(7,426,596)** at December 31, 2022, to **$(12,265,857)** at December 31, 2023 Stockholders' Deficit Changes | Metric | December 31, 2023 | December 31, 2022 | |---|---|---| | **Total Stockholders' Deficit** | **$(12,265,857)** | **$(7,426,596)** | | **Net Loss** | **$(4,413,866)** | **$(3,242,501)** | | **Accretion of common stock subject to redemption value** | **$(682,671)** | **$(1,142,603)** | | **Issuance of shares for legal claim** | **$214,200** | **$0** | | **Issuance of shares and warrants with Extension Note** | **$115,472** | **$0** | | **Excise tax payable attributable to redemption** | **$(72,396)** | **$0** | [Consolidated Statements of Cash Flows](index=69&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the year ended December 31, 2023, **DHAC used $962,042 in operating activities**, primarily driven by **net loss** and various **interest expenses**, partially offset by changes in operating assets and liabilities Cash Flow Summary | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | |---|---|---| | **Net Cash Used in Operating Activities** | **$(962,042)** | **$(1,391,213)** | | **Net Cash Provided by Investing Activities** | **$6,517,499** | **$110,122,253** | | **Net Cash Used in Financing Activities** | **$(5,660,592)** | **$(109,384,054)** | | **Net Change in Cash** | **$(105,135)** | **$(653,014)** | | **Cash – End of Year** | **$1,863** | **$106,998** | - **Cash used in operating activities** in 2023 was primarily due to **net loss**, **default interest on Bridge Note** (**$1,579,927**), and accrued interest, partially offset by changes in **accounts payable and accrued expenses**[220](index=220&type=chunk) - **Cash provided by investing activities** in 2023 was mainly from **$6,796,063** withdrawn from the **Trust Account** in connection with **redemptions**[220](index=220&type=chunk) - **Non-cash investing and financing activities** in 2023 included **common stock issued for legal settlement** (**$214,200**) and the **settlement of Bridge Promissory Note with Exchange Note** (**$2,279,300**)[220](index=220&type=chunk) [Notes to Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The **Notes to Consolidated Financial Statements** provide detailed disclosures on **DHAC**'s organization, **significant accounting policies**, and **financial instruments** [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=71&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Digital Health Acquisition Corp. (**DHAC**) is a Delaware-incorporated **blank check company** formed in March 2021 to pursue a **business combination** - **DHAC** is a **blank check company** formed on March 30, 2021, to effect a **Business Combination**[221](index=221&type=chunk) Key Corporate Events | Event | Date | Details | |---|---|---| | **IPO** Consummation | November 8, 2021 | **11,500,000 units** at **$10.00/unit**, generating **$115,000,000 gross proceeds** | | **Private Placement** | Simultaneously with **IPO** | **557,000 units** at **$10.00/unit** to Sponsor, generating **$5,570,000 gross proceeds** | | **Trust Account** Deposit | Post-**IPO** | **$116,725,000** deposited into the **Trust Account** | | **Business Combination Deadline** | Extended to May 8, 2024 | Approved by stockholders in Oct 2022 and Nov 2023 | | **Common Stock Redemptions** | Oct 20, 2022 & Nov 6, 2023 | **10,805,877** and **579,157 shares redeemed**, respectively | - **DHAC** transferred its listing from **Nasdaq Global Market** to **Nasdaq Capital Market** on October 30, 2023, due to non-compliance with listing rules[246](index=246&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - A **Business Combination Agreement** with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. was amended on November 21, 2023, with **DHAC** to be renamed VSee Health, Inc. upon closing[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [NOTE 2. 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 its basis of presentation in **U.S. GAAP** and principles of consolidation - The consolidated financial statements are prepared in accordance with **U.S. GAAP** and include the accounts of **DHAC** and its wholly-owned subsidiaries[250](index=250&type=chunk)[251](index=251&type=chunk) - Substantial doubt about **DHAC**'s ability to continue as a **going concern** exists due to a **cash balance of $1,863**, a **working capital deficit of $7,982,537**, and a **mandatory liquidation date** of November 8, 2024[253](index=253&type=chunk) - **DHAC** is an '**emerging growth company**' and has elected to use the **extended transition period** for complying with new or revised financial **accounting standards**[254](index=254&type=chunk)[255](index=255&type=chunk) - **Common stock subject to possible redemption** is classified as **temporary equity** and measured at **redemption value**, as **redemption rights** are outside the company's control[262](index=262&type=chunk)[263](index=263&type=chunk) - **Warrants** are classified as **equity instruments**, while certain **financial instruments** (e.g., **PIPE financing agreement**, bifurcated features of **Bridge Notes** and **Extension Note**) are treated as **derivatives** or **share-settled debt liabilities** (**Exchange Note**, **Additional Bridge Note**) and re-measured at **fair value**[277](index=277&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) - The **Inflation Reduction Act of 2022** may subject **redemptions** to a **1% excise tax**, with **DHAC** booking a **$72,396 liability** for shares redeemed in 2023[286](index=286&type=chunk)[287](index=287&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=88&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) **DHAC** consummated its **Initial Public Offering** on November 8, 2021, selling **11,500,000 units** at **$10.00 per unit**, generating **$115,000,000 in gross proceeds** Initial Public Offering Details | Metric | Value | |---|---| | **Units Sold** | **11,500,000** | | **Price Per Unit** | **$10.00** | | **Gross Proceeds** | **$115,000,000** | | **Warrants Issued** | **11,500,000** (one per unit) | | **Warrant Exercise Price** | **$11.50 per share** | | **Warrant Exercisability** | Later of **30 days** post-**business combination** or **12 months** post-**IPO** | | **Warrant Expiration** | Five years post-**business combination** | [NOTE 4. PRIVATE PLACEMENT](index=88&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the **IPO**, **DHAC** completed a **private placement** of **557,000 units** to its Sponsor at **$10.00 per unit**, generating **$5,570,000 in gross proceeds** - The Sponsor purchased **557,000 private placement units** at **$10.00 per unit**, generating **$5,570,000 gross proceeds**, simultaneously with the **IPO**[289](index=289&type=chunk) - **Private placement units** are identical to **IPO units** but are not redeemable, and proceeds were placed in the **Trust Account**[289](index=289&type=chunk) - The Sponsor, advisors, officers, and directors have waived **redemption rights** for their **founder and public shares** and agreed to vote in favor of the initial **business combination**[290](index=290&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=89&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) **DHAC** has engaged in various **related party transactions**, including the initial purchase of **founder shares** by the Sponsor and affiliates - **Founder shares** were purchased by the Sponsor and certain directors/officers for **$25,000**, with **2,875,000 shares outstanding** after forfeitures[291](index=291&type=chunk) - **DHAC** has received various **loans and advances from related parties**, including the Sponsor, SCS Capital Partners LLC, and M2B Funding Corp., totaling **$926,500 in promissory notes from related parties** as of Dec 31, 2023[293](index=293&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) - The **Bridge Notes**, issued to an investor affiliated with the Sponsor, **defaulted** on October 4, 2023, leading to a **$1,579,927 default interest charge** and subsequent exchange for a **$2,523,744 Exchange Note**[298](index=298&type=chunk)[299](index=299&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - **Post-Business Combination Financing Transactions**, including **Loan Conversions**, **Quantum Financing**, and **Equity Financing**, involve **related parties** and aim to convert existing indebtedness or provide new capital[301](index=301&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) - An **administrative services agreement** with a Sponsor affiliate results in a **$10,000 monthly fee** for office space and services[308](index=308&type=chunk) - All **related-party transactions** are subject to prior approval by **independent directors** to ensure **fair terms**[311](index=311&type=chunk) [NOTE 6. COMMITMENTS](index=96&type=section&id=NOTE%206.%20COMMITMENTS) **DHAC** has several **significant commitments**, including **registration rights** for its **founder shares** and **private placement units** - Holders of **founder shares** and **private placement units** have **registration rights**[312](index=312&type=chunk) - A **deferred underwriting commission of $4.37 million** will be converted into **4,370 Series A Preferred Stock** for **A.G.P.** upon the **business combination** closing[314](index=314&type=chunk) - The **Business Combination Agreement** with VSee and iDoc, last amended on November 21, 2023, outlines the merger of VSee and iDoc into **DHAC** subsidiaries, with a **combined equity value of $110 million**[315](index=315&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk) - The **PIPE Securities Purchase Agreement** and related **Backstop Agreement** were **terminated** on July 11, 2023, due to unmet closing conditions[333](index=333&type=chunk)[337](index=337&type=chunk) Business Combination Related Financing Transactions | Financing Type | Details | |---|---| | **Bridge Financing** | | | Original **Bridge Notes** (Oct 2022) | **$2,222,222 principal**, **10% OID**, **10% interest**, convertible. **Defaulted** Oct 2023 | | **Exchange Note** (Nov 2023) | **$2,523,744 principal**, **8% interest**, convertible, **share-settled debt** under **ASC 480** | | **Additional Bridge Notes** (Nov 2023) | **$166,667 principal** (funded **$100,000**), **10% OID**, **8% interest**, convertible, **share-settled debt** under **ASC 480** | | **Extension Financing** (May 2023) | **$300,000 principal**, **16.67% OID**, **10% interest**, issued with **warrants** and **commitment shares** | | **Quantum Financing** (Nov 2023) | **$3,000,000 principal**, **7% OID**, **12% interest**, convertible, **share-settled debt** under **ASC 480** | | **Equity Financing** (**ELOC**) (Nov 2023) | Up to **$50,000,000** of **common stock** over **36 months** post-closing, with a **$500,000 convertible commitment note** | [NOTE 7. STOCKHOLDERS' DEFICIT](index=112&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20DEFICIT) **DHAC** is authorized to issue **50,000,000 common shares** - **DHAC** is authorized to issue **50,000,000 common shares** with a **par value of $0.0001 per share**[366](index=366&type=chunk) Common Stock Summary | Metric | December 31, 2023 | December 31, 2022 | |---|---|---| | **Common Shares Issued and Outstanding** (excluding redeemable) | **3,489,000** | **3,462,000** | | **Shares Subject to Redemption** | **114,966** | **694,123** | - **Public stockholders** have **redemption rights** in connection with an initial **business combination** or amendments to the certificate of incorporation[368](index=368&type=chunk)[369](index=369&type=chunk) - Insiders have waived their rights to share in any **liquidation distribution** from the **Trust Account**[367](index=367&type=chunk) [NOTE 8. WARRANTS](index=114&type=section&id=NOTE%208.%20WARRANTS) **DHAC** has various **warrants outstanding**, including **12,057,000 IPO warrants**, **Private Placement Warrants**, **Bridge Warrants** (**173,913 issued** in Oct 2022), and **Extension Warrants** (**26,086 issued** in May 2023) Warrant Summary | Warrant Type | Number Outstanding (Dec 31, 2023) | **Exercise Price** | **Exercisability** | **Expiration** | |---|---|---|---|---| | **Initial Public Offering Warrants** | **12,057,000** | **$11.50** | Later of **30 days** post-**BC** or **12 months** post-**IPO** | **5 years** post-**BC** | | **Private Placement Warrants** | Included in **IPO Warrants** | **$11.50** | Later of **30 days** post-**BC** or **12 months** post-**IPO** | **5 years** post-**BC** | | **Bridge Warrants** | **173,913** | **$11.50** | Upon issuance | **5 years** from issuance | | **Extension Warrants** | **26,086** | **$11.50** | Upon issuance | **5 years** from issuance | - **Warrants** may be called for **redemption** by the company at **$0.01 per warrant** if the **common stock price** equals or exceeds **$18.00** for **20 trading days** within a **30-day period**, and a current **registration statement** is in effect[374](index=374&type=chunk) - **Warrants** may be exercised on a **cashless basis** if a **registration statement** covering the underlying **common stock** is not effective within a specified period[373](index=373&type=chunk) - **Exercise price** and number of shares issuable are subject to adjustment for **stock dividends**, splits, reorganizations, or certain **equity issuances** below **$9.20 per share**[380](index=380&type=chunk)[381](index=381&type=chunk)[385](index=385&type=chunk)[390](index=390&type=chunk)[397](index=397&type=chunk)[402](index=402&type=chunk) [NOTE 9. 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** as of December 31, 2023 and 2022 - **Net deferred tax assets** were fully offset by a **valuation allowance**, resulting in **zero net deferred tax assets** as of December 31, 2023 and 2022[405](index=405&type=chunk) Income Tax Summary | Metric | December 31, 2023 | December 31, 2022 | |---|---|---| | **Total Deferred Tax Assets** | **$2,084,492** | **$961,918** | | **Valuation Allowance** | **$(2,084,492)** | **$(961,918)** | | **Deferred Tax Assets, Net of Allowance** | **$0** | **$0** | | **Effective Tax Rate** | **0.0%** | **6.1%** | | **Statutory Federal Income Tax Rate** | **21.0%** | **21.0%** | | **U.S. Federal and State NOL Carryovers** | **$1,822,738** | **$0** | - No **unrecognized tax benefits** or amounts accrued for **interest and penalties** were reported as of December 31, 2023 and 2022[407](index=407&type=chunk) [NOTE 10. FAIR VALUE MEASUREMENTS](index=124&type=section&id=NOTE%2010.%20FAIR%20VALUE%20MEASUREMENTS) **DHAC** measures financial assets and liabilities at **fair value** using a **three-tier hierarchy** - **Fair value measurements** are categorized into a **three-tier hierarchy** (**Level 1**, **2**, **3**) based on observability of inputs[410](index=410&type=chunk)[281](index=281&type=chunk) Fair Value Measurements | Asset/Liability | December 31, 2023 **Fair Value** | December 31, 2022 **Fair Value** | Level | |---|---|---|---| | **Investments held in Trust Account** (**Money Market Funds**) | **$1,368,637** | **$7,527,369** | **1** | | **Extension Note – Bifurcated Derivative** | **$22,872** | **$0** | **3** | | **ELOC** | **$203,720** | **$0** | **3** | | **Additional Bridge Note** | **$102,726** | **$0** | **3** | | **Exchange Note** | **$2,621,558** | **$0** | **3** | | **PIPE Forward Contract** | **$0** | **$170,666** | **3** | | **Bridge Note – Bifurcated Derivative** | **$0** | **$364,711** | **3** | - The **PIPE Forward Contract** and **Bridge Note Bifurcated Derivative** were **derecognized** in 2023 due to termination or extinguishment[414](index=414&type=chunk)[419](index=419&type=chunk) - **Valuation models** used for **Level 3 instruments** include **Probability Weighted Expected Return Method** (**PWERM**), **Discounted Cash Flow** (**DCF**), and **Monte Carlo Model** (**MCM**), relying on **unobservable inputs** like **risk-free rates**, volatility, **stock price**, and probabilities of **business combination** completion or early termination[414](index=414&type=chunk)[416](index=416&type=chunk)[419](index=419&type=chunk)[422](index=422&type=chunk)[425](index=425&type=chunk)[427](index=427&type=chunk) [NOTE 11. SUBSEQUENT EVENTS](index=129&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) **Subsequent events** after December 31, 2023, include the **repayment of the M2B Funding Corp. promissory note** for **$190,750** on January 31, 2024 - The **M2B Funding Corp. promissory note** was paid in full for **$190,750** on January 31, 2024[432](index=432&type=chunk) - The **business combination deadline** was extended to May 8, 2024, on February 2, 2024, marking the second of four possible three-month extensions[434](index=434&type=chunk) - On February 13, 2024, **amendments** were made to the **Third Amended and Restated Business Combination Agreement** and certain **Conversion SPAs** to modify the **conversion of VSee and iDoc indebtedness into DHAC common stock post-closing**[435](index=435&type=chunk)[436](index=436&type=chunk) - The company amended a **registration rights agreement** with the **Bridge Investor** and purchased a **second Additional Bridge Note** for **$55,556** in January 2024[433](index=433&type=chunk)

Financial Position - As of September 30, 2023, total assets amounted to $8,137,649, an increase from $7,634,367 as of December 31, 2022[12]. - Current liabilities increased to $5,022,029 from $3,295,614, primarily due to higher accounts payable and accrued expenses[13]. - Total stockholders' deficit as of September 30, 2023, was $(9,148,594), an increase from $(7,426,596) as of December 31, 2022[14]. - The Company had cash of $507 at the end of the period, a significant decrease from $44,970 at the end of September 30, 2022[21]. - As of September 30, 2023, the Company had a cash balance of $507 and a working capital deficiency of $8,154,992[57]. - The Company has significant cash balances at financial institutions, which did not exceed the federally insured limit of $250,000[77]. Net Loss and Earnings - The net loss for the three months ended September 30, 2023, was $78,287, compared to a net loss of $820,759 for the same period in 2022[15]. - For the nine months ended September 30, 2023, the net loss was $1,552,805, a decrease from a net loss of $2,007,578 for the same period in 2022, representing a 22.5% improvement[21]. - Basic and diluted net income per share for the three months ended September 30, 2023, was $0.02, while it was $(0.05) for the same period in 2022[15]. Business Combination and Future Operations - The company anticipates future operations will be influenced by the completion of the Proposed Business Combination, although risks remain[9]. - The Company has extended the deadline for completing its initial Business Combination to November 8, 2024, allowing for additional time to identify a target business[32]. - The Company has entered into a Business Combination agreement with VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc.[36]. - The Company has not yet completed the initial Business Combination and has waived certain redemption rights related to this process[34]. - The Business Combination is subject to stockholder approvals from DHAC, VSee, and iDoc, as well as regulatory conditions[110]. Trust Account and Proceeds - The company’s investments held in the Trust Account increased to $8,119,642 from $7,527,369[12]. - The Trust Account held an anticipated amount of $10.65 per public share as of October 26, 2022, following a deposit of $350,000 for an extension[32]. - Approximately $116,725,000 of the net proceeds from the Initial Public Offering and certain proceeds from the Private Placement were placed in a Trust Account, invested in U.S. government securities[203]. Compliance and Listing - As of September 30, 2023, the Company received a notification from Nasdaq indicating that its market value of listed securities was below the $50 million requirement for continued listing[38]. - The Company has until November 20, 2023, to regain compliance with the market value of publicly held shares requirement of $15 million[41]. - The Company is subject to potential delisting from Nasdaq Global due to non-compliance with listing standards[42]. Initial Public Offering - The Company generated gross proceeds of $115,000,000 from its Initial Public Offering, which included the full exercise of the underwriter's over-allotment option[25]. - The Company recorded transaction costs of $6,877,164 related to its Initial Public Offering, which included underwriting fees and other offering costs[27]. - The Company sold 11,500,000 units in its Initial Public Offering at a purchase price of $10.00 per unit, including a full exercise of the underwriters' over-allotment option of 1,500,000 units[87]. Debt and Financing - The Company issued a promissory note to SCS Capital Partners LLC in the amount of $565,000, which is due at the closing of the business combination[48]. - The Company issued an unsecured promissory note to the Sponsor for $350,000, which was deposited into the trust account to extend the time available for completing a business combination[94]. - The Company recorded an amortizable debt discount of $443,665 related to the Bridge Notes, including various components such as financing costs and fair value of shares and warrants[126]. Shareholder Information - The Company redeemed 10,805,877 shares of common stock in connection with a stockholder meeting, leaving 4,156,123 shares issued and outstanding[29]. - The Company has 2,875,000 founder shares outstanding after the forfeiture of 1,437,500 shares[90]. - The company has 12,057,000 warrants issued and outstanding as of September 30, 2023, each warrant entitles the holder to purchase one share of common stock at a price of $11.50[146]. Tax and Regulatory Matters - The effective tax rate for the three months ended September 30, 2023, was 0.0%, compared to 11.25% for the same period in 2022[70]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023, which may impact the Company's cash available for business combinations[85]. Risk Factors - The Company has substantial doubt about its ability to continue as a going concern due to mandatory liquidation and dissolution on February 8, 2024[57]. - Management continues to evaluate the impact of the COVID-19 pandemic and current wars on the industry, noting potential negative effects on financial position and operations[84].

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

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

Table of Contents | --- | --- | --- | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|-------------------------------------------------------------------------| | Title of each class | Trading Symbol | Name of each exchange on which registered | | Units, each consisting of one share of Common Stock and one Redeemable Warrant | DHACU | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) (I.R.S. Employer Identification No.) 980 N Federal Hwy #304 ☒ 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 Reg ...