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].
VSee Health, Inc.(VSEE) - 2023 Q3 - Quarterly Report