VSEE HEALTH, INC. Reports Material Definitive Agreement & Acquisition

TL;DR

VSEE HEALTH just filed an 8-K detailing a material agreement, acquisition completion, and changes in control. Big moves happening!

AI Summary

VSEE HEALTH, INC. (formerly DIGITAL HEALTH ACQUISITION CORP.) filed an 8-K on June 28, 2024, reporting several material events. These include entering into a definitive agreement, completion of an acquisition, unregistered sales of equity securities, and changes in control. The company also disclosed changes in its certifying accountant and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events like acquisitions and changes in control, which inherently carry higher risk and uncertainty.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Filer
• DIGITAL HEALTH ACQUISITION CORP. (company) — Former Company Name
• 0001864531 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share VSEE The Nasdaq
• $11.50 — (1) share of common stock at a price of $11.50 per whole share VSEEW The Nasdaq St
• $2,523,744.29 — te with an aggregate principle value of $2,523,744.29 (the "Exchange Note") and issued the Ex
• $3,000,000 — ") in the aggregate principal amount of $3,000,000. Such Quantum Note was issued on June 2
• $10 — Series A Convertible Preferred Stock at $10 per share, (c) 570,375 shares of the Co
• $11 — Placement Units at an exercise price of $11.50, and 35,000 shares of Company Common

Filing Documents

• tm2416788d4_8k.htm (8-K) — 140KB
• tm2416788d4_ex3-1.htm (EX-3.1) — 45KB
• tm2416788d4_ex3-2.htm (EX-3.2) — 182KB
• tm2416788d4_ex3-3.htm (EX-3.3) — 158KB
• tm2416788d4_ex10-1.htm (EX-10.1) — 233KB
• tm2416788d4_ex10-2.htm (EX-10.2) — 127KB
• tm2416788d4_ex10-3.htm (EX-10.3) — 12KB
• tm2416788d4_ex10-4.htm (EX-10.4) — 257KB
• tm2416788d4_ex10-5.htm (EX-10.5) — 111KB
• tm2416788d4_ex10-6.htm (EX-10.6) — 86KB
• tm2416788d4_ex10-7.htm (EX-10.7) — 96KB
• tm2416788d4_ex16-1.htm (EX-16.1) — 4KB
• tm2416788d4_ex21-1.htm (EX-21.1) — 5KB
• tm2416788d4_ex99-1.htm (EX-99.1) — 249KB
• tm2416788d4_ex99-2.htm (EX-99.2) — 313KB
• tm2416788d4_ex99-3.htm (EX-99.3) — 383KB
• tm2416788d4_ex99-4.htm (EX-99.4) — 82KB
• tm2416788d4_ex99-5.htm (EX-99.5) — 101KB
• tm2416788d4_ex99-6.htm (EX-99.6) — 14KB
• tm2416788d4_ex3-1img001.jpg (GRAPHIC) — 7KB
• tm2416788d4_ex3-1img002.jpg (GRAPHIC) — 5KB
• tm2416788d4_ex3-2img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-076308.txt ( ) — 3323KB
• vsee-20240624.xsd (EX-101.SCH) — 3KB
• vsee-20240624_def.xml (EX-101.DEF) — 28KB
• vsee-20240624_lab.xml (EX-101.LAB) — 37KB
• vsee-20240624_pre.xml (EX-101.PRE) — 26KB
• tm2416788d4_8k_htm.xml (XML) — 7KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Business Combination Agreement As previously disclosed, on June 7, 2024, DHAC held the Special Meeting, at which the DHAC stockholders considered and adopted, among other matters, a proposal to approve the transactions contemplated by the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, as amended by the first amendment dated February 13, 2024 and the second amendment dated April 17, 2024 (as amended, the "Business Combination Agreement") by and among DHAC, Merger Sub I, Merger Sub II, VSee Lab and iDoc. On June 24, 2024, the parties consummated the Business Combination pursuant to the terms of the Business Combination Agreement (and upon all other conditions pursuant to the Business Combination Agreement being satisfied or waived) whereby (i) Merger Sub I merged with and into VSee Lab, with VSee Lab as the surviving company and, after giving effect to such merger, VSee Lab became a wholly-owned subsidiary of the Company, (ii) Merger Sub II merged with and into iDoc, with iDoc as the surviving company and, after giving effect to such merger, iDoc became a wholly-owned subsidiary of the Company, and (iii) DHAC changed its name to VSee Health, Inc. Exchange Note, Registration Rights Agreement and Lock-Up Agreement As previously disclosed in DHAC's Current Report on Form 8-K filed with the SEC on November 22, 2023, in connection with the Closing, pursuant to the exchange agreement (the "Exchange Agreement") entered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company consummated the exchange of a senior convertible promissory note with an aggregate principle value of $2,523,744.29 (the "Exchange Note") and issued the Exchange Note to the bridge investor (the "Bridge Investor") on the Closing Date. The Exchange Note is guaranteed by each of the Company, VSee Lab and iDoc and is fully secured by collateral of the Company and its subsidiaries including,

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. FORM 10 INFORMATION

01(f) of Form 8-K

Item 2.01(f) of Form 8-K Exchange Act of 1934, as amended (the "Exchange Act")), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Consummation, and as discussed below in Item 5.06 of this Current Report on Form 8-K, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the information incorporated herein by reference contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the effects of the Business Combination. These statements are based on the current expectations and beliefs of management of the Company and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about future financial and operating results of the Company; statements of the plans, strategies and objectives of management for future operations of the Company; statements regarding future economic conditions or performance; and other statements regarding the future business of the Company. Forward-looking statements may contain words such as "will be," "will," "expect," "anticipate," "continue," "project," "believe," "plan," "could," "estimate," "forecast," "guidance," "intend," "may," "plan," "possible," "potential," "predict," "pursue," "should," "target" or similar expressions, and include the assumptions that underlie such statements. These statements include, but are not limited to the following: the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against the Company; the ability to maintain the listing of the Common Stock on the Nasdaq, as applicable; the projected financial information, anticipated growth rate, market opportunity and financial performance of the Company; the risk of disruption to the Company's current plans and operations; the ability to recognize the anticipated benefits of the Company's business, which may be affected by, among other things, competition and the ability to grow and manage growth profitably and retain its key

Business

Business Reference is made to the disclosure contained in the Proxy Statement/Prospectus/Consent Solicitation beginning on pages 240 and 247 in the sections entitled " Information About VSee " and " Information About iDoc ", which is incorporated herein by reference.

Risk Factors

Risk Factors Reference is made to the disclosure contained in the Proxy Statement/Prospectus/Consent Solicitation beginning on page 84 in the section entitled " Risk Factors," which is incorporated herein by reference. Financial Information Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the consolidated financial information of DHAC and the unaudited pro forma condensed combined financial information of the Company. The selected historical financial information of VSee Lab and iDoc as of and for the years ended December 31, 2023 and 2022 is described in the Proxy Statement/Prospectus/Consent Solicitation pages F-49 and F-69 thereof and the disclosure contained in Exhibit 99.1 (for VSee Lab) and Exhibit 99.2 (for iDoc) hereto related to the three-month period ended March 31, 2024 and 2023, both of which are incorporated herein by reference. Reference is made to the disclosure contained in Exhibit 99.3 hereto related to the unaudited pro forma condensed combined financial information of the Company as of March 31, 2024 and for the year ended December 31, 2023 and the three-month period ended March 31, 2024.

Management's Discussion and Analysis of Financial Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosure contained in the Proxy Statement/Prospectus/Consent Solicitation beginning on pages 263 and 273 in the section entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations of VSee " and " Management's Discussion and Analysis of Financial Condition and Results of Operations of iDoc " and to the disclosure contained in Exhibits 99.4 and 99.5 hereto related to the three-month period ended March 31, 2024 and 2023, both of which are incorporated herein by reference.

Properties

Properties Reference is made to the disclosure contained in the Proxy Statement/Prospectus/ Consent Solicitation beginning on page 238 in the section entitled " DHAC's Business, " which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth beneficial ownership of the Company common stock immediately following the consummation of the transactions contemplated by the Business Combination by: each person known to the Company to be the beneficial owner of more than 5% of outstanding Company common stock; each of the Company's executive officers and directors; and all executive officers and directors of the Company as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days and restricted stock units that vest within 60 days. Common stock issuable upon exercise of options and warrants currently exercisable within 60 days and restricted stock units that vest within 60 days are deemed outstanding solely for purposes of calculating the percentage of total ownership and total voting power of the beneficial owner thereof. The beneficial ownership of Company common stock is based on 14,692,820 shares of the Company's common stock issued and outstanding as of the Closing Date. Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of the Company's common stock beneficially owned by them. Unless otherwise indicated, the business address of each of the following entities or individuals is c/o VSee Health, Inc., 980 N. Federal Highway #304 Boca Raton, Florida 33432. Company Common Stock Name and Address of Beneficial Owner Number of Shares of Common Stock of the Company Beneficially Owned % of Class (1) Five Percent Holders of the Company Digital Health Sponsor LLC (our sponsor) (2) 3,222,250 (3) 21.08 % Dominion Capital LLC

Executive Compensation

Executive Compensation. Information with respect to the compensation of the Company's executive officers after the Business Combination is set forth in the Proxy Statement/Prospectus/Consent Solicitation in the sections entitled " Director and Executive Officers of the Combined Company after the Business Combination " beginning on page 341 and is incorporated herein by reference. Certain Relationships and Related Transactions, and Director Independence Certain relationships and related party transactions of the Company are described in the Proxy Statement/Prospectus/Consent Solicitation in the section entitled " Certain Relationships and Related Party Transactions " beginning on page 355 of the Proxy Statement/Prospectus/Consent Solicitation, which is incorporated herein by reference. The disclosure regarding director independence set forth in the Proxy Statement/Prospectus/Consent Solicitation in the section entitled " Director and Executive Officers of the Combined Company after the Business Combination " beginning on page 341 of the Proxy Statement/Prospectus/Consent Solicitation is incorporated herein by reference. Legal Procedures Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement/Prospectus/Consent Solicitation entitled " Information About VSee—Legal Proceedings " and " Information About iDoc—Legal Proceedings " beginning on page 253 and page 262 of the Proxy Statement/Prospectus/Consent Solicitation, which are incorporated herein by reference. Market Pr

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