VSEE HEALTH, INC. Amends S-1 Registration Statement

TL;DR

VSEE HEALTH, INC. (fka DIGITAL HEALTH ACQUISITION CORP.) filed S-1/A on Oct 15, 2024. Public offering incoming.

AI Summary

VSEE HEALTH, INC. filed an amendment (S-1/A) on October 15, 2024, to its registration statement. The company, formerly known as DIGITAL HEALTH ACQUISITION CORP., is incorporated in Delaware and headquartered in Boca Raton, Florida. This filing relates to the registration of securities under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates VSEE HEALTH, INC. is moving forward with its public offering plans, which could lead to increased liquidity and investment opportunities for the company.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company preparing for a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-281319 — SEC File Number (Identifies the specific registration statement)
• 86-2970927 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• DIGITAL HEALTH ACQUISITION CORP. (company) — Former company name
• October 15, 2024 (date) — Filing date
• 333-281319 (other) — SEC File Number
• Imoigele Aisiku (person) — Co-Chief Executive Officer
• Milton Chen (person) — Co-Chief Executive Officer

FAQ

Filing Documents

• tm2419985d8_s1a.htm (S-1/A) — 104KB
• tm2419985d8_ex10-39.htm (EX-10.39) — 226KB
• tm2419985d8_ex10-40.htm (EX-10.40) — 136KB
• 0001104659-24-108649.txt ( ) — 466KB

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference. Exhibit No. Description 2.1 Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on November 22, 2023). 2.2 First Amendment to the Third Amended and Restated Business Combination Agreement, dated as of February 13, 2024, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on February 13, 2024). 2.3 Second Amendment to the Third Amended and Restated Business Combination Agreement, dated as of April 17, 2024, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on April 18, 2024). 3.1 Second Amended and Restated Certificate of Incorporation of VSee Health, Inc. (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on June 28, 2024). 3.2 Certificate of Designation of Series A Convertible Preferred Stock of VSee Health, Inc. (incorporated by reference to Exhibit 3.2 filed with the Form 8-K filed by the Registrant on June 28, 2024). 3.3 Amended and Restated Bylaws of VSee Health, Inc. (incorporated by reference to Exhibit 3.3 filed with the Form 8-K

Undertakings

Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered t

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Boca Raton, Florida as of October 15, 2024. VSEE HEALTH, INC. By: /s/ Imoigele Aisiku Imoigele Aisiku Co-Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Imoigele Aisiku Co-Chief Executive Officer, and Director October 15, 2024 Imoigele Aisiku (Principal Executive Officer) * Co-Chief Executive Officer, and Director October 15, 2024 Milton Chen (Principal Executive Officer) * Chief Financial Officer October 15, 2024 Jerry Leonard (Principal Financial Officer) * Director October 15, 2024 Kevin Lowdermilk * Director October 15, 2024 Scott Metzger * Director October 15, 2024 Collin O’Sullivan * Director October 15, 2024 Cydonii V. Fairfax * Director October 15, 2024 David L. Wickersham *By /s/ Imoigele Aisiku Imoigele Aisiku Attorney-in-fact II-8

View Full Filing

View this S-1/A filing on SEC EDGAR