As filed with the Securities and Exchange Commission on February 13, 2024

Registration No. 333-268184​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6
TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

DIGITAL HEALTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Tel: (561) 672-7068

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
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 service)​

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus/consent solicitation have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus/consent solicitation is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus/consent solicitation is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2024

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Digital Health Acquisition Corp. (“DHAC”), which will be held at 9:30 a.m., Eastern time, on [•], 2024. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at www.virtualshareholdermeeting.com/DHAC2024SM. Stockholders will NOT be able to attend the Meeting in-person. This proxy statement/prospectus/consent solicitation includes instructions on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

DHAC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of DHAC common stock will be asked to approve, among other things, the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, as amended by the First Amendment to the Third Amended and Restated Business Combination Agreement dated as of February 13, 2024 (as amended, the “Business Combination Agreement”), by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”), and the other related proposals.

Upon the closing (the “Closing”) of the transactions contemplated in the Business Combination Agreement, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. In addition, in connection with the consummation of the Business Combination, DHAC will be renamed “VSee Health, Inc.” The transactions contemplated under the Business Combination Agreement relating to the Business Combination are referred to in this proxy statement/​prospectus/consent solicitation as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus/consent solicitation as the “Company” or the “Combined Company.” The closing and closing date of the Business Combination are referred to as the “Closing” and the “Closing Date,” respectively.

As a result of and upon the Closing, pursuant to the terms of the Business Combination Agreement, all of the outstanding capital stock of each of VSee and iDoc (excluding shares of the holders of which perfect rights of appraisal under Delaware and Texas law, as applicable) will be cancelled in exchange for the right to receive shares of DHAC common stock. The shares of DHAC common stock to be received by VSee and iDoc shareholders will be allocated pro rata, with each VSee and iDoc stockholder receiving a number of shares of DHAC common stock determined in accordance with the terms of the Business Combination Agreement and as described herein. All VSee options that are outstanding prior to the effective time of the merger will be terminated. At the Effective Time, DHAC will issue options exercisable for shares of DHAC common stock to certain VSee employees. The aggregate merger consideration that VSee stockholders (excluding certain lenders who will become stockholders of VSee immediately prior to the Effective Time as described herein) will receive is an amount equal to $60,500,000, less the value of the options granted to VSee employees at the Effective Time and VSee transaction expenses. The aggregate merger consideration that iDoc stockholders (excluding certain lenders who will become stockholders of iDoc immediately prior to the Effective Time as described herein) will receive is an amount equal to $49,500,000 less iDoc transaction expenses. The estimated net cash per share of DHAC common stock that is being contributed by DHAC to the Combined Company is less than the $10.00 per share ascribed to such shares in the Business Combination Agreement or the amount per share that holders of DHAC common stock would be entitled to receive upon exercise of their redemption rights, as described in the accompanying proxy statement/prospectus.

Concurrently with or prior to the execution of the Business Combination Agreement, DHAC, VSee and iDoc collectively or respectively entered into the following transactions as described further below.

Bridge Financing and Exchange

On October 5, 2022, DHAC, VSee and iDoc entered into a securities purchase agreement (the “Original Bridge SPA”) with Dominion Capital LLC (the “Bridge Investor”), who is also an investor in our Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 (collectively the “Bridge Notes” and individually, the “DHAC Bridge Notes,” “VSee Bridge Notes” and “iDoc Bridge Notes” when referring to Bridge Notes issued to DHAC, VSee, and iDoc, respectively) in the respective principal amount of $888,888.80, $666,666.60 and $666,666.60 for an aggregate principal amount of $2,222,222. The Bridge Notes bear guaranteed interest at a rate of 10.00% per annum and are convertible into shares of DHAC common stock under certain conditions described below. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments (the “Bridge Warrants”) and (ii) 30,000 shares of DHAC common stock. In connection with the Original Bridge SPA, DHAC entered into a Registration Rights Agreement with the Bridge Investor, dated October 5, 2022, and as amended further on January 22, 2024 (the “Bridge RRA”), which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Bridge Notes, the Additional Bridge Notes (as defined below), and the Bridge Warrants and the 30,000 commitment shares. None of the shares underlying the Bridge Notes and the Additional Bridge Notes, the shares underlying the Bridge Warrants or the aforementioned 30,000 commitment shares are being registered pursuant to this Registration Statement.

On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement (the “Bridge Amendment” and together with the Original Bridge SPA, the “Bridge SPA”) amending the Original Bridge SPA, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased at a later date mutually agreed upon by DHAC and the Bridge Investor, which is currently expected to be upon the filing of an amendment to DHAC’s Registration Statement on Form S-4 in connection with the Business Combination (the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. The conversion price of the Additional Bridge Notes is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the DHAC common stock in the 10 trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest.

On November 21, 2023, DHAC, VSee and iDoc entered into an exchange agreement (the “Exchange Agreement”) with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of common stock of the Combined Company at a fixed conversion price of $10 per share. The conversion price of the Exchange Note is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of DHAC’s common stock in the 10th trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Exchange Note requires the payment of 110% of the outstanding obligations. If an event of default occurs, the Exchange Note would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations. The transactions contemplated by the Bridge SPA and the Exchange Agreement are referred to as the “Bridge Financing.”

Pursuant to the Exchange Agreement and the Conversion SPAs with the Bridge Investor, DHAC will enter into a registration rights agreement at the Closing, pursuant to which it will agree to register (i) the shares of DHAC common stock underlying the Exchange Note; (ii) the shares of DHAC common stock issuable as interest or principal on the Exchange Note; (iii) the applicable Loan Conversion Common Shares;

(iv) the shares of DHAC common stock issuable pursuant to any anti-dilution or any remedies provisions of the Exchange Note; and (v) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event.

In connection with Exchange Agreement, the sponsor of DHAC and certain directors and officers of DHAC will enter into a lock-up agreement in a form under the Exchange Agreement at the Closing, pursuant to which each will agree, from the date of the lock-up agreement until the 180 days after the Closing, subject to certain customary exceptions, to not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of DHAC common stock or securities convertible, exchangeable or exercisable into, shares of DHAC common stock beneficially owned, held or hereafter acquired by the person signing the lock-up agreement.

The Additional Bridge Notes and the Exchange Note would convert into an aggregate of (i) 270,375 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 540,749 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,351,872 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

Quantum Financing

On November 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 (the “Quantum Financing”). The Quantum Note will bear interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. Concurrently with the consummation of the transactions contemplated by the Quantum Purchase Agreement, the Company will enter into a registration rights agreement pursuant to which it will agree to register the shares of DHAC common stock underlying the Quantum Note.

The Quantum Investor is a Delaware LLC that is owned 33% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 33% by the Bridge Investor and 33% by M2B Funding Corp. This financial interest of SCS Capital Partners may mean that the Sponsor may be incentivized to complete the Business Combination with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow DHAC to wind up having failed to consummate a business combination and lose the Sponsor’s entire investment.

The Quantum Note would convert into an aggregate of (i) 300,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 600,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,500,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

A.G.P. Financing

DHAC executed a Securities Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) on November 3, 2022 and as amended on November 21, 2023 (the “A.G.P. Securities Purchase Agreement”) whereby A.G.P. subscribed for and will purchase, and DHAC will issue and sell, at the closing of the Business Combination, 4,370 shares (“A.G.P. Series A Shares”) of Series A Preferred Stock, par value $0.0001 per share, of the Combined Company (the “Series A Preferred Stock”) at a per share price of $1,000 (the “A.G.P.

Financing”). A.G.P. will not receive deferred underwriting commissions of $4,370,000 which it has agreed to take as the A.G.P. Series A Shares. The Series A Preferred Stock is convertible at any time on or after the earlier of (i) 12 months from the date of issuance of the shares of Series A Preferred Stock and (ii) the date on which no shares of Series A Preferred Stock remain outstanding. The initial conversion price of the Series A Preferred Stock of $10 is subject to reset to an “Alternate Conversion Price,” which means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date, and (ii) the greater of (x) $10.00 (or (i) $5.00, after the later of (x) 90 days after issuance of the shares of Series A Preferred Stock or (y) the earlier of the date the shares underlying the shares of Series A Preferred Stock are eligible to be resold pursuant to Rule 144 or the date a resale registration statement is declared effective, or (ii) $2.00, after the earlier of (x) the date the VWAP of the Combined Company common stock trades at less than $5.00 for 10 consecutive trading days and (y) the first anniversary of issuance) and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) trading days with the lowest VWAP of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, divided by three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. Therefore, the A.G.P. Series A Shares would convert into an aggregate of (i) 437,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 874,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 2,185,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

Loan Conversions

On November 21, 2023, DHAC, VSee, and/or iDoc, as applicable, entered into various securities purchase agreements, certain of which were amended and restated on February 13, 2024 (as amended and restated, the “Conversion SPAs” and the transactions contemplated by the Conversion SPAs are referred to as the “Loan Conversions”) with various lenders of each of DHAC, VSee and iDoc, which include the Bridge Investor, pursuant to which (1) certain indebtedness owed by DHAC will be converted into Series A Preferred Stock at the Closing; (2) certain indebtedness owed by VSee will be converted into Series A Preferred Stock of the Combined Company at the Closing; (3) certain indebtedness owed by iDoc will be converted into Series A Preferred Stock of the Combined Company at the Closing (the shares of Series A Preferred Stock to be issued in consideration of the loan conversions described in the foregoing clauses (1)  – (3) are referred to as the “Loan Conversion Series A Shares” and together with the A.G.P. Series A Shares, the “Series A Shares”); (4) the $600,000 balance of the VSee Bridge Note and the $600,000 balance of the iDoc Bridge Note, which are not included in the Exchange Note will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing; and (5) certain indebtedness owed by iDoc to Tidewater will be assumed by the Combined Company and converted into Combined Company common stock following the Closing (the indebtedness to be assumed by the Combined Company described in the foregoing clauses (4) – (5) are referred to as the “Assumed Notes”; the shares of Combined Company common stock to be issued upon conversion of the Assumed Notes following the closing are referred to as the “Loan Conversion Common Shares”).

The Loan Conversion Series A Shares would convert into an aggregate of (i) 178,800 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 357,600 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 894,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00. The Loan Conversion Common Shares would convert into an aggregate of 892,500 shares of Combined Company common stock at a conversion price of $2.00 per share.

Equity Financing

On November 21, 2023, DHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with the Bridge Investor pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Combined Company’s common stock, from time to time over a 36-month period (the “Equity Purchase Commitment Period”) beginning from the sixth (6th) trading day following the Closing (the “Equity Purchase Effective Day”), provided that certain conditions are met. DHAC also agreed to file a resale registration statement to register shares of common stock to be purchased under the Equity Purchase

Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. On the Equity Purchase Effective Day, the Combined Company will issue to the Bridge Investor, as a commitment fee, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Combined Company’s common stock at a fixed conversion price of $10 per share (the “Equity Purchase Note” and together with the Additional Bridge Notes and the Exchange Note, the “Bridge Investor Notes”). The Bridge Investor Notes and the Quantum Note are referred to herein as the “Convertible Notes.”

The Equity Purchase Note would convert into an aggregate of 50,000 shares of Combined Company common stock at a fixed $10.00 conversion price and a common stock equivalent per share price of $10.00.

On October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to, among other things, extend the date by which DHAC has to consummate a business combination through November 8, 2023 in accordance with the terms described by DHAC’s amendment to amended and restated certificate of incorporation dated October 26, 2022. In connection with the related stockholder vote, an aggregate of 10,805,877 shares of DHAC’s common stock were redeemed. On September 8, 2023, stockholders of DHAC approved an additional amendment to DHAC’s amended and restated certificate of incorporation to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC. On November 6, 2023, at DHAC’s annual stockholder meeting, the stockholders of DHAC approved another proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC must consummate a Business Combination up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months (i.e., from November 8, 2023 up to November 8, 2024) or such earlier date as determined by the DHAC board of directors; and (b) permit stockholders to act by written consent in compliance with Section 228 of the Delaware General Corporation Law in lieu of a meeting. In connection with such stockholder vote, an aggregate of 579,157 shares of DHAC’s common stock were redeemed. The current term of DHAC has been extended to May 8, 2024.

The below charts set forth the Combined Company’s ownership and voting power percentages following the Closing, assuming that (i) no indemnity claims or expenses are deducted from VSee’s or iDoc’s merger consideration at or after closing, (ii) all Series A Shares and Convertible Notes are converted at the described conversion prices, (iii) the Assumed Notes are converted at a $2.00 conversion price, (iv) no warrants or options of the Combined Company are exercised and (v) no shares are issued pursuant to the Equity Purchase Agreement (other than pursuant to assumed conversion of the Equity Purchase Note). If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the below stockholder groups will be different.

Assuming no further redemptions by the DHAC Public Stockholders and a $10.00 conversion price of each of the Series A Shares and the Convertible Notes:

(1)

Marc Munro, through his ownership of Tidewater and Whacky, beneficially owns 66.35% of the Sponsor and will beneficially own 344,500 shares of Common Stock held by Sponsor Affiliates, consisting of 292,500 shares of Common Stock and 520 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.

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(2)

Lawrence Sands, through his ownership of SCS and SCS Capital Partners beneficially owns 500,000 founder shares and 33% of the Quantum Investor, and will beneficially own 591,800 shares of Common

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Stock held by Sponsor Affiliates, consisting of 500,000 founder shares and 918 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.

(3)

The Bridge Investor owns 4.91% of the Sponsor and 33% of the Quantum Investor.

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Assuming no further redemptions by the DHAC Public Stockholders and a $2.00 conversion price of each of the Series A Shares and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):

(1)

Marc Munro, through his ownership of Tidewater and Whacky, beneficially owns 66.35% of the Sponsor and will beneficially own 344,500 shares of Common Stock held by Sponsor Affiliates, consisting of 292,500 shares of Common Stock and 520 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.

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(2)

Lawrence Sands, through his ownership of SCS and SCS Capital Partners beneficially owns 500,000 founder shares and 33% of the Quantum Investor, and will beneficially own 591,800 shares of Common Stock held by Sponsor Affiliates, consisting of 500,000 founder shares and 918 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.

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(3)

The Bridge Investor owns 4.91% of the Sponsor and 33% of the Quantum Investor.

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As of February 9, 2024, there was approximately $1.37 million in DHAC’s trust account (the “Trust Account”). On [•], 2024, the record date for the Meeting of stockholders, the last sale price of DHAC’s Common Stock was $[•] per share.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

DHAC’s units, Common Stock, and Warrants are currently listed on the Nasdaq Stock Market, under the symbols “DHACU,” “DHAC,” and “DHACW,” respectively. DHAC has applied for listing, to be effective upon consummation of the Business Combination, of VSee Health, Inc.’s Common Stock and Public Warrants to purchase VSee Health, Inc.’s Common Stock on Nasdaq under the proposed symbols “VSEE” and “VSEEW,” respectively. The Nasdaq listing requirement is a condition to the closing of the Business Combination and neither DHAC, VSee or iDoc will proceed forward with the closing of the Business Combination unless Nasdaq approves the listing.

We encourage you to read this proxy statement/prospectus/consent solicitation carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 83.

DHAC’s board of directors recommends that DHAC stockholders vote “FOR” approval of each of the Proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/consent solicitation is dated [•], 2024, and is first being mailed to stockholders of DHAC on or about [•], 2024.

 

DIGITAL HEALTH ACQUISITION CORP.
980 N Federal Hwy #304
Boca Raton, FL
Telephone: (561) 672-7068

NOTICE OF SPECIAL MEETING OF
DIGITAL HEALTH ACQUISITION CORP. STOCKHOLDERS
To Be Held on [•], 2024

To Digital Health Acquisition Corp. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of Digital Health Acquisition Corp. (“DHAC,” “we”, “our”, or “us”), which will be held at 9:30 a.m., Eastern time, on [•], 2024, at (the “Meeting”). We will hold the Meeting online by remote communication, in virtual only format. You can participate in the virtual Meeting as described in “The Meeting.”

During the Meeting, DHAC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

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1.

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions (the “Business Combination”) contemplated under the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023 as amended by the First Amendment to the Third Amended and Restated Business Combination Agreement dated as of February 13, 2024 (as amended, the “Business Combination Agreement”), by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”), a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex A. This Proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

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2.

Proposals No. 2A-2I — The Charter Amendment Proposals

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Proposal 2A — To consider and vote on an amendment to the Current Charter to increase the total number of authorized shares of capital stock to (i) 100 million shares of common stock, par value $0.0001 per share, and (ii) 10 million shares of preferred stock, par value $0.0001 per share.

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Proposal 2B — To consider and vote on an amendment to the Current Charter that the Board by divided into three classes with only one class of directors being elected each year (except for those directors appointed prior to the first annual meeting of stockholders) serving a three- year term.

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Proposal 2C — To consider and vote on an amendment to the Current Charter that the Board or any director of the Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors.

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Proposal 2D — To consider and vote on an amendment to the Current Charter to require the affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company to make any amendment to certain sections of the Amended Charter.

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•

Proposal 2E — To consider and vote on an amendment to the Current Charter that the Amended and Restated Bylaws of the Combined Company may be amended by either the directors of the Board or by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company.

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•

Proposal 2F — To consider and vote on an amendment to the Current Charter to remove the waiver of the corporate opportunity doctrine with respect to DHAC.

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•

Proposal 2G — To consider and vote on an amendment to the Current Charter to change the name of DHAC to “VSee Health, Inc.” from the current name of “Digital Health Acquisition Corp.”

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•

Proposal 2H — To consider and vote on an amendment to the Current Charter to eliminate certain provisions related to DHAC’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination.

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•

Proposal 2I — To consider and vote upon the approval and adoption of the Second Amended and Restated Certificate of Incorporation of DHAC, a copy of which is attached to this proxy statement/prospectus/consent solicitation as Annex B-1 (the “Amended Charter”), which incorporates the principal amendments set forth in Proposals 2A-2H. Proposals 2A-2I are collectively referred to as the “Charter Amendment Proposals.”

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3.

Proposal No. 3 — The Bylaws Proposal — to consider and vote upon a proposal to approve the Amended and Restated Bylaws of DHAC, a copy of which is attached to this proxy statement/​prospectus/consent solicitation as Annex C (the “Amended Bylaws”), which will be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Bylaws Proposal” or “Proposal 3.”

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4.

Proposal No. 4 — The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Milton Chen, Imoigele Aisiku, Kevin Lowdermilk, Colin O’Sullivan and Scott Metzger, to serve on the Board until their respective successors are duly elected and qualified. This Proposal is referred to as the “Directors Proposal” or “Proposal 4.”

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5.

Proposal No. 5 — The Stock Plan Proposal — to consider and vote upon a proposal to approve the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”), a copy of which is to be attached to this proxy statement/prospectus/consent solicitation as Annex D, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Stock Plan Proposal” or “Proposal 5.”

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6.

Proposal No. 6 — The Nasdaq Merger Proposal — to consider and vote upon a proposal to approve: for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of common stock of DHAC and the resulting change in control in connection with the Business Combination. This Proposal is referred to as the “Nasdaq Merger Proposal” or “Proposal 6.”

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7.

Proposal No. 7 — The Nasdaq Quantum Financing Proposal — to consider and vote upon a proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance or potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Quantum Financing. This Proposal is referred to as the “Nasdaq Quantum Financing Proposal” or “Proposal 7.”

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8.

Proposal No. 8 —  The Nasdaq Equity Financing Proposal — to consider and vote upon a proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d) the potential issuance of more than 20% of the issued and outstanding shares of common stock of DHAC in connection with the Equity Financing. This Proposal is referred to as the “Nasdaq Equity Financing Proposal” or “Proposal 8.”

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9.

Proposal No. 9 — The Nasdaq A.G.P. Financing Proposal — to consider and vote upon a proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d) the potential issuance of more than 20% of our Common Stock pursuant to a securities purchase agreement with A.G.P./Alliance Global Partners. This Proposal is referred to as the “Nasdaq A.G.P. Financing Proposal” or “Proposal 9.”

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10.

Proposal No. 10 — The Nasdaq Loan Conversion Proposal — to consider and vote upon a

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proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance or potential issuance of more than 20% of the common stock of DHAC in connection with Loan Conversions. This Proposal is referred to as the “Nasdaq Loan Conversion Proposal” or “Proposal 10”.

11.

Proposal No. 11 — The Nasdaq Bridge Financing Proposal — to consider and vote upon a proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance or potential issuance of more than 20% of the common stock of DHAC in connection with the Bridge Financing. This Proposal is referred to as the “Nasdaq Bridge Financing Proposal” or “Proposal 11”.

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12.

Proposal No. 12 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event DHAC does not receive the requisite stockholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal 12.”

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The Business Combination Proposal is conditioned upon the approval of Proposals 2A-2I, 3, 5, 6, 7, 8, 9, 10 and 11. Proposals 2A-2I, 3, 4, 5, 6, 7, 8, 9, 10 and 11 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, DHAC will not consummate the Business Combination. If DHAC does not consummate the Business Combination and fails to complete an initial business combination by May 8, 2024 (or a later time upon the election by DHAC to extend the time period to complete an initial business combination subject to satisfaction of certain conditions under our Current Charter), DHAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Current Charter to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, the Nasdaq Bridge Financing Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of DHAC present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof.

On November 6, 2023, at DHAC’s annual stockholder meeting, the stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC must consummate a Business Combination up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months (i.e., from November 8, 2023 up to November 8, 2024) or such earlier date as determined by the DHAC board of directors; and (b) permit stockholders to act by written consent in compliance with Section 228 of the Delaware General Corporation Law in lieu of a meeting. In connection with such stockholder vote, an aggregate of 579,157 shares of DHAC’s common stock were redeemed leaving 3,603,966 shares issued and outstanding and entitled to vote as November 7, 2023. As of February 9, 2024, there are 3,603,966 shares of DHAC common stock issued and outstanding and entitled to vote. The current term of DHAC has been extended to May 8, 2024.

DHAC is requiring stockholders who wish to redeem their Shares to either tender their certificates to Continental or to deliver their Shares to Continental electronically using the DTC’s DWAC (Deposit/ Withdrawal At Custodian) System at least two business days before the DHAC Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is DHAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because DHAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While DHAC has been advised that it takes a short time to deliver Shares through the DWAC System, DHAC cannot assure you of this fact. Accordingly, if it takes longer than DHAC anticipates for stockholders to deliver their Shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Shares; this requirement may limit stockholders being afforded meaningful redemption rights.

 

 

The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.

Only DHAC stockholders who hold common stock of record as of the close of business on [•], 2024 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus/​consent solicitation is first being mailed to DHAC stockholders on or about [•], 2024.

Investing in DHAC’s securities involves a high degree of risk. See “Risk Factors” beginning on page 83 for a discussion of information that should be considered in connection with an investment in DHAC’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Broadridge Financial Solutions (“Broadridge”), that is received by the tabulator before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

DHAC’s board of directors recommends that DHAC stockholders vote “FOR” approval of each of the Proposals. When you consider DHAC’s Board of Director’s recommendation of these Proposals, you should keep in mind that DHAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposal 1: The Business Combination — Interests of Certain Persons in the Business Combination.”

On behalf of the DHAC Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC SHARES, OR (B) HOLD PUBLIC SHARES THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC SHARES PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES; AND (II) PRIOR TO [•] A.M./P.M., EASTERN TIME, ON [•], 2024, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY THAT DHAC REDEEM YOUR PUBLIC SHARES FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES. SEE “THE MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION FOR MORE SPECIFIC INSTRUCTIONS.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus/consent solicitation incorporates important business and financial information about DHAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by DHAC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

D.F. King & Co.
48 Wall Street, 22nd Floor
New York, NY 10005
Brokers and Banks Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 290-6429
Email: DHAC@dfking.com

If you would like to request documents, please do so no later than [•], 2024 to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about DHAC, VSee and iDoc.

 

 

NOTICE OF SOLICITATION OF WRITTEN CONSENT

VSee Lab Inc.
3188 Kimlee Drive
San Jose, CA 95132

To Stockholders of VSee Lab, Inc.:

We are pleased to enclose the proxy statement/prospectus/consent solicitation relating to the proposed merger further to that Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023 as amended by the First Amendment to the Third Amended and Restated Business Combination Agreement dated as of February 13, 2024 (as amended, the “Business Combination Agreement”), by and among Digital Health Acquisition Corp, a Delaware corporation (“DHAC”), DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”). If (i) the Business Combination Agreement is adopted and the merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by each of DHAC’s, VSee’s and iDoc’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. All shares of VSee and iDoc capital stock issued and outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware or Texas law, as applicable) will be converted into the right to receive the applicable merger consideration. Upon the consummation of the Business Combination, DHAC will change its name to “VSee Health, Inc.”

The proxy statement/prospectus/consent solicitation attached to this notice is being delivered to you on behalf of VSee’s board of directors to request that holders of the outstanding shares of VSee’s class A common stock, VSee’s Series A preferred stock and VSee’s Series A-1 preferred stock, as of the record date of [•], 2024 execute and return written consents to adopt and approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, in all respects.

The attached proxy statement/prospectus/consent solicitation describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you under Section 262 of the General Corporation Law of the State of Delaware (“DGCL”) with respect to the Business Combination is described in “Appraisal Rights — VSee Stockholder Appraisal Rights”. A copy of Section 262 of the DGCL is attached as Annex E to this proxy statement/prospectus/consent solicitation.

The VSee board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of VSee and its stockholders, and recommends that VSee stockholders approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/​consent solicitation and return it promptly to VSee by one of the means described in “VSee’s Solicitation of Written Consents.”

 

 

 

 

NOTICE OF SOLICITATION OF WRITTEN CONSENT

iDoc Virtual Telehealth Solutions, Inc.
2311 West Main Street
Houston, Texas 77098

To Stockholders of iDoc Virtual Telehealth Solutions, Inc.:

We are pleased to enclose the proxy statement/prospectus/consent solicitation relating to the proposed merger further to that Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023 as amended by the First Amendment to the Third Amended and Restated Business Combination Agreement dated as of February 13, 2024 (as amended, the “Business Combination Agreement”), by and among Digital Health Acquisition Corp, a Delaware corporation (“DHAC”), DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”). If (i) the Business Combination Agreement is adopted and the merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by each of DHAC’s, VSee’s and iDoc’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. All shares of VSee and iDoc stock issued and outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware or Texas law, as applicable) will be converted into the right to receive shares of DHAC common stock. Upon the consummation of the Business Combination, DHAC will change its name to “VSee Health, Inc.”

The proxy statement/prospectus/consent solicitation attached to this notice is being delivered to you on behalf of iDoc’s board of directors to request that holders of the outstanding shares of iDoc’s class A common stock as of the record date of [•], 2024 execute and return written consents to adopt and approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, in all respects.

The attached proxy statement/prospectus/consent solicitation describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you under Subchapter H, Chapter 10, Title 1 of the Texas Business Organizations Code (“TBOC”) with respect to the Business Combination is described in “Appraisal Rights — iDoc Stockholder Appraisal Rights”. A copy of Subchapter H, Title 1, Chapter 10 of the TBOC is attached as Annex F to this proxy statement/prospectus/consent solicitation.

The iDoc board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of iDoc and its stockholders, and recommends that iDoc stockholders approve the Business Combination Agreement and the Business Combination, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/​consent solicitation and return it promptly to iDoc by one of the means described in “iDoc’s Solicitation of Written Consents.”

 

 

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION

This document, which forms part of a registration statement on Form S-4 filed with the SEC by DHAC, constitutes a prospectus of DHAC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of DHAC to be issued to VSee’s and iDoc’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of DHAC under Section 14(a) of the Exchange Act.

You should rely only on the information contained in this proxy statement/prospectus/consent solicitation in deciding how to vote on the Business Combination. None of DHAC, VSee or iDoc has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus/consent solicitation. Do not rely upon any information or representations made outside of this proxy statement/prospectus/consent solicitation. The information contained in this proxy statement/prospectus/consent solicitation may change after the date of this proxy statement/​prospectus/consent solicitation. Do not assume after the date of this proxy statement/prospectus/consent solicitation that the information contained in this proxy statement/prospectus/consent solicitation is still correct.

Information contained in this proxy statement/prospectus/consent solicitation regarding DHAC and its business, operations, management and other matters has been provided by DHAC and information contained in this proxy statement/prospectus/consent solicitation regarding each of VSee and iDoc and each of their respective businesses, operations, management and other matters has been provided by VSee and iDoc, respectively.

This proxy statement/prospectus/consent solicitation does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/​prospectus/consent solicitation may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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Table of Contents

 

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SELECTED DEFINITIONS

When used in this proxy statement/prospectus/consent solicitation, unless the context otherwise requires:

“Acquisition Proposal” refers to (a) any transaction or series of related transactions under which any person(s), directly or indirectly, (i) acquires or otherwise purchases VSee, iDoc or any of their controlled affiliates or (ii) all or a material portion of assets or businesses of VSee, iDoc or any of their controlled affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in VSee, iDoc or any of their controlled affiliates (other than the issuance of the applicable class of shares of capital stock of a VSee upon the exercise or conversion of any VSee Options outstanding as of November 21, 2023 in accordance with the terms of VSee Equity Plan and the underlying grant, award or similar agreement).

“Additional Bridge Notes” refers to the 10% original issue discount senior secured promissory notes in the principal amount of $111,111.33 purchased at signing of the Bridge Letter Agreement on November 21, 2023, which will mature on May 21, 2025 and (2) $55,555.67 purchased at a later date mutually agreed upon by DHAC and the Bridge Investor, which is currently expected to be upon the filing of an amendment to the Company’s Registration Statement on Form S-4 in connection with the Business Combination, bearing guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at an initial fixed conversion price of $10.00 per share.

“A.G.P.” refers to A.G.P./Alliance Global Partners, the representative of the underwriters in the IPO.

“A.G.P. Securities Purchase Agreement” refers to the Securities Purchase Agreement, dated as of November 3, 2022 and as amended on November 21, 2023, by and between DHAC and A.G.P. pursuant to which DHAC has agreed to issue the A.G.P. Series A Shares to A.G.P., as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“A.G.P. Series A Shares” means the shares of Series A Preferred Stock to be issued to A.G.P. pursuant to the terms of the A.G.P. Securities Purchase Agreement.

“Amended Charter” refers to the Second Amended & Restated Certificate of Incorporation of DHAC to take effect upon DHAC’s stockholders approving the Second Amended & Restated Certificate of Incorporation, in the form included as Annex B-1 to this proxy statement/prospectus/consent solicitation, which shall be further amended by the filing of the Series A Preferred Certificate of Designation on the Closing Date, as further described in the “Charter Amendment Proposals” section of this proxy statement/​prospectus/consent solicitation.

“Amended Bylaws” refers to the Amended & Restated Bylaws of DHAC, in the form included as Annex C to this proxy statement/prospectus/consent solicitation, as further described in the “Charter Amendment Proposals” section of this proxy statement/prospectus/consent solicitation.

“Assumed Notes” refers to the $600,000 balance of the VSee Bridge Note not included in the Exchange Note, the $600,000 balance of the iDoc Bridge Note not included in the Exchange Note each of which will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing and certain indebtedness owed by iDoc to Tidewater, which will be assumed by the Combined Company and converted into Combined Company common stock following the Closing.

“Bridge Amendment” refers to the letter agreement, dated November 21, 2023, among DHAC, VSee, iDoc and the Bridge Investor amending the Original Bridge SPA.

“Bridge Financing” refers to the sale of the Bridge Notes, the Additional Bridge Notes, Bridge Warrants, Bridge Shares and the Exchange Note and the other transactions contemplated by the Bridge SPA.

“Bridge Investor” refers to the investor who executed the Bridge SPA, the Exchange Agreement and the Equity Purchase Agreement.

“Bridge Investor Notes” refers to the Additional Bridge Notes, the Exchange Note and the Equity Purchase Note.

 

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“Bridge Notes” refers to the 10% original issue discount senior secured promissory notes issued by DHAC, VSee and iDoc pursuant to the Original Bridge SPA.

“Bridge RRA” refers to the Registration Rights Agreement, dated October 5, 2022, between DHAC and the Bridge Investor and as amended further on January 22, 2024.

“Bridge SPA” refers to the Original Bridge SPA, as amended by the Bridge Amendment.

“Bridge Shares” refers to the 30,000 shares of DHAC Common Stock issued to the Bridge Investor on October 5, 2022 in connection with the Bridge Financing.

“Bridge Warrants” refers to 173,913 five-year warrants, each representing the right to purchase one share of DHAC Common Stock at an initial exercise price of $11.50, subject to certain adjustments, issued by DHAC to the Bridge Investor.

“Broadridge” refers to Broadridge Financial Solutions.

“Business Combination” refers to the VSee Merger, the iDoc Merger and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” refers to the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, as amended by the First Amendment dated February 13, 2024, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms (attached to this proxy statement/prospectus/consent solicitation as Annex A).

“Cassel Salpeter” refers to Cassel Salpeter & Co., LLC.

“Closing” refers to the consummation of the Business Combination.

“Closing Date” refers to the date on which the Closing occurs.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Combined Company” refers to DHAC (to be renamed as VSee Health, Inc.) and its subsidiaries, following consummation of the Business Combination.

“Combined Company Board” refers to the board of directors of the Combined Company.

“Combined Company Equity Incentive Plan” refers to the VSee Health, Inc. 2024 Equity Incentive Plan (substantially in the form attached hereto as Annex D).

“Company,” “our,” “we” or “us” refers, prior to the Business Combination, to DHAC, as the context suggests, and, following the Business Combination, to the Combined Company.

“Common Stock” or “Combined Company Common Stock” refers to the common stock, par value $0.0001 per share, of the Combined Company.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Convertible Notes” refers to the Bridge Investor Notes and the Quantum Note.

“Conversion SPAs” refers to respective securities purchase agreements entered on November 21, 2023, certain of which were amended and restated on February 13, 2024 and as may be amended from time to time, with various lenders of each of DHAC, VSee and iDoc, which include the Bridge Investor, pursuant to which (1) certain indebtedness owed by DHAC will be converted into Series A Preferred Stock at the Closing; (2) certain indebtedness owed by VSee will be converted into Series A Preferred Stock of the Combined Company at the Closing; (3) certain indebtedness owed by iDoc will be converted into Series A Preferred Stock of the Combined Company at the Closing (the shares of Series A Preferred Stock to be issued in consideration of the loan conversions described in the foregoing clauses (1) – (3) are referred to as the “Loan Conversion Series A Shares” and together with the A.G.P. Series A Shares, the “Series A Shares”); (4) the $600,000 balance of the VSee Bridge Note and the $600,000 balance of the iDoc Bridge Note, which

 

5

 

are not included in the Exchange Note will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing; and (5) certain indebtedness owed by iDoc to Tidewater will be assumed by the Combined Company and converted into Combined Company common stock following the Closing (the indebtedness to be assumed by the Combined Company described in the foregoing clauses (4) – (5) are referred to as the “Assumed Notes”; the shares of Combined Company common stock to be issued upon conversion of the Assumed Notes following the closing are referred to as the “Loan Conversion Common Shares”).

“Current Charter” refers to DHAC’s Amended and Restated Certificate of Incorporation, effective as of November 3, 2021, as amended by the Amendment to the Amended and Restated Certificate of Incorporation effective as of October 26, 2022, September 8, 2023 and November 6, 2023, as may hereafter be amended.

“DGCL” refers to the General Corporation Law of the State of Delaware, as amended.

“DHAC” refers to Digital Health Acquisition Corp., a blank check company incorporated in Delaware.

“DHAC Board” refers to the board of directors of DHAC.

“Effective Time” refers to the effective time of the Business Combination.

“Effective Time Option Grants” refers to the stock options with an exercise price of $10 per share pursuant to the Incentive Plan to the individuals, in the amounts, and on the terms set forth on Exhibit E to the Business Combination Agreement.

“Equity Financing” refers to the transactions contemplated by the Equity Purchase Agreement.

“Equity Purchase Agreement” refers to the equity purchase agreement dated November 21, 2023 with the Bridge Investor pursuant to which the Combined Company may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from the Combined Company, up to $50,000,000 of its newly issued shares of the Combined Company’s common stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing and the Combined Company will issue to the Bridge Investor the Equity Purchase Note.

“Equity Purchase Note” refers to the senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Combined Company’s common stock at a fixed conversion price of $10 per share.

“Escrow Agent” refers to Continental.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” refers to the exchange agreement, dated November 21, 2023, among DHAC, VSee, iDoc, and the Bridge Investor pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for the Exchange Note.

“Exchange Note” refers to the senior secured convertible promissory note issued by the Combined Company to the Bridge Investor with an aggregate principle value of $2,523,744.29, which will be guaranteed by each of DHAC, VSee and iDoc, bearing guaranteed interest at a rate of 8.00% per annum and will be convertible into shares of Combined Company common stock at an initial fixed conversion price of $10 per share.

“Exchange RRA” refers to the registration rights agreement to be entered into between the Bridge Investor and the Combined Company at the Closing pursuant to the terms of the Exchange Agreement.

“Extension Financing” refers to the issuance of the Extension Note and related Extension Warrants and Extension Shares pursuant to the Extension Securities Purchase Agreement.

 

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“Extension Note” refers to the promissory note, dated as of May 5, 2023, by DHAC in favor of the unaffiliated institutional investor party to the Extension Securities Purchase Agreement.

“Extension RRA” refers to the registration rights agreement dated May 5, 2023 between the Extension Financing Investor and DHAC in connection with the Extension Financing.

“Extension Securities Purchase Agreement” refers to the Securities Purchase Agreement, dated as of May 5, 2023, by and between DHAC and the unaffiliated institutional investor party thereto.

“Extension Shares” refers to the 7,000 shares of Common Stock issued to the investor in the Extension Financing.

“Extension Warrants” refers to 26,086 five year warrants, each representing the right to purchase one share of DHAC Common Stock at an initial exercise price of $11.50, subject to certain adjustments, issued by DHAC to the purchaser of the Extension Note.

“First Amended and Restated Business Combination Agreement” refers to the Amended and Restated Business Combination Agreement, dated as of August 9, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc,

“First Amendment to Second Amended and Restated Business Combination” refers to the First Amendment to Second Amended and Restated Business Combination Agreement, dated as of November 3, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“First Amendment to Third Amended and Restated Business Combination” refers to the First Amendment to Third Amended and Restated Business Combination Agreement, dated as of February 13, 2024, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Founder Shares” refers to an aggregate of 2,875,000 shares of Common Stock held by our Sponsor and our directors, officers and advisors, which reflects 4,312,500 shares of Common Stock originally purchased on June 7, 2021 and 1,437,500 shares of Common Stock that were forfeited on October 2021, resulting in 2,875,000 founder shares outstanding.

“GAAP” refers to United States generally accepted accounting principles, consistently applied.

“Group Companies” refers to, collectively, (a) VSee and its Subsidiaries and (b) iDoc and its Subsidiaries.

“HSR Act” refers to the Hart-Scott Rodino Antitrust Improvements Act of 1976.

“iDoc” refers to iDoc Virtual Telehealth Solutions, Inc., a Texas corporation.

“iDoc Class A Common Stock” refers to the shares of iDoc Class A Common Stock, par value $1.00 per share.

“iDoc Class A Consideration” means an amount equal to (1) $49,500,000, minus (2) the aggregate amount of iDoc’s transaction expenses.

“iDoc Class A Outstanding Shares” means the total number of shares of iDoc Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Class A Common Stock basis.

“iDoc Closing Consideration” refers to the iDoc Class A Consideration.

“iDoc Common Stock” refers to the iDoc Class A Common Stock.

“iDoc Indemnity Escrow Account” refers to the indemnity escrow account established pursuant to an escrow agreement among DHAC, iDoc and the Escrow Agent with respect to the iDoc Indemnity Escrow Amount.

“iDoc Indemnity Escrow Amount” refers to 2% of the iDoc Class A Consideration.

“iDoc Merger” refers to that certain merger of Merger Sub II with and into iDoc, with iDoc surviving as a wholly owned subsidiary of DHAC.

 

7

 

“iDoc Stockholders” refers to the stockholders of iDoc holding iDoc Class A Common Stock.

“iDoc Outstanding Shares” refers to the total number of shares of iDoc Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Common Stock basis.

“iDoc Per Share Consideration” means the iDoc Per Share Class A Consideration.

“iDoc Per Share Class A Consideration” means a number of shares of Parent Common Stock equal to (a) (1) the iDoc Class A Consideration, divided by (2) the total number of iDoc Class A Outstanding Shares, divided by (b) $10.

“Initial Public Offering” or “IPO” refers to DHAC’s initial public offering of its Public Shares pursuant to the IPO registration statement became effective on November 3, 2021 and closed on November 8, 2021.

“Initial Stockholders” refer to the Sponsor and DHAC’s advisors, officers and directors who own all of DHAC’s founder shares.

“Investment Company Act” refers to the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“Letter Agreement” refers to that certain letter agreement, dated as of November 3, 2021, among DHAC, the Representative and the Initial Stockholders of DHAC at the time of its initial public offering, pursuant to which the Initial Stockholders agreed, among other things, to vote their founder shares, as well as any Public Shares held by them, in favor of DHAC’s initial business combination (including any proposals recommended by DHAC’s board of directors in connection with such business combination).

“Loan Conversion Common Shares” has the meaning ascribed to such term in the definition of “Conversion SPA.”

“Loan Conversion Series A Shares” has the meaning ascribed to such term in the definition of “Conversion SPA.”

“Loan Conversions” refers to the transactions contemplated by the Conversion SPAs, as amended.

“M2B” refers to M2B Funding Corp.

“Merger Sub I” refers to DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC.

“Merger Sub II” refers to DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC.

“Munro Trust” refers to Mark E. Munro Charitable Remainder Unitrust .

“Nasdaq” refers to The Nasdaq Stock Market.

“Other Stockholders” refers to (i) the holder of 20,000 shares of DHAC Common Stock, which were issued to such holder on February 14, 2023 in connection with a settlement agreement, and (ii) the unaffiliated institutional investor party to the Extension Securities Purchase Agreement, which holds the Extension Warrants and the Extension Commitment Shares.

“Original Business Combination Agreement” refers to the Business Combination Agreement, dated as of June 15, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Original Bridge SPA” refers to the Securities Purchase Agreement, dated as of October 5 2022, by and among DHAC, VSee, iDoc and the Bridge Investor pursuant to which DHAC, VSee and iDoc issued an aggregate of $2,222,222 of Bridge Notes, Bridge Warrants and Bridge Commitment Shares to the Bridge Investor, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Private Placement Units” refers to the 557,000 Units acquired by our Sponsor for an aggregate purchase price of $5,570,000 in a private placement simultaneously with the closing of the IPO.

 

8

 

“Public Shares” refers to the shares of Common Stock included in the Units issued in the IPO to the Public Stockholders.

“Public Stockholders” refers to the holders of the Public Shares that were sold in the IPO.

“Public Warrants” refers to the Warrants included in the Units issued in the IPO to the Public Stockholders.

“Quantum Financing” refers to the sale of Quantum Note and the other transactions contemplated by the Quantum Purchase Agreement.

“Quantum Investor” refers to the investor who executed the Quantum Purchase Agreement.

“Quantum Note” refers to a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000, bearing interest at rate of 12% per annum and are convertible into shares of common stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination.

“Quantum Purchase Agreement” refers to a convertible note purchase agreement DHAC entered into with the Quantum Investor on November 21, 2023, pursuant to which the Quantum Investor subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, the Quantum Note.

“Quantum RRA” refers to the registration rights agreement to be entered into between the Combined Company and the Quantum Investor at the Closing pursuant to the terms of the Quantum Purchase Agreement.

“Record Date” refers to [•] 2024, the date for determining the DHAC shareholders entitled to receive notice of and to vote at the Special Meeting.

“redemption rights” refers to the rights of the Public Stockholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Current Charter and this proxy statement/prospectus/consent solicitation.

“SCS” refers to SCS, LLC, a Florida limited liability company.

“SCS Capital Partners” refers to SCS Capital Partners LLC, a Nevada limited liability company.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Second Amended and Restated Business Combination Agreement” refers to the Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Securities Act” refers to the Securities Act of 1933, as amended.

“Series A Preferred Certificate of Designation” refers to the Certificate of Designation of the Combined Company establishing the terms of the Series A Preferred Stock, in the form included as Annex B-2 to this proxy statement/prospectus/consent solicitation.

“Series A Preferred Stock” refers to the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Combined Company.

“Series A Shares” refers to the A.G.P. Series A Shares and the Loan Conversion Series A Shares.

“Shareholder Proposals” refers, collectively, to the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, the Nasdaq Bridge Financing Proposal and the Adjournment Proposal.

 

9

 

“Special Meeting” refers to the extraordinary general meeting of DHAC to be held virtually on [•], 2024 at 9:30 a.m., Eastern time, to vote on matters relating to the Business Combination.

“Sponsor” refers to Digital Health Sponsor LLC, a Delaware limited liability company.

“Sponsor Affiliates” refer to SCS, SCS Capital Partners, Whacky, Munro Trust and Tidewater who are affiliates of and/or investors in Sponsor and will receive capital stock of the Combined Company pursuant to the Loan Conversions.

“TAD Exchange” refers to the transaction pursuant to which This American Doc, Inc. will become a wholly-owned subsidiary of VSee immediately prior to the consummation of the Business Combination.

“TBOC” refers to the Texas Business Organizations Code.

“Tidewater” refers to Tidewater Ventures, LLC, a North Carolina LLC.

“transfer agent” refers to Continental.

“Trust Account” refers to the trust account of DHAC that holds the net proceeds from the IPO, certain of the proceeds from the sale of the Private Placement Shares, and any extension fees, including interest earned on the funds in the Trust Account and not previously released to DHAC to pay its taxes.

“Units” refers to the units of DHAC, each consisting of one share of Common Stock and one Warrant.

“VSee” refers to VSee Lab, Inc., a Delaware corporation.

“VSee Charter” refers to the certificate of incorporation of VSee Lab, Inc. dated December 23, 2010 and as amended on November 17, 2023.

“VSee Class A Common Stock” means the shares of VSee’s Class A Common Stock, par value $0.0001 per share.

“VSee Class A Consideration” means (1) $60,500,000, minus (2) an amount equal to the Effective Time Option Grants multiplied by $10, minus (3) the aggregate amount of VSee’s transaction expenses.

“VSee Class A Outstanding Shares” means the total number of shares of VSee Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to VSee Class A Common Stock basis, and including, without limitation or duplication, the number of shares of VSee Class A Common Stock issuable upon conversion of the VSee Preferred Stock.

“VSee Closing Consideration” means the VSee Class A Consideration.

“VSee Common Stock” means the VSee Class A Common Stock.

“VSee Equity Plan” refers to the VSee Lab, Inc. 2008 Stock Plan as amended through July 20, 2012.

“VSee Health” refers to DHAC, renamed as VSee Health, Inc., a Delaware corporation following the consummation of the Business Combination.

“VSee Indemnity Escrow Account” refers to the indemnity escrow account established pursuant to an escrow agreement among DHAC, VSee and the Escrow Agent with respect to the VSee Indemnity Escrow Amount.

“VSee Indemnity Escrow Amount” refers to 2% of the VSee Class A Closing Consideration.

“VSee Merger” refers to that certain merger of Merger Sub I with and into VSee, with VSee surviving as a wholly owned subsidiary of DHAC.

“VSee Options” refers to, as of any determination time, each option to purchase VSee Common Stock that is outstanding and unexercised, granted under the VSee Equity Plan.

“VSee Option Holder” refers to holders of VSee Options outstanding as of immediately prior to the Effective Time.

 

10

 

“VSee Per Share Consideration” means the VSee Per Share Class A Consideration.

“VSee Per Share Class A Consideration” means a number of shares of Parent Common Stock equal to (a) (1) the VSee Class A Consideration, divided by (2) the total number of VSee Class A Outstanding Shares, divided by (b) $10.

“VSee Preferred Stock” refers to the VSee Series A Preferred Stock and the VSee Series A-1 Preferred Stock, which shall be subject to the VSee Preferred Stock Conversion.

“VSee Preferred Stock Conversion” refers to the conversion, immediately prior to the Effective Time and as a condition to the Closing, of all of the outstanding shares of VSee Preferred Stock for shares of VSee Class A Common Stock in accordance with the terms set forth in the VSee Charter.

“VSee Series A Preferred Stock” refers to shares of VSee Series A Preferred Stock, par value $0.0001 per share.

“VSee Series A-1 Preferred Stock” refers to shares of VSee Series A-1 Preferred Stock, par value $0.0001 per share.

“VSee Stock” refers to, collectively, the VSee Common Stock and the VSee Preferred Stock.

“VSee Stockholders” refers to the stockholders of VSee holding VSee Class A Common Stock and See Preferred Stock, and assumes the closing TAD Exchange.

“Warrants” refers to the warrants of DHAC, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share.

“Whacky” refers to Whacky Ventures LLC.

 

11

 

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus/consent solicitation statement with respect to DHAC’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus/consent solicitation):

​

1.

No Public Stockholders exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on February 9, 2024 of approximately $1.37 million. Please see the section entitled “The Meeting — redemption rights.”

​

2.

There are no transfers by the Initial Stockholders, the Bridge Investor or the Other Stockholders of DHAC Securities held by such stockholders on or prior to the Closing Date.

​

3.

No holders of public or private Warrants, Bridge Warrants or Extension Warrants exercise any of the outstanding warrants.

​

4.

There are no other issuances of equity securities of DHAC prior to or in connection with the Closing, other than in connection with the Business Combination, the Bridge Financing, the Loan Conversions, the A.G.P. Financing, the Quantum Financing, the Effective Time Options and, except as described in item (5) below, the Equity Financing.

​

5.

No shares of Common Stock, other than pursuant to the assumed conversion of the Equity Purchase Note, are issued pursuant the Equity Purchase Agreement.

​

6.

No holders of Effective Time Options exercise any of the outstanding Effective Time Options.

​

​

7.

That all Series A Shares and Convertible Notes (other than the Equity Purchase Note) convert into Common Stock at the initial conversion price of $10 per share (unless otherwise indicated), and that the Equity Purchase Note converts into Common Stock at a fixed conversion price of $10.00 per share.

​

​

8.

That all Assumed Notes convert into Common Stock at the fixed conversion price of $2.00 per share.

​

​

9.

That none of the VSee Stockholders or iDoc Stockholders exercises appraisal rights in connection with the Closing.

​

​

10.

That, unless otherwise described in items (10), (11) or (12) below, the number of outstanding shares and equity-linked securities of each of DHAC, VSee and iDoc is the same as the number of outstanding shares and equity-linked securities of DHAC, VSee and iDoc, respectively, as of December 31, 2023.

​

​

11.

That there are no shares of class B common stock of VSee or iDoc outstanding as of the Closing.

​

​

12.

That none of the VSee Options that are outstanding as of December 31, 2023 are exercised prior to the Closing and that each of such VSee Options are terminated on or prior to the Effective Time.

​

​

13.

That the TAD Exchange has closed.

​

​

14.

That the Loan Conversions close.

​

 

12

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this proxy statement/prospectus/consent solicitation and in any document incorporated by reference herein are “forward looking statements.” Statements regarding the potential Business Combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

•

our ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;

​

•

the inability to complete the transactions contemplated by the Business Combination due to the failure to satisfy any conditions to closing, including the approval of the definitive Business Combination Agreement by the stockholders of DHAC;

​

•

the inability to consummate the Bridge Financing, the Equity Financing, the Loan Conversions, the A.G.P. Financing or the Quantum Financing;

​

•

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against DHAC, VSee or iDoc following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement, including the failure to satisfy any of the conditions to closing the Business Combination, or could otherwise cause the transactions contemplated by the Business Combination Agreement to fail to close;

​

•

the ability to obtain or maintain the listing of DHAC Common Stock on Nasdaq following the Business Combination;

​

•

the projected financial information, anticipated growth rate and market opportunity of the Combined Company;

​

•

the risk that the proposed Business Combination disrupts current plans and operations of VSee or iDoc as a result of the announcement and consummation of the Business Combination;

​

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Combined Company to grow and manage growth profitably and retain its key employees;

​

•

the ability of the Combined Company to raise financing in the future;

​

•

the success, cost and timing of VSee’s, iDoc’s and the Combined Company’s product development activities;

​

•

the commercialization and adoption of VSee’s and iDoc’s existing products and the success of the Combined Company’s future product offerings;

​

•

the potential attributes and benefits of VSee’s, iDoc’s and the Combined Company’s products and services;

​

•

VSee’s, iDoc’s and the Combined Company’s ability to obtain and maintain regulatory approval for their products, and any related restrictions and limitations of any approved product;

​

•

VSee’s, iDoc’s and the Combined Company’s ability to identify, in-license or acquire additional technology;

​

•

VSee’s, iDoc’s and the Combined Company’s ability to maintain existing license, manufacturing and supply agreements;

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13

 

•

the size and growth potential of the markets for VSee’s, iDoc’s and the Combined Company’s products and services, and the ability of each to serve those markets, either alone or in partnership with others;

​

•

the pricing of VSee’s, iDoc’s and the Combined Company’s products and services and reimbursement for medical procedures conducted using VSee’s, iDoc’s and the Combined Company’s products and services;

​

•

VSee’s, iDoc’s and the Combined Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing;

​

•

VSee’s, iDoc’s and the Combined Company’s financial performance;

​

•

the Combined Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

​

•

intense competition and competitive pressures from other companies in the industry in which the Combined Company will operate;

​

•

factors relating to the business, operations and financial performance of VSee, iDoc and the Combined Company, including market conditions and global and economic factors beyond VSee’s, iDoc’s and the Combined Company’s control;

​

•

the impact of the COVID-19 pandemic and geopolitical conflicts on VSee’s, iDoc’s and the Combined Company’s business and operations, including on the ability of DHAC, VSee and iDoc to consummate the Business Combination, and on interest rates and market volatility and their effect on the Combined Company’s business, its industry and the global economy;

​

•

costs related to the Business Combination;

​

•

the effect of legal, tax and regulatory changes; and

​

•

other factors detailed under the section titled “Risk Factors.”

​

The forward-looking statements contained in this proxy statement/prospectus/consent solicitation and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus/consent solicitation and in our Annual Report on Form 10-K filed with the SEC on April 12, 2023. If one or more of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus/consent solicitation may adversely affect DHAC, VSee, iDoc or, following the consummation of the Business Combination, the Combined Company.

 

14

 

VSEE’S SOLICITATION OF WRITTEN CONSENTS

VSee Consent Solicitation

The VSee board of directors is providing these consent solicitation materials to those VSee Stockholders who are being requested to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby (“VSee Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/​consent solicitation.

VSee Stockholders Entitled to Consent

Only VSee Stockholders of record as of the close of business on [•], 2024, the VSee record date, will be entitled to execute and deliver a written consent. As of the close of the VSee record date, there were [•] shares of VSee Class A Common Stock, [•] shares of VSee Series A Preferred Stock, and [•] shares of VSee Series A-1 Preferred Stock, in each case, outstanding and entitled to execute and deliver written consents with respect to the VSee Business Combination Proposal, and there were no shares of VSee Class B Common Stock issued and outstanding. Each holder of VSee Class A Common Stock is entitled to one vote for each share of VSee Class A Common Stock held as of the VSee record date; each holder of VSee Preferred Stock is entitled to the number of votes equal to the number of shares of VSee Common Stock into which the shares of VSee Preferred Stock held by such holder could be converted as of the VSee record date.

Submission of VSee Written Consents

A VSee Stockholder may consent to the proposals with respect to such VSee Stockholder’s shares by completing and signing the written consent furnished with this proxy statement/prospectus/consent solicitation and returning it to VSee on or before [•], 2024, the date the VSee board has set as the targeted final date for receipt of written consents. VSee reserves the right to extend the final date for receipt of written consents beyond [•], 2024 in the event that consents approving the VSee Business Combination Proposal have not been obtained by that date from holders of a sufficient number of VSee Stockholders to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

If a VSee Stockholder holds shares of VSee Class A Common Stock or VSee Preferred Stock as of the VSee record date and such VSee Stockholder wishes to give his/her/its written consent, such VSee Stockholder must fill out the enclosed written consent, date and sign it, and promptly return it to VSee. Once a VSee Stockholder have completed, dated and signed the written consent, such VSee Stockholder may deliver it to VSee by email to milton@vsee.com or by mail to VSee Lab Inc., 3188 Kimlee Drive, San Jose CA 95132, Attention: Milton Chen.

Executing VSee Written Consents; Revocation of VSee Written Consents

A VSee Stockholder may execute a written consent to approve the VSee Business Combination Proposal (which is equivalent to a vote for the proposal). If a VSee Stockholder does not return a written consent, it will have the same effect as a vote against the VSee Business Combination Proposal. If a VSee Stockholder is a VSee Stockholder as of the VSee record date and such VSee Stockholder returns a signed written consent without indicating such VSee Stockholder’s decision on a proposal, such VSee Stockholder will have given his/her/its consent to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby.

A VSee Stockholder’s consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt the VSee Business Combination Proposal have been filed with VSee’s corporate secretary. If a VSee Stockholder wishes to change or revoke a previously given consent before that time, such VSee Stockholder may do so by delivering a notice of revocation to the Secretary of VSee or by delivering a new written consent with a later date.

 

15

 

VSee Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by VSee. Officers and employees of VSee may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

Recommendation of the VSee Board

THE VSEE BOARD RECOMMENDS THAT THE VSEE STOCKHOLDERS APPROVE THE BUSINESS COMBINATION AND ADOPT AND APPROVE THE BUSINESS COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS PROXY STATEMENT/​PROSPECTUS/CONSENT SOLICITATION. The VSee Board believes the merger consideration to VSee stockholders is fair, advisable and in the best interests of VSee and its stockholders. The management of VSee and the VSee board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Business Combination could provide the Combined Company with increased opportunity for profitable expansion of its business, which in turn should benefit VSee stockholders who become stockholders of the Combined Company.

Transaction Support Agreement

Simultaneously with the execution of the Business Combination Agreement, VSee, iDoc, DHAC, certain iDoc Stockholders and certain VSee Stockholders entered into a third amended and restated transaction support agreement (the “Transaction Support Agreement”), pursuant to which, in the aggregate, approximately 68.9% (on an as-converted basis, or 64.2% including shares issuable in connection with the TAD Exchange) of the voting power of the VSee Stockholders agreed, among other things, to vote all of the shares of VSee capital stock beneficially owned by them in favor of the Business Combination Agreement and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions and approve other matters submitted to VSee Stockholders for their approval.

Rights of VSee Stockholders Who Seek Appraisal

If the Business Combination is adopted by the VSee stockholders, VSee stockholders who do not vote in favor of the adoption of the Business Combination Agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Section 262 of the DGCL. This means that holders of VSee Stock who follow the prescribed procedures provided in Section 262 are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of VSee Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Business Combination, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. VSee stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares.

To exercise appraisal rights, a VSee stockholder must submit a written demand for appraisal to VSee before the vote is taken on the adoption of the Business Combination Agreement (and not withdraw such demand), such VSee stockholder must not consent or otherwise vote in favor of the proposal to approve the Business Combination Agreement and such VSee stockholder must continue to hold the shares of VSee Stock of record through the effective time of the Business Combination. A VSee stockholder’s failure to follow the procedures specified under the DGCL will result in the loss of such VSee stockholder’s appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement/ prospectus/consent solicitation, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex E to this proxy statement/prospectus/consent solicitation. If a VSee stockholder hold shares of VSee Stock through a broker, bank or other nominee and such VSee stockholder wishes to exercise appraisal rights, such VSee stockholder should consult with his/her/its broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

 

16

 

iDOC’S SOLICITATION OF WRITTEN CONSENTS

iDoc Consent Solicitation

The iDoc board of directors is providing these consent solicitation materials to those iDoc Stockholders who are being requested to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby (“iDoc Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/​consent solicitation.

iDoc Stockholders Entitled to Consent

Only iDoc stockholders of record as of the close of business on [•], 2024, the iDoc record date, will be entitled to execute and deliver a written consent. As of the close of the iDoc record date, there were 4,978 shares of iDoc Class A Common Stock outstanding and entitled to execute and deliver written consents with respect to the iDoc Business Combination Proposal, and no shares of iDoc Class B Common Stock outstanding. Each holder of iDoc Class A Common Stock is entitled to one vote for each share of iDoc Class A Common Stock held as of the iDoc record date.

Submission of iDoc Written Consents

An iDoc Stockholder may consent to the proposals with respect to such iDoc Stockholder’s shares by completing and signing the written consent furnished with this proxy statement/prospectus/consent solicitation and returning it to iDoc on or before [•], 2024, the date the iDoc board has set as the targeted final date for receipt of written consents. iDoc reserves the right to extend the final date for receipt of written consents beyond [•], 2024 in the event that consents approving the iDoc Business Combination Proposal have not been obtained by that date from holders of a sufficient number of shares of iDoc Class A Common Stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

If a iDoc Stockholder holds shares of iDoc Class A Common Stock as of the iDoc record date and such iDoc Stockholder wishes to give his/her/its written consent, such iDoc Stockholder must fill out the enclosed written consent, date and sign it, and promptly return it to iDoc. Once a iDoc Stockholder have completed, dated and signed the written consent, such iDoc Stockholder may deliver it to iDoc by email to iaisiku@idocvms.com or by mail to 2311 W. Main St., Houston, TX 77098, Attention: Imoigele P. Aisiku.

Executing iDoc Written Consents; Revocation of iDoc Written Consents

A iDoc Stockholder may execute a written consent to approve the iDoc Business Combination Proposal (which is equivalent to a vote for the proposal). If a iDoc Stockholder does not return a written consent, it will have the same effect as a vote against the iDoc Business Combination Proposal. If an iDoc Stockholder is a iDoc Stockholder as of the iDoc record date and such iDoc Stockholder returns a signed written consent without indicating such iDoc Stockholder’s decision on a proposal, such iDoc Stockholder will have given his/her/its consent to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby.

A iDoc Stockholder’s consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt the iDoc Business Combination Proposal have been filed with iDoc’s corporate secretary. If a iDoc Stockholder wishes to change or revoke a previously given consent before that time, such iDoc Stockholder may do so by delivering a notice of revocation to the Secretary of iDoc or by delivering a new written consent with a later date.

Solicitation of iDoc Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by iDoc. Officers and employees of iDoc may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

 

17

 

Recommendation of the iDoc Board

THE iDOC BOARD RECOMMENDS THAT THE iDOC STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE BUSINESS COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. The iDoc Board believes the merger consideration to iDoc stockholders is fair, advisable and in the best interests of iDoc and its stockholders. The management of iDoc and the iDoc board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Merger could provide DHAC with increased opportunity for profitable expansion of its business, which in turn should benefit iDoc stockholders who become stockholders of DHAC.

iDoc Stockholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, VSee, iDoc, DHAC, certain iDoc Stockholders and certain VSee Stockholders entered into a third amended and restated transaction support agreement (the “Transaction Support Agreement”), pursuant to which approximately 85.1% (on an as-converted basis) of the voting power of the iDoc Stockholders agreed, among other things, to vote all of the shares of iDoc capital stock beneficially owned by them in favor of the Business Combination Agreement and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions and approve other matters submitted to iDoc Stockholders for their approval.

Rights of iDoc Stockholders Who Seek Appraisal

If the Business Combination is adopted by the iDoc stockholders, iDoc stockholders who do not vote in favor of the adoption of the Business Combination Agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Subchapter H, Title 1, Chapter 10 of the TBOC (“Chapter 10”). This means that holders of iDoc Stock who follow the prescribed procedures provided in Chapter 10 are entitled to have their shares appraised by the Texas Court and to receive payment in cash of the “fair value” of the shares of iDoc Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Business Combination, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Chapter 10 of the TBOC could be more than, the same as or less than the value of the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to iDoc before the vote is taken on the adoption of the Business Combination Agreement (and not withdraw such demand), you must not consent or otherwise vote in favor of the proposal to approve the Business Combination Agreement and you must continue to hold the shares of iDoc Stock of record through the effective time of the Business Combination. Your failure to follow the procedures specified under the TBOC will result in the loss of your appraisal rights. The TBOC requirements for exercising appraisal rights are described in further detail in this proxy statement/ prospectus/consent solicitation, and the relevant section of the TBOC regarding appraisal rights is reproduced and attached as Annex F to this proxy statement/prospectus/​consent solicitation. If you hold your shares of iDoc Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

29

 

30

 

31

 

32

 

33

 

34

 

​

​

​

No Redemptions

​

​

% Outstanding

​

​

50% Redemption

​

​

% Outstanding

​

​

Maximum Redemption

​

​

% Outstanding

​

Sponsor(1)(2)(4)

​

​

​

​

2,665,250

​

​

​

​

​

16.8%

​

​

​

​

​

2,665,250

​

​

​

​

​

16.9%

​

​

​

​

​

2,665,250

​

​

​

​

​

16.9%

​

​

Sponsor Affiliates(2)(3)

​

​

​

​

936,300

​

​

​

​

​

5.9%

​

​

​

​

​

936,300

​

​

​

​

​

5.9%

​

​

​

​

​

936,300

​

​

​

​

​

5.9%

​

​

Current Management, Board and Advisors

​

​

​

​

301,750

​

​

​

​

​

1.9%

​

​

​

​

​

301,750

​

​

​

​

​

1.9%

​

​

​

​

​

301,750

​

​

​

​

​

1.9%

​

​

Public Shareholders whose shares are subject to redemption(6)

​

​

​

​

114,966

​

​

​

​

​

0.7%

​

​

​

​

​

57,483

​

​

​

​

​

0.4%

​

​

​

​

​

0

​

​

​

​

​

0.0%

​

​

VSee

​

​

​

​

5,191,142

​

​

​

​

​

32.7%

​

​

​

​

​

5,191,142

​

​

​

​

​

32.8%

​

​

​

​

​

5,191,142

​

​

​

​

​

32.9%

​

​

iDoc

​

​

​

​

4,950,000

​

​

​

​

​

31.2%

​

​

​

​

​

4,950,000

​

​

​

​

​

31.3%

​

​

​

​

​

4,950,000

​

​

​

​

​

31.4%

​

​

AGP(5)

​

​

​

​

437,000

​

​

​

​

​

2.8%

​

​

​

​

​

437,000

​

​

​

​

​

2.8%

​

​

​

​

​

437,000

​

​

​

​

​

2.8%

​

​

Bridge Investor(4)(5)(7)​

​

​

​

​

950,375

​

​

​

​

​

6.0%

​

​

​

​

​

950,375

​

​

​

​

​

6.0%

​

​

​

​

​

950,375

​

​

​

​

​

6.0%

​

​

Quantum Investor(3)(4)

​

​

​

​

300,000

​

​

​

​

​

1.9%

​

​

​

​

​

300,000

​

​

​

​

​

1.9%

​

​

​

​

​

300,000

​

​

​

​

​

1.9%

​

​

Other Stockholders(8)​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

Pro forma common stock at December 31, 2022

​

​

​

​

15,873,783

​

​

​

​

​

100%

​

​

​

​

​

15,816,300

​

​

​

​

​

100.0%

​

​

​

​

​

15,758,817

​

​

​

​

​

100.0%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bridge Investor Warrants

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

Public Warrants

​

​

​

​

11,500,000

​

​

​

​

​

39.1%

​

​

​

​

​

11,500,000

​

​

​

​

​

39.1%

​

​

​

​

​

11,500,000

​

​

​

​

​

39.2%

​

​

Private Warrants

​

​

​

​

557,000

​

​

​

​

​

1.9%

​

​

​

​

​

557,000

​

​

​

​

​

1.9%

​

​

​

​

​

557,000

​

​

​

​

​

1.9%

​

​

Other Stockholder Warrants

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

Stock options to be issued at effective time under stock option plan to be adopted at effective time(9)

​

​

​

​

1,308,858

​

​

​

​

​

4.4%

​

​

​

​

​

1,308,858

​

​

​

​

​

4.5%

​

​

​

​

​

1,308,858

​

​

​

​

​

4.5%

​

​

35

 

​

​

​

No Redemptions

​

​

% Outstanding

​

​

50% Redemption

​

​

% Outstanding

​

​

Maximum Redemption

​

​

% Outstanding

​

Sponsor(1)(2)(4)

​

​

​

​

2,700,250

​

​

​

​

​

15.8%

​

​

​

​

​

2,700,250

​

​

​

​

​

15.9%

​

​

​

​

​

2,700,250

​

​

​

​

​

15.9%

​

​

Sponsor Affiliates(2)(3)

​

​

​

​

1,080,100

​

​

​

​

​

6.3%

​

​

​

​

​

1,080,100

​

​

​

​

​

6.4%

​

​

​

​

​

1,080,100

​

​

​

​

​

6.4%

​

​

Current Management, Board and Advisors

​

​

​

​

301,750

​

​

​

​

​

1.8%

​

​

​

​

​

301,750

​

​

​

​

​

1.8%

​

​

​

​

​

301,750

​

​

​

​

​

1.8%

​

​

Public Shareholders whose shares are subject to redemption(6)

​

​

​

​

114,966

​

​

​

​

​

0.7%

​

​

​

​

​

57,483

​

​

​

​

​

0.3%

​

​

​

​

​

0

​

​

​

​

​

0.0%

​

​

VSee

​

​

​

​

5,191,142

​

​

​

​

​

30.4%

​

​

​

​

​

5,191,142

​

​

​

​

​

30.5%

​

​

​

​

​

5,191,142

​

​

​

​

​

30.6%

​

​

iDoc

​

​

​

​

4,950,000

​

​

​

​

​

29.0%

​

​

​

​

​

4,950,000

​

​

​

​

​

29.1%

​

​

​

​

​

4,950,000

​

​

​

​

​

29.2%

​

​

AGP(5)

​

​

​

​

874,000

​

​

​

​

​

5.1%

​

​

​

​

​

874,000

​

​

​

​

​

5.1%

​

​

​

​

​

874,000

​

​

​

​

​

5.2%

​

​

Bridge Investor(4)(5)(7)​

​

​

​

​

1,220,749

​

​

​

​

​

7.2%

​

​

​

​

​

1,220,749

​

​

​

​

​

7.2%

​

​

​

​

​

1,220,749

​

​

​

​

​

7.2%

​

​

Quantum Investor(3)(4)

​

​

​

​

600,000

​

​

​

​

​

3.5%

​

​

​

​

​

600,000

​

​

​

​

​

3.5%

​

​

​

​

​

600,000

​

​

​

​

​

3.5%

​

​

Other Stockholders(8)​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

​

​

​

27,000

​

​

​

​

​

0.2%

​

​

Pro forma common stock at December 31, 2022

​

​

​

​

17,059,957

​

​

​

​

​

100.00%

​

​

​

​

​

17,002,474

​

​

​

​

​

100.0%

​

​

​

​

​

16,944,991

​

​

​

​

​

100.0%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bridge Investor Warrants

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

​

​

​

173,913

​

​

​

​

​

0.6%

​

​

Public Warrants

​

​

​

​

11,500,000

​

​

​

​

​

37.6%

​

​

​

​

​

11,500,000

​

​

​

​

​

37.6%

​

​

​

​

​

11,500,000

​

​

​

​

​

37.7%

​

​

Private Warrants

​

​

​

​

557,000

​

​

​

​

​

1.8%

​

​

​

​

​

557,000

​

​

​

​

​

1.8%

​

​

​

​

​

557,000

​

​

​

​

​

1.8%

​

​

Other Stockholder Warrants

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

Stock options to be issued at effective time under stock option plan to be adopted at effective time(9)

​

​

​

​

1,308,858

​

​

​

​

​

4.3%

​

​

​

​

​

1,308,858

​

​

​

​

​

4.3%

​

​

​

​

​

1,308,858

​

​

​

​

​

4.3%

​

​

36

 

​

​

​

No Redemptions

​

​

% Outstanding

​

​

50% Redemption

​

​

% Outstanding

​

​

Maximum Redemption

​

​

% Outstanding

​

Sponsor(1)(2)(4)

​

​

​

​

2,805,250

​

​

​

​

​

13.6%

​

​

​

​

​

2,805,250

​

​

​

​

​

13.6%

​

​

​

​

​

2,805,250

​

​

​

​

​

13.7%

​

​

Sponsor Affiliates(2)(3)

​

​

​

​

1,511,500

​

​

​

​

​

7.3%

​

​

​

​

​

1,511,500

​

​

​

​

​

7.4%

​

​

​

​

​

1,511,500

​

​

​

​

​

7.4%

​

​

Current Management, Board and Advisors

​

​

​

​

301,750

​

​

​

​

​

1.5%

​

​

​

​

​

301,750

​

​

​

​

​

1.5%

​

​

​

​

​

301,750

​

​

​

​

​

1.5%

​

​

Public Shareholders whose shares are subject to redemption(6)

​

​

​

​

114,966

​

​

​

​

​

0.6%

​

​

​

​

​

57,483

​

​

​

​

​

0.3%

​

​

​

​

​

0

​

​

​

​

​

0.0%

​

​

VSee

​

​

​

​

5,191,142

​

​

​

​

​

25.2%

​

​

​

​

​

5,191,142

​

​

​

​

​

25.2%

​

​

​

​

​

5,191,142

​

​

​

​

​

25.3%

​

​

iDoc

​

​

​

​

4,950,000

​

​

​

​

​

24.0%

​

​

​

​

​

4,950,000

​

​

​

​

​

24.1%

​

​

​

​

​

4,950,000

​

​

​

​

​

24.1%

​

​

AGP(5)

​

​

​

​

2,185,000

​

​

​

​

​

10.6%

​

​

​

​

​

2,185,000

​

​

​

​

​

10.6%

​

​

​

​

​

2,185,000

​

​

​

​

​

10.7%

​

​

Bridge Investor(4)(5)(7)​

​

​

​

​

2,031,872

​

​

​

​

​

9.9%

​

​

​

​

​

2,031,872

​

​

​

​

​

9.9%

​

​

​

​

​

2,031,872

​

​

​

​

​

9.9%

​

​

Quantum Investor(3)(4)

​

​

​

​

1,500,000

​

​

​

​

​

7.3%

​

​

​

​

​

1,500,000

​

​

​

​

​

7.3%

​

​

​

​

​

1,500,000

​

​

​

​

​

7.3%

​

​

Other Stockholders(8)​

​

​

​

​

27,000

​

​

​

​

​

0.1%

​

​

​

​

​

27,000

​

​

​

​

​

0.1%

​

​

​

​

​

27,000

​

​

​

​

​

0.1%

​

​

Pro forma common stock at December 31, 2022

​

​

​

​

20,618,480

​

​

​

​

​

100.00%

​

​

​

​

​

20,560,997

​

​

​

​

​

100.0%

​

​

​

​

​

20,503,514

​

​

​

​

​

100.0%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bridge Investor Warrants

​

​

​

​

173,913

​

​

​

​

​

0.5%

​

​

​

​

​

173,913

​

​

​

​

​

0.5%

​

​

​

​

​

173,913

​

​

​

​

​

0.5%

​

​

Public Warrants

​

​

​

​

11,500,000

​

​

​

​

​

33.6%

​

​

​

​

​

11,500,000

​

​

​

​

​

33.7%

​

​

​

​

​

11,500,000

​

​

​

​

​

33.8%

​

​

Private Warrants

​

​

​

​

557,000

​

​

​

​

​

1.6%

​

​

​

​

​

557,000

​

​

​

​

​

1.6%

​

​

​

​

​

557,000

​

​

​

​

​

1.6%

​

​

Other Stockholder Warrants

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

​

​

​

26,086

​

​

​

​

​

0.1%

​

​

Stock options to be issued at effective time under stock option plan to be adopted at effective time(9)

​

​

​

​

1,308,858

​

​

​

​

​

3.8%

​

​

​

​

​

1,308,858

​

​

​

​

​

3.8%

​

​

​

​

​

1,308,858

​

​

​

​

​

3.8%

​

​

​

37

 

​

38

 

​

39

 

​

​

​

Pro Forma Combined

​

​

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Nine Months Ended September 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

$

(6,075,327)

​

​

​

​

​

(6,075,327)

​

​

Basic and diluted net income (loss) per share . . . . . . . . . . . . . . . . .

​

​

​

$

(0.42)

​

​

​

​

$

(0.43)

​

​

Weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

14,360,908

​

​

​

​

​

14,360,908

​

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Year Ended December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

$

(9,257,797)

​

​

​

​

​

(9,257,797)

​

​

Basic and diluted net income (loss) per share . . . . . . . . . . . . . . . . .

​

​

​

$

(0.64)

​

​

​

​

​

(0.65)

​

​

Weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

14,360,908

​

​

​

​

​

14,360,908

​

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of September 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

​

61,984,466

​

​

​

​

​

60,635,409

​

​

Total liabilities

​

​

​

​

18,181,860

​

​

​

​

​

18,181,860

​

​

Total stockholders equity

​

​

​

​

43,802,605

​

​

​

​

​

42,453,548

​

​

​

40

 

Initial Stockholder

​

​

Founder Shares

​

​

Purchase Price

​

Digital Health Sponsor LLC(1)(2)(3)

​

​

​

​

2,073,250

​

​

​

​

$

18,028.26

​

​

Scott Wolf

​

​

​

​

175,000

​

​

​

​

$

1,521.74

​

​

Daniel Sullivan

​

​

​

​

75,000

​

​

​

​

$

652.17

​

​

SCS Capital Partners, LLC(2)

​

​

​

​

500,000

​

​

​

​

$

4,347.83

​

​

Brent Willis

​

​

​

​

8,625

​

​

​

​

$

75.00

​

​

Frank Ciufo

​

​

​

​

8,625

​

​

​

​

$

75.00

​

​

George McNellage

​

​

​

​

8,625

​

​

​

​

$

75.00

​

​

Scott Metzger

​

​

​

​

8,625

​

​

​

​

$

75.00

​

​

Andrew Singer

​

​

​

​

5,750

​

​

​

​

$

50.00

​

​

Lane Ostrow

​

​

​

​

5,750

​

​

​

​

$

50.00

​

​

Basil Harris

​

​

​

​

5,750

​

​

​

​

$

50.00

​

​

​

41

 

​

42

 

43

 

​

44

 

​

45

 

46

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following are answers to some questions that stockholders of DHAC, VSee or iDoc, may have regarding the Business Combination. We urge you to read carefully the remainder of this proxy statement/​prospectus/consent solicitation because the information in this section does not provide all the information that might be important to you with respect to the Business Combination. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus/​consent solicitation.

Q:

What will happen in the Business Combination?

​

A:

At the closing of the Business Combination, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC, the cash held in the Trust Account after giving effect to any redemption of shares by DHAC’s Public Stockholders and the payment of taxes and the proceeds from the Bridge Financing will be used for working capital and general corporate purposes. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation as Annex A.

​

Q:

What is the business of each of VSee and iDoc?

​

A:

VSee is a telehealth software platform. VSee’s telemedicine solution, offering a fast, secure text + video collaboration app HIPAA messenger, fully customizable virtual waiting rooms and clinics, is a complete telehealth platform that fits into any workflow. The VSee proprietary technology platform and modular software solution enables users to plug and play telehealth services with end-to-end encrypted video streaming integrated with patient metrics, electronic medical records and other sensitive data, with multiple other interactive functionalities.

​

iDoc Telehealth Solutions is a high acuity patient care solution providing elite physician services in the Intensive care units of our major hospital systems and other customers. iDoc’s core service delivers neuro critical care through a proprietary technology platform. iDoc also serves a diverse range of customers from large hospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system and others. iDoc connects critically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific e-consultations and helps to improve outcomes for patients as well as improved productivity and reduced costs for providers.

Q:

Following the Business Combination, will DHAC securities continue to trade on a stock exchange?

​

A:

Yes. The Combined Company intends to apply to continue the listing of our Common Stock and Warrants on Nasdaq under the symbols “VSEE,” and “VSEEW,” respectively, upon the Closing.

​

Q:

How has the announcement of the Business Combination affected the trading price of our Common Stock, Public Warrants and public Units?

​

A:

On August 10, 2022, the trading date immediately prior to the first public announcement of the Business Combination, Common Stock, Public Warrants, and public Units closed at $10.07, $0.0501, and $10.12, respectively. On [•], 2024, the trading date immediately prior to the date of this proxy statement/prospectus/consent solicitation, our Common Stock, Public Warrants, and public Units closed at $[•], $[•], and $[•], respectively.

​

Q:

How will the Business Combination impact the capital stock of the Combined Company outstanding after the Business Combination?

​

​

A:

After the Business Combination and the consummation of the transactions contemplated thereby, the amount of Common Stock outstanding will increase by approximately 281% to approximately 13.7 million shares of Common Stock (assuming that no additional shares of Common Stock are redeemed). Additional shares of Common Stock may be issuable after the Business Combination as a result of the issuance of additional shares that are not currently outstanding, including the issuance

​

 

47

 

of shares of Common Stock in connection with the Equity Financing and upon exercise or conversion of the Series A Shares, the Convertible Notes, the Assumed Notes, the Bridge Warrants, the public and private Warrants, the Extension Warrants and shares of Common Stock issuable upon exercise or settlement of options. The issuance and sale of such shares in the public market could adversely impact the market price of our Common Stock, even if the Combined Company’s business is doing well.

Q:

Did DHAC’s Board of Directors obtain an updated third-party fairness opinion in determining whether or not to enter into the Second Amended and Restated Business Combination Agreement or the Business Combination Agreement?

​

A:

No. On August 8, 2022, at a meeting of our Board held to evaluate the Business Combination, Cassel Salpeter & Co., LLC (“Cassel Salpeter”) delivered an oral opinion, subsequently confirmed by delivery of a written opinion to our Board, to the effect that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the aggregate merger consideration to be issued and paid by DHAC in the Business Combination pursuant to the First Amended and Restated Business Combination Agreement was fair, from a financial point of view, to DHAC. The opinion was addressed to the DHAC Board for the use and benefit of the members of the DHAC Board (in their capacities as such) in connection with the DHAC Board’s evaluation of the Business Combination. Cassel Salpeter’s opinion was just one of the several factors the DHAC Board took into account in making its determination to approve the Business Combination, including those described elsewhere in this proxy statement/prospectus. The opinion did not address whether the shares to be issued by DHAC in the Business Combination in the aggregate pursuant to the First Amended and Restated Business Combination Agreement was fair, from a financial point of view, to the unaffiliated stockholders of DHAC. For additional information, please see the section entitled “Proposal 1 — The Business Combination Proposal — Opinion of Cassel Salpeter.

​

The DHAC Board determined to seek this opinion in order to obtain a view from a third party with experience in de-SPAC transactions regarding the fairness, from a financial point of view, to DHAC of the consideration paid by DHAC pursuant to the Business Combination Agreement. The opinion did not address whether the DHAC Shares to be issued in the Business Combination in the aggregate pursuant to the Business Combination Agreement was fair, from a financial point of view, to the unaffiliated stockholders of DHAC.

In June, 2022, VSee and iDoc management created limited financial projections regarding revenues of VSee and iDoc, on a combined basis; revenues were projected at $22.0 million and $39.0 million for each of the years ending December 31, 2022 and 2023, respectively. Such information was provided to DHAC which DHAC provided to Cassel Salpeter in connection with its fairness opinion described in this proxy statement/prospectus under “— Opinion of Cassel Salpeter & Co., LLC”. VSee and iDoc management estimated such projected revenues based on their judgment and assumptions, including the assumption that DHAC, VSee and iDoc would complete the Business Combination and become a publicly-traded combined company in fiscal year 2022. The assumptions upon which the revenue estimates were initially based were, in each of VSee’s and iDoc’s management’s opinion, reasonable in light of the facts and circumstances known to each of VSee’s and iDoc’s management as of the date such estimates were created.

Subsequent to the date such fairness opinion was rendered, the terms and conditions of the Business Combination Agreement and the financing arrangements for the Company were materially changed. In addition, each of VSee and iDoc management reevaluated the combined company’s projected operating revenues; revenues were revised and now projected at $17.15 million and $35.0 million for each of the years ending December 31, 2022 and 2023, respectively. VSee and iDoc management prepared such revised projected revenues based on their judgment and assumptions. In December 2023, VSee and iDoc management reevaluated the combined company’s projected operating revenues; revenues were revised and now projected at $12.5 million for each of the year ending December 31, 2023. VSee and iDoc management prepared such revised projected revenues based on their judgment and assumptions. The revised estimates are based on the assumption that DHAC, VSee and iDoc will now complete the Business Combination and become a publicly-traded combined company by February 2024.

 

48

 

The initial 2023 revenue projection of $35 million for VSee and iDoc assumed a higher prior year annual baseline revenue from servicing our core customers, incremental revenue growth from new business opportunities through a signed third-party commercial agreement, and from newly signed contracts or potential contract opportunities with a high probability of closing during the year through VSee and iDoc’s internal sales channels. During the fourth quarter of 2023, VSee and iDoc’s management revised its 2023 revenue projections downward from $35 million to $12.5 million. The revised forecast was developed based on the reported revenue for the nine months ended September 30, 2023, and the quarterly run rate revenue for the fourth quarter based on the revenue generated in October 2023 and November 2023 and the assumption that VSee and iDoc’s service levels will remain relatively constant in December 2023. The following significant differences led to the reduction in VSee and iDoc’s 2023 revenue projections:

​

•

$8 million of projected revenue through VSee and iDoc’s third-party commercial agreement did not materialize during the year and was not reflected in the revised forecast. The projected revenue was from four negotiated contracts, and terms were initially reached. The third-party commercial supplier changed the contracting process, redirected it to a system-level review, and introduced another entity into the contracting process, which led to a much longer new vendor contracting process. Pending review at the system level, the contracts were not completed during 2023, and the revenue was excluded from the revised forecast.

​

​

•

$3 million from two major joint projects between iDoc and VSee were not closed during the year and are excluded from the revised forecast. The projects are temporarily halted as the hospital re-evaluated its budget due to economic factors in 2023.

​

​

•

Approximately $6 million of higher incremental revenue through VSee and iDoc’s internal sales channels, including contracts with new hospitals and Long-Term Acute Care Services, other high probability opportunities, and higher prison volume, did not materialize and are not reflected in the revised forecast. New contracts were awarded at the beginning of 2023 with our largest Long-Term Acute Care Hospital system, which changed ownership during the year. Due to the ownership change, our two current hospital clients remained, and the two new hospital clients had another pre-existing vendor and did not procure our services. In addition, our initial revenue projection was based on securing an awarded government contract. The government's selection date was unexpectedly delayed to 2024, impacting our revenue in 2023. Prison service volumes were lower than initially projected, and some service start dates were delayed during the year, resulting in lower revenue projections in the revised forecast.

​

​

•

There was approximately $5 million of higher baseline revenue in the initial forecast. VSee and iDoc’s 2023 baseline revenue with existing clients was impacted during the year due to an ownership change with our largest Long-Term Acute Care Hospital system. During the change of ownership process, there was a cumulative loss of patient volume at the two existing hospitals of almost 70%, and it took nearly nine months to resolve the transition process before we could return to our baseline patient volume. VSee and iDoc’s 2023 baseline revenue was also impacted by decreased revenue from lower reoccurring subscription revenue from existing clients, primarily driven by lower usage from a significant customer and service termination from various small clients.

​

The assumptions upon which the revised estimates are based are, in each of VSee’s and iDoc’s management’s opinion, reasonable in light of the facts and circumstances known to VSee and iDoc management as of the date such estimates were created.

The revised projected financial information and terms of the Second Amended and Restated Business Combination Agreement and the Business Combination Agreement were prepared after the date of Cassel Salpeter’s opinion, and DHAC’s board of directors did not seek an updated opinion from Cassel Salpeter. DHAC’s Board does not consider the change in the projections to be material enough to alter its belief that the transaction is fair to DHAC’s stockholders and in fact believes the altered terms of the Second Amended and Restated Business Combination Agreement and the current Business Combination Agreement and related financing transactions provides a substantially improved balance sheet for the combined company on a go-forward basis which may offset in part any projected reduction in revenues. The Board considered the shift of the consideration payable to VSee and iDoc stockholders from promissory notes to DHAC common stock to be a significant positive factor in reaching the determination that the altered terms of the Business Combination were favorable to DHAC on a

 

49

 

combined basis. The DHAC Board determined that the Second Amended Business Combination Agreement and the current Business Combination Agreement made the Business Combination more favorable to DHAC by having each VSee, iDoc and their principals participating 100% in the market risk and valuation of the DHAC Common Stock post Closing as opposed to 20% of the consideration being in cash or cash equivalents with zero market risk.

Weighing the cost and time involved in obtaining a revised opinion in light of this conclusion, DHAC’s board of directors did not seek an updated opinion from Cassel Salpeter. In light of the revised terms of the Second Amended and Restated Business Combination Agreement and the Business Combination Agreement and despite the revised projections that occurred since the date that the fairness opinion was rendered, DHAC’s Board feels it is appropriate for the DHAC Board to continue to be able to rely on the fairness opinion from Cassel Salpeter speaking as of the date that fairness opinion was rendered.

Q:

Will the management and board of directors of DHAC change in the Business Combination?

​

A:

We anticipate that some of the directors and executive officers of DHAC will remain with the post-combination company. Upon completion of the Business Combination, Milton Chen and Imoigele Aisiku will become the Co-Chief Executive Officers of the Combined Company. Jerry Leonard will become the Chief Financial Officer and Secretary of the Combined Company. George McNellage will become the Chief Operating Officer and the Director of Sales. In addition, the current directors of DHAC, other than Kevin Lowdermilk and Scott Metzger, will resign from our Board. The board of directors of the Combined Company will be comprised of Milton Chen, Imoigele Aisiku, Kevin Lowdermilk, Colin O’Sullivan and Scott Metzger.

​

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by the stockholders of DHAC of the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, and the Nasdaq Bridge Financing Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the sections entitled “Proposal No. 1 — Approval of the Business Combination — The Business Combination Agreement.”

​

Q:

What is the effect of the Business Combination on VSee Stock?

​

A:

Treatment of VSee Preferred Stock

​

Immediately prior to the Effective Time and as a condition to the Closing, all of the outstanding shares of VSee Preferred Stock will be converted into shares of VSee Class A Common Stock in accordance with the conversion terms applicable to each series of VSee Preferred Stock as set forth in the VSee Charter. Such conversion is referred to as the VSee Preferred Stock Conversion.

Treatment of VSee Common Stock

At the Effective Time, each share of VSee Common Stock issued and outstanding as of immediately prior to the Effective Time (including shares of VSee Common Stock issued pursuant to the VSee Preferred Stock Conversion and the TAD Exchange but excluding shares of Common Stock held by VSee Stockholders properly exercising dissenters rights under Delaware law) shall be automatically canceled and extinguished and converted into the right to receive the applicable VSee Per Share Consideration (as defined and described below).

Treatment of VSee Options

On or prior to the Effective Time, all VSee Options and any other awards under the VSee Equity Plan outstanding immediately prior to the Effective Time (whether a vested or unvested) shall be terminated and shall cease to represent the right to purchase VSee Common Stock.

 

50

 

Q:

What is the consideration being paid to VSee Stockholders?

​

​

A:

The aggregate merger consideration that the holders of VSee Class A Common Stock (including the holders of VSee Preferred Stock as converted and holders of VSee Class A Common Stock in connection with the TAD Exchange) as of the Effective Time are entitled to receive in the Business Combination, referred to as the “VSee Class A Consideration,” is an amount equal to (1) $60,500,000, minus (2) an amount equal to the Effective Time Option Grants multiplied by $10, minus (3) the aggregate amount of VSee’s transaction expenses. “Effective Time Option Grants” refers to the stock options with an exercise price of $10 per share pursuant to the VSee Incentive Plan to the individuals, in the amounts, and on the terms set forth on Exhibit E to the Business Combination Agreement. 100% of the VSee Closing Consideration will be paid in shares of Company Common Stock in accordance with the terms of the Business Combination Agreement and subject to deductions for the VSee Indemnity Escrow Amount as described below. The “VSee Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the VSee Class A Closing Consideration, divided by (2) the total number of VSee Class A Outstanding Shares, divided by (b) 10. “VSee Class A Outstanding Shares” refers to the total number of shares of VSee Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to VSee Class A Common Stock basis, and including, without limitation or duplication, the number of shares of VSee Class A Common Stock issuable upon conversion of the VSee Preferred Stock and upon closing of the TAD Exchange.

​

Q:

What is the effect of the Business Combination on iDoc Stock?

​

A:

Treatment of iDoc Common Stock

​

At the Effective Time, each share of iDoc Common Stock issued and outstanding as of immediately prior to the Effective Time (excluding shares of Common Stock held by iDoc Stockholders properly exercising dissenters rights under Texas law) shall be automatically canceled and extinguished and converted into the right to receive the applicable iDoc Per Share Consideration as defined and described below).

Q:

What is the consideration being paid to iDoc Stockholders?

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A:

The aggregate merger consideration that the holders of iDoc Class A Common Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “iDoc Class A Closing Consideration,” is an amount equal to (1) $49,500,000, minus (2) the aggregate amount of iDoc’s transaction expenses. The “iDoc Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the iDoc Class A Closing Consideration, divided by (2) the total number of iDoc Class A Outstanding Shares, divided by (b) 10. “iDoc Class A Outstanding Shares” refers to the total number of shares of iDoc Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Class A Common Stock basis.

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Q:

Will any merger consideration be paid to VSee and iDoc stockholders after the closing?

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A:

Any amounts in the VSee Indemnity Escrow Account and the iDoc Indemnity Escrow Account that are not used to satisfy VSee’s and iDoc’s indemnity obligations under the Business Combination Agreement will be released back to the VSee Stockholders and the iDoc Stockholders, respectively. See section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Indemnification and Escrow.”

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Q:

What are the indemnification and escrow obligations of VSee and iDoc in connection with the Business Combination?

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A:

The representations and warranties of VSee and iDoc survive for twelve (12) months following the Closing. VSee and iDoc have each agreed to indemnify and defend DHAC and its respective managers, officers, directors, employees, agents, successors and assigns (the “DHAC Indemnified Parties”) against, and shall hold them harmless from, any and all losses (excluding losses that are consequential, special or punitive in nature) arising out of: (i) any breach or inaccuracy of the representations and warranties of VSee or iDoc, respectively, in the Business Combination Agreement; (ii) any breach or non-fulfillment of any covenant, undertaking, agreement or other obligation of VSee, iDoc or their

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respective subsidiaries, respectively, contained in the Business Combination Agreement at or prior to the Closing; (iii) the fraud, intentional misrepresentation or willful breach of VSee, iDoc or their subsidiaries, respectively, at or prior to the Closing; (iv) pre-closing taxes of VSee and iDoc, respectively; and (v) certain specified matters set forth in the Business Combination Agreement and the schedules thereto.

VSee and iDoc shall not be liable for indemnity claims until the aggregate amount of losses equals or exceeds $75,000 (except with respect to fundamental representations of VSee and iDoc). However, the aggregate liability of VSee or iDoc for indemnification shall not exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. The sole and exclusive source of recovery for indemnity by VSee and iDoc shall be the shares of Common Stock in the VSee Indemnity Escrow Account and the iDoc Indemnity Escrow Account, respectively. Fifty percent (50%) of the shares of Common Stock in each of the VSee Indemnity Escrow Account and the iDoc Indemnity Escrow Account will be released six (6) months after the closing date, and the remaining fifty percent (50%) will be released twelve (12) months after the Closing Date, in each case, in excess of any indemnity claims and in accordance with the terms of the Business Combination Agreement and an escrow agreement to be entered into among the parties and the Escrow Agent. See section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Indemnification and Escrow.”

Q:

What equity stake will current stockholders of DHAC, VSee and iDoc hold in the Combined Company after the closing?

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A:

It is anticipated that, upon completion of the Business Combination, the ownership of the Combined Company will be as follows: