Vsee Health, Inc S-1/A, filed Oct 28, 2021

Vsee Health, Inc. (VSEED)

S-1/A 2021-10-28

View Original

Added on October 20, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Delaware			6770			86-2970927
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒


Title of Each Class of Security being registered	Amount Being Registered(2)		Proposed Maximum Offering Price per Security(1)			Proposed Maximum Aggregate Offering Price (1)(2)			Amount of Registration Fee
Units, each consisting of one share of common stock, $0.0001 par value and one Warrant entitling the holder to purchase one share of common stock(2)		11,500,000		$	10.00		$	115,000,000		$	10,660.50
Shares of common stock, $0.0001 par value, included as part of the units(3)		11,500,000			—			—			—(4)
Warrants included as part of the units(3)		11,500,000			—			—			—(4)
Total							$	115,000,000		$	10,660.50(5)

	Price to Public			Underwriting Discount and Commissions(1)			Proceeds, Before Expenses, to us
Per unit		$	10.00		$	0.17		$	9.83
Total		$	100,000,000		$	1,700,000		$	98,300,000

	Page
SUMMARY		2
RISKS		21
SUMMARY FINANCIAL DATA		22
RISK FACTORS		23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		46
USE OF PROCEEDS		47
DIVIDEND POLICY		50
DILUTION		51
CAPITALIZATION		53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		54
PROPOSED BUSINESS		57
MANAGEMENT		73
PRINCIPAL STOCKHOLDERS		80
RELATED PARTY TRANSACTIONS		83
DESCRIPTION OF SECURITIES		85
SECURITIES ELIGIBLE FOR FUTURE SALE		91
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		93
UNDERWRITING		103
LEGAL MATTERS		111
EXPERTS		111
WHERE YOU CAN FIND ADDITIONAL INFORMATION		111
INDEX TO FINANCIAL STATEMENTS		F-1
INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

	September 30, 2021
	Actual			As Adjusted(1)
Balance Sheet Data:
Working capital (deficiency)		$	(298,790)		$	99,014,820
Total assets		$	324,109		$	102,814,820
Total liabilities		$	304,289		$	3,800,000
Value of shares of common stock subject to redemption		$	—		$	101,500,000
Stockholders’ equity (deficit)		$	19,820		$	(2,485,180)(2)

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From offering		$	100,000,000		$	115,000,000
From sale of private units			5,090,000			5,570,000
Total gross proceeds			105,090,000			120,570,000
Offering expenses(1)
Non-contingent underwriting discount(2)			1,700,000			1,955,000
Issuer Legal fees and expenses			225,000			225,000
AGP Legal fees and expenses			150,000			150,000
Accounting Fees & Expenses			40,000			40,000
SEC/FINRA Expenses			30,297			30,297
Nasdaq Listing and Filing Fees			75,000			75,000
Printing and engraving expenses			35,000			35,000
Miscellaneous			39,703			39,703
Total offering expenses (excluding underwriting discount and commissions)			595,000			595,000
Net proceeds (does not include Deferred Underwriting Discount payable to A.G.P.)(3)			102,795,000			118,020,000
Held in the trust account			101,500,000			116,725,000
% Held in the trust account(4)			101.5%			101.5%
Not held in the trust account(4)			1,295,000			1,295,000
Use of Net Proceeds Not Held in the Trust Account
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of our initial business combination			350,000			27.03%
D&O Insurance			600,000			46.33%
Legal and accounting fees relating to SEC reporting obligations			150,000			11.58%
Payment of administrative fee ($10,000 per month for up to 12 months) subject to deferral as described herein			120,000			9.27%
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves			75,000			5.79%
Total		$	1,295,000			100%

	No Exercise of Over- Allotment Option			Exercise of Over- Allotment Option in Full
Public offering price		$	10.00		$	10.00
Net tangible book value before this offering		$	(0.10)		$	(0.10)
Decrease attributable to public stockholders and private placement		$	(0.73)		$	(0.79)
Pro forma net tangible book value after this offering		$	(0.83)		$	(0.89)
Dilution to public stockholders		$	10.83		$	10.89
Percentage of dilution to public stockholders			108.3%			108.9%

	Shares Purchased				Total Consideration
	Number		Percentage		Amount			Percentage		Average Price Per Share
Common stock(1)		2,500,000		19.22%		$	25,000		0.03%		$	0.010
Private placement shares		509,000		3.91%			5,090,000		4.84%		$	10.00
Public stockholders		10,000,000		76.87%		$	100,000,000		95.13%		$	10.00
		13,009,000		100.00%		$	105,115,000		100.00

	Without Over-Allotment(1)			With Over-Allotment
Numerator:
Net tangible book value before this offering		$	(298,790)		$	(298,790)
Net proceeds from this offering			102,795,000			118,020,000
Plus: Offering costs paid for in advance			318,610			318,610
Less: Deferred underwriting commissions			(3,800,000)			(4,370,000)
Less: Proceeds held in trust subject to redemption			(101,500,000)			(116,725,000)
		$	(2,485,180)		$	(3,055,180)
Denominator:
Shares of common stock outstanding prior to this offering			2,500,000			2,875,000
Shares of common stock and private placement included in the units offered			10,509,000			12,057,000
Less: Shares subject to possible conversion			(10,000,000)			(11,500,000)
			3,009,000			3,432,000

	Actual			As Adjusted(1)
Promissory note – related party		$	199,952		$	—
Deferred underwriting commissions			—			3,800,000
Shares of common stock, $0.0001 par value, none and 10,000,000 shares are subject to redemption(2)			—			101,500,000
Shares of common stock, $0.0001 par value, 10,000,000 shares authorized, 2,875,000 shares issued and outstanding, actual; 3,009,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption)(3), as adjusted			288			301
Additional paid-in capital			24,712			—
Accumulated deficit			(5,180)			(2,485,481)
Total stockholders’ equity (deficit)			19,820			(2,485,180)
Total capitalization		$	219,772		$	102,814,820

				Terms of the Offering			Terms Under a Rule 419 Offering
	Escrow of offering proceeds			$101,500,000 of the net offering proceeds and proceeds from the sale of the private placement units will be deposited into a trust			$85,050,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary

	Terms of the Offering	Terms Under a Rule 419 Offering
	account in the United States, maintained by Continental Stock Transfer & Trust Company, acting as trustee.	institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	The $101,500,000 of the net offering proceeds and proceeds from the sale of the private placement units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the execution of a definitive agreement for our initial business combination.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 52nd day after the date of this prospectus unless A.G.P. informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of a business	The warrants could be exercised prior to the completion of a business combination, but

	Terms of the Offering	Terms Under a Rule 419 Offering
	combination or 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed.	securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our amended and restated certificate of incorporation, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
	The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.

	Terms of the Offering	Terms Under a Rule 419 Offering
Business combination deadline	Pursuant to our amended and restated certificate of incorporation, if we do not complete an initial business combination within 12 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Interest earned on the funds in the trust account	There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time.	All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.
Release of funds	Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Position
Scott Wolf	56	Chief Executive Officer, Corporate Secretary and Chairman
Daniel Sullivan	63	Chief Financial Officer
Brent Willis	61	Director
Frank Ciufo	61	Director
George McNellage	61	Director
Scott Metzger	53	Director

Name of Individual	Name of Affiliated Company	Industry of Affiliated Company	Affiliation
Scott Wolf	Aerin Medical Inc.	Medical device	Founder and Chief Medical Officer
Daniel Sullivan	PCN Enterprises, Inc. HWN, Inc.	Accounting Telecommunications network servicing	President Chief Financial Officer
Brent Willis	New Age Inc.	Health beverage company	Chief Executive Officer
Frank Ciufo	UPLINKMG, LLC	Healthcare supply chain	Owner
George McNellage	Premier Inc.	Healthcare supply chain	VP Sales
Scott Metzger	SEM Pain Consulting	Healthcare services	Founder

	Prior to Offering(6)				After Offering(2)
Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock		Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock
Executive Officers and Directors
Scott Wolf(3)		175,000		6.09%		152,174		1.17%
Daniel Sullivan		75,000		2.61%		65,217		*
Brent Willis		8,625		*		7,500		*
Frank Ciufo		8,625		*		7,500		*
George McNellage		8,625		*		7,500		*
Scott Metzger		8,625		*		7,500		*
All executive officers and directors as a group (6 persons)		284,500		9.90%		247,391		1.90%
Additional 5% Stockholders
Digital Health Sponsor LLC (our sponsor)(4)		2,073,250		72.11%		2,311,826		17.77%
SCS Capital Partners, LLC(5)		500,000		17.39%		434,783		3.34%

Underwriters	Number of Units
A.G.P./Alliance Global Partners		10,000,000
Total		10,000,000

	Payable by Digital Health Acquisition Corp.
	No Exercise			Full Exercise
Per Unit(1)		$	0.17		$	0.17
Total(1)		$	1,700,000.00		$	1,955,000.00

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheets as of September 30, 2021 (unaudited) and June 7, 2021 (audited)		F-3
Statements of Operations for the period from April 1, 2021 (commencement of operations) through September 30, 2021 (unaudited) and for the period from April 1, 2021 (commencement of operations through June 7, 2021 (audited)		F-4
Statements of Changes in Stockholders’ Equity for the period from April 1, 2021 (commencement of operations) through September 30, 2021 (unaudited) and for the period from April 1, 2021 (commencement of operations through June 7, 2021 (audited)		F-5
Statements of Cash Flows for the period from April 1, 2021 (commencement of operations) through September 30, 2021 (unaudited) and for the period from April 1, 2021 (commencement of operations through June 7, 2021 (audited)		F-6
Notes to Financial Statements		F-7

	September 30, 2021			June 7, 2021
	(unaudited)
ASSETS
Current Assets:
Cash		$	5,499		$	77,105
Total Current Assets			5,499			77,105
Deferred offering costs associated with proposed public offering			318,610			136,073
Total Assets		$	324,109		$	213,178
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	104,337		$	43,393
Sponsor note payable			199,952			149,785
Total current liabilities			304,289			193,178
Total Liabilities			304,289			193,178
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000(1) shares issued and outstanding, respectively			288			288
Additional paid in capital			24,712			24,712
Accumulated Deficit			5,180			5,000
Total stockholders’ equity			19,820			20,000
Total liabilities and stockholders’ equity		$	324,109		$	213,178

Formation costs		5,180		5,000
Net loss	$	(5,180)	$	(5,000)
Weighted average common shares outstanding, basic and diluted(1)		2,500,000		2,500,000
Basic and diluted net loss per common share	$	(0.00)	$	(0.00)

	Common Stock(1)					Additional Paid in Capital			Accumulated Deficit			Stockholders’ Equity Total
	Shares		$			Additional Paid in Capital			Accumulated Deficit			Stockholders’ Equity Total
Balance, April 1, 2021 (commencement of operations)		—		$	—		$	—		$	—		$	—
Net Loss		—			—			—			(5,000)			(5,000)
Issuance of Common Shares to Sponsor		2,875,000			288			24,712			—			25,000
Balance, June 7, 2021 (audited)		2,875,000		$	288		$	24,712		$	(5,000)		$	20,000
Net Loss		—			—			—			(180)			(180)
Balance, September 30, 2021 (unaudited)		2,875,000		$	288		$	24,712		$	(5,180)		$	19,820

	For the Period from April 1, 2021 (commencement of operations) Through September 30, 2021			For the Period from April 1, 2021 (commencement of operations) Through June 7, 2021
	(Unaudited)
Cash Flows from Operating Activities:
Net loss		$	(5,180)		$	(5,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by sponsor upon issuance of founder shares			5,000			5,000
Changes in operating assets and liabilities:
Accrued expense			—			(43,393)
Net cash used in operating activities			(180)			(43,393)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor			25,000			25,000
Proceeds from promissory note – related party			124,952			74,785
Payment of offering costs			(144,273)			(66,073)
Net cash provided by financing activities			5,679			33,712
Net Change in Cash			5,499			77,105
Cash – beginning of the period			—			—
Cash – end of the period		$	5,499		$	77,105
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs		$	104,337		$	43,393
Offering costs paid directly by Sponsor		$	70,000		$	70,000

SEC expenses	$	10,661
FINRA expenses		29,042
Accounting fees and expenses		40,000
Printing and engraving expenses		35,000
Travel and road show expenses		—
Legal fees and expenses		375,000
Nasdaq listing and filing fees		75,000
Miscellaneous		32,703
Total	$	595,000

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement.
	3.1			Certificate of Incorporation.
	3.2			Form of Amended and Restated Certificate of Incorporation.
	3.3			Bylaws.
	4.1			Specimen Unit Certificate.
	4.2			Specimen Common Stock Certificate.
	4.3			Specimen Warrant Certificate.
	4.4			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	5.1			Opinion of Manatt, Phelps and Phillips LLP.
	10.1			Form of Letter Agreement from each of the Registrant’s advisors, officers, directors and sponsor.
	10.2			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	10.3			Form of Promissory Notes issued to Digital Health Sponsor LLC.
	10.4			Form of Registration Rights Agreement.
	10.5			Form of Founder Shares Subscription Agreement between the Registrant and Digital Health Sponsor LLC.

	Exhibit No.			Description
	10.6			Form of Private Placement Unit Subscription Agreement between the Registrant and Digital Health Sponsor LLC.
	10.7			Form of Stock Escrow Agreement.
	10.8			Form of Indemnification Agreement.
	10.9			Form of Administrative Services Agreement.
	14			Code of Ethics.
	23.1			Consent of Withum LLP
	23.2			Consent of Manatt, Phelps and Phillips LLP (included in Exhibit 5.1).
	24**			Power of Attorney (included on signature page of this Registration Statement).
	99.1			Audit committee charter.
	99.2			Compensation committee charter.
	99.3			Nominating committee charter.

Name	Position	Date
/s/ Scott Wolf Scott Wolf	Chairman and Chief Executive Officer (Principal Executive Officer) and Secretary	October 28, 2021
/s/ Daniel Sullivan Daniel Sullivan	Chief Financial Officer (Principal Financial and Accounting Officer)	October 28, 2021
* Brent Willis	Director	October 28, 2021
* Frank Ciufo	Director	October 28, 2021
* George McNellage	Director	October 28, 2021
* Scott Metzger	Director	October 28, 2021
* /s/ Scott Wolf Attorney-in-Fact		October 28, 2021

	Very Truly Yours,


	DIGITAL HEALTH ACQUISITION CORP.


	By:
		Name: Scott Wolf
		Title: Chief Executive Officer

	Number of
	Firm Units
	to be
Underwriter	Purchased
A.G.P./Alliance Global Partners
TOTAL		10,000,000



	Print Name of Target Business


	Authorized Signature of Target Business

	Name	Address

	Antoinette Nolan	2049 Century Park East
		17th Floor
		Los Angeles, CA 90067

DIGITAL HEALTH ACQUISITION CORP.
By:
	Name:	Scott Wolf
	Title:	Chief Executive Officer

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
TEN ENT	—	as tenants by the entireties			(Cust)		(Minor)

JT TEN	—	as joint tenants with right of survivorship and not as tenants in common			under Uniform Gifts to Minors Act
					(State)

Dated__________________
	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

Date: , 20__
		(Signature)




		(Address)


		(Tax Identification Number)
Signature Guaranteed:

	DIGITAL HEALTH SPONSOR, LLC

	By:
		Name: Lawrence Sands
		Title: Managing Member

	SCS CAPITAL PARTNERS, LLC

	By:
		Name: Lawrence Sands Title: Managing Member