As filed with the Securities and Exchange Commission on May 15, 2023

Registration No. 333-268184​

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

AMENDMENT NO. 3
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 MAY 15, 2023

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 [•], 2023. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at www.virtualshareholdermeeting.com/DHAC2023SM. 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 Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, as amended by the First Amendment dated November 3, 2022 (as may be further amended and restated, 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.”

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 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 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 the execution of the Business Combination Agreement, on October 6, 2022, DHAC entered into an Amended and Restated Securities Purchase Agreement (the “October 2022 PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to purchase, at the closing of the Business Combination, an aggregate of 8,000 shares (the “Initial PIPE Shares”) of Series A Convertible Preferred Stock of DHAC at a stated value of $1,060 per share convertible into shares of DHAC common stock at an initial conversion price of $10.00 (the “Series A Preferred Stock”), subject to certain adjustments, together with warrants (the “Initial PIPE

Warrants”) to purchase 424,000 shares of DHAC common stock at an initial exercise price of $12.50 per share, subject to certain adjustments, resulting in aggregate proceeds to be received by DHAC of at least $8,000,000.

The conversion price of the PIPE Shares is subject to reset under the following circumstances: (i) the PIPE Investors may convert all or any part of the PIPE Shares at any time at the Alternate Conversion Price and (ii) at any time during a twenty (20) trading day period after an event of default is cured (following occurrence thereof), the PIPE Investors may convert all or any part of the PIPE Shares at the Alternate Conversion Price. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date of the applicable Alternate Conversion, and (ii) the greater of (x) $10.00 (or (i) $5.00, after the later of (x) 90 days after issuance of the PIPE Shares or (y) the earlier of the date the shares underlying the PIPE Shares are eligible to be resold pursuant to Rule 144 or the date a resale registration statement is declared effective, or (ii) $2.00 upon the occurrence of an event of default under the PIPE Shares as described therein) and (y) 90% of the price computed as the quotient of (I) the sum of the volume-weighted average price (“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 (II) three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction.

The exercise price of the PIPE Warrants will be subject to (i) customary anti-dilution adjustments; and (ii) in the case of a subsequent equity sale at a per share price below the exercise price, the exercise price of the PIPE Warrants will be reduced. The exercise price of the PIPE Warrants is also subject to a reset on the date of maturity of the date on which no PIPE Shares remain outstanding at a price equal to the lesser of (x) the exercise price in effect on such date and (y) the greater of (i) 125% of the quotient of (x) the sum of the VWAP of the Common Stock on each trading day during the ten (10) trading day period ending, and including, the trading day immediately prior to such adjustment date, divided by (y) ten (10) and (ii) $5.00 (or $2.00 upon the occurrence of an event of default under the PIPE Shares as described therein), in each case, as adjusted for stock splits, stock dividends, stock combination, recapitalizations and similar events during such period.

On April 11, 2023 but effective March 31, 2023, the Company entered into an amendment to the October 2022 PIPE Securities Purchase Agreement (the “PIPE SPA Amendment”) to, among other things, (a) amend and restate the form of Certificate of Designation of the Series A Preferred Stock to provide the aggregate number of shares of Series A Preferred Stock issuable thereunder shall not exceed 15,000, (b) amend and restate the form of PIPE Warrant to correct an error in the redemption provision of the PIPE Warrants, and (c) revise certain closing conditions for the PIPE Financing (together with the October 2022 PIPE Securities Purchase Agreement, the “PIPE Securities Purchase Agreement”). In addition, on January 18, 2023 DHAC and Digital Health Sponsor, LLC, our Sponsor, entered into a Backstop Agreement, which was amended on April 11, 2023 but effective March 31, 2023 (as amended, the “Backstop Agreement”) pursuant to which DHAC agreed to offer on or prior to the closing of the Business Combination the PIPE Investors the option to purchase, at the closing of the Business Combination, up to an additional 7,000 shares of Series A Preferred Stock on identical terms as the Initial PIPE Shares convertible into shares of DHAC common stock at an initial conversion price of $10.00 (the “Additional PIPE Shares” and together with the Initial PIPE Shares, the “PIPE Shares”), together with additional warrants to purchase up to 371,000 shares of DHAC common stock (the “Additional PIPE Warrants” and together with the Initial PIPE Warrants, the “PIPE Warrants”; the Additional PIPE Shares and Additional PIPE Warrants are referred to as the “Additional PIPE Securities”) pursuant to a participation right granted to the PIPE Investors under the PIPE Securities Purchase Agreement, in each case, on the same terms and conditions set forth in the PIPE Securities Purchase Agreement for an aggregate additional purchase price of up to $7,000,000, increasing the Aggregate Closing PIPE Proceeds to a total of $15,000,000. Pursuant to the Backstop Agreement, if the PIPE Investors do not elect to purchase all of the Additional PIPE Securities, our Sponsor and/or its designees have agreed to purchase any such unsubscribed Additional PIPE Securities concurrent with the closing of the transactions contemplated by the PIPE Securities Purchase Agreement on the same terms and conditions set forth in the PIPE Securities Purchase Agreement. Any such unsubscribed Additional PIPE Securities so purchased by our Sponsor or its designee will be subject to restriction whereby the holders thereof may not sell, transfer or otherwise dispose of such securities unless and until the Initial PIPE Investors no longer own any Initial PIPE Shares.

Further to the PIPE Securities Purchase Agreement and the Backstop Agreement, the PIPE Investors and the Sponsor have agreed to pay an aggregate of $15,000,000 for 15,000 shares of Series A Preferred

Stock at a stated value of $1,060 per share. The Series A Preferred Stock is convertible into shares of DHAC common stock at any time after the date of issuance. The number of shares of Common Stock into which the Series A Preferred Stock are convertible is equal to the Conversion Amount divided by the conversion price. “Conversion Amount” means, with respect to each share of Series A Preferred Stock, the sum of (A) the stated value, (B) all declared and unpaid dividends, and (C) a make-whole amount equal to the additional dividends that would accrue in respect of the PIPE Shares assuming such shares remained outstanding for 18 months from the date of issuance, if any. Therefore, the PIPE Shares would convert into an aggregate of (i) 1,756,950 shares of DHAC Common Stock assuming a $10.00 conversion price, (ii) 3,513,900 shares of DHAC Common Stock assuming a $5.00 conversion price and (iii) 8,784,500 shares of DHAC Common Stock assuming a $2.00 conversion price.

In connection with the closing of the transactions contemplated by the PIPE Securities Purchase Agreement, DHAC and the PIPE Investors will enter into a registration rights agreement (the “PIPE Registration Rights Agreement”). The PIPE Registration Rights Agreement will provide the PIPE Investors with customary registration rights with respect to the shares of Common Stock underlying the PIPE Shares and PIPE Warrants issued to the PIPE Investors. Pursuant to the Registration Rights Agreement, DHAC will agree to (i) file a registration statement with the SEC for the registration and resale of a number of shares of DHAC Common Stock at least equal to 200% of the sum of the number of shares of DHAC Common Stock issuable upon conversion of the PIPE Shares and upon exercise of the PIPE Warrants within 30 days after the closing of the PIPE Securities Purchase Agreement. As stated above, the Additional PIPE Securities purchased by our Sponsor or its designee will be subject to restriction whereby the holders thereof may not sell, transfer or otherwise dispose of such securities unless and until the Initial PIPE Investors no longer own any Initial PIPE Shares. None of the PIPE Securities or shares of common stock underlying the PIPE Securities are being registered pursuant to this Registration Statement.

DHAC executed a Securities Purchase Agreement (the “Series B Securities Purchase Agreement”) dated November 3, 2022 with A.G.P./Alliance Global Partners (“A.G.P”). 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 of Series B Preferred Stock, par value $0.0001 per share (“Series B Shares”) at a per share price of $1,000. A.G.P. will not receive deferred underwriting commissions of $4,370,000 which it has agreed to take in shares of Series B Preferred Stock initially convertible into DHAC common stock at a per share price of $10.00. The conversion price of the Series B Shares is subject to reset under the following circumstance: A.G.P. may convert all or any part of the Series B Shares at the Alternate Conversion Price at any time on or after the earlier of (i) 12 months from the date of issuance of the Series B Shares and (ii) the date on which no shares of Series A Preferred Stock remain outstanding. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date of the applicable Alternate Conversion, and (ii) the greater of (x) $10.00 (or (i) $5.00, after the later of (x) 90 days after issuance of the Series B Shares or (y) the earlier of the date the shares underlying the Series B Shares are eligible to be resold pursuant to Rule 144 or the date a resale registration statement is declared effective, or (ii) $2.00 upon the occurrence of an event of default under the Series B Shares as described therein) 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 Series B Shares would convert into an aggregate of (i) 437,500 shares of DHAC Common Stock assuming a $10.00 conversion price, (ii) 875,000 shares of DHAC Common Stock assuming a $5.00 conversion price and (iii) 2,187,500 shares of DHAC Common Stock assuming a $2.00 conversion price.

In addition, in connection with the execution of the Business Combination Agreement, DHAC, VSee and iDoc entered into a securities purchase agreement with an accredited investor 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 in the principal amount of $888,888.80, $666,666.60 and $666,666.60, respectively (the “Bridge Notes”). The Bridge Notes will be assumed by DHAC in connection with the closing of the Business Combination. The Bridge Notes bear guaranteed interest at a rate of 10.00% per annum. 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 as additional consideration for the purchase of the Bridge Notes and Bridge Warrants. No additional monies were paid by the accredited investor for the Bridge Warrants or for the aforementioned 30,000 shares of DHAC common stock.

In connection with the Bridge Financing, DHAC entered into a Registration Rights Agreement with the Bridge Investor, dated October 5, 2022, which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Bridge Warrants and the 30,000 commitment shares after 30 days from the effective date of the resale registration statement to be filed by DHAC with respect to the PIPE Securities. None of the Bridge Warrants, shares of common stock underlying the Bridge Warrants or the aforementioned 30,000 shares of DHAC Common Stock are being registered pursuant to this Registration Statement.

If the PIPE Financing closes in connection with the closing of the Business Combination, 110% of all unpaid principal under the Bridge Notes and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. See “Proposal 7  — The Nasdaq PIPE Proposal” for further information concerning the terms and conditions of the PIPE Financing. Consummation of the PIPE Financing, including the consummation of the transactions contemplated by the Backstop Agreement, is conditioned on the concurrent Closing of the Business Combination, the Closing occurring by July 10, 2023, DHAC/the Combined Company having cash and cash equivalents in the aggregate of at least $8 million in connection with the Closing, and other customary closing conditions. Each investor in the PIPE Financing and the Backstop Agreement has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in DHAC’s trust account held for its public stockholders, and has agreed not to, and waived any rights to, make any claim against DHAC’s trust account (including any distributions therefrom).

On October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC has to consummate a business combination (the ‘‘Extension’’) for an additional three (3) months, from November 8, 2022 to February 8, 2023, (b) provide DHAC’s board of directors the ability to further extend the date by which DHAC has to consummate a business combination up to three (3) additional times for three (3) months each time, for a maximum of nine (9) additional months if Digital Health Sponsor, LLC, our ‘‘sponsor’’, pays an amount equal to $350,000 for each three-month extension (the ‘‘Extension Fee’’), which amount shall be deposited in the trust account of DHAC; provided, that if as of the time of an extension DHAC has filed a Form S-4 registration statement in connection with its initial business combination, then no Extension Fee would be required in connection with such extension; provided further that for each three-month extension (if any) following such extension where no deposit into the trust account or other payment has been made, then an Extension Fee would be required, and (c) allow for DHAC to provide redemption rights to DHAC’s public stockholders in accordance with the requirements of the amended and restated certificate of incorporation without complying with the tender offer rules. In connection with such stockholder vote, an aggregate of 10,805,877 shares of DHAC’s common stock were redeemed leaving 4,156,123 shares issued and outstanding and entitled to vote as of October 26, 2022. As of May 9, 2023, there are 4,183,123 shares of DHAC Common Stock issued and outstanding and entitled to vote. The current term of DHAC has been extended to August 8, 2023 and two extension fee payments have been deposited into the Trust Account.

On May 5, 2023, DHAC entered into a securities purchase agreement with an institutional investor pursuant to which DHAC issued to such investor (i) a promissory note in the aggregate principal amount of $300,000 with a 16.67% original issue discount which bears guaranteed interest at a rate of 10% per annum, matures on May 5, 2024 and must be repaid in full upon the closing of the PIPE Financing (the “Extension Note” and such financing, the “Extension Financing”), (ii) warrants with an exercise period of five years to purchase up to 26,086 shares of DHAC Common Stock at an exercise price of $11.50 per share (the “Extension Warrants”), and (ii) 7,000 shares of DHAC Common Stock as commitment shares (the “Extension Commitment Shares”). In connection therewith, DHAC entered into a Registration Rights Agreement with the institutional investor which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Extension Warrants and the Extension Commitment Shares after 30 days from the effective date of the resale registration statement to be filed by DHAC with respect to the PIPE Securities. If the PIPE Financing closes in connection with the closing of the Business Combination, 110% of all unpaid principal under the Extension Note and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. None of the Extension Warrants, shares of common stock underlying the Extension Warrants or the Extension Commitment Shares are being registered pursuant to this Registration Statement.

In addition, on May 5, 2023, DHAC issued a promissory note to SCS Capital Partners, LLC in the aggregate principal amount of $200,000, which bears interest at a rate of 10% per annum, matures on May 5, 2024 and must be repaid in full upon the closing of the PIPE Financing. The proceeds of such note and the Extension Financing were used to, among other things, pay the extension fee in connection with the latest extension of DHAC’s term to August 8, 2023.

On the closing of the Business Combination, DHAC intends to enter into a $100,000,000 Equity Line of Credit arrangement (“ELOC”) with the primary PIPE Investor. The ELOC has a 24-month term, terminable by Company at any time.

The ownership and voting power percentages set forth in the charts below with respect to the Combined Company following the closing of the Business Combination do not take into account shares issuable upon conversion or exercise of any warrants or options of the Combined Company or shares further to the ELOC and assume (i) the conversion of all Series A Preferred Stock and Series B Preferred Stock, (ii) that all transaction expenses are paid by VSee and iDoc prior to the Closing and that there are no indemnity claims pursuant to the Business Combination Agreement such that no expenses which would be payable by DHAC or indemnity claims payable by VSee or iDoc are deducted from their consideration at or after closing and (iii) that Sponsor purchases all of the Additional PIPE Financing. 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 Preferred Stock and Series B Preferred Stock:

Assuming no further redemptions by the DHAC Public Stockholders and a $5.00 conversion price of each of the Series A Preferred Stock and Series B Preferred Stock:

Assuming maximum redemptions by the DHAC Public Stockholders and a $10.00 conversion price of each of the Series A Preferred Stock and Series B Preferred Stock:

Assuming maximum redemptions by the DHAC Public Stockholders and a $5.00 conversion price of each of the Series A Preferred Stock and Series B Preferred Stock:

As of May 9, 2023, there was approximately $8.02 million in DHAC’s trust account (the “Trust Account”). On [•], 2023, 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 76.

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 [•], 2023, and is first being mailed to stockholders of DHAC on or about [•], 2023.

 

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 [•], 2023

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 [•], 2023, at (the “Meeting”). In light of COVID-19 we will hold the Meeting virtually. 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”:

1.

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, as amended by the First Amendment dated November 3, 2022 (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”), (the “Business Combination”), 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. 2023 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 PIPE 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 PIPE Financing. This Proposal is referred to as the “Nasdaq PIPE Proposal” or “Proposal 7.”

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8.

Proposal No. 8 —  The Nasdaq ELOC 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 proposed $100,000,000 Equity Line of Credit arrangement that DHAC intends to enter into on the closing of the Business Combination, with the primary PIPE Financing investor. This Proposal is referred to as the “Nasdaq ELOC Proposal” or “Proposal 8.”

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9.

Proposal No. 9 — The Nasdaq Series B 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 Series B Proposal” or “Proposal 9.”

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10.

Proposal No. 10 — 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 10.”

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The Business Combination Proposal is conditioned upon the approval of Proposals 2A-2I, 6, 7 and 9. Proposals 2A-2I, 3, 4, 5, 6, 7, 8, and 9 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 August 8, 2023 (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 PIPE Proposal, the Nasdaq ELOC Proposal, the Nasdaq Series B 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 October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC has to consummate a business combination (the ‘‘Extension’’) for an additional three (3) months, from November 8, 2022 to February 8, 2023, (b) provide DHAC’s board of directors the ability to further extend the date by which DHAC has to consummate a business combination up to three (3) additional times for three (3) months each time, for a maximum of nine (9) additional months if Digital Health Sponsor, LLC, our ‘‘sponsor’’, pays an amount equal to $350,000 for each three-month extension (the ‘‘Extension Fee’’), which amount shall be deposited in the trust account of DHAC; provided, that if as of the time of an extension DHAC has filed a Form S-4 registration statement in connection with its initial business combination, then no Extension Fee would be required in connection with such extension; provided further that for each three-month extension (if any) following such extension where no deposit into the trust account or other payment has been made, then an Extension Fee would be required, and (c) allow for DHAC to provide redemption rights to DHAC’s public stockholders in accordance with the requirements of the amended and restated certificate of incorporation without complying with the tender offer rules. In connection with such stockholder vote, an aggregate of 10,805,877 shares of DHAC’s common stock were redeemed leaving 4,156,123 shares issued and outstanding and entitled to vote as of October 26, 2022. As of May 9, 2023, there are 4,183,123 shares of DHAC Common Stock issued and outstanding and entitled to vote. The current term of DHAC has been extended to August 8, 2023 and two extension fee payments have been deposited into the Trust Account.

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 [•], 2023 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 [•], 2023.

Investing in DHAC’s securities involves a high degree of risk. See “Risk Factors” beginning on page 76 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 [•], 2023, (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 [•], 2023 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 Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, as amended by the First Amendment dated November 3, 2022 (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 common stock, VSee’s Series A preferred stock and VSee’s Series A-1 preferred stock, as of the record date of [•], 2023 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 Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, as amended by the First Amendment dated November 3, 2022 (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 common stock as of the record date of [•], 2023 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 June 15, 2022 in accordance with the terms of VSee Equity Plan and the underlying grant, award or similar agreement).

“Additional PIPE Shares” refers to the 7,000 shares of Series A Preferred Stock issued to the PIPE Investors and/or Sponsor in connection with the PIPE Financing.

“Additional PIPE Warrants” refers to warrants initially exercisable to purchase 371,000 shares of Common Stock of DHAC issued to the PIPE Investors and/or Sponsor in connection with the PIPE Financing.

“Aggregate Closing PIPE Proceeds” refers to the aggregate cash proceeds in respect of the PIPE Financing (whether prior to or on the Closing Date).

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

“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 and the Series B 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.

“Backstop Agreement” refers to the Backstop Agreement dated January 18, 2023, as amended on April 11, 2023 but effective as of March 31, 2023, between DHAC and our Sponsor.

“Bridge Financing” refers to the sale of the Bridge Notes, Bridge Warrants and Bridge Shares.

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

“Bridge Notes” refers to 10% original issue discount senior secured promissory notes due October 6, 2023 in the principal amount of $888,888.80, $666,666.60 and $666,666.60 issued by DHAC, VSee and iDoc, respectively, bearing guaranteed interest at a rate of 10.00% per annum, (i) said notes to be assumed by DHAC in connection with the closing of the Business Combination and (ii) 110% of all unpaid principal under said notes and guaranteed interest of 10% due and payable at the closing of the PIPE Financing if the PIPE Financing closes in connection with the closing of the Business Combination.

“Bridge Securities Purchase Agreement” 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.

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

 

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“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 purchaser of the Bridge Notes.

“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 Second Amended and Restated Business Combination Agreement.

“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. 2023 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.

“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, 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.

“ELOC” refers to that certain $100,000,000 Equity Line of Credit arrangement that DHAC intends to enter on the closing of the Business Combination into with the primary PIPE Financing investor.

“Escrow Agent” refers to Continental.

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

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

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

 

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

“Extension Warrants” refer 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,

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

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

“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 Closing 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.

“iDoc Stockholders” refers to the stockholders of iDoc.

“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” refers to a number of shares of Company Common Stock equal to (a) (1) the iDoc Closing Consideration, divided by (2) the total number of iDoc Outstanding Shares, divided by (b) 10.

“Initial PIPE Shares” refers to the 8,000 shares of Series A Preferred Stock issued to the PIPE Investors in connection with the PIPE Financing.

“Initial PIPE Warrants” refers to warrants initially exercisable to purchase 424,000 shares of Common Stock of DHAC issued to the PIPE Investors in connection with the PIPE Financing.

“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.

 

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“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).

“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.

“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 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.

“PIPE Investors” refers to the investors that have executed the PIPE Securities Purchase Agreement.

“PIPE Financing” refers to the issuance of PIPE Shares in the aggregate of up to $15 million and PIPE Warrants to the PIPE Investors (and, if applicable, our Sponsor and/or its designees in accordance with the Backstop Agreement) in one or more private placements immediately after the Closing of the Business Combination, which includes the $8 million in Initial PIPE Shares and Initial PIPE Warrants committed to by the PIPE Investors pursuant to the PIPE Securities Purchase Agreement and the additional $7 million in Additional PIPE Shares and Additional PIPE Warrants on identical terms as the Initial PIPE Shares contemplated by the PIPE Securities Purchase Agreement and the Backstop Agreement.

“PIPE Securities Purchase Agreement” refers to the Amended and Restated Securities Purchase agreement, dated as of October 6 2022, as amended by the PIPE SPA Amendment, by and among DHAC and the PIPE Investors, pursuant to which DHAC has agreed to issue the PIPE Shares and PIPE Warrants to the PIPE Investors immediately following the Closing, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“PIPE Shares” refers to the Initial PIPE Shares and the Additional PIPE Shares.

“PIPE SPA Amendment” refers to, collectively, the Amendments No. 1 to the Amended and Restated Securities Purchase agreement dated April 11, 2023 and effective as of March 31, 2023.

“PIPE Warrants” refers to the Initial PIPE Warrants and the Additional PIPE Warrants.

“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.

“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.

“Record Date” refers to [•] 2023, 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.

 

7

 

“SCS Capital Partners” refers to SCS Capital Partners, LLC.

“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, as amended by the First Amendment dated November 3, 2022, 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).

“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 DHAC.

“Series B Financing” refers to the issuance of the Series B Shares to A.G.P. pursuant to the Series B Securities Purchase Agreement.

“Series B Preferred Certificate of Designation” refers to the Certificate of Designation of the Combined Company establishing the terms of the Series B Preferred Stock, in the form included as Annex B-3 to this proxy statement/prospectus/consent solicitation.

“Series B Preferred Stock” refers to the Series B Convertible Preferred Stock, par value $0.0001 per share, of DHAC.

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

“Series B Shares” refers to 4,370 shares of Series B Preferred Stock to be issued to A.G.P. pursuant to the Series B Securities Purchase Agreement.

“Shareholder Proposals” refers, collectively, to (i) the Business Combination Proposal, (ii) the Charter Amendment Proposals, (iii) the Bylaw Proposals, (iv) the Director Election Proposal, (v) the Stock Plan Proposal, (vi) the Nasdaq Merger Proposal, (vii) the Nasdaq PIPE Proposal, (viii) the Nasdaq ELOC Proposal, (ix) the Nasdaq Series B Proposal and (x) the Adjournment Proposal.

“Special Meeting” refers to the extraordinary general meeting of DHAC to be held virtually on [•], 2023 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.

“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.

“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.

 

8

 

“VSee Charter” refers to the certificate of incorporation of VSee Lab, Inc. dated December 23, 2010.

“VSee Closing Consideration” refers 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.

“VSee Common Stock” refers to the shares of VSee’s Common Stock, par value $0.0001 per share.

“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 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.

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

“VSee Per Share Consideration” refers to a number of shares of Common Stock equal to (a) (1) the VSee Closing Consideration, divided by (2) the total number of VSee 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 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, 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.

 

9

 

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 May 9, 2023 of approximately $8.02 million. Please see the section entitled “The Meeting — redemption rights.”

​

​

2.

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

​

​

3.

No holders of Warrants, PIPE 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 Bridge Financing, the PIPE Financing, the Series B Financing and the Effective Time Options.

​

5.

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

​

6.

That, unless otherwise noted or as described in item (7) 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, 2022.

​

7.

That none of the VSee Options that are outstanding as of December 31, 2022 are exercised prior to the Closing and that each of such VSee Options are terminated on or prior to the Effective Time.

​

​

8.

That all shares of Series A Preferred Stock and Series B Preferred Stock convert into Common Stock at the initial conversion price of $10 (unless otherwise indicated) and on the terms set forth in the Series A Preferred Certificate of Designation and Series B Preferred Certificate of Designation, respectively.

​

​

9.

That the Sponsor purchases all of the Additional PIPE Financing.

​

10.

That the TAD Exchange has closed.

​

 

10

 

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 and the requirement, waivable by VSee and iDoc, following any redemptions by DHAC’s Public Stockholders, DHAC have cash or cash equivalents equal to the aggregate subscriptions by investors in the PIPE Financing;

​

•

the inability to consummate the PIPE 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;

​

 

11

 

•

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

​

•

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 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 March 29, 2021. 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.

 

12

 

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 [•], 2023, 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 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. Each holder of VSee Common Stock is entitled to one vote for each share of VSee 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 [•], 2023, 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 [•], 2023 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 shares of VSee Common Stock and VSee Preferred 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 VSee Stockholder holds shares of VSee 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.

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.

 

13

 

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 an amended and restated transaction support agreement (the “Transaction Support Agreement”), pursuant to which, in the aggregate, approximately 64.4% (on an as-converted basis, or 68.9% 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.

 

14

 

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 [•], 2023, 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 Common Stock outstanding, entitled to execute and deliver written consents with respect to the iDoc Business Combination Proposal. Each holder of iDoc Common Stock is entitled to one vote for each share of iDoc 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 [•], 2023, 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 [•], 2023 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 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 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 a 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.

 

15

 

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 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.

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

29

 

30

 

31

 

32

 

​

​

​

No Redemptions

​

​

% Outstanding

​

​

50% Redemption

​

​

% Outstanding

​

​

Maximum Redemption

​

​

% Outstanding

​

Sponsor(1)(2)

​

​

​

​

3,450,160

​

​

​

​

​

20.93%

​

​

​

​

​

3,450,160

​

​

​

​

​

21.38%

​

​

​

​

​

3,450,160

​

​

​

​

​

21.85%

​

​

Current Management, Board and Advisors

​

​

​

​

801,750

​

​

​

​

​

4.86%

​

​

​

​

​

801,750

​

​

​

​

​

4.97%

​

​

​

​

​

801,750

​

​

​

​

​

5.08%

​

​

Public Shareholders whose shares are subject to redemption(3)

​

​

​

​

694,123

​

​

​

​

​

4.21%

​

​

​

​

​

347,062

​

​

​

​

​

2.15%

​

​

​

​

​

0

​

​

​

​

​

0.00%

​

​

VSee

​

​

​

​

5,157,942

​

​

​

​

​

31.29%

​

​

​

​

​

5,157,942

​

​

​

​

​

31.96%

​

​

​

​

​

5,157,942

​

​

​

​

​

32.66%

​

​

iDoc

​

​

​

​

4,950,000

​

​

​

​

​

30.03%

​

​

​

​

​

4,950,000

​

​

​

​

​

30.67%

​

​

​

​

​

4,950,000

​

​

​

​

​

31.35%

​

​

Initial Pipe Investors(2)(4)

​

​

​

​

937,040

​

​

​

​

​

5.68%

​

​

​

​

​

937,040

​

​

​

​

​

5.81%

​

​

​

​

​

937,040

​

​

​

​

​

5.93%

​

​

AGP(5)

​

​

​

​

437,000

​

​

​

​

​

2.65%

​

​

​

​

​

437,000

​

​

​

​

​

2.71%

​

​

​

​

​

437,000

​

​

​

​

​

2.77%

​

​

Bridge Lender(6)

​

​

​

​

30,000

​

​

​

​

​

0.18%

​

​

​

​

​

30,000

​

​

​

​

​

0.19%

​

​

​

​

​

30,000

​

​

​

​

​

0.19%

​

​

Other Stockholders(7)

​

​

​

​

27,000

​

​

​

​

​

0.16%

​

​

​

​

​

27,000

​

​

​

​

​

0.17%

​

​

​

​

​

27,000

​

​

​

​

​

0.17%

​

​

Pro forma common stock at December 31, 2022

​

​

​

​

16,485,015

​

​

​

​

​

100.00%

​

​

​

​

​

16,137,954

​

​

​

​

​

100.00%

​

​

​

​

​

15,790,892

​

​

​

​

​

100.00%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

​

​

​

11,500,000

​

​

​

​

​

37.24%

​

​

​

​

​

11,500,000

​

​

​

​

​

37.67%

​

​

​

​

​

11,500,000

​

​

​

​

​

38.10%

​

​

Private Warrants

​

​

​

​

557,000

​

​

​

​

​

1.80%

​

​

​

​

​

557,000

​

​

​

​

​

1.82%

​

​

​

​

​

557,000

​

​

​

​

​

1.85%

​

​

PIPE Warrants (Initial PIPE Investors)

​

​

​

​

424,000

​

​

​

​

​

1.37%

​

​

​

​

​

424,000

​

​

​

​

​

1.39%

​

​

​

​

​

424,000

​

​

​

​

​

1.40%

​

​

PIPE Warrants (Sponsor)

​

​

​

​

371,000

​

​

​

​

​

1.20%

​

​

​

​

​

371,000

​

​

​

​

​

1.22%

​

​

​

​

​

371,000

​

​

​

​

​

1.23%

​

​

Bridge Warrants

​

​

​

​

173,913

​

​

​

​

​

0.56%

​

​

​

​

​

173,913

​

​

​

​

​

0.57%

​

​

​

​

​

173,913

​

​

​

​

​

0.58%

​

​

Other Stockholder Warrants

​

​

​

​

26,086

​

​

​

​

​

0.08%

​

​

​

​

​

26,086

​

​

​

​

​

0.09%

​

​

​

​

​

26,086

​

​

​

​

​

0.09%

​

​

Stock options to be issued at effective time under stock option plan to be adopted at effective time(8)

​

​

​

​

1,342,058

​

​

​

​

​

4.35%

​

​

​

​

​

1,342,058

​

​

​

​

​

4.40%

​

​

​

​

​

1,342,058

​

​

​

​

​

4.45%

​

​

33

 

​

​

​

No Redemptions

​

​

% Outstanding

​

​

50% Redemption

​

​

% Outstanding

​

​

Maximum Redemption

​

​

% Outstanding

​

Sponsor(1)(2)

​

​

​

​

4,270,070

​

​

​

​

​

23.86%

​

​

​

​

​

4,270,070

​

​

​

​

​

23.29%

​

​

​

​

​

4,270,070

​

​

​

​

​

23.74%

​

​

Current Management, Board and Advisors

​

​

​

​

801,750

​

​

​

​

​

4.29%

​

​

​

​

​

801,750

​

​

​

​

​

4.37%

​

​

​

​

​

801,750

​

​

​

​

​

4.46%

​

​

Public Shareholders whose shares are subject to redemption(3)

​

​

​

​

694,123

​

​

​

​

​

3.72%

​

​

​

​

​

347,062

​

​

​

​

​

1.89%

​

​

​

​

​

0

​

​

​

​

​

0.00%

​

​

VSee

​

​

​

​

5,157,942

​

​

​

​

​

27.61%

​

​

​

​

​

5,157,942

​

​

​

​

​

28.14%

​

​

​

​

​

5,157,942

​

​

​

​

​

28.68%

​

​

iDoc

​

​

​

​

4,950,000

​

​

​

​

​

26.50%

​

​

​

​

​

4,950,000

​

​

​

​

​

27.00%

​

​

​

​

​

4,950,000

​

​

​

​

​

27.52%

​

​

Initial Pipe Investors(2)(4)

​

​

​

​

1,874,080

​

​

​

​

​

10.03%

​

​

​

​

​

1,874,080

​

​

​

​

​

10.22%

​

​

​

​

​

1,874,080

​

​

​

​

​

10.42%

​

​

AGP(5)

​

​

​

​

874,000

​

​

​

​

​

4.68%

​

​

​

​

​

874,000

​

​

​

​

​

4.77%

​

​

​

​

​

874,000

​

​

​

​

​

4.86%

​

​

Bridge Lender(6)

​

​

​

​

30,000

​

​

​

​

​

0.16%

​

​

​

​

​

30,000

​

​

​

​

​

0.16%

​

​

​

​

​

30,000

​

​

​

​

​

0.17%

​

​

Other Stockholders(7)

​

​

​

​

27,000

​

​

​

​

​

0.14%

​

​

​

​

​

27,000

​

​

​

​

​

0.15%

​

​

​

​

​

27,000

​

​

​

​

​

0.15%

​

​

Pro forma common stock at December 31, 2022

​

​

​

​

18,678,965

​

​

​

​

​

100.00%

​

​

​

​

​

18,331,904

​

​

​

​

​

100.00%

​

​

​

​

​

17,984,842

​

​

​

​

​

100.00%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

​

​

​

11,500,000

​

​

​

​

​

34.77%

​

​

​

​

​

11,500,000

​

​

​

​

​

35.14%

​

​

​

​

​

11,500,000

​

​

​

​

​

35.52%

​

​

Private Warrants

​

​

​

​

557,000

​

​

​

​

​

1.68%

​

​

​

​

​

557,000

​

​

​

​

​

1.70%

​

​

​

​

​

557,000

​

​

​

​

​

1.72%

​

​

PIPE Warrants (Initial PIPE Investors)

​

​

​

​

424,000

​

​

​

​

​

1.28%

​

​

​

​

​

424,000

​

​

​

​

​

1.30%

​

​

​

​

​

424,000

​

​

​

​

​

1.31%

​

​

PIPE Warrants (Sponsor)

​

​

​

​

371,000

​

​

​

​

​

1.12%

​

​

​

​

​

371,000

​

​

​

​

​

1.13%

​

​

​

​

​

371,000

​

​

​

​

​

1.15%

​

​

Bridge Warrants

​

​

​

​

173,913

​

​

​

​

​

0.53%

​

​

​

​

​

173,913

​

​

​

​

​

0.53%

​

​

​

​

​

173,913

​

​

​

​

​

0.54%

​

​

Other Stockholder Warrants

​

​

​

​

26,086

​

​

​

​

​

0.08%

​

​

​

​

​

26,086

​

​

​

​

​

0.08%

​

​

​

​

​

26,086

​

​

​

​

​

0.08%

​

​

Stock options to be issued at effective time under stock option plan to be adopted at effective time(8)

​

​

​

​

1,342,058

​

​

​

​

​

4.06%

​

​

​

​

​

1,342,058

​

​

​

​

​

4.10%

​

​

​

​

​

1,342,058

​

​

​

​

​

4.14%

​

​

​

34

 

​

35

 

​

36

 

​

​

​

Pro Forma Combined

​

​

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

​

​

$

(9,035,288)

​

​

​

​

​

(9,035,288)

​

​

Basic and diluted net income (loss) per share

​

​

​

$

(0.55)

​

​

​

​

​

(0.57)

​

​

Weighted average shares outstanding

​

​

​

​

16,485,015

​

​

​

​

​

15,790,892

​

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of December 31, 2022

​

​

​

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

75,651,336

​

​

​

​

​

68,123,967

​

​

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

8,455,621

​

​

​

​

​

8,455,621

​

​

Total temporary equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

13,274,850

​

​

​

​

​

13,274,850

​

​

Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

53,920,865

​

​

​

​

​

46,393,496

​

​

Initial Stockholder

​

​

Founder Shares

​

​

Purchase Price

​

Digital Health Sponsor LLC

​

​

​

​

2,073,250

​

​

​

​

$

18,028.26

​

​

Scott Wolf

​

​

​

​

175,000

​

​

​

​

$

1,521.74

​

​

Daniel Sullivan

​

​

​

​

75,000

​

​

​

​

$

652.17

​

​

SCS Capital Partners, LLC

​

​

​

​

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

​

​

​

37

 

​

38

 

​

39

 

​

40

 

​

41

 

42

 

43

 

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 PIPE Financing will be used to repay the Bridge Notes and 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 May 12, 2023, 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 $11.47, $0.08, and $10.83, 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 342% to approximately 14.3 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

​

 

44

 

of shares of Common Stock upon exercise or conversion of the Public Warrants, the private placement warrants, the PIPE Shares, the Series B Shares, the Bridge Warrants, the PIPE Warrants, the warrants held by the Extension Financing lender 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 a third-party fairness opinion in determining whether or not to enter into the Business Combination Agreement?

​

A:

Yes. On August 8, 2022, at a meeting of our Board held to evaluate the Business Combination Agreement, 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.

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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 PIPE Financing 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. 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 2023. 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 were prepared after the date of Cassel Salpeter’s opinion, and DHAC’s board

 

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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 Business Combination Agreement and PIPE Financing 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. 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 for the reasons so described.

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.

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Q:

What conditions must be satisfied to complete the Business Combination?

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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 Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq PIPE Proposal, the Nasdaq ELOC Proposal and the Nasdaq Series B 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.”

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Q:

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

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A:

Treatment of VSee Preferred Stock

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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 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 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.

Q:

What is the consideration being paid to VSee Stockholders?

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A:

The aggregate merger consideration that the holders of VSee Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “VSee Closing 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

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

Q:

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

​

A:

Treatment of iDoc Common Stock

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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 iDoc Per Share Consideration as defined and described below).

Q:

What is the consideration being paid to iDoc Stockholders?

​

A:

The aggregate merger consideration that the holders of iDoc Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “iDoc Closing Consideration,” is an amount equal to (1) $49,500,000, minus (2) the aggregate amount of iDoc’s transaction expenses. 100% of the iDoc 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 iDoc Indemnity Escrow Amount as described below. “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.

​

Q:

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

​

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 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.

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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

 

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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:

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Assuming a $10.00 conversion price of each of the Series A Preferred Stock and Series B Preferred Stock:

 

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Assuming a $5.00 conversion price of each of the Series A Preferred Stock and Series B Preferred Stock: