DHAC / Digital Health Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 VSEE HEALTH, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

The list of Subsidiaries of VSee Health, Inc are as follows:

Exhibit 21.2 The list of Subsidiaries of VSee Health, Inc are as follows: iDoc Virtual Telehealth Solutions, INC VSee Lab Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 VSEE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4101

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 VSEE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Receives Expected Additional Notice of Deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q for fiscal 2025

Exhibit 99.1 VSee Health Receives Expected Additional Notice of Deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q for fiscal 2025 San Jose, CA – August 22, 2025 - VSee Health, Inc. (Nasdaq: VSEE) (the “Company”), today announced that it received an additional expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC

VSee Health, Inc. Receives Nasdaq Delisting Determination and Plans to Request Reconsideration

Exhibit 99.1 VSee Health, Inc. Receives Nasdaq Delisting Determination and Plans to Request Reconsideration San Jose, CA — August 8, 2025 — VSee Health, Inc. (Nasdaq: VSEE, VSEEW) (“VSee Health” or the “Company”) today announced that on August 5, 2025, it received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has det

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 VSEE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 VSEE HEALTH, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 VSEE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 92919Y102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITY AGREEMENT

Exhibit 10.5 SECURITY AGREEMENT This Security Agreement (this “Agreement”) is entered into as of March 20, 2025, by and between VSee Health, Inc., a Delaware corporation (the “Company”), in favor of [] (the “Secured Party”). WHEREAS, in connection with the Convertible Note Purchase Agreement by and between the Company and the Secured Party dated the date hereof (the “Purchase Agreement”), the Comp

Re: Amendment No. 1

Exhibit 10.6 To: VSEE HEALTH, INC. Attention: Imoigele Aisiku Co-Chief Executive Officer ([email protected]) March 20, 2025 Re: Amendment No. 1 Dear Imoigele Aisiku: Reference is made to the Equity Purchase Agreement, dated as of November 21, 2023 (as modified to the date hereof, the “Purchase Agreement”), by and between VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a D

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File N

CONVERTIBLE NOTE PURCHASE AGREEMENT

Exhibit 10.3 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this “Agreement”) is dated as of March 20, 2025 and between [] with its principal office located at [] (on its own behalf or that of its designees, collectively, the “Purchaser”), and VSee Health, Inc., a Delaware corporation with its principal office located at 980 N. Federal Hwy, #304, Boca Raton, Florida

PROMISSORY NOTE DUE NOVEMBER 1, 2025

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

VSee Health, Inc. Secured Convertible Promissory Note

Exhibit 10.4 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

Re: Amendment No. 1

Exhibit 10.1 To: VSEE HEALTH, INC. Attention: Imoigele Aisiku Co-Chief Executive Officer ([email protected]) March 20, 2025 Re: Amendment No. 1 Dear Imoigele Aisiku: Reference is made to the Securities Purchase Agreement, dated as of September 30, 2024 (as modified to the date hereof, the “Purchase Agreement”), by and among VSee Health, Inc., a Delaware corporation (together with its successors

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Announces $870K Contract with National Mental Health Services Company

Exhibit 99.1 VSee Health Announces $870K Contract with National Mental Health Services Company SAN JOSE, Calif.-January 27, 2025-VSee Health, Inc. (Nasdaq: VSEE), a leader in comprehensive digital health services and customized telehealth workflow streams, announces a contract renewal of approximately $870K with a nationwide provider of mental and behavioral healthcare services. This renewal under

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Announces $935K Contracts with Major Medical Device Manufacturers

Exhibit 99.1 VSee Health Announces $935K Contracts with Major Medical Device Manufacturers SAN JOSE, Calif.- January 21, 2025 -VSee Health, Inc. (Nasdaq: VSEE), a leader in comprehensive digital health services and customized telehealth workflow streams, announces contracts with several medical technology solution companies totaling approximately $935,000. These initial contracts underscore potent

VSee Health Secures Major Contract with Leading Florida Health System to Deliver Home Health and TeleNursing Driving Healthcare Innovation and Growth Across Hospitals and Communities

Exhibit 99.1 VSee Health Secures Major Contract with Leading Florida Health System to Deliver Home Health and TeleNursing Driving Healthcare Innovation and Growth Across Hospitals and Communities SAN JOSE, Calif. - January 10, 2025 -VSee Health, Inc. (Nasdaq: VSEE), a leader in comprehensive digital health services and customized telehealth workflow streams, has been awarded a significant contract

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Awarded Multi-Year, $6M First Year, Government Contract to Deliver Rapid Configurable Telehealth

Exhibit 99.2 VSee Health Awarded Multi-Year, $6M First Year, Government Contract to Deliver Rapid Configurable Telehealth SAN JOSE, Calif- January 13, 2025 -VSee Health, Inc. (Nasdaq: VSEE), a leading provider of comprehensive digital health services and customized telehealth workflow streams, has been awarded a multi-year government contract with $6M allocated for the first year. Under the contra

VSee Health Awarded Teleradiology Services Agreement with Premier, Inc.

Exhibit 99.1 VSee Health Awarded Teleradiology Services Agreement with Premier, Inc. SAN JOSE, Calif. - December 18, 2024 -VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, has been awarded a national group purchasing agreement for teleradiology services with Premier, Inc., a leading technology-enabled health

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

VSee Health Secures Teleradiology Contract with Leading Post-Acute Care Hospital System

Exhibit 99.2 VSee Health Secures Teleradiology Contract with Leading Post-Acute Care Hospital System SAN JOSE, Calif- December 19, 2024 -VSee Health, Inc. (Nasdaq: VSEE), a leader in telehealth solutions, today announced the award of a teleradiology contract with one of the largest post-acute care hospital systems in the United States. This partnership, set to launch in Q1 of 2025, marks the lates

VSee Health Announces Partnership with Tele911 to Create First Virtual Emergency Department

Exhibit 99.1 VSee Health Announces Partnership with Tele911 to Create First Virtual Emergency Department Combining Telehealth Innovation with Emergency Care Solutions to Address ER Overcrowding and EMS Staffing Challenges SAN JOSE, Calif.- December 16, 2024 -VSee Health (Nasdaq: VSEE), a leader in digital healthcare transformation, announces its partnership with Tele911, the nation’s foremost ER d

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

VSee Health Partners with AbundaBox to Launch AbundaLife™: Transforming Health Record Management for Families Nationwide

Exhibit 99.1 VSee Health Partners with AbundaBox to Launch AbundaLife™: Transforming Health Record Management for Families Nationwide SAN JOSE, Calif. - December 6, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a leader in telehealth solutions renowned for its scalable technology and deep clinical expertise, announced a strategic partnership with AbundaBox to launch AbundaLife™, a groundbreaking health

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSEE HEALTH, INC. Up to 4,495,119 Shares of Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-283115 PROSPECTUS VSEE HEALTH, INC. Up to 4,495,119 Shares of Common Stock This prospectus relates solely to the resale by the selling stockholders named in this prospectus (collectively, with any of such stockholder’s transferees, pledgees, assignees, distributees, donees or successors-in-interest, the “Selling Stockholder

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432 November 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: VSEE HEALTH, INC. Registration Statement on Form S-1 (File No.333-283115) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: VSee Health, Inc. hereby requests that the eff

VSee Health and The TeleDentists Bring the First Virtual Oral Health Compliance Services to PointClickCare Marketplace

Exhibit 99.1 VSee Health and The TeleDentists Bring the First Virtual Oral Health Compliance Services to PointClickCare Marketplace SAN JOSE, Calif. - November 21, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams, and The TeleDentists, the first-to-market virtual dentistry solution, have partnered to be the first and only Poin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

Prospectus Supplement No. 2 (to Prospectus dated July 26, 2024)

 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280845 Prospectus Supplement No. 2 (to Prospectus dated July 26, 2024) This Prospectus Supplement No. 2 supplements and amends our prospectus dated July 26, 2024 (the “Initial Prospectus”) and prospectus supplement No.1 dated September 27, 2024 (the “Prospectus”). The Selling Stockholder identified beginning on page 114 of the Initial Prospec

Prospectus Supplement No. 1 (to Prospectus dated October 17, 2024)

 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-281319 Prospectus Supplement No. 1 (to Prospectus dated October 17, 2024) This Prospectus Supplement No. 1 supplements and amends our prospectus dated October 17, 2024 (the “Prospectus”). The Prospectus relates to the issuance by us of up to 11,500,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”) that are issua

VSee Health, Health Tech Without Borders, and iDocta Expand Clinton Global Initiative Telehealth Pilots in Conflict-affected Regions of Africa

Exhibit 99.1 VSee Health, Health Tech Without Borders, and iDocta Expand Clinton Global Initiative Telehealth Pilots in Conflict-affected Regions of Africa SAN JOSE, Calif. - November 19, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive digital health services for the rapid and scalable development of secure, customized telehealth workflow streams; Health Tech Without Borders (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 VSEE HEALTH, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the U.S. Securities and Exchange Commission on November 19, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on November 19, 2024 Registration No. 333-283115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other j

VSee Health Reports Third Quarter 2024 Revenue Up 131% Year-over-Year

Exhibit 99.1 VSee Health Reports Third Quarter 2024 Revenue Up 131% Year-over-Year SAN JOSE, Calif. - November 15, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, today provided a business update and reported financial results for the three and nine months ended September 30, 2024. Financial & Busine

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

VSEE / VSee Health, Inc. / Ayrton Capital LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VSEE HEALTH INC. (f/k/a DIGITAL HEALTH ACQUISITION CORP.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92919Y102 (CUSIP Number) June 24, 2024 (Date of Event Which Requires Filing of this Statemen

VSEE / VSee Health, Inc. / Dominion Capital L.L.C. - SC 13G/A Passive Investment

SC 13G/A 1 g084552sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* VSee Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92919Y102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Warrant Amendment dated November 8, 2024 to the Warrant issued on September 30, 2024.

Exhibit 4.4 (a) AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VSEE HEALTH, INC. This Amendment to Warrant to Purchase Shares of Common Stock (the “Amendment”) is entered into as of November 8, 2024 (the “Effective Date”) by and between [ ] (the “Holder”) and VSEE Health, Inc., a Delaware corporation (the “Company”), for the purpose of amending certain terms of that certain Warrant to

Warrant Amendment dated November 8, 2024 to the Warrant issued on October 5, 2022.

Exhibit 4.2 (a) AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VSEE HEALTH, INC. This Amendment to Warrant to Purchase Shares of Common Stock (the “Amendment”) is entered into as of November 8, 2024 (the “Effective Date”) by and between [ ] (the “Holder”) and VSEE Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware corporation (the “Company”), for the purpose

As filed with the U.S. Securities and Exchange Commission on November 12, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on November 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorpora

SEC Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) VSEE HEALTH, INC.

Securities Purchase Agreement, dated as of November 8, 2024, by and between VSee Health, Inc. and SCS, LLC.

Exhibit 10.47 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2024, is by and between VSee Health, Inc., a Delaware corporation (the “Company”), and SCS, LLC (“SCS”, together with the Company the “Parties”). RECITALS A.The Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration affor

Lock-Up Agreement entered with Quantum Assets SPV, LLC on November 8, 2024.

Exhibit 10.48 LOCK-UP AGREEMENT November 8, 2024 VSee Health, Inc. 980 N Federal Hwy, Suite 304 Boca Raton, FL 33432 Ladies and Gentlemen: Reference is made to the Convertible Note Purchase Agreement (the “Purchase Agreement”) by and between VSee Health, Inc. (f.k.a. Digital Health Acquisition Corp.) (the “Company”) and Quantum Assets SPV, LLC (“Quantum”) on November 21, 2023 and the Registration

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health and BabyLiveAdvice Partner to Reduce Maternal Care Disparities Through Innovative Maternal Care Model Supported by Virtual Nursing

Exhibit 99.1 VSee Health and BabyLiveAdvice Partner to Reduce Maternal Care Disparities Through Innovative Maternal Care Model Supported by Virtual Nursing VSee Health and BabyLiveAdvice partner to provide end-to-end virtual maternal care services that support hospitals and FQHCs in maternity deserts and increase women's access to obstetric care BOCA RATON, Fla. - October 29, 2024 - VSee Health, I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Expands its Telehealth Service Offering with New GLP-1 Program to Address Obesity and Chronic Disease

Exhibit 99.1 VSee Health Expands its Telehealth Service Offering with New GLP-1 Program to Address Obesity and Chronic Disease BOCA RATON, Fla. - October 21, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, announces the launch of a specialized program designed to tackle obesity and associated health

VSee Health, Kwajalein Atoll Government, US Coast Guard Cadets Launch Sea Ambulance Telehealth for Improved USA Veteran Access to Healthcare

EX-99.1 2 tm2426433d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 VSee Health, Kwajalein Atoll Government, US Coast Guard Cadets Launch Sea Ambulance Telehealth for Improved USA Veteran Access to Healthcare BOCA RATON, Fla., October 16, 2024 – VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, in collaboration with th

VSEE HEALTH, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants Up to 25,050,000 Shares of Common Stock

424B3 1 tm2419985-7424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-281319 PROSPECTUS VSEE HEALTH, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants Up to 25,050,000 Shares of Common Stock This prospectus relates to the issuance by us of up to 11,500,000 shares of our common stock, $0.0001 par value per share (the “C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

Equity Purchase Agreement, dated as of November 21, 2023, by and between Digital Health Acquisition Corp., and an institutional and accredited investor (incorporated by reference to Exhibit 10.39 filed with the Form S-1/A filed by the Registrant on October 15, 2024).

Exhibit 10.39 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 21, 2023 is made by and between DOMINION CAPITAL LLC., a Connecticut limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, t

Equity Purchase Commitment Note dated July 2, 2024 by and between VSee Health, Inc. and an institutional and accredited investor (incorporated by reference to Exhibit 10.40 filed with the Form S-1/A filed by the Registrant on October 15, 2024).

Exhibit 10.40 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432 October 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: VSEE HEALTH, INC. Registration Statement on Form S-1 (File No.333-281319) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: VSee Health, Inc. hereby requests that the effe

As filed with the U.S. Securities and Exchange Commission on October 15, 2024

As filed with the U.S. Securities and Exchange Commission on October 15, 2024 Registration No. 333-281319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of inco

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File

VSee Health Co-CEO Among Keynote Speakers at iA-MED 2024: Future of Artificial Intelligence Symposium for healthcare professionals assembles international experts to discuss digital health and AI applications to transform the practice of healthcare

Exhibit 99.2 VSee Health Co-CEO Among Keynote Speakers at iA-MED 2024: Future of Artificial Intelligence Symposium for healthcare professionals assembles international experts to discuss digital health and AI applications to transform the practice of healthcare BOCA RATON, Fla., October 09, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize work

VSee Health Co-CEO and STAR-TIDES Chair to Discuss Digital Health Transformation and Cybersecurity in Fireside Chat Pre-registration now open for STAR-TIDES and Silicon Valley Forum Fireside Chat on October 22, 2024 at 1:00 p.m. Pacific time

Exhibit 99.1 VSee Health Co-CEO and STAR-TIDES Chair to Discuss Digital Health Transformation and Cybersecurity in Fireside Chat Pre-registration now open for STAR-TIDES and Silicon Valley Forum Fireside Chat on October 22, 2024 at 1:00 p.m. Pacific time BOCA RATON, Fla., October 08, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow st

As filed with the U.S. Securities and Exchange Commission on October 11, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 11, 2024 Registration No. 333-281319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other ju

As filed with the Securities and Exchange Commission on October 8, 2024

As filed with the Securities and Exchange Commission on October 8, 2024 Registration No.

2024 VSee Health, Inc. Incentive Plan (incorporated by reference to Exhibit 99.1 filed with the Form S-8 filed by the Registrant on October 8, 2024).

Exhibit 99.1 VSee Health, Inc. 2024 Equity Incentive Plan 1. Purpose; Eligibility. 1.1 General Purpose. This VSee Health, Inc. 2024 Equity Incentive Plan (the “Plan”) is intended to enable VSee Health, Inc., a Delaware corporation (the “Company”) and its subsidiaries, VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 CaliberCos Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule(1) Amount to be Registered(2) Proposed Maximum Offering Price per Share(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Other 2,544,021 $ 1.33 $ 3,383,547.93 $ 0.000

Form of Stock Option Agreement

Exhibit 99.2 VSEE HEALTH, INC. 2024 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Optionholder:                                Grant Date:                                 Option Exercise Price per Share1: USD $                    Total Option Exercise Price: USD $                    Number of Shares of Common Stock (“Shares”)1:                                Expiration Date2:                       

Form of Restricted Stock Unit Agreement

Exhibit 99.3 VSEE HEALTH, INC. 2024 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT VSee Health, Inc., a Delaware corporation (“Company”), hereby grants an Award of Restricted Share Units, subject to the terms, conditions, and restrictions of the Company’s 2024 Equity Incentive Plan (the “Plan”), and this Restricted Share Unit Award Agreement, including Appendix A attached hereto (the

Form of Restricted Stock Award Agreement

Exhibit 99.4 VSEE HEALTH, INC. 2024 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT VSee Health, Inc., a Delaware corporation (“Company”), hereby grants an Award of Restricted Stock, subject to the terms, conditions, and restrictions of the Company’s 2024 Equity Incentive Plan (the “Plan”), and this Restricted Stock Award Agreement, including Appendix A attached hereto (the Restricted Stock

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fi

Warrant, dated as of September 30, 2024 in favor the investor named therein (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on October 1, 2024).

Exhibit 10.3 WARRANT NO. 1 Date: September 30, 2024 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE

Senior Secured Convertible Promissory Note dated as of September 30, 2024 by and between VSee Health, Inc. and the investor therein (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on October 1, 2024).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

Form of Guaranty, dated September 30, 2024

Exhibit 10.6 GUARANTY This Guaranty (this “Guaranty”), dated as of September 30, 2024, by and among VSee Lab, Inc., (“VSee Lab”), a Delaware corporation and a wholly owned subsidiary of VSee Health, Inc., a Delaware corporation (“VSee Health”), iDoc Virtual Telehealth Solutions, Inc. (“iDoc”), a Texas corporation and a wholly owned subsidiary of VSee Health, (together with VSee Lab and their succe

Form of Lock-Up Agreement entered with directors and officers of VSee Health, Inc. on September 30, 2024 (incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on October 1, 2024).

Exhibit 10.7 Lock-up Agreement [INVESTOR AND COLLATERAL AGENT] [ADDRESS] As of September 30, 2024 Ladies and Gentlemen: The undersigned understands that VSee Health, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the “Purchase Agreement”) dated as of the date

Securities Purchase Agreement, dated as of September 30, 2024, by between VSee Health, Inc., and the investor therein (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 1, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024, by and among VSee Health, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”) and [PURCHASER AND COLLAT

Registration Rights Agreement dated as of September 30, 2024 by and between VSee Health, Inc. and the investor thereof (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on October 1, 2024).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, a “H

Form of Security Agreement, dated September 30, 2024

Exhibit 10.5 security agreement This Security Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 (together with the Company, the “Grantors”) in favor of [COLLATERAL AGENT], a Delaware limited liability c

Prospectus Supplement No. 1 (to Prospectus dated July 26, 2024)

 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280845 Prospectus Supplement No. 1 (to Prospectus dated July 26, 2024) This Prospectus Supplement No. 1 supplements and amends our prospectus dated July 26, 2024 (the “Prospectus”). The Selling Stockholder identified beginning on page 114 of the Prospectus is offering on a resale basis a total of up to 2,310,545 shares of the Company’s common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fi

VSee Health Provides a Business Update and Reports Second Quarter 2024 Financial Results

Exhibit 99.1 VSee Health Provides a Business Update and Reports Second Quarter 2024 Financial Results BOCA RATON, Fla., September 23, 2024 – VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, today provided a business update and reported financial results for the three and six months ended June 30, 2024. Busin

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission Fil

VSee Health, Inc. Receives Nasdaq Notice Regarding Delayed Form 10-Q Filing

Exhibit 99.1 VSee Health, Inc. Receives Nasdaq Notice Regarding Delayed Form 10-Q Filing BOCA RATON, Fla., September 11, 2024 – VSee Health, Inc. (the “Company”) (Nasdaq: VSEE), announced today that on September 6, 2024, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 92919Y102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VSee Health and Stand Together Partner to Launch Aimee Telehealth Service

Exhibit 99.1 VSee Health and Stand Together Partner to Launch Aimee Telehealth Service SAN JOSE, Calif., August 6, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, announced today the launch of its Aimee telehealth service in Wichita, Kansas, in partnership with Stand Together. Aimee is an innovative

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File N

As filed with the U.S. Securities and Exchange Commission on August 6, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporatio

SEC Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) VSEE HEALTH, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File N

VSee Health and Ava Robotics Partner to Develop Telepresence Solutions for the Hospital Inpatient Intensive Care Market

Exhibit 99.1 VSee Health and Ava Robotics Partner to Develop Telepresence Solutions for the Hospital Inpatient Intensive Care Market SAN JOSE, Calif., August 1, 2024 – VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, and Ava Robotics, a developer of intelligent robots for the workplace, today announced an ag

VSee Health to Provide Telehealth and Billing Services to SkywardRx Clients

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Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Nu

VSEE HEALTH, INC. Up to 2,310,545 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280845 VSEE HEALTH, INC. Up to 2,310,545 Shares of Common Stock This prospectus relates solely to the resale by the Selling Stockholder named in this prospectus (collectively, with any of such stockholder’s transferees, pledgees, assignees, distributees, donees or successors-in-interest, the “Selling Stockholder”) of up to 2

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432

VSEE HEALTH, INC. 980 N Federal Hwy #304 Boca Raton, FL 33432 July 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: VSEE HEALTH, INC. Registration Statement on Form S-1 (File No.333-280845) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: VSee Health, Inc. hereby requests that the effecti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Nu

SEC Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) VSEE HEALTH, INC.

As filed with the U.S. Securities and Exchange Commission on July 17, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on July 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 VSEE HEALTH, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Num

VSee Health Now Providing Outpatient Telehealth Services to the Federal Bureau of Prisons Company contract with Seven Corners Correctional Health, the operator of 24 federal prisons, allows it to offer inmates accessible, quality specialty care

Exhibit 99.1 VSee Health Now Providing Outpatient Telehealth Services to the Federal Bureau of Prisons Company contract with Seven Corners Correctional Health, the operator of 24 federal prisons, allows it to offer inmates accessible, quality specialty care SAN JOSE, Calif., July 09, 2024 - VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow st

Equity Purchase Commitment Note dated July 2, 2024 by and between VSee Health, Inc. and an institutional and accredited investor (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on July 9, 2024).

Exhibit 10.2 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Num

Amendment to Quantum Note dated as of July 3, 2024 by and between VSee Health, Inc. and the Quantum Investor (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on July 9, 2024).

Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE, dated as of July 3, 2024 (the "Amendment"), is entered into by VSee Health, Inc. (f/k/a Digital Health Acquisition Corp.), a Delaware corporation (“Borrower”) in favor of Quantum Assets SPV LLC, a Florida limited liability company (“Lender”). Borrower and Lender are referred to herein collectively

Code of Ethics and Conduct of VSee Health, Inc.

Exhibit 14.1 CODE OF ETHICS AND CONDUCT OF VSEE HEALTH, INC. 1. Introduction. 1.1            The Board of Directors of VSee Health, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Conduct (the “Code”) in order to:   (a)            promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;   (b)           

US2538931195 / Digital Health Acquisition Corp. / Dominion Capital L.L.C. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VSee Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92919Y102 (CUSIP Number) June 24, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

US2538931195 / Digital Health Acquisition Corp. / Sands Lawrence M. - SC 13D Activist Investment

SC 13D 1 tm2418672d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VSEE HEALTH, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92919Y102 (CUSIP Number) Lawrence Sands c/o VSEE HEALTH, INC. 980 N. Federal Highway, #304 Boca Raton, FL 3343

US2538931195 / Digital Health Acquisition Corp. / Aisiku Imoigele - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VSEE HEALTH, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92919Y102 (CUSIP Number) Imoigele P. Aisiku, Co-Chief Executive Officer VSEE HEALTH, INC. 980 N. Federal Highway, #304 Boca Raton, FL 33432 561 672

US2538931195 / Digital Health Acquisition Corp. / CHEN MILTON - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VSEE HEALTH, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92919Y102 (CUSIP Number) Milton Chen, Co-Chief Executive Officer VSEE HEALTH, INC. 980 N. Federal Highway, #304 Boca Raton, FL 33432 561 672 7068 (

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Vsee Health, Inc ((formerly known as Digital Healthcare Acquisition Corp.) (“DHAC”)) (“VSee”, the “Company” or the “Combined Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactio

Indemnification Agreements, dated June 24, 2024, by and between VSee Health, Inc. and each of the officers and directors (incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 24, 2024, by and between VSee Health, Inc. f/k/a Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Quantum Note dated as of June 25, 2024 by and between VSee Health, Inc. and the Quantum Investor (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.5 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDOC

Exhibit 99.5 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDOC The following discussion and analysis provide information that iDoc’s management believes is relevant to an assessment and understanding of the results of operations and financial condition of iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) (for purposes of this section, collectively referre

Form of Exchange Lock-Up Agreement entered with directors and officers of VSee Health, Inc. on June 24, 2024 (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.3 VSEE HEALTH, INC. 980 N. Federal Hwy. #304 Boca Raton, FL 33432 LOCK-UP AGREEMENT June 24, 2024 Dominion Capital LLC 256 W 38th St 15th Floor New York, NY 10018 Re: Exchange Agreement, dated as of the date hereof, between VSee Health, Inc. f/k/a Digital Health Acquisition Corp., (the “Company”), VSee Lab, Inc. (“VSee”) and iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) and each of t

Exchange Note dated as of June 24, 2024 by and between VSee Health, Inc. and the Bridge Investor (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.1 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

Exchange Registration Rights Agreement dated as of June 24, 2024 by and between VSee Health, Inc. and the Bridge Investor (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on June 28, 2024).

  Exhibit 10.2   REGISTRATION RIGHTS AGREEMENT   This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2024, by and among by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the holders identified on the signature pages hereto (each a “Purcha

Second Amended and Restated Certificate of Incorporation of VSee Health, Inc. (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 3.1    Delaware Page 1 The First State     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “DIGITAL HEALTH ACQUISITION CORP.”, CHANGING ITS NAME FROM “DIGITAL HEALTH ACQUISITION CORP.” TO “VSEE HEALTH, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JUNE, A. D. 2024, AT 8:04

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commission File Nu

VSee Lab, Inc. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 VSEE LAB, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 VSee Lab, Inc. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 VSEE LAB, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed Financial Statements Condensed Consolidated Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023 F-1 Condensed Con

iDoc Virtual Telehealth Solutions, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 INDEX TO UNAUD

Exhibit 99.2 iDoc Virtual Telehealth Solutions, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets at Mar

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Registrant Name Percentage Ownership State or Country of Organization VSee Lab, Inc. 100% Delaware iDoc Virtual Telehealth Solutions, Inc. 100% Texas This American Doc, Inc. 100% Delaware iDoc Virtual Neuro Critical Care, LLC 100% Georgia iDoc Virtual Telehealth Texas, LLC 100% Texas iDoc Telehealth Solutions New Hampshire, LLC 100% New Hampshire Encompass Healthcare B

Amended and Restated Security Agreement dated June 24, 2024 by and among the Bridge Investor, VSee Health, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc. and grantors under the signature page thereof (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.4 AMENDED AND RESTATED security agreement This Amended and Restated Security Agreement (this “Agreement”), dated as of June 24, 2024, is entered into by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware corporation (“VSEE”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and to

Letter from Accell Audit & Compliance, PA dated June 28, 2024 to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 filed with the Form 8-K filed by the Registrant on June 28, 2024)

Exhibit 16.1 June 28, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.) under Item 4.01 of its Form 8-K dated June 28, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other

Quantum Registration Rights Agreement dated as of June 25, 2024 by and between VSee Health, Inc. and the Quantum Investor (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 25, 2024 is made by and between QUANTUM ASSETS SPV LLC, a Florida limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a company incorporated under the laws of the state of Delaware (the “Company”). For purposes of this Agreement, references to the “Company

Certificate of Designation of Series A Convertible Preferred Stock of VSee Health, Inc. (incorporated by reference to Exhibit 3.2 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “VSEE HEALTH, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JUNE, A.D. 2024, AT 8:17 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 5737553 8100 Authentica

Amended and Restated Bylaws of VSee Health, Inc. (incorporated by reference to Exhibit 3.3 filed with the Form 8-K filed by the Registrant on June 28, 2024).

Exhibit 3.3 Form of AMENDED AND RESTATED BYLAWS OF VSEE HEALTH, INC. Article I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business to be Brought Before a Meeting 7 1.12 Conduct of Meetings 1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE

Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE The following discussion and analysis provide information that VSee’s management believes is relevant to an assessment and understanding of the results of operations and financial condition of VSee Lab, Inc. (“VSee” and for purposes of this section only, referred to as the “Company”, “we,” “u

Digital Health Acquisition Corp. Announce Closing of Business Combination Transaction Company renamed VSee Health, Inc. Shares to trade on Nasdaq under the ticker “VSEE” on June 25, 2024

Exhibit 99.6 Digital Health Acquisition Corp. Announce Closing of Business Combination Transaction Company renamed VSee Health, Inc. Shares to trade on Nasdaq under the ticker “VSEE” on June 25, 2024 BOCA RATON, Fla., June 24, 2024 –Digital Health Acquisition Corp. (Nasdaq: DHAC), a Special Purpose Acquisition Company (SPAC), today announced the closing of its previously announced business combina

Other Events, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 2024 Date of Report (Date of earliest event reported) Digital Health Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIG

PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-268184 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 June 7, 2024. The Board of Directors has determined to convene and c

DIGITAL HEALTH ACQUISITION CORP. 980 N Federal Hwy #304 Boca Raton, FL 33432

DIGITAL HEALTH ACQUISITION CORP. 980 N Federal Hwy #304 Boca Raton, FL 33432 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Digital Health Acquisition Corp. Registration Statement on Form S-4, as amended (File No. 333-268184) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: Digital

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] May 9, 2024 Client-Matter: 65537-032 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley Re: Digital Health Acquisition Corp. Amendment No. 8 to Registration Statemen

As filed with the Securities and Exchange Commission on May 8, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 8, 2024 Registration No.

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] May 8, 2024 Client-Matter: 65537-032 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley Re: Digital Health Acquisition Corp. Amendment No. 6 to Registration Statemen

Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commi

Form of Escrow Agreement by and among VSee Health, Inc. (f/k/a Digital Health Acquisition Corp.), and each of VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc, and Continental Stock Transfer & Trust Company, LLC. (incorporated by reference to Exhibit 10.20 filed with the Form S-4 filed by the Registrant on May 9, 2024)

Exhibit 10.20 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT (“Agreement”) is made and entered into as of [], 2024, by and among DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (“Parent”), VSEE LAB, INC., a Delaware Corporation (“VSee”), MILTON CHEN, an individual (the “VSee Company Representative”), IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC., a Texas corporation, IMOIGELE AISIKU, an ind

As filed with the Securities and Exchange Commission on April 24, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 24, 2024 Registration No.

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] April 24, 2024 Client-Matter: 65537-032 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley Re: Digital Health Acquisition Corp. Amendment No. 6 to Registration State

Second Amendment to the Third Amended and Restated Business Combination Agreement, dated as of April 17, 2024, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (included as Annex A to the proxy statement/prospectus/consent solicitation)

Exhibit 2.3 DIGITAL HEALTH ACQUISITION CORP. Second AMENDMENT AND WAIVER This Second Amendment and Waiver (this “Second Amendment”) is made effective as of April 17, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each,

Second Amendment to the Third Amended and Restated Business Combination Agreement, dated as of April 17, 2024, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on April 18, 2024).

Exhibit 2.1 DIGITAL HEALTH ACQUISITION CORP. Second AMENDMENT AND WAIVER This Second Amendment and Waiver (this “Second Amendment”) is made effective as of April 17, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each,

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 Digital Health Acq

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Co

Letter Agreement dated April 17, 2024 to the Extension Securities Purchase Agreement and Extension Note dated May 3, 2023 (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on April 18, 2024).

Exhibit 10.2 April 17, 2024 Re: Amendment to May 2023 Securities Purchase Agreement and Promissory Notes Dear Sir: Reference is made to (i) the Securities Purchase Agreement dated as of May 5, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and [N

Letter Agreement dated April 17, 2024 to the Promissory Note dated November 21, 2023 and January 25, 2024 issued by Digital Health Acquisition Corp. to the Bridge Investor (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 18, 2024).

Exhibit 10.1 April 17, 2024 Re: Amendment to Notes Dear Sirs: Reference is made to (i) the Securities Purchase Agreement dated as of October 5, 2022 (as amended by the Letter Agreement dated as of November 21, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between Digital Health Acquisition Corp., a Delaware corporation (the “

Description of Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, Digital Health Acquisition Corp. (the “Company,” “we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (th

Clawback Policy

Exhibit 97.1 DIGITAL HEALTH ACQUISITION CORP. CLAWBACK POLICY Introduction In accordance with the applicable rules of and the listing standards of the national securities exchange on which the Company's securities are listed, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10D-1 of the Exchange Act (“Rule 10D-1”), the Board of Directors (the “Board”) of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001 - 41015 DIGITAL HEA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 253893101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

DHAC / Digital Health Acquisition Corp. / Ayrton Capital LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* DIGITAL HEALTH ACQUISITION CORP. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 253893101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation)

Side Letter dated January 22, 2024 to the Registration Rights Agreement dated October 5, 2022 by and among Digital Health Acquisition Corp. and the Bridge Investor (incorporated by reference to Exhibit 10.49 filed with the Form S-4 filed by the Registrant on May 9, 2024).

Exhibit 10.49 As of January 22, 2024 [INVESTOR] [ADDRESS] Re: Amendment to Notes and Registration Rights Agreement Dear Sirs: Reference is made to (i) the Securities Purchase Agreement dated as of October 5, 2022 (as amended by the Letter Agreement dated as of November 21, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between

First Amendment to the Third Amended and Restated Business Combination Agreement, dated as of February 13, 2024, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on February 13, 2024).

Exhibit 2.1 DIGITAL HEALTH ACQUISITION CORP. FIRST AMENDMENT AND WAIVER This First Amendment and Waiver (this “Amendment”) is made effective as of February 13, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each, a “Par

Form of Amended and Restated Conversion Securities Purchase Agreement with Tidewater for Shares of Common Stock in Digital Health Acquisition Corp. (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on February 13, 2024).

Exhibit 10.2 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2024, is by and among iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (‘iDoc”), Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and Tidewater Ventures, LLC (“Tidewater”, together with iDoc and the C

SEC Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Digital Health Acquisition Corp.

Form of Amended and Restated Conversion Securities Purchase Agreement with the Bridge Investor for Shares of Common Stock in Digital Health Acquisition Corp. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on February 13, 2024).

Exhibit 10.1 amended and restated SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2024, is by and among [iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”),/VSee Lab, Inc., a Delaware corporation (“VSee”)], Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and [INVESTOR], a C

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] February 13, 2024 Client-Matter: 65537-032 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley Re: Digital Health Acquisition Corp. Amendment No. 5 to Registration St

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

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 13, 2024 Registration No.

DHAC / Digital Health Acquisition Corp. / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d774141dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Digital Health Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 253893101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat

Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2024 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

As filed with the Securities and Exchange Commission on January 23, 2024

Table of Contents As filed with the Securities and Exchange Commission on January 23, 2024 Registration No.

Side Letter dated January 22, 2024 to the Registration Rights Agreement dated October 5, 2022 by and among Digital Health Acquisition Corp. and the Bridge Investor.

Exhibit 10.49 As of January 22, 2024 [Investor] [Address] Re: Amendment to Notes and Registration Rights Agreement Dear Sirs: Reference is made to (i) the Securities Purchase Agreement dated as of October 5, 2022 (as amended by the Letter Agreement dated as of November 21, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between

SEC Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Digital Health Acquisition Corp.

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] January 23, 2024 Client-Matter: 65537-032 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Jordan Nimitz; Abby Adams Re: Digital Health Acquisition Corp. Amendment No. 4 to Registration Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DIGITAL HEALTH ACQUISITION CORP. (Name of Regist

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2023 Date of Report (Date of earliest event reported) Digital Health Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

Form of Certificate of Designation of Series A Convertible Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF VSEE HEALTH, INC. (f/k/a Digital Health Acquisition Corp.) I, [], hereby certify that I am the [] and [] of VSEE HEALTH, INC. (f/k/a Digital Health Acquisition Corp.) (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pur

Form of Bridge Exchange Lock-Up Agreement (incorporated by reference to Exhibit 10.8 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.8 Letterhead of Digital Health Acquisition Corp. LOCK-UP AGREEMENT [*], 202[*] [INVESTOR] [ADDRESS] Re: Exchange Agreement, dated as of the date hereof, between Digital Health Acquisition Corp., (the “Company”), VSee Lab, Inc. (“VSee”) and iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) and each of the holders signatory thereto (the “Exchange Agreement”). Ladies and Gentlemen: Referenc

Form of Conversion Securities Purchase Agreement for Shares of iDoc/VSee Class B Common Stock and for Shares of Common Stock in Digital Health Acquisition Corp. (incorporated by reference to Exhibit 10.11 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.11 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2023, is by and among [iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (‘iDoc”),/VSee Lab, Inc., a Delaware corporation (“VSee”)] Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and [INVESTOR], a Connecticut limited liability company (“[IN

First Amendment to Securities Purchase Agreement, dated November 21, 2023, by and between Digital Health Acquisition Corp. and A.G.P. / Alliance Global Partners (incorporated by reference to Exhibit 10.9 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.9 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT BETWEEN DHAC AND A.G.P. This Amendment No. 1 (this “Amendment”), dated as of November 21, 2023 to Securities Purchase Agreement (as defined below) is made by and between Digital Health Acquisition Corp. (the “Company”) and A.G.P./Alliance Global Partners ( “A.G.P.”). All terms used but not defined herein shall have the meanings assigned

Form of Conversion Securities Purchase Agreement for Shares of Series A Preferred Stock in Digital Health Acquisition Corp. (incorporated by reference to Exhibit 10.10 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2023, is by and between Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and [], [] (“[]”). RECITALS A. The Company and [] are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2

Form of Exchange Agreement, dated as of November 21, 2023, by and among Digital Health Acquisition Corp., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc., and the Bridge Investor (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.5 EXECUTION COPY EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Compan

Form of Quantum Note (incorporated by reference to Exhibit 10.13 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.13 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

Form of Equity Purchase Agreement, dated as of November 21, 2023, by and between Digital Health Acquisition Corp., and an institutional and accredited investor (incorporated by reference to Exhibit 10.15 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.15 EQUITY PURCHASE AGREEMENT EXECUTION COPY THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 21, 2023 is made by and between [INVESTOR]., a Connecticut limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained here

Convertible Note Purchase Agreement, dated as of November 21, 2023, by and between Digital Health Acquisition Corp., and the Quantum Investor (incorporated by reference to Exhibit 10.12 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.12 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE Note Purchase Agreement (this “Agreement”) is made as of November 21, 2023 (the “Effective Date”) by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Quantum Assets SPV LLC, a Delaware limited liability company (the ”Investor” together with the Company the “Parties”) RECITALS A. The Parties

Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023, by and among Digital Health Acquisition Corp., Milton Chen, Imoigele Aisiku, and certain stockholders of VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.1 THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT This THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 21, 2023, by and among Digital Health Acquisition Corp., a Delaware corporation (“Digital Health”), Milton Chen (“Chen”), Dr. Imoigele Aisiku (“Aisiku”), and the undersigned parties listed under Stockholders on the sig

Form of Bridge Exchange Registration Rights Agreement (incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [*], 202[*], by and among by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the holders identified on the signature pages hereto (each a “Purchaser”). T

Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, by and among Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on November 22, 2023).

Exhibit 2.1 THIRD AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG DIGITAL HEALTH ACQUISITION CORP., DHAC MERGER SUB I, INC., DHAC MERGER SUB II, INC., VSEE LAB, INC., AND IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. DATED AS OF NOVEMBER 21, 2023 1 Table of Contents Page Article 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Article 2 MERGER 29 Section 2.1 Closing Transactions 29 Sec

Form of Additional Bridge Notes (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.4 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

Form of Exchange Note (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.6 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

Form of Equity Purchase Commitment Note (incorporated by reference to Exhibit 10.16 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.16 NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

Form of Quantum Registration Rights Agreement (incorporated by reference to Exhibit 10.14 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [] is made by and between QUANTUM ASSETS SPV LLC, a Delaware limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a company incorporated under the laws of the state of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shall a

Form of Letter Agreement, dated as of November 21, 2023, by and among Digital Health Acquisition Corp., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc., and the Bridge Investor (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.3 Digital Health Acquisition Corp. 980 N Federal Hwy, #304 Boca Raton, FL, 33432 November 21, 2023 [INVESTOR] [ADDRESS] Re: Amendment to Securities Purchase Agreement for Additional Notes Dear Sirs: Reference is made to (i) the Securities Purchase Agreement dated as of October 5, 2022 ( as amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”),

Second Amendment to Leak-Out Agreement, dated November 21, 2023, by and between DHAC and certain stockholders of VSee Lab, Inc. (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on November 21, 2023).

Exhibit 10.2 SECOND AMENDMENT TO LEAK-OUT AGREEMENT This SECOND AMENDMENT TO LEAK-OUT AGREEMENT, dated November 21, 2023 (this “Amendment”) is entered into by and between DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”) and SALESFORCE, INC. (the “Holder”). Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Leak-Out Agreement, d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 253893101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certificate of Amendment of Certificate of Incorporation of Digital Health Acquisition Corp. dated November 6, 2023 (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on November 13, 2023).

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIGITAL HEALTH ACQUISITION CORP. (a Delaware Corporation) Digital Health Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Digital Health Acquisition Corp.” The original certificate of

Second Amendment to Investment Management Trust Agreement, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on November 6, 2023)

Exhibit 10.1 SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Second Amendment”), dated as of November 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Digital Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein s

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2023 Date of Report (Date of earliest event reported) Digital Health Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (C

Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

Digital Health Acquisition Corp. Announces Listing Transfer to the Nasdaq Capital Market

Exhibit 99.1 Digital Health Acquisition Corp. Announces Listing Transfer to the Nasdaq Capital Market Boca Raton, FL, October 27, 2023 (GLOBE NEWSWIRE) - Digital Health Acquisition Corp. (the “Company” or “Digital Health”) (NASDAQ: DHAC), announced today that it received approval from the Nasdaq Stock Market (“Nasdaq”) to transfer the listing of its securities (including the common stock, units, a

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Digital Health Acquisition Corp. filed on September 8, 2023 (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on September 11, 2023).

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIGITAL HEALTH ACQUISITION CORP. Digital Health Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Digital Health Acquisition Corp.” The original certif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 253893101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 Digital Health Acq

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Co

Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination Boca Raton, FL, August 1, 2023 - Digital Health Acquisition Corp. (the “Company” or “Digital Health”) (NASDAQ: DHAC), announces that on July 31, 2023 the Company extended the date by which the Company must consummate an initial business combination (the “Deadline Date”) for an add

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 Digital Health Acqu

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Com

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Comm

As filed with the Securities and Exchange Commission on May 22, 2023

Table of Contents As filed with the Securities and Exchange Commission on May 22, 2023 Registration No.

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

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 15, 2023 Registration No.

CONSENT OF CASSEL SALPETER & CO., LLC

Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Digital Health Acquisition Corp. 980 N. Federal Highway, Suite 304 Boca Raton, FL 33432 Attention: Board of Directors RE: Proxy Statement / Prospectus / Consent Solicitation of Digital Health Acquisition Corp. (“DHAC”), which forms part of the Registration Statement on Form S-4 of DHAC, as amended (the “Registration Statement”). Members of the Boa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015 DIG

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] May 15, 2023 Client-Matter: 65537-030 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Jordan Nimitz; Abby Adams Re: Digital Health Acquisition Corp. Amendment No. 2 to Registration Statement

Form of Securities Purchase Agreement, dated as of May 5, 2023, by and among Digital Health Acquisition Corp. and the investor named therein (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on May 8, 2023).

  Exhibit 10.1    SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2023, by and between Digital Health Acquisition Corp., a Delaware Corporation (“DHAC”) and [HOLDER] (the “Holder”).   WHEREAS, DHAC, VSee, and iDoc needs working capital and is seeking bridge financing in connection with consummation of a proposed business combination in ac

Subsidiary Guaranty, dated as of May 5, 2023 by and among Digital Health Acquisition Corp., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc., the subsidiaries named therein and the investor named therein (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 10.5 GUARANTY This Guaranty (this “Guaranty”), dated as of May 5, 2023, by VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with VSee, and including their respective successors and permitted assigns, collectively, the “Guarantors”), in favor of [HOLDER] (the “Holder”) of the Promissory Note due May 5, 202

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 Digital Health Acquis

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commi

Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination Boca Raton, FL, May 8, 2023 - Digital Health Acquisition Corp. (the "Company" or "Digital Health") (NASDAQ: DHAC), today announced that the Company has extended the date by which the Company must consummate an initial business combination for an additional three months from May 8,

Promissory Note, dated as of May 5, 2023 issued to SCS Capital partners LLC (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 10.6 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IT MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN

Promissory Note, dated as of May 5, 2023 issued to the investor named therein (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IT MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN

Registration Rights Agreement, dated as of May 5, 2023, by and among Digital Health Acquisition Corp. and the Holder (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5, 2023, by and between Digital Health Acquisition Corp., a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the purchasers identified on the signature pages hereto (“Purchaser”). This Agreement is made pursuant to the Secur

Warrant, dated as of May 5, 2023 in favor the investor named therein (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 10.3 WARRANT NO. [] NONE OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUAN

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 Digital Health Acquis

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Commi

Consent of Cassel Salpeter & Co, LLC

Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Digital Health Acquisition Corp. 980 N. Federal Highway, Suite 304 Boca Raton, FL 33432 Attention: Board of Directors RE: Proxy Statement / Prospectus / Consent Solicitation of Digital Health Acquisition Corp. (“DHAC”), which forms part of Amendment No. 2 to the Registration Statement on Form S-4 of DHAC (the “Registration Statement”). Members of

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Wash

Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] April 14, 2023 Client-Matter: 65537-030 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Jordan Nimitz; Abby Adams Re: Digital Health Acquisition Corp. Amendment No. 1 to Registration Statemen

Form of Backstop Lock-Up Agreement.

Exhibit 10.33 FORM OF SPONSOR LOCK-UP AGREEMENT DIGITAL HEALTH ACQUISITION CORP. , 2023 [Transfer Agent] [Address] Attention: Re: VSee Health, Inc. (f/k/a Digital Health Acquisition Corp.) - Lock-Up Agreement Dear Sirs: This Lock-Up Agreement is being delivered to you in connection with (a) that certain Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”), dated as of Octo

As filed with the Securities and Exchange Commission on April 14, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.

Form of Warrant in favor of certain PIPE investors.

Exhibit 10.20 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRA

Form of Preliminary Proxy Card for Special Meeting.

Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DIGITAL HEALTH ACQUISITION CORP. DIGITAL HEALTH ACQUISITION CORP. 980 N FEDERAL HWY #304 BOCA RATON, FL 33432 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V03838-S62796 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Withhold For Again

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 Digital Health Acq

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Co

First Amendment to Backstop Agreement, dated April 11, 2023, by and between Digital Health Acquisition Corp., and Digital Health Sponsor LLC (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on April 12, 2023).

Exhibit 10.2 FIRST AMENDMENT TO BACKSTOP AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 11, 2023, to Backstop Agreement (as defined below) is made by and between Digital Health Acquisition Corp. (the “Company”) and Digital Health Sponsor LLC (“Sponsor”). All terms used but not defined herein shall have the meanings assigned to them in the Backstop Agreement. WHEREAS, the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001 - 41015 DIGITAL HEA

Form of Amendment No. 1 to Amended and Restated Securities Purchase Agreement, dated as of April 11, 2023, by and between Digital Health Acquisition Corp. and certain PIPE investors named therein (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 12, 2023).

Exhibit 10.1 FORM OF AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amendment No. 1, dated as of April 11, 2023 (this “Amendment”), to that certain Amended and Restated Securities Purchase Agreement, dated as of October 6, 2022, (the “Purchase Agreement”), by and between Digital Health Acquisition Corp. (the “Company”) and the investors listed on the Schedule of Buyers

Description of Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K, Digital Health Acquisition Corp. (the “Company,” “we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (th

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-41015 CUSIP NUMBER: 253893101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

DHAC / Digital Health Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Digital Health Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 253893101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C

DHAC / Digital Health Acquisition Corp / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Digital Health Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 253893101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share, of Digital Health Acquisition Corp. (this “Agreement”), is being filed, and

DHAC / Digital Health Acquisition Corp / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Digital Health Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 253893101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

EX-99.1 2 tm235317d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Digital Health Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination Boca Raton, FL, February 2, 2023 - Digital Health Acquisition Corp. (the “Company” or “Digital Health”) (NASDAQ: DHAC), today announces that the Company has extended the date by which the Company must consummate an initial business combi

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

As filed with the Securities and Exchange Commission on January 19, 2023

Table of Contents As filed with the Securities and Exchange Commission on January 19, 2023 Registration No.

Backstop Agreement dated January 18, 2023 by and between Digital Health Acquisition Corp., and Digital Health Sponsor LLC (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 19, 2023).

Exhibit 10.1 BACKSTOP AGREEMENT This Backstop Agreement (the “Agreement”) is made as of January 18, 2023 by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Digital Health Sponsor LLC, a Delaware limited liability company (“Sponsor”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof. WHEREAS, the Company se

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Thomas J. Poletti Manatt, Phelps & Phillips, LLP Direct Dial: (714) 371-2501 [email protected] January 19, 2023 Client-Matter: 65537-030 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attention: Julie Sherman; Jeanne Baker; Jordan Nimitz; Abby Adams Re: Digital Health Acquisition Corp. Registration Statement on Form S-4 Fil

Entry into a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2023 Digital Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41015 86-2970927 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41015

Consent of Milton Chen as designee to the Combined Company’s board of directors.

Exhibit 99.5 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS/CONSENT SOLICITATION November 4, 2022 Digital Health Acquisition Corp. 980 N Federal Hwy #304 Boca Raton, FL 33432 Digital Health Acquisition Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connecti

Consent of Scott Metzger as designee to the Combined Company’s board of directors.

Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS/CONSENT SOLICITATION November 4, 2022 Digital Health Acquisition Corp. 980 N Federal Hwy #304 Boca Raton, FL 33432 Digital Health Acquisition Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connecti

Consent of Colin O’Sullivan as designee to the Combined Company’s board of directors.

Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS/CONSENT SOLICITATION November 4, 2022 Digital Health Acquisition Corp. 980 N Federal Hwy #304 Boca Raton, FL 33432 Digital Health Acquisition Corp. (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connecti