---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-114423"
form_type: "8-K"
ticker: "VSEE"
cik: "0001864531"
company_name: "VSEE HEALTH, INC."
filed_at: "2022-11-03T23:59:59+00:00"
generated_at: "2026-06-22T09:55:15.485401+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# DHAC amends BCA to remove $10M cash condition; issues Series B Preferred to satisfy $4.37M deferred underwriting fee

## Summary
- First Amendment removes condition that aggregate transaction proceeds ≥ $10M for business combination with VSee/iDoc.
- Company issues 4,370 Series B Preferred shares at $1,000/share to A.G.P. via Securities Purchase Agreement.
- Series B Preferred convertible into common; A.G.P. has 12-month lock-up on shares.
- Amendments and purchase agreement executed Nov 3, 2022; closings contingent on business combination.

## SEC filing metadata
- accession: 0001104659-22-114423
- form_type: 8-K
- ticker: VSEE
- cik: 0001864531
- company_name: VSEE HEALTH, INC.
- filed_at: 2022-11-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1864531/000110465922114423/0001104659-22-114423-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1864531/000110465922114423/tm2222551d7_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-114423
- JSON: https://secwatch.observer/filing/0001104659-22-114423.json
- Plain text: https://secwatch.observer/filing/0001104659-22-114423.txt

## Key facts
- Material Agreements
  VSEE HEALTH, INC. amended First Amendment to Second Amended and Restated Business Combination Agreement (the "First Amendment") with Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (effective 2022-11-03).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc.
  - Effective: 2022-11-03
  source text: On November 3, 2022, the parties to the Business Combination Agreement entered into the First Amendment to Second Amended and Restated Business Combination Agreement (the “First Amendment”), pursuant to which the Business Combination Agreement was amended to, among other things, delete a condition precedent to the consummation of the transactions contemplated by the Business Combination Agreement that the aggregate cash proceeds available after the completion of the transactions equal or exceed the amount of $10,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465922114423/0001104659-22-114423-index.htm
- Material Agreements
  VSEE HEALTH, INC. entered into Securities Purchase Agreement (the "Purchase Agreement") with A.G.P./Alliance Global Partners (the "Representative") (effective 2022-11-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: A.G.P./Alliance Global Partners (the "Representative")
  - Effective: 2022-11-03
  source text: On November 3, 2022, the Company and A.G.P./Alliance Global Partners (the “Representative”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company will issue 4,370 shares (the “Series B Shares”) of its Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at a per share price of $1,000 to the Representative upon the closing of the transactions contemplated by the Business Combination Agreement in full satisfaction of the Representative’s $4,370,000 deferred underwriting fee payable by the Company to the Representative pursuant to the Underwriting Agreement, dated November 3, 2021, between the Company and the Representative.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465922114423/0001104659-22-114423-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.