---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-120488"
form_type: "8-K"
ticker: "VSEE"
cik: "0001864531"
company_name: "VSEE HEALTH, INC."
filed_at: "2023-11-22T23:59:59+00:00"
generated_at: "2026-06-07T22:22:11.943341+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Digital Health Acquisition Corp. amends business combination with VSee and iDoc, secures $3M note and $50M equity line

## Summary
- Third Amended and Restated Business Combination Agreement signed Nov 21, 2023, replacing prior agreement between DHAC, VSee, and iDoc.
- Additional bridge financing: $166,667 in convertible notes (10% OID, 8% interest, convertible at $10/share) and Exchange Note of $2,523,744.29.
- Quantum Financing: $3,000,000 convertible note (7% OID, 12% interest, conversion price $10 or 85% of VWAP, floor $2).
- Equity Purchase Agreement: up to $50,000,000 of common stock over 36 months; $500,000 commitment fee note convertible at $10/share.
- Debt conversion transactions: certain DHAC, VSee, and iDoc indebtedness converted into Series A Preferred Stock at closing.

## SEC filing metadata
- accession: 0001104659-23-120488
- form_type: 8-K
- ticker: VSEE
- cik: 0001864531
- company_name: VSEE HEALTH, INC.
- filed_at: 2023-11-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/0001104659-23-120488-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/tm2331127d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-120488
- JSON: https://secwatch.observer/filing/0001104659-23-120488.json
- Plain text: https://secwatch.observer/filing/0001104659-23-120488.txt

## Key facts
- Material Agreements
  VSEE HEALTH, INC. amended Third Amended and Restated Transaction Support Agreement with Digital Health Acquisition Corp., Milton Chen, Dr. Imoigele Aisiku, and certain other stockholders of VSee and iDoc (effective 2023-11-21).
  - Action: amendment
  - Counterparty: Digital Health Acquisition Corp., Milton Chen, Dr. Imoigele Aisiku, and certain other stockholders of VSee and iDoc
  - Effective: 2023-11-21
  source text: entered into a Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023 (the “Transaction Support Agreement”) which amended and restated the Second Amended and Restated Transaction Support Agreement executed on October 6, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/0001104659-23-120488-index.htm
- Material Agreements
  VSEE HEALTH, INC. amended Second Amendment to Leak-Out Agreement with DHAC.
  - Action: amendment
  - Counterparty: DHAC
  source text: DHAC executed a second amendment to leak-out agreement (the “Second Amendment to Leak-Out Agreement”), pursuant to which the signing stockholder agreed to fulfil its obligations under the Leak-Out Agreement dated August 9, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/0001104659-23-120488-index.htm
- Material Agreements
  VSEE HEALTH, INC. entered into Third Amended and Restated Business Combination Agreement with Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc. (effective 2023-11-21).
  - Action: entry
  - Agreement: merger
  - Counterparty: Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc.
  - Effective: 2023-11-21
  source text: On November 21, 2023, the parties to the Business Combination Agreement entered into the Third Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Second A &R Business Combination Agreement was amended and restated
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/0001104659-23-120488-index.htm
- Material Agreements
  VSEE HEALTH, INC. amended Bridge Letter Agreement with an institutional investor valued at aggregate principal amount of $166,667 (with a subscription amount of $150,000).
  - Action: amendment
  - Counterparty: an institutional investor
  - Value: aggregate principal amount of $166,667 (with a subscription amount of $150,000)
  source text: DHAC entered into a letter agreement to the Bridge SPA (the “Bridge Letter Agreement”), pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount convertible promissory notes in the aggregate principal amount of $166,667
  evidence_url: https://www.sec.gov/Archives/edgar/data/1864531/000110465923120488/0001104659-23-120488-index.htm

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