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

Registration No. 333-268184

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 7

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIGITAL HEALTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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Digital Health Acquisition Corp.

980 N Federal Hwy #304

Boca Raton, FL 33432

Tel: (561) 672-7068

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott Wolf

Chief Executive Officer

Digital Health Acquisition Corp.

980 N Federal Hwy #304

Boca Raton, FL 33432

Tel: (561) 672-7068

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus/consent solicitation have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION SUBJECT TO COMPLETION, DATED APRIL 24, 2024

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 May [•], 2024. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at www.virtualshareholdermeeting.com/DHAC2024SM. Stockholders will NOT be able to attend the Meeting in-person. This proxy statement/prospectus/consent solicitation includes instructions on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

DHAC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of DHAC common stock will be asked to approve, among other things, the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, as amended by the first amendment (the “First Amendment”) dated February 13, 2024 and the second amendment (the “Second Amendment”) dated April 17, 2024 to the Third Amended and Restated Business Combination Agreement (as amended, the “Business Combination Agreement”), by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”), and the other related proposals.

Upon the closing (the “Closing”) of the transactions contemplated in the Business Combination Agreement, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. In addition, in connection with the consummation of the Business Combination, DHAC will be renamed “VSee Health, Inc.” The transactions contemplated under the Business Combination Agreement relating to the Business Combination are referred to in this proxy statement/prospectus/consent solicitation as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus/consent solicitation as the “Company” or the “Combined Company.” The closing and closing date of the Business Combination are referred to as the “Closing” and the “Closing Date,” respectively.

As a result of and upon the Closing, pursuant to the terms of the Business Combination Agreement, all of the outstanding capital stock of each of VSee and iDoc (excluding shares of the holders of which perfect rights of appraisal under Delaware and Texas law, as applicable) will be cancelled in exchange for the right to receive shares of DHAC common stock. The shares of DHAC common stock to be received by VSee and iDoc shareholders will be allocated pro rata, with each VSee and iDoc stockholder receiving a number of shares of DHAC common stock determined in accordance with the terms of the Business Combination Agreement and as described herein. All VSee options that are outstanding prior to the effective time of the merger will be terminated. At the Effective Time, DHAC will issue options exercisable for shares of DHAC common stock to certain VSee employees. The aggregate merger consideration that VSee stockholders (excluding certain lenders who will become stockholders of VSee immediately prior to the Effective Time as described herein) will receive is an amount equal to $60,500,000, less the value of the options granted to VSee employees at the Effective Time and VSee transaction expenses. The aggregate merger consideration that iDoc stockholders (excluding certain lenders who will become stockholders of iDoc immediately prior to the Effective Time as described herein) will receive is an amount equal to $49,500,000 less iDoc transaction expenses. The estimated net cash per share of DHAC common stock that is being contributed by DHAC to the Combined Company is less than the $10.00 per share ascribed to such shares in the Business Combination Agreement or the amount per share that holders of DHAC common stock would be entitled to receive upon exercise of their redemption rights, as described in the accompanying proxy statement/prospectus.

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Concurrently with or prior to the execution of the Business Combination Agreement, DHAC, VSee and iDoc collectively or respectively entered into the following transactions as described further below.

Bridge Financing and Exchange

On October 5, 2022, DHAC, VSee and iDoc entered into a securities purchase agreement (the “Original Bridge SPA”) with Dominion Capital LLC (the “Bridge Investor”), who is also an investor in our Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 (collectively the “Bridge Notes” and individually, the “DHAC Bridge Notes,” “VSee Bridge Notes” and “iDoc Bridge Notes” when referring to Bridge Notes issued to DHAC, VSee, and iDoc, respectively) in the respective principal amount of $888,888.80, $666,666.60 and $666,666.60 for an aggregate principal amount of $2,222,222. The Bridge Notes bear guaranteed interest at a rate of 10.00% per annum and are convertible into shares of DHAC common stock under certain conditions described below. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments (the “Bridge Warrants”) and (ii) 30,000 shares of DHAC common stock. In connection with the Original Bridge SPA, DHAC entered into a Registration Rights Agreement with the Bridge Investor, dated October 5, 2022, and as amended further on January 22, 2024 (the “Bridge RRA”), which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Bridge Notes, the Additional Bridge Notes (as defined below), and the Bridge Warrants and the 30,000 commitment shares. None of the shares underlying the Bridge Notes and the Additional Bridge Notes, the shares underlying the Bridge Warrants or the aforementioned 30,000 commitment shares are being registered pursuant to this Registration Statement.

On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement (the “Bridge Amendment” and together with the Original Bridge SPA, the “Bridge SPA”) amending the Original Bridge SPA, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased on January 25, 2024, which will mature on July 25, 2025 (the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. The conversion price of the Additional Bridge Notes is subject to reset if DHAC’s common stock trades below $10.00 on the 10^th business day after the conversion shares are registered or may otherwise be freely resold, and every 90^th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the DHAC common stock in the 10 trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. In addition, on April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a letter agreement, which amended the business combination timelines in the Additional Bridge Notes.

On November 21, 2023, DHAC, VSee and iDoc entered into an exchange agreement (the “Exchange Agreement”) with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of common stock of the Combined Company at a fixed conversion price of $10 per share. The conversion price of the Exchange Note is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of DHAC’s common stock in the 10th trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Exchange Note requires the payment of 110% of the outstanding obligations. If an event of default occurs, the Exchange Note would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations. The transactions contemplated by the Bridge SPA and the Exchange Agreement are referred to as the “Bridge Financing.”

Pursuant to the Exchange Agreement and the Conversion SPAs with the Bridge Investor, DHAC will enter into a registration rights agreement at the Closing, pursuant to which it will agree to register (i) the shares of DHAC common stock underlying the Exchange Note; (ii) the shares of DHAC common stock issuable as interest or principal on the Exchange Note; (iii) the applicable Loan Conversion Common Shares; (iv) the shares of DHAC common stock issuable pursuant to any anti-dilution or any remedies provisions of the Exchange Note; and (v) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event.

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In connection with Exchange Agreement, the sponsor of DHAC and certain directors and officers of DHAC will each enter into a lock-up agreement in a form under the Exchange Agreement at the Closing, pursuant to which each will agree, from the date of the lock-up agreement until the 180 days after the Closing, subject to certain customary exceptions, to not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of DHAC common stock or securities convertible, exchangeable or exercisable into, shares of DHAC common stock beneficially owned, held or hereafter acquired by the person signing the lock-up agreement.

The Additional Bridge Notes and the Exchange Note would convert into an aggregate of (i) 270,375 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 540,749 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,351,872 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

Quantum Financing

On November 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 (the “Quantum Financing”). The Quantum Note will bear interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30^th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. Concurrently with the consummation of the transactions contemplated by the Quantum Purchase Agreement, the Company will enter into a registration rights agreement pursuant to which it will agree to register the shares of DHAC common stock underlying the Quantum Note.

The Quantum Investor is a Delaware LLC that is owned 33% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 33% by the Bridge Investor and 33% by M2B Funding Corp. This financial interest of SCS Capital Partners may mean that the Sponsor may be incentivized to complete the Business Combination with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow DHAC to wind up having failed to consummate a business combination and lose the Sponsor’s entire investment.

The Quantum Note would convert into an aggregate of (i) 300,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 600,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,500,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

A.G.P. Financing

DHAC executed a Securities Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) on November 3, 2022 and as amended on November 21, 2023 (the “A.G.P. Securities Purchase Agreement”)whereby A.G.P. subscribed for and will purchase, and DHAC will issue and sell, at the closing of the Business Combination, 4,370 shares (“A.G.P. Series A Shares”) of Series A Preferred Stock, par value $0.0001 per share, of the Combined Company (the “Series A Preferred Stock”) at a per share price of $1,000 (the “A.G.P. Financing”). A.G.P. will not receive deferred underwriting commissions of $4,370,000 which it has agreed to take as the A.G.P. Series A Shares. The Series A Preferred Stock is convertible at any time on or after the earlier of (i) 12 months from the date of issuance of the shares of Series A Preferred Stock and (ii) the date on which no shares of Series A Preferred Stock remain outstanding. The initial conversion price of the Series A Preferred Stock of $10 is subject to reset to an “Alternate Conversion Price,” which means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date, and (ii) the greater of (x) $10.00 (or (i) $5.00, after the later of (x) 90 days after issuance of the shares of Series A Preferred Stock or (y) the earlier of the date the shares underlying the shares of Series A Preferred Stock are eligible to be resold pursuant to Rule 144 or the date a resale registration statement is declared effective, or (ii) $2.00, after the earlier of (x) the date the VWAP of the Combined Company common stock

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trades at less than $5.00 for 10 consecutive trading days and (y) the first anniversary of issuance) and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) trading days with the lowest VWAP of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, divided by three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. Therefore, the A.G.P. Series A Shares would convert into an aggregate of (i) 437,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 874,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 2,185,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

Loan Conversions

On November 21, 2023, DHAC, VSee, and/or iDoc, as applicable, entered into various securities purchase agreements, certain of which were amended and restated on February 13, 2024 (as amended and restated, the “Conversion SPAs” and the transactions contemplated by the Conversion SPAs are referred to as the “Loan Conversions”) with various lenders of each of DHAC, VSee and iDoc, which include the Bridge Investor, pursuant to which (1) certain indebtedness owed by DHAC will be converted into Series A Preferred Stock at the Closing; (2) certain indebtedness owed by VSee will be converted into Series A Preferred Stock of the Combined Company at the Closing; (3) certain indebtedness owed by iDoc will be converted into Series A Preferred Stock of the Combined Company at the Closing (the shares of Series A Preferred Stock to be issued in consideration of the loan conversions described in the foregoing clauses (1)  – (3) are referred to as the “Loan Conversion Series A Shares” and together with the A.G.P. Series A Shares, the “Series A Shares”); (4) the $600,000 balance of the VSee Bridge Note and the $600,000 balance of the iDoc Bridge Note, which are not included in the Exchange Note will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing; and (5) certain indebtedness owed by iDoc to Tidewater will be assumed by the Combined Company and converted into Combined Company common stock following the Closing (the indebtedness to be assumed by the Combined Company described in the foregoing clauses (4) – (5) are referred to as the “Assumed Notes”; the shares of Combined Company common stock to be issued upon conversion of the Assumed Notes following the closing are referred to as the “Loan Conversion Common Shares”).

The Loan Conversion Series A Shares would convert into an aggregate of (i) 178,800 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 357,600 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 894,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00. The Loan Conversion Common Shares would convert into an aggregate of 892,500 shares of Combined Company common stock at a conversion price of $2.00 per share.

Equity Financing

On November 21, 2023, DHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with the Bridge Investor pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Combined Company’s common stock, from time to time over a 36-month period (the “Equity Purchase Commitment Period”) beginning from the sixth (6^th) trading day following the Closing (the “Equity Purchase Effective Day”), provided that certain conditions are met. DHAC also agreed to file a resale registration statement to register shares of common stock to be purchased under the Equity Purchase Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. On the Equity Purchase Effective Day, the Combined Company will issue to the Bridge Investor, as a commitment fee, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Combined Company’s common stock at a fixed conversion price of $10 per share (the “Equity Purchase Note” and together with the Additional Bridge Notes and the Exchange Note, the “Bridge Investor Notes”). The Bridge Investor Notes and the Quantum Note are referred to herein as the “Convertible Notes.”

The Equity Purchase Note would convert into an aggregate of 50,000 shares of Combined Company common stock at a fixed $10.00 conversion price and a common stock equivalent per share price of $10.00.

On October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to, among other things, extend the date by which DHAC has to consummate a business combination through November 8, 2023 in accordance with the terms described by DHAC’s amendment to amended and restated certificate of incorporation dated October 26, 2022. In connection with the related stockholder vote, an aggregate of 10,805,877 shares of DHAC’s common stock were

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redeemed. On September 8, 2023, stockholders of DHAC approved an additional amendment to DHAC’s amended and restated certificate of incorporation to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC. On November 6, 2023, at DHAC’s annual stockholder meeting, the stockholders of DHAC approved another proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC must consummate a Business Combination up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months (i.e., from November 8, 2023 up to November 8, 2024) or such earlier date as determined by the DHAC board of directors; and (b) permit stockholders to act by written consent in compliance with Section 228 of the Delaware General Corporation Law in lieu of a meeting. In connection with such stockholder vote, an aggregate of 579,157 shares of DHAC’s common stock were redeemed. The current term of DHAC has been extended to May 8, 2024.

The below charts set forth the Combined Company’s ownership and voting power percentages following the Closing, assuming that (i) no indemnity claims or expenses are deducted from VSee’s or iDoc’s merger consideration at or after closing, (ii) all Series A Shares and Convertible Notes are converted at the described conversion prices, (iii) the Assumed Notes are converted at a $2.00 conversion price, (iv) no warrants or options of the Combined Company are exercised and (v) no shares are issued pursuant to the Equity Purchase Agreement (other than pursuant to assumed conversion of the Equity Purchase Note). If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the below stockholder groups will be different.

Assuming no further redemptions by the DHAC Public Stockholders and a $10.00 conversion price of each of the Series A Shares and the Convertible Notes:

Assuming no further redemptions by the DHAC Public Stockholders and a $2.00 conversion price of each of the Series A Shares and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):

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As of April 22, 2024, there was approximately $1.39 million in DHAC’s trust account (the “Trust Account”). On [●], 2024, the record date for the Meeting of stockholders, the last sale price of DHAC’s Common Stock was $[●] per share.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

DHAC’s units, Common Stock, and Warrants are currently listed on the Nasdaq Stock Market, under the symbols “DHACU,” “DHAC,” and “DHACW,” respectively. DHAC has applied for listing, to be effective upon consummation of the Business Combination, of VSee Health, Inc.’s Common Stock and Public Warrants to purchase VSee Health, Inc.’s Common Stock on Nasdaq under the proposed symbols “ VSEE” and “VSEEW,” respectively. The Nasdaq listing requirement is a condition to the closing of the Business Combination and neither DHAC, VSee or iDoc will proceed forward with the closing of the Business Combination unless Nasdaq approves the listing.

We encourage you to read this proxy statement/prospectus/consent solicitation carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 79.

DHAC’s board of directors recommends that DHAC stockholders vote “FOR” approval of each of the Proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/consent solicitation is dated [•], 2024, and is first being mailed to stockholders of DHAC on or about [•], 2024.

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DIGITAL HEALTH ACQUISITION CORP.

980 N Federal Hwy #304

Boca Raton, FL

Telephone: (561) 672-7068

NOTICE OF SPECIAL MEETING OF

DIGITAL HEALTH ACQUISITION CORP. STOCKHOLDERS

To Be Held on [·], 2024

To Digital Health Acquisition Corp. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of Digital Health Acquisition Corp. (“DHAC,” “we”, “our”, or “us”), which will be held at 9:30 a.m., Eastern time, on [·], 2024, at (the “Meeting”). We will hold the Meeting online by remote communication, in virtual only format. You can participate in the virtual Meeting as described in “The Meeting.”

During the Meeting, DHAC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

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common stock of DHAC in connection with the Bridge Financing. This Proposal is referred to as the “Nasdaq Bridge Financing Proposal” or “Proposal 11”.

The Business Combination Proposal is conditioned upon the approval of Proposals 2A-2I, 3, 5, 6, 7, 8, 9, 10 and 11. Proposals 2A-2I, 3, 4, 5, 6, 7, 8, 9, 10 and 11 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, DHAC will not consummate the Business Combination. If DHAC does not consummate the Business Combination and fails to complete an initial business combination by May 8, 2024 (or a later time upon the election by DHAC to extend the time period to complete an initial business combination subject to satisfaction of certain conditions under our Current Charter), DHAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Current Charter to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, the Nasdaq Bridge Financing Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of DHAC present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof.

On November 6, 2023, at DHAC’s annual stockholder meeting, the stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC must consummate a Business Combination up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months (i.e., from November 8, 2023 up to November 8, 2024) or such earlier date as determined by the DHAC board of directors; and (b) permit stockholders to act by written consent in compliance with Section 228 of the Delaware General Corporation Law in lieu of a meeting. In connection with such stockholder vote, an aggregate of 579,157 shares of DHAC’s common stock were redeemed leaving 3,603,966 shares issued and outstanding and entitled to vote as November 7, 2023. As of April 22, 2024, there are 3,603,966 shares of DHAC common stock issued and outstanding and entitled to vote. The current term of DHAC has been extended to May 8, 2024.

DHAC is requiring stockholders who wish to redeem their Shares to either tender their certificates to Continental or to deliver their Shares to Continental electronically using the DTC’s DWAC (Deposit/ Withdrawal At Custodian) System at least two business days before the DHAC Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is DHAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because DHAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While DHAC has been advised that it takes a short time to deliver Shares through the DWAC System, DHAC cannot assure you of this fact. Accordingly, if it takes longer than DHAC anticipates for stockholders to deliver their Shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Shares; this requirement may limit stockholders being afforded meaningful redemption rights.

The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.

Only DHAC stockholders who hold common stock of record as of the close of business on [●], 2024 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus/consent solicitation is first being mailed to DHAC stockholders on or about [●], 2024.

Investing in DHAC’s securities involves a high degree of risk. See “Risk Factors” beginning on page 79 for a discussion of information that should be considered in connection with an investment in DHAC’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation

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at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Broadridge Financial Solutions (“Broadridge”), that is received by the tabulator before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

DHAC’s board of directors recommends that DHAC stockholders vote “FOR” approval of each of the Proposals. When you consider DHAC’s Board of Director’s recommendation of these Proposals, you should keep in mind that DHAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposal 1: The Business Combination — Interests of Certain Persons in the Business Combination.”

On behalf of the DHAC Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC SHARES, OR (B) HOLD PUBLIC SHARES THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC SHARES PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES; AND (II) PRIOR TO [·] A.M./P.M., EASTERN TIME, ON [·], 2024, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY THAT DHAC REDEEM YOUR PUBLIC SHARES FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES. SEE “THE MEETING - REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION FOR MORE SPECIFIC INSTRUCTIONS.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus/consent solicitation incorporates important business and financial information about DHAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by DHAC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

D.F. King & Co.

48 Wall Street, 22nd Floor

New York, NY 10005

Brokers and Banks Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 290-6429

Email: DHAC@dfking.com

If you would like to request documents, please do so no later than [·], 2024 to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about DHAC, VSee and iDoc.

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

VSee Lab Inc.

3188 Kimlee Drive

San Jose, CA 95132

To Stockholders of VSee Lab, Inc.:

We are pleased to enclose the proxy statement/prospectus/consent solicitation relating to the proposed merger further to that Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023 as amended by the First Amendment dated February 13, 2024 and the Second Amendment dated April 17, 2024 to the Third Amended and Restated Business Combination Agreement (as amended, the “Business Combination Agreement”), by and among Digital Health Acquisition Corp, a Delaware corporation (“DHAC”), DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”). If (i) the Business Combination Agreement is adopted and the merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by each of DHAC’s, VSee’s and iDoc’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. All shares of VSee and iDoc capital stock issued and outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware or Texas law, as applicable) will be converted into the right to receive the applicable merger consideration. Upon the consummation of the Business Combination, DHAC will change its name to “VSee Health, Inc.”

The proxy statement/prospectus/consent solicitation attached to this notice is being delivered to you on behalf of VSee’s board of directors to request that holders of the outstanding shares of VSee’s class A common stock, VSee’s Series A preferred stock and VSee’s Series A-1 preferred stock, as of the record date of [·], 2024 execute and return written consents to adopt and approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, in all respects.

The attached proxy statement/prospectus/consent solicitation describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you under Section 262 of the General Corporation Law of the State of Delaware (“DGCL”) with respect to the Business Combination is described in “Appraisal Rights — VSee Stockholder Appraisal Rights”. A copy of Section 262 of the DGCL is attached as Annex E to this proxy statement/prospectus/consent solicitation.

The VSee board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of VSee and its stockholders, and recommends that VSee stockholders approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/consent solicitation and return it promptly to VSee by one of the means described in “VSee’s Solicitation of Written Consents.”

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

iDoc Virtual Telehealth Solutions, Inc.

2311 West Main Street

Houston, Texas 77098

To Stockholders of iDoc Virtual Telehealth Solutions, Inc.:

We are pleased to enclose the proxy statement/prospectus/consent solicitation relating to the proposed merger further to that Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023 as amended by the First Amendment dated February 13, 2024 and the Second Amendment dated April 17, 2024 to the Third Amended and Restated Business Combination Agreement (as amended, the “Business Combination Agreement”), by and among Digital Health Acquisition Corp, a Delaware corporation (“DHAC”), DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”). If (i) the Business Combination Agreement is adopted and the merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by each of DHAC’s, VSee’s and iDoc’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. All shares of VSee and iDoc stock issued and outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware or Texas law, as applicable) will be converted into the right to receive shares of DHAC common stock. Upon the consummation of the Business Combination, DHAC will change its name to “VSee Health, Inc.”

The proxy statement/prospectus/consent solicitation attached to this notice is being delivered to you on behalf of iDoc’s board of directors to request that holders of the outstanding shares of iDoc’s class A common stock as of the record date of [·], 2024 execute and return written consents to adopt and approve the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, in all respects.

The attached proxy statement/prospectus/consent solicitation describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you under Subchapter H, Chapter 10, Title 1 of the Texas Business Organizations Code (“TBOC”) with respect to the Business Combination is described in “Appraisal Rights — iDoc Stockholder Appraisal Rights”. A copy of Subchapter H, Title 1, Chapter 10 of the TBOC is attached as Annex F to this proxy statement/prospectus/consent solicitation.

The iDoc board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of iDoc and its stockholders, and recommends that iDoc stockholders approve the Business Combination Agreement and the Business Combination, by submitting a written consent.

Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/consent solicitation and return it promptly to iDoc by one of the means described in “iDoc’s Solicitation of Written Consents.”

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION

This document, which forms part of a registration statement on Form S-4 filed with the SEC by DHAC, constitutes a prospectus of DHAC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of DHAC to be issued to VSee’s and iDoc’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of DHAC under Section 14(a) of the Exchange Act.

You should rely only on the information contained in this proxy statement/prospectus/consent solicitation in deciding how to vote on the Business Combination. None of DHAC, VSee or iDoc has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus/consent solicitation. Do not rely upon any information or representations made outside of this proxy statement/prospectus/consent solicitation. The information contained in this proxy statement/prospectus/consent solicitation may change after the date of this proxy statement/prospectus/consent solicitation. Do not assume after the date of this proxy statement/prospectus/consent solicitation that the information contained in this proxy statement/prospectus/consent solicitation is still correct.

Information contained in this proxy statement/prospectus/consent solicitation regarding DHAC and its business, operations, management and other matters has been provided by DHAC and information contained in this proxy statement/prospectus/consent solicitation regarding each of VSee and iDoc and each of their respective businesses, operations, management and other matters has been provided by VSee and iDoc, respectively.

This proxy statement/prospectus/consent solicitation does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus/consent solicitation may appear without the ^® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

When used in this proxy statement/prospectus/consent solicitation, unless the context otherwise requires:

“Acquisition Proposal” refers to (a) any transaction or series of related transactions under which any person(s), directly or indirectly, (i) acquires or otherwise purchases VSee, iDoc or any of their controlled affiliates or (ii) all or a material portion of assets or businesses of VSee, iDoc or any of their controlled affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in VSee, iDoc or any of their controlled affiliates (other than the issuance of the applicable class of shares of capital stock of a VSee upon the exercise or conversion of any VSee Options outstanding as of November 21, 2023 in accordance with the terms of VSee Equity Plan and the underlying grant, award or similar agreement).

“Additional Bridge Notes” refers to the 10% original issue discount senior secured promissory notes, as amended, in the principal amount of $111,111.33 purchased at signing of the Bridge Letter Agreement on November 21, 2023, which will mature on May 21, 2025 and (2) $55,555.67 purchased on January 25, 2024, which will mature on July 25, 2025, bearing guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at an initial fixed conversion price of $10.00 per share.

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

“A.G.P. Securities Purchase Agreement” refers to the Securities Purchase Agreement, dated as of November 3, 2022 and as amended on November 21, 2023, by and between DHAC and A.G.P. pursuant to which DHAC has agreed to issue the A.G.P. Series A Shares to A.G.P., as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“A.G.P. Series A Shares” means the shares of Series A Preferred Stock to be issued to A.G.P. pursuant to the terms of the A.G.P. Securities Purchase Agreement.

“Amended Charter” refers to the Second Amended & Restated Certificate of Incorporation of DHAC to take effect upon DHAC’s stockholders approving the Second Amended & Restated Certificate of Incorporation, in the form included as Annex B-1 to this proxy statement/prospectus/consent solicitation, which shall be further amended by the filing of the Series A Preferred Certificate of Designation on the Closing Date, as further described in the “Charter Amendment Proposals” section of this proxy statement/prospectus/consent solicitation.

“Amended Bylaws” refers to the Amended & Restated Bylaws of DHAC, in the form included as Annex C to this proxy statement/prospectus/consent solicitation, as further described in the “Charter Amendment Proposals” section of this proxy statement/prospectus/consent solicitation.

“Assumed Notes” refers to the $600,000 balance of the VSee Bridge Note not included in the Exchange Note, the $600,000 balance of the iDoc Bridge Note not included in the Exchange Note each of which will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing and certain indebtedness owed by iDoc to Tidewater, which will be assumed by the Combined Company and converted into Combined Company common stock following the Closing.

“Bridge Amendment” refers to the letter agreement, dated November 21, 2023, among DHAC, VSee, iDoc and the Bridge Investor amending the Original Bridge SPA.

“Bridge Financing” refers to the sale of the Bridge Notes, the Additional Bridge Notes, Bridge Warrants, Bridge Shares and the Exchange Note and the other transactions contemplated by the Bridge SPA.

“Bridge Investor” refers to the investor who executed the Bridge SPA, the Exchange Agreement and the Equity Purchase Agreement.

“Bridge Investor Notes” refers to the Additional Bridge Notes, the Exchange Note and the Equity Purchase Note.

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“Bridge Notes” refers to the 10% original issue discount senior secured promissory notes issued by DHAC, VSee and iDoc pursuant to the Original Bridge SPA.

“Bridge RRA” refers to the Registration Rights Agreement, dated October 5, 2022, between DHAC and the Bridge Investor and as amended further on January 22, 2024.

“Bridge SPA” refers to the Original Bridge SPA, as amended by the Bridge Amendment.

“Bridge Shares” refers to the 30,000 shares of DHAC Common Stock issued to the Bridge Investor on October 5, 2022 in connection with the Bridge Financing.

“Bridge Warrants” refers to 173,913 five-year warrants, each representing the right to purchase one share of DHAC Common Stock at an initial exercise price of $11.50, subject to certain adjustments, issued by DHAC to the Bridge Investor.

“Broadridge” refers to Broadridge Financial Solutions.

“Business Combination” refers to the VSee Merger, the iDoc Merger and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” refers to the Third Amended and Restated Business Combination Agreement, dated as of November 21, 2023, as amended by the First Amendment dated February 13, 2024 and the Second Amendment dated April 17, 2024, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms (attached to this proxy statement/prospectus/consent solicitation as Annex A).

“Cassel Salpeter” refers to Cassel Salpeter & Co., LLC.

“Closing” refers to the consummation of the Business Combination.

“Closing Date” refers to the date on which the Closing occurs.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Combined Company” refers to DHAC (to be renamed as VSee Health, Inc.) and its subsidiaries, following consummation of the Business Combination.

“Combined Company Board” refers to the board of directors of the Combined Company.

“Combined Company Equity Incentive Plan” refers to the VSee Health, Inc. 2024 Equity Incentive Plan (substantially in the form attached hereto as Annex D).

“Company,” “our,” “we” or “us” refers, prior to the Business Combination, to DHAC, as the context suggests, and, following the Business Combination, to the Combined Company.

“Common Stock” or “Combined Company Common Stock” refers to the common stock, par value $0.0001 per share, of the Combined Company.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Convertible Notes” refers to the Bridge Investor Notes and the Quantum Note.

“Conversion SPAs” refers to respective securities purchase agreements entered on November 21, 2023, certain of which were amended and restated on February 13, 2024 and as may be amended from time to time, with various lenders of each of DHAC, VSee and iDoc, which include the Bridge Investor, pursuant to which (1) certain indebtedness owed by DHAC will be converted into Series A Preferred Stock at the Closing; (2) certain indebtedness owed by VSee will be converted into Series A Preferred Stock of the Combined Company at the Closing; (3) certain indebtedness owed by iDoc will be converted into Series A Preferred Stock of the

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Combined Company at the Closing (the shares of Series A Preferred Stock to be issued in consideration of the loan conversions described in the foregoing clauses (1) – (3) are referred to as the “Loan Conversion Series A Shares” and together with the A.G.P. Series A Shares, the “Series A Shares”); (4) the $600,000 balance of the VSee Bridge Note and the $600,000 balance of the iDoc Bridge Note, which are not included in the Exchange Note will be assumed by the Combined Company and converted into Combined Company common stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing; and (5) certain indebtedness owed by iDoc to Tidewater will be assumed by the Combined Company and converted into Combined Company common stock following the Closing (the indebtedness to be assumed by the Combined Company described in the foregoing clauses (4) – (5) are referred to as the “Assumed Notes”; the shares of Combined Company common stock to be issued upon conversion of the Assumed Notes following the closing are referred to as the “Loan Conversion Common Shares”).

“Current Charter” refers to DHAC’s Amended and Restated Certificate of Incorporation, effective as of November 3, 2021, as amended by the Amendment to the Amended and Restated Certificate of Incorporation effective as of October 26, 2022, September 8, 2023 and November 6, 2023, as may hereafter be amended.

“DGCL” refers to the General Corporation Law of the State of Delaware, as amended.

“DHAC” refers to Digital Health Acquisition Corp., a blank check company incorporated in Delaware.

“DHAC Board” refers to the board of directors of DHAC.

“Effective Time” refers to the effective time of the Business Combination.

“Effective Time Option Grants” refers to the stock options with an exercise price of $10 per share pursuant to the Incentive Plan to the individuals, in the amounts, and on the terms set forth on Exhibit E to the Business Combination Agreement.

“Equity Financing” refers to the transactions contemplated by the Equity Purchase Agreement.

“Equity Purchase Agreement” refers to the equity purchase agreement dated November 21, 2023 with the Bridge Investor pursuant to which the Combined Company may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from the Combined Company, up to $50,000,000 of its newly issued shares of the Combined Company’s common stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing and the Combined Company will issue to the Bridge Investor the Equity Purchase Note.

“Equity Purchase Note” refers to the senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Combined Company’s common stock at a fixed conversion price of $10 per share.

“Escrow Agent” refers to Continental.

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

“Exchange Agreement” refers to the exchange agreement, dated November 21, 2023, among DHAC, VSee, iDoc, and the Bridge Investor pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for the Exchange Note.

“Exchange Note” refers to the senior secured convertible promissory note issued by the Combined Company to the Bridge Investor with an aggregate principle value of $2,523,744.29, which will be guaranteed by each of DHAC, VSee and iDoc, bearing guaranteed interest at a rate of 8.00% per annum and will be convertible into shares of Combined Company common stock at an initial fixed conversion price of $10 per share.

“Exchange RRA” refers to the registration rights agreement to be entered into between the Bridge Investor and the Combined Company at the Closing pursuant to the terms of the Exchange Agreement.

“Extension Financing” refers to the issuance of the Extension Note (as amended)and related Extension Warrants and Extension Shares pursuant to the Extension Securities Purchase Agreement (as amended).

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“Extension Note” refers to the promissory note, dated as of May 5, 2023 and as amended on April 17, 2024, by DHAC in favor of the unaffiliated institutional investor party to the Extension Securities Purchase Agreement.

“Extension RRA” refers to the registration rights agreement dated May 5, 2023 between the Extension Financing Investor and DHAC in connection with the Extension Financing.

“Extension Securities Purchase Agreement” refers to the Securities Purchase Agreement, dated as of May 5, 2023 and as amended on April 17, 2024, by and between DHAC and the unaffiliated institutional investor party thereto.

“Extension Shares” refers to the 7,000 shares of Common Stock issued to the investor in the Extension Financing.

“Extension Warrants” refers to 26,086 five year warrants, each representing the right to purchase one share of DHAC Common Stock at an initial exercise price of $11.50, subject to certain adjustments, issued by DHAC to the purchaser of the Extension Note.

“First Amended and Restated Business Combination Agreement” refers to the Amended and Restated Business Combination Agreement, dated as of August 9, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc,

“First Amendment to Second Amended and Restated Business Combination” refers to the First Amendment to Second Amended and Restated Business Combination Agreement, dated as of November 3, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“First Amendment to Third Amended and Restated Business Combination” refers to the First Amendment to Third Amended and Restated Business Combination Agreement, dated as of February 13, 2024, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Founder Shares” refers to an aggregate of 2,875,000 shares of Common Stock held by our Sponsor and our directors, officers and advisors, which reflects 4,312,500 shares of Common Stock originally purchased on June 7, 2021 and 1,437,500 shares of Common Stock that were forfeited on October 2021, resulting in 2,875,000 founder shares outstanding.

“GAAP” refers to United States generally accepted accounting principles, consistently applied.

“Group Companies” refers to, collectively, (a) VSee and its Subsidiaries and (b) iDoc and its Subsidiaries.

“HSR Act” refers to the Hart-Scott Rodino Antitrust Improvements Act of 1976.

“iDoc” refers to iDoc Virtual Telehealth Solutions, Inc., a Texas corporation.

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

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

“iDoc Class A Outstanding Shares” means the total number of shares of iDoc Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Class A Common Stock basis.

“iDoc Closing Consideration” refers to the iDoc Class A Consideration.

“iDoc Common Stock” refers to the iDoc Class A Common Stock.

“iDoc Indemnity Escrow Account” refers to the indemnity escrow account established pursuant to an escrow agreement among DHAC, iDoc and the Escrow Agent with respect to the iDoc Indemnity Escrow Amount.

“iDoc Indemnity Escrow Amount” refers to 2% of the iDoc Class A Consideration.

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“iDoc Merger” refers to that certain merger of Merger Sub II with and into iDoc, with iDoc surviving as a wholly owned subsidiary of DHAC.

“iDoc Stockholders” refers to the stockholders of iDoc holding iDoc Class A Common Stock.

“iDoc Outstanding Shares” refers to the total number of shares of iDoc Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Common Stock basis.

“iDoc Per Share Consideration” means the iDoc Per Share Class A Consideration.

“iDoc Per Share Class A Consideration” means a number of shares of Parent Common Stock equal to (a) (1) the iDoc Class A Consideration, divided by (2) the total number of iDoc Class A Outstanding Shares, divided by (b) $10.

“Initial Public Offering” or “IPO” refers to DHAC’s initial public offering of its Public Shares pursuant to the IPO registration statement became effective on November 3, 2021 and closed on November 8, 2021.

“Initial Stockholders” refer to the Sponsor and DHAC’s advisors, officers and directors who own all of DHAC’s founder shares.

“Investment Company Act” refers to the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“Letter Agreement” refers to that certain letter agreement, dated as of November 3, 2021, among DHAC, the Representative and the Initial Stockholders of DHAC at the time of its initial public offering, pursuant to which the Initial Stockholders agreed, among other things, (1) to vote their founder shares, as well as any Public Shares held by them, in favor of DHAC’s initial business combination (including any proposals recommended by DHAC’s board of directors in connection with such business combination) and (2) not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof until the earlier to occur of: (A) 180 days after the completion of DHAC’s initial business combination and (B) subsequent to DHAC’s initial business combination, if the reported last sale price of DHAC’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after its initial business combination (except with respect to permitted transfers as described in the agreement).

“Loan Conversion Common Shares” has the meaning ascribed to such term in the definition of “Conversion SPA.”

“Loan Conversion Series A Shares” has the meaning ascribed to such term in the definition of “Conversion SPA.”

“Loan Conversions” refers to the transactions contemplated by the Conversion SPAs, as amended.

“M2B” refers to M2B Funding Corp.

“Merger Sub I” refers to DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC.

“Merger Sub II” refers to DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC.

“Munro Trust” refers to Mark E. Munro Charitable Remainder Unitrust.

“Nasdaq” refers to The Nasdaq Stock Market.

“Other Stockholders” refers to (i) the holder of 20,000 shares of DHAC Common Stock, which were issued to such holder on February 14, 2023 in connection with a settlement agreement, and (ii) the unaffiliated institutional investor party to the Extension Securities Purchase Agreement, which holds the Extension Warrants and the Extension Commitment Shares.

“Original Business Combination Agreement” refers to the Business Combination Agreement, dated as of June 15, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

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“Original Bridge SPA” refers to the Securities Purchase Agreement, dated as of October 5 2022, by and among DHAC, VSee, iDoc and the Bridge Investor pursuant to which DHAC, VSee and iDoc issued an aggregate of $2,222,222 of Bridge Notes, Bridge Warrants and Bridge Commitment Shares to the Bridge Investor, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Private Placement Units” refers to the 557,000 Units acquired by our Sponsor for an aggregate purchase price of $5,570,000 in a private placement simultaneously with the closing of the IPO.

“Public Shares” refers to the shares of Common Stock included in the Units issued in the IPO to the Public Stockholders.

“Public Stockholders” refers to the holders of the Public Shares that were sold in the IPO.

“Public Warrants” refers to the Warrants included in the Units issued in the IPO to the Public Stockholders.

“Quantum Financing” refers to the sale of Quantum Note and the other transactions contemplated by the Quantum Purchase Agreement.

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

“Quantum Note” refers to a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000, bearing interest at rate of 12% per annum and are convertible into shares of common stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination, which conversion price is subject to reset.

“Quantum Purchase Agreement” refers to a convertible note purchase agreement DHAC entered into with the Quantum Investor on November 21, 2023, pursuant to which the Quantum Investor subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, the Quantum Note.

“Quantum RRA” refers to the registration rights agreement to be entered into between the Combined Company and the Quantum Investor at the Closing pursuant to the terms of the Quantum Purchase Agreement.

“Record Date” refers to [·] 2024, the date for determining the DHAC shareholders entitled to receive notice of and to vote at the Special Meeting.

“redemption rights” refers to the rights of the Public Stockholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Current Charter and this proxy statement/prospectus/consent solicitation.

“SCS” refers to SCS, LLC, a Florida limited liability company.

“SCS Capital Partners” refers to SCS Capital Partners LLC, a Nevada limited liability company.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Second Amended and Restated Business Combination Agreement” refers to the Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Second Amendment to Third Amended and Restated Business Combination” refers to the Second Amendment to Third Amended and Restated Business Combination Agreement, dated as of April 17, 2024, by and among DHAC, Merger Sub I, Merger Sub II, VSee and iDoc.

“Securities Act” refers to the Securities Act of 1933, as amended.

“Series A Preferred Certificate of Designation” refers to the Certificate of Designation of the Combined Company establishing the terms of the Series A Preferred Stock, in the form included as Annex B-2 to this proxy statement/prospectus/consent solicitation.

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“Series A Preferred Stock” refers to the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Combined Company.

“Series A Shares” refers to the A.G.P. Series A Shares and the Loan Conversion Series A Shares.

“Shareholder Proposals” refers, collectively, to the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, the Nasdaq Bridge Financing Proposal and the Adjournment Proposal.

“Special Meeting” refers to the extraordinary general meeting of DHAC to be held virtually on [·], 2024 at 9:30 a.m., Eastern time, to vote on matters relating to the Business Combination.

“Sponsor” refers to Digital Health Sponsor LLC, a Delaware limited liability company.

“Sponsor Affiliates” refer to SCS, SCS Capital Partners, Whacky, Munro Trust and Tidewater who are affiliates of and/or investors in Sponsor and will receive capital stock of the Combined Company pursuant to the Loan Conversions.

“TAD Exchange” refers to the transaction pursuant to which This American Doc, Inc. will become a wholly-owned subsidiary of VSee immediately prior to the consummation of the Business Combination.

“TBOC” refers to the Texas Business Organizations Code.

“Tidewater” refers to Tidewater Ventures, LLC, a North Carolina LLC.

“transfer agent” refers to Continental.

“Trust Account” refers to the trust account of DHAC that holds the net proceeds from the IPO, certain of the proceeds from the sale of the Private Placement Shares, and any extension fees, including interest earned on the funds in the Trust Account and not previously released to DHAC to pay its taxes.

“Units” refers to the units of DHAC, each consisting of one share of Common Stock and one Warrant.

“VSee” refers to VSee Lab, Inc., a Delaware corporation.

“VSee Charter” refers to the certificate of incorporation of VSee Lab, Inc. dated December 23, 2010 and as amended on November 17, 2023.

“VSee Class A Common Stock” means the shares of VSee’s Class A Common Stock, par value $0.0001 per share.

“VSee Class A Consideration” means (1) $60,500,000, minus (2) an amount equal to the Effective Time Option Grants multiplied by $10, minus (3) the aggregate amount of VSee’s transaction expenses.

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

“VSee Closing Consideration” means the VSee Class A Consideration.

“VSee Common Stock” means the VSee Class A Common Stock.

“VSee Equity Plan” refers to the VSee Lab, Inc. 2008 Stock Plan as amended through July 20, 2012.

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“VSee Health” refers to DHAC, renamed as VSee Health, Inc., a Delaware corporation following the consummation of the Business Combination.

“VSee Indemnity Escrow Account” refers to the indemnity escrow account established pursuant to an escrow agreement among DHAC, VSee and the Escrow Agent with respect to the VSee Indemnity Escrow Amount.

“VSee Indemnity Escrow Amount” refers to 2% of the VSee Class A Closing Consideration.

“VSee Merger” refers to that certain merger of Merger Sub I with and into VSee, with VSee surviving as a wholly owned subsidiary of DHAC.

“VSee Options” refers to, as of any determination time, each option to purchase VSee Common Stock that is outstanding and unexercised, granted under the VSee Equity Plan.

“VSee Option Holder” refers to holders of VSee Options outstanding as of immediately prior to the Effective Time.

“VSee Per Share Consideration” means the VSee Per Share Class A Consideration.

“VSee Per Share Class A Consideration” means a number of shares of Parent Common Stock equal to (a) (1) the VSee Class A Consideration, divided by (2) the total number of VSee Class A Outstanding Shares, divided by (b) $10.

“VSee Preferred Stock” refers to the VSee Series A Preferred Stock and the VSee Series A-1 Preferred Stock, which shall be subject to the VSee Preferred Stock Conversion.

“VSee Preferred Stock Conversion” refers to the conversion, immediately prior to the Effective Time and as a condition to the Closing, of all of the outstanding shares of VSee Preferred Stock for shares of VSee Class A Common Stock in accordance with the terms set forth in the VSee Charter.

“VSee Series A Preferred Stock” refers to shares of VSee Series A Preferred Stock, par value $0.0001 per share.

“VSee Series A-1 Preferred Stock” refers to shares of VSee Series A-1 Preferred Stock, par value $0.0001 per share.

“VSee Stock” refers to, collectively, the VSee Common Stock and the VSee Preferred Stock.

“VSee Stockholders” refers to the stockholders of VSee holding VSee Class A Common Stock and See Preferred Stock, and assumes the closing TAD Exchange.

“Warrants” refers to the warrants of DHAC, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share.

“Whacky” refers to Whacky Ventures LLC.

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Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled ”Unaudited Pro Forma Condensed Combined Financial Information” and ”Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus/consent solicitation statement with respect to DHAC’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus/consent solicitation):

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this proxy statement/prospectus/consent solicitation and in any document incorporated by reference herein are “forward looking statements.” Statements regarding the potential Business Combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

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The forward-looking statements contained in this proxy statement/prospectus/consent solicitation and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus/consent solicitation and in our Annual Report on Form 10-K filed with the SEC on April 12, 2023. If one or more of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus/consent solicitation may adversely affect DHAC, VSee, iDoc or, following the consummation of the Business Combination, the Combined Company.

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VSEE’S SOLICITATION OF WRITTEN CONSENTS

VSee Consent Solicitation

The VSee board of directors is providing these consent solicitation materials to those VSee Stockholders who are being requested to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby (“VSee Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation.

VSee Stockholders Entitled to Consent

Only VSee Stockholders of record as of the close of business on [·], 2024, the VSee record date, will be entitled to execute and deliver a written consent. As of the close of the VSee record date, there were [·] shares of VSee Class A Common Stock, [·] shares of VSee Series A Preferred Stock, and [·] shares of VSee Series A-1 Preferred Stock, in each case, outstanding and entitled to execute and deliver written consents with respect to the VSee Business Combination Proposal, and there were no shares of VSee Class B Common Stock issued and outstanding. Each holder of VSee Class A Common Stock is entitled to one vote for each share of VSee Class A Common Stock held as of the VSee record date; each holder of VSee Preferred Stock is entitled to the number of votes equal to the number of shares of VSee Common Stock into which the shares of VSee Preferred Stock held by such holder could be converted as of the VSee record date.

Submission of VSee Written Consents

A VSee Stockholder may consent to the proposals with respect to such VSee Stockholder’s shares by completing and signing the written consent furnished with this proxy statement/prospectus/consent solicitation and returning it to VSee on or before [·], 2024, the date the VSee board has set as the targeted final date for receipt of written consents. VSee reserves the right to extend the final date for receipt of written consents beyond [·], 2024 in the event that consents approving the VSee Business Combination Proposal have not been obtained by that date from holders of a sufficient number of VSee Stockholders to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

If a VSee Stockholder holds shares of VSee Class A Common Stock or VSee Preferred Stock as of the VSee record date and such VSee Stockholder wishes to give his/her/its written consent, such VSee Stockholder must fill out the enclosed written consent, date and sign it, and promptly return it to VSee. Once a VSee Stockholder have completed, dated and signed the written consent, such VSee Stockholder may deliver it to VSee by email to milton@vsee.com or by mail to VSee Lab Inc., 3188 Kimlee Drive, San Jose CA 95132, Attention: Milton Chen.

Executing VSee Written Consents; Revocation of VSee Written Consents

A VSee Stockholder may execute a written consent to approve the VSee Business Combination Proposal (which is equivalent to a vote for the proposal). If a VSee Stockholder does not return a written consent, it will have the same effect as a vote against the VSee Business Combination Proposal. If a VSee Stockholder is a VSee Stockholder as of the VSee record date and such VSee Stockholder returns a signed written consent without indicating such VSee Stockholder’s decision on a proposal, such VSee Stockholder will have given his/her/its consent to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby.

A VSee Stockholder’s consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt the VSee Business Combination Proposal have been filed with VSee’s corporate secretary. If a VSee Stockholder wishes to change or revoke a previously given consent before that time, such VSee Stockholder may do so by delivering a notice of revocation to the Secretary of VSee or by delivering a new written consent with a later date.

VSee Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by VSee. Officers and employees of VSee may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

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Recommendation of the VSee Board

THE VSEE BOARD RECOMMENDS THAT THE VSEE STOCKHOLDERS APPROVE THE BUSINESS COMBINATION AND ADOPT AND APPROVE THE BUSINESS COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. The VSee Board believes the merger consideration to VSee stockholders is fair, advisable and in the best interests of VSee and its stockholders. The management of VSee and the VSee board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Business Combination could provide the Combined Company with increased opportunity for profitable expansion of its business, which in turn should benefit VSee stockholders who become stockholders of the Combined Company.

Transaction Support Agreement

Simultaneously with the execution of the Business Combination Agreement, VSee, iDoc, DHAC, certain iDoc Stockholders and certain VSee Stockholders entered into a third amended and restated transaction support agreement (the “Transaction Support Agreement”), pursuant to which, in the aggregate, approximately 68.9% (on an as-converted basis, or 64.2% including shares issuable in connection with the TAD Exchange) of the voting power of the VSee Stockholders agreed, among other things, to vote all of the shares of VSee capital stock beneficially owned by them in favor of the Business Combination Agreement and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions and approve other matters submitted to VSee Stockholders for their approval.

Rights of VSee Stockholders Who Seek Appraisal

If the Business Combination is adopted by the VSee stockholders, VSee stockholders who do not vote in favor of the adoption of the Business Combination Agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Section 262 of the DGCL. This means that holders of VSee Stock who follow the prescribed procedures provided in Section 262 are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of VSee Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Business Combination, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. VSee stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares.

To exercise appraisal rights, a VSee stockholder must submit a written demand for appraisal to VSee before the vote is taken on the adoption of the Business Combination Agreement (and not withdraw such demand), such VSee stockholder must not consent or otherwise vote in favor of the proposal to approve the Business Combination Agreement and such VSee stockholder must continue to hold the shares of VSee Stock of record through the effective time of the Business Combination. A VSee stockholder’s failure to follow the procedures specified under the DGCL will result in the loss of such VSee stockholder’s appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement/ prospectus/consent solicitation, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex E to this proxy statement/prospectus/consent solicitation. If a VSee stockholder hold shares of VSee Stock through a broker, bank or other nominee and such VSee stockholder wishes to exercise appraisal rights, such VSee stockholder should consult with his/her/its broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

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iDOC’S SOLICITATION OF WRITTEN CONSENTS

iDoc Consent Solicitation

The iDoc board of directors is providing these consent solicitation materials to those iDoc Stockholders who are being requested to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby (“iDoc Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation.

iDoc Stockholders Entitled to Consent

Only iDoc stockholders of record as of the close of business on [·], 2024, the iDoc record date, will be entitled to execute and deliver a written consent. As of the close of the iDoc record date, there were 4,978 shares of iDoc Class A Common Stock outstanding and entitled to execute and deliver written consents with respect to the iDoc Business Combination Proposal, and no shares of iDoc Class B Common Stock outstanding. Each holder of iDoc Class A Common Stock is entitled to one vote for each share of iDoc Class A Common Stock held as of the iDoc record date.

Submission of iDoc Written Consents

An iDoc Stockholder may consent to the proposals with respect to such iDoc Stockholder’s shares by completing and signing the written consent furnished with this proxy statement/prospectus/consent solicitation and returning it to iDoc on or before [·], 2024, the date the iDoc board has set as the targeted final date for receipt of written consents. iDoc reserves the right to extend the final date for receipt of written consents beyond [·], 2024 in the event that consents approving the iDoc Business Combination Proposal have not been obtained by that date from holders of a sufficient number of shares of iDoc Class A Common Stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

If a iDoc Stockholder holds shares of iDoc Class A Common Stock as of the iDoc record date and such iDoc Stockholder wishes to give his/her/its written consent, such iDoc Stockholder must fill out the enclosed written consent, date and sign it, and promptly return it to iDoc. Once a iDoc Stockholder have completed, dated and signed the written consent, such iDoc Stockholder may deliver it to iDoc by email to iaisiku@idocvms.com or by mail to 2311 W. Main St., Houston, TX 77098, Attention: Imoigele P. Aisiku.

Executing iDoc Written Consents; Revocation of iDoc Written Consents

A iDoc Stockholder may execute a written consent to approve the iDoc Business Combination Proposal (which is equivalent to a vote for the proposal). If a iDoc Stockholder does not return a written consent, it will have the same effect as a vote against the iDoc Business Combination Proposal. If an iDoc Stockholder is a iDoc Stockholder as of the iDoc record date and such iDoc Stockholder returns a signed written consent without indicating such iDoc Stockholder’s decision on a proposal, such iDoc Stockholder will have given his/her/its consent to approve the Business Combination and adopt and approve the Business Combination Agreement and the transactions contemplated thereby.

A iDoc Stockholder’s consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt the iDoc Business Combination Proposal have been filed with iDoc’s corporate secretary. If a iDoc Stockholder wishes to change or revoke a previously given consent before that time, such iDoc Stockholder may do so by delivering a notice of revocation to the Secretary of iDoc or by delivering a new written consent with a later date.

Solicitation of iDoc Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by iDoc. Officers and employees of iDoc may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

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Recommendation of the iDoc Board

THE iDOC BOARD RECOMMENDS THAT THE iDOC STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE BUSINESS COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. The iDoc Board believes the merger consideration to iDoc stockholders is fair, advisable and in the best interests of iDoc and its stockholders. The management of iDoc and the iDoc board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Merger could provide DHAC with increased opportunity for profitable expansion of its business, which in turn should benefit iDoc stockholders who become stockholders of DHAC.

iDoc Stockholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, VSee, iDoc, DHAC, certain iDoc Stockholders and certain VSee Stockholders entered into a third amended and restated transaction support agreement (the “Transaction Support Agreement”), pursuant to which approximately 85.1% (on an as-converted basis) of the voting power of the iDoc Stockholders agreed, among other things, to vote all of the shares of iDoc capital stock beneficially owned by them in favor of the Business Combination Agreement and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions and approve other matters submitted to iDoc Stockholders for their approval.

Rights of iDoc Stockholders Who Seek Appraisal

If the Business Combination is adopted by the iDoc stockholders, iDoc stockholders who do not vote in favor of the adoption of the Business Combination Agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Subchapter H, Title 1, Chapter 10 of the TBOC (“Chapter 10”). This means that holders of iDoc Stock who follow the prescribed procedures provided in Chapter 10 are entitled to have their shares appraised by the Texas Court and to receive payment in cash of the “fair value” of the shares of iDoc Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Business Combination, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Chapter 10 of the TBOC could be more than, the same as or less than the value of the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to iDoc before the vote is taken on the adoption of the Business Combination Agreement (and not withdraw such demand), you must not consent or otherwise vote in favor of the proposal to approve the Business Combination Agreement and you must continue to hold the shares of iDoc Stock of record through the effective time of the Business Combination. Your failure to follow the procedures specified under the TBOC will result in the loss of your appraisal rights. The TBOC requirements for exercising appraisal rights are described in further detail in this proxy statement/ prospectus/consent solicitation, and the relevant section of the TBOC regarding appraisal rights is reproduced and attached as Annex F to this proxy statement/prospectus/consent solicitation. If you hold your shares of iDoc Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION

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This summary highlights selected information from this proxy statement/prospectus/consent solicitation but may not contain all of the information that may be important to you. Accordingly, DHAC encourages you to read carefully this entire proxy statement, including the Business Combination Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination. Unless otherwise specified, all share calculations make the assumptions described under “Share Calculations and Ownership Percentages” above.

The Parties to the Business Combination

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Digital Health Acquisition Corp.

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DHAC was incorporated as a blank check company formed under the laws of the State of Delaware on March 30, 2021. DHAC was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

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On November 8, 2021, DHAC consummated the IPO of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. DHAC granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Units, generating an aggregate of additional gross proceeds of $15,000,000.

Simultaneously with the closing of the IPO, DHAC consummated the sale of 557,000 Private Units at a price of $10.00 per Unit in a private placement to Digital Health Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,570,000.

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After deducting the underwriting discounts, offering expenses, and commissions from the IPO (including the over-allotment option) and the sale of the Private Units, a total of $116,725,000 was deposited into the Trust Account, and the remaining $1,295,000 of the net proceeds were outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The amounts held in the Trust Account may only be used by DHAC upon the consummation of a business combination, except that there can be released to DHAC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and DHAC’s liquidation. Currently, DHAC must liquidate unless a business combination is consummated by May 8, 2024 (as currently extended and as may be further extended in accordance with our Amended and Restated Certificate of Incorporation).

In connection with stockholder votes to extend the term of DHAC on October 20, 2022 and November 6, 2023, an aggregate of 11,385,034 shares of DHAC’s common stock were redeemed. As of April 22, 2024, DHAC had $699.00 cash outside the Trust Account available for its working capital needs. As of April 22, 2024, there was approximately $1.39 million held in the Trust Account (including approximately $4,140.60 of accrued interest which DHAC can withdraw to pay taxes).

The Units, Common Stock, and Warrants are currently listed on the Nasdaq Stock Market, under the symbols “DHACU,” “DHAC,” and “DHACW,” respectively.

DHAC’s principal executive offices are located at 980 N Federal Hwy #304, Boca Raton, FL 33432, and its telephone number is (561) 672-7068.

Recent Developments

On March 31, 2023, DHAC received a letter from the staff (the “Staff”) at The Nasdaq Global Market (“Nasdaq Global”) notifying DHAC that for the 30 consecutive trading days prior to the date of the Letter, DHAC’s securities listed on the Nasdaq Global (including the Common Stock, Units and Warrants) (the “Securities”) had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of DHAC’s Securities on Nasdaq Global. In accordance with Nasdaq listing rule 5810I(3)I, DHAC had 180 calendar days, or until September 27, 2023, to regain compliance.
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On May 23, 2023, DHAC received a second letter from the Staff notifying DHAC that for the prior 30 consecutive business days, DHAC’s market value of publicly held shares (“MVPHS”) was below the $15 million required for continued listing on the Nasdaq Global and therefore, DHAC no longer met Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”). In accordance with Nasdaq Listing Rule 5810I(3)(D), DHAC had 180 calendar days, or until November 20, 2023, to regain compliance.

On September 28, 2023, DHAC received a third letter from the Staff notifying DHAC that the Staff had determined to delist DHAC’s Securities because it had not regained compliance with the MVLS standard. Pursuant to the third letter, on October 4, 2023, DHAC requested a hearing (the “Hearing”) to appeal this determination and also applied to transfer the listing of its Securities from Nasdaq Global to the Nasdaq Capital Market (“NasdaqCM”).
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On October 9, 2023, DHAC received a fourth letter from the Staff notifying DHAC that its not meeting the 400 total shareholders requirement under the Nasdaq Listing Rule 5450(a)(2) served as an additional basis for delisting DHAC’s Securities from Nasdaq Global.
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On October 26, 2023, the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market notified DHAC in writing (the “Notice”) that its application to transfer the listing of its Securities to NasdaqCM had been approved. DHAC’s Securities were transferred to the NasdaqCM at the opening of business on October 30, 2023. On November 1, 2023, DHAC received a letter from the Nasdaq Global Hearing panel that due to DHAC’s transfer of its listed Securities to NasdaqCM, the Hearing on November 30, 2023 regarding non-compliance with the Nasdaq Global listing standards had been cancelled.
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As of October 30, 2023, DHAC’s Securities are listed and traded on The Nasdaq Stock Market on NasdaqCM and will continue to be listed and traded on NasdaqCM.

Merger Sub I and Merger Sub II

DHAC Merger Sub I, Inc., a Delaware corporation, and DHAC Merger Sub II, Inc., a Texas corporation, are wholly owned subsidiaries of DHAC incorporated under the laws of the State of Delaware and the State of Texas, respectively, for the purpose of implementing the Business Combination. The executive offices of Merger Sub I and Merger Sub II are located at 980 N Federal Hwy #304, Boca Raton, FL 33432, and its telephone number is (561) 672-7068.

About VSee

VSee is a telehealth software platform. VSee’s telemedicine solution, offering a fast, secure text + video collaboration app HIPAA messenger, fully customizable virtual waiting rooms and clinics, is a complete telehealth platform that fits into any workflow. The VSee proprietary technology platform and modular software solution enables users to plug and play telehealth services with end-to-end encrypted video streaming integrated with patient metrics, electronic medical records and other sensitive data, with multiple other interactive functionalities.

VSee was incorporated under the laws of the State of Delaware on December 23, 2010 under the name “VSee Lab, Inc.” VSee’s principal executive offices are located at 3188 Kimlee Dr., Suite 100, San Jose, CA 95132, and its telephone number is (833) 390-8733.

About iDoc

iDoc Telehealth Solutions is a high acuity patient care solution providing elite physician services in the Intensive care units of its major hospital systems and other customers. iDoc’s core service delivers neuro critical care through a proprietary technology platform. iDoc also serves a diverse range of customers from large hospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system and others. iDoc connects critically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific e-consultations and helps to improve outcomes for patients as well as improved productivity and reduced costs for providers.

iDoc was incorporated under the laws of the State of Texas on September 10, 2018 under the name “iDoc Virtual Telehealth Solutions, Inc.” iDoc’s principal executive offices are located at 2311 W. Main St., Houston, TX 77098, and its telephone number is (800) 671-7393.

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About VSee Health, Inc., the Combined Company post-Business Combination

VSee Health, Inc., the post-combination company, will offer an integrated customizable software platform and an ICU inpatient care module helping physicians and hospitals in an inpatient environment (versus typical outpatient telemedicine). VSee Health will be a vertically integrated company that will be composed of VSee and iDoc, offering an equal strength of software engineering and ICU inpatient care, with the goal of becoming a leading digital platform for healthcare institutions and healthcare providers domestically and internationally. VSee Health’s modular low/no code system will allow for customization and flexibility for medical providers to have the ability to deliver a low cost, high productivity solution for hospitals and medical care delivery systems. VSee Health will deliver improved productivity and customer service for physicians, physician groups, hospitals, insurance companies and providers, and improved outcomes, convenience and value for consumers.

The Business Combination Agreement

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On June 15, 2022, DHAC executed the Original Business Combination Agreement with Merger Sub I, Merger Sub II, VSee and iDoc with respect to the Business Combination. On August 9, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the First Amended and Restated Business Combination Agreement to provide for the concurrent execution of financing documents for a PIPE consisting of convertible notes and warrants and delivery of Cassel Salpeter’s opinion to the Board. On October 6, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the Second Amended and Restated Business Combination Agreement to make the consideration payable to VSee and iDoc stockholders 100% Common Stock and to provide for the concurrent execution of revised PIPE financing documents, which provided for the purchase of shares of preferred stock and warrants in connection with the closing of the Business Combination. On November 3, 2022 the parties entered into a First Amendment to the Second Amended and Restated Business Combination Agreement to remove a closing condition that DHAC have at least $10 million in cash proceeds from the transactions at closing. On July 11, 2023, each of the PIPE investors provided notice to the Company that since certain closing condition was not met, PIPE financing was terminated. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the Third Amended and Restated Business Combination Agreement to, among other things, provide for the removal of the PIPE financing and the concurrent execution of the Additional Bridge Financing, the Exchange Financing, the Quantum Financing, the Equity Financing and the Loan Conversions. On February 13, 2024, the parties entered into a First Amendment to the Third Amended and Restated Business Combination Agreement to provide that the Assumed Notes would be assumed by DHAC and converted into DHAC Common Stock following the closing instead of being converted into class B common stock of VSee and iDoc prior to the closing. On April 17, 2024, the parties entered into a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024.

Pursuant to the terms of the Business Combination Agreement, a business combination by and among DHAC, VSee and iDoc will be effected through the merger of Merger Sub I with and into VSee, with VSee surviving the Merger as a wholly owned subsidiary of DHAC and the merger of Merger Sub II with and into iDoc, with iDoc surviving the Merger as a wholly owned subsidiary of DHAC. The DHAC Board has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of DHAC. The below is a diagram of the structure of the transaction and the resulting Combined Company.

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Pre-Business Combination Corporate Structure

Merger Transaction

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Post-Business Combination Corporate Structure

The Merger Consideration

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The Business Combination implies a $53.9 million post-closing equity value and a current combined equity value of VSee and iDoc at $110 million. At the Closing, each of VSee and iDoc will convert each share of VSee and iDoc capital stock (excluding shares of the holders who perfect rights of appraisal under Delaware or Texas law, as the case may be) into the right to receive the applicable merger consideration as further described below. The estimated net cash per share of DHAC Common Stock that is being contributed by DHAC to the Combined Company is less than the $10.00 per share ascribed to such shares in the Business Combination Agreement or the amount per share that holders of DHAC Common Stock would be entitled to receive upon exercise of their redemption rights, as described in the accompanying proxy statement/prospectus.

VSee Merger Consideration

The aggregate merger consideration that the holders of VSee Class A Common Stock (including the holders of VSee Preferred Stock as converted and holders of VSee Class A Common Stock in connection with the TAD Exchange) as of the Effective Time are entitled to receive in the Business Combination, referred to as the “VSee Class A Consideration,” is an amount equal to (1) $60,500,000, minus (2) an amount equal to the Effective Time Option Grants multiplied by $10, minus (3) the aggregate amount of VSee’s transaction expenses. “Effective Time Option Grants” refers to the stock options with an exercise price of $10 per share pursuant to the VSee Incentive Plan to the individuals, in the amounts, and on the terms set forth on Exhibit E to the Business Combination Agreement. 100% of the VSee Closing Consideration will be paid in shares of Company Common Stock in accordance with the terms of the Business Combination Agreement and subject to deductions for the VSee Indemnity Escrow Amount as described below. The “VSee Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the VSee Class A Closing Consideration, divided by (2) the total number of VSee Class A Outstanding Shares, divided by (b) 10. “VSee Class A Outstanding Shares” refers to the total number of shares of VSee Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to VSee Class A Common Stock basis, and including, without

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limitation or duplication, the number of shares of VSee Class A Common Stock issuable upon conversion of the VSee Preferred Stock and upon closing of the TAD Exchange.

iDoc Merger Consideration

The aggregate merger consideration that the holders of iDoc Class A Common Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “iDoc Class A Closing Consideration,” is an amount equal to (1) $49,500,000, minus (2) the aggregate amount of iDoc’s transaction expenses. 100% of the iDoc Closing Consideration will be paid in shares of Company Common Stock in accordance with the terms of the Business Combination Agreement and subject to deductions for the iDoc Indemnity Escrow Amount as described below. The “iDoc Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the iDoc Class A Closing Consideration, divided by (2) the total number of iDoc Class A Outstanding Shares, divided by (b) 10. “iDoc Class A Outstanding Shares” refers to the total number of shares of iDoc Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to iDoc Class A Common Stock basis.

Treatment of VSee Securities

Treatment of VSee Preferred Stock

Immediately prior to the Effective Time and as a condition to the Closing, all of the outstanding shares of VSee Preferred Stock will be converted into shares of VSee Class A Common Stock in accordance with the conversion terms applicable to each series of VSee Preferred Stock as set forth in the VSee Charter. Such conversion is referred to as the VSee Preferred Stock Conversion.

Treatment of VSee Common Stock

At the Effective Time, each share of VSee Common Stock issued and outstanding as of immediately prior to the Effective Time (including shares of VSee Common Stock issued pursuant to the VSee Preferred Stock Conversion and the TAD Exchange but excluding shares of Common Stock held by VSee Stockholders properly exercising dissenters rights under Delaware law) shall be automatically canceled and extinguished and converted into the right to receive the applicable VSee Per Share Consideration.

Treatment of VSee Options

On or prior to the Effective Time, all VSee Options and any other awards under the VSee Equity Plan outstanding immediately prior to the Effective Time (whether a vested or unvested) shall be terminated and shall cease to represent the right to purchase VSee Common Stock.

Treatment of iDoc Securities

At the Effective Time, each share of iDoc Common Stock issued and outstanding as of immediately prior to the Effective Time (excluding shares of Common Stock held by iDoc Stockholders properly exercising dissenters rights under Texas law) shall be automatically canceled and extinguished and converted into the right to receive the applicable iDoc Per Share Consideration.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Business Combination Agreement, (d) compliance with laws and permits, (e) taxes, (f) financial statements and internal controls, (g) real and personal property, (h) material contracts, (i) environmental matters, (j) absence of changes, (k) employee matters, (l) litigation, (m) affiliate transactions, (n) data privacy, (o) intellectual property, (p) customers and suppliers and (m) brokers and finders.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Mergers and efforts to satisfy conditions to consummation of the Mergers. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for DHAC, VSee and iDoc to use reasonable best efforts to cooperate in the preparation of the registration statement on Form S-4 relating to

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transactions contemplated by the Business Combination Agreement containing a prospectus and proxy statement of DHAC (the “Registration Statement / Proxy Statement”) that is required to be filed in connection with the Mergers and to obtain all requisite approvals of their respective stockholders including, in the case of DHAC, the Incentive Plan (as defined below ); and that VSee and iDoc will not issue any class B common stock prior to the closing of the Business Combination.

VSee Health Inc. Incentive Plan

DHAC has agreed to approve and adopt the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing of the Business Combination and in a form mutually acceptable to DHAC, VSee and iDoc. The Incentive Plan shall provide for an initial aggregate share reserve equal to 15% of the number of shares of DHAC Common Stock outstanding following the closing after giving effect to the Business Combination, assuming full conversion of the Series A Preferred Stock and the closing of all transactions contemplated to occur concurrent with the Closing. Subject to approval of the Incentive Plan by DHAC’s Stockholders, DHAC has agreed to file a Form S-8 Registration Statement with the SEC following the Effective Time with respect to the shares of Common Stock issuable under the Incentive Plan.

Exclusive Dealing/Non-Solicitation Restrictions

Each of DHAC, VSee and iDoc has agreed that from the date of the Business Combination Agreement to the Effective Time or, if earlier, the valid termination of the Business Combination Agreement in accordance with its terms, it will not solicit, initiate, encourage, facilitate any discussions or negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to a Company Acquisition Proposal (as defined in the Business Combination Agreement) or enter into any agreement relating to such a proposal. Each of DHAC, VSee, and iDoc has also agreed to notify each other upon receipt of any Company Acquisition Proposal and inform each other of any modifications to such offer or information.

Conditions to Closing

The obligations of DHAC, VSee and iDoc to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of DHAC’s shareholders, (iii) the approval of VSee’s stockholders, (iv) the approval of iDoc’s stockholders, and (v) the delivery of applicable closing deliverables. In addition, the obligations of VSee and iDoc to consummate the Business Combination are subject to the fulfillment of other closing conditions, including, but not limited to, (i) the approval by the Nasdaq Capital Market of DHAC’s listing application in connection with the Business Combination and (ii) the DHAC board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated at any time prior to the Effective Time as follows:

(i)by mutual written consent of each of DHAC, VSee and iDoc;

(ii)by either DHAC, on the one hand, and VSee and iDoc, on the other hand, if the other party has breached its representations, warranties, covenants or agreements in the Business Combination Agreement such that the conditions to closing cannot be satisfied and such breach cannot be cured within certain specified time periods, provided that the party seeking to terminate is not itself in breach of the Business Combination Agreement;

(iii)by either DHAC, VSee or iDoc, if the transactions are not consummated on or before March 31, 2024, provided that the failure to consummate the transaction by that date is not due to a material breach by the party seeking to terminate and which is the proximate cause for the conditions to close not being satisfied;

(iv)by either DHAC, VSee, or iDoc, if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently enjoining, restraining or otherwise prohibiting the consummation of the Merger;

(v)by either DHAC, VSee, or iDoc, if the DHAC stockholders do not approve the Business Combination Agreement at a meeting held for that purpose; or

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(vi)by DHAC if either of the VSee stockholders or the iDoc stockholders do not approve the Business Combination Agreement or VSee or iDoc fail to deliver, or cause to be delivered to DHAC a Transaction Support Agreement duly executed by each Supporting Company Person (as such term is defined in the Business Combination Agreement);

The Business Combination Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about DHAC, VSee, iDoc or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about DHAC, VSee, iDoc or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that DHAC makes publicly available in reports, statements and other documents filed with the SEC. DHAC, VSee and iDoc investors and securityholders are not third-party beneficiaries under the Business Combination Agreement.

Indemnification and Escrow

The representations and warranties of VSee and iDoc survive for twelve (12) months following the Closing. VSee and iDoc have each agreed to indemnify and defend DHAC and its respective managers, officers, directors, employees, agents, successors and assigns (the “DHAC Indemnified Parties”) against, and shall hold them harmless from, any and all losses (excluding losses that are consequential, special or punitive in nature) arising out of: (i) any breach or inaccuracy of the representations and warranties of VSee or iDoc, respectively, in the Business Combination Agreement; (ii) any breach or non-fulfillment of any covenant, undertaking, agreement or other obligation of VSee, iDoc or their respective subsidiaries, respectively, contained in the Business Combination Agreement at or prior to the Closing; (iii) the fraud, intentional misrepresentation or willful breach of VSee, iDoc or their subsidiaries, respectively, at or prior to the Closing; (iv) pre-closing taxes of VSee and iDoc, respectively; and (v) certain specified matters set forth in the Business Combination Agreement and the schedules thereto.

VSee and iDoc shall not be liable for indemnity claims until the aggregate amount of losses equals or exceeds $75,000 (except with respect to fundamental representations of VSee and iDoc). However, the aggregate liability of VSee or iDoc for indemnification shall not exceed an amount equal to the VSee Indemnity Escrow Amount with respect to VSee, and the iDoc Indemnity Escrow Amount with respect to iDoc. The sole and exclusive source of recovery for indemnity by VSee and iDoc shall be the shares of DHAC Common Stock in the VSee Indemnity Escrow Account and the iDoc Indemnity Escrow Account, respectively. Fifty percent (50%) of the shares in each of the VSee Indemnity Escrow Account and the iDoc Indemnity Escrow Account will be released six (6) months after the closing date, and the remaining fifty percent (50%) will be released twelve (12) months after the closing date, in each case, in excess of any indemnity claims and in accordance with the terms of the Business Combination Agreement and an escrow agreement to be entered into among the parties and the Escrow Agent.

Certain Related Agreements

Transaction Support Agreement. In connection with the execution of the Business Combination Agreement, Milton Chen, the Executive Vice Chairman of VSee, Imoigele Aisiku, the Executive Chairman of the Board of Directors of iDoc, and certain other stockholders of VSee and iDoc (collectively, the “Supporting Stockholders”) entered into the Transaction Support Agreement dated November 21, 2023 with DHAC. Under the Transaction Support Agreement, each Supporting Stockholder agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the related transactions contemplated therein at DHAC’s stockholder meeting; (ii) not effect any sale or distribution of any shares of capital stock of DHAC, VSee, or iDoc; and (iii) take or cause to be done such further acts and things as may be reasonably necessary or advisable to cause the parties to fulfill their respective obligations under the Business Combination Agreement and consummate the transactions contemplated thereby. The shares of VSee Stock and iDoc Stock that are owned by the Supporting Stockholders and subject to the Transaction Support Agreement represent approximately 68.9% of the aggregate outstanding voting power of VSee Stock (on an as-converted basis) and approximately 85.1% of the aggregate outstanding voting power of iDoc Stock. In addition, the Transaction Support Agreement prohibits the Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal.

Sponsor Support Agreement. In connection with the execution of the Original Business Combination Agreement, the Sponsor, certain other stockholders of DHAC (together with Sponsor, the “DHAC Supporting Stockholders”), DHAC, VSee and iDoc entered

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into a support agreement, dated as of June 15, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor and each other DHAC Supporting Stockholder has agreed to, among other things (a) vote in favor of the Business Combination Agreement and the transactions contemplated hereby (including the Mergers), (b) not effect any sale or distribution of any equity securities of DHAC held by such stockholders subject to the terms described therein and (c) not to redeem any of the equity securities of DHAC such stockholder owns, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

Escrow Agreements. At the closing of the transactions contemplated by the Business Combination Agreement, DHAC, Continental in its capacity as escrow agent, and each of VSee and iDoc, will enter into one or more Escrow Agreements pursuant to which (i) 2% of the VSee Class A Closing Consideration and (ii) 2% of the iDoc Class A Closing Consideration will be held in escrow to secure the indemnification obligations of VSee and iDoc as contemplated by the Business Combination Agreement.

Leak-Out Agreement. DHAC and a certain stockholder of VSee entered into a Leak-Out Agreement on August 9, 2022, which was amended and restated on October 6, 2022 and amended on November 21, 2023, pursuant to which such stockholder will agree that, for a period of time as set forth therein (the “Restricted Period”), neither the signing stockholder nor any of its affiliates shall sell, dispose, or transfer (including short sales, swaps, and derivative transactions), DHAC Common Stock held by the signing stockholder on the Closing Date in an amount representing more than 10% of the trading volume of DHAC’s Common Stock as reported by Bloomberg, LP on any date during the Restricted Period.

Bridge Financing

On October 5, 2022, DHAC, VSee and iDoc entered into the Original Bridge SPA with the Bridge Investor, who is also an investor in our Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor the Bridge Notes in the respective principal amount of $888,888.80, $666,666.60 and $666,666.60 for an aggregate principal amount of $2,222,222. The Bridge Notes bear guaranteed interest at a rate of 10.00% per annum and are convertible into shares of DHAC common stock under certain conditions described below. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 Bridge Warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments and (ii) 30,000 shares of DHAC common stock. In connection with the Original Bridge SPA, DHAC entered into the Bridge RRA with the Bridge Investor, dated October 5, 2022, and as amended further on January 22, 2024, which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Bridge Notes, the Additional Bridge Notes and the Bridge Warrants and the 30,000 commitment shares. None of the shares underlying the Bridge Notes and the Additional Bridge Notes, the shares underlying the Bridge Warrants or the aforementioned 30,000 commitment shares are being registered pursuant to this Registration Statement.
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On November 21, 2023, DHAC,VSee and iDoc entered into the Bridge Amendment,pursuant to which the Bridge Investor agreed to purchase the Additional Bridge Notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased at a later date mutually agreed upon by DHAC and the Bridge Investor, which is currently expected to be upon the filing of an amendment to DHAC’s Registration Statement on Form S-4 in connection with the Business Combination. The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. The conversion price of the Additional Bridge Notes is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the DHAC common stock in the 10 trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. In addition, on April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a letter agreement, which amended the business combination timelines in the Additional Bridge Notes.

On November 21, 2023, DHAC, VSee and iDoc entered into the Exchange Agreement with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for the Exchange Note with an aggregate principle value of $2,523,744.29, which will be guaranteed by each of DHAC, VSee and iDoc. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of common stock of the Combined Company at a fixed conversion price of $10 per share. The conversion price of the Exchange Note is subject to reset if

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DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of DHAC’s common stock in the 10th trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Exchange Note requires the payment of 110% of the outstanding obligations. If an event of default occurs, the Exchange Note would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations.

The Additional Bridge Notes and the Exchange Note would convert into an aggregate of (i) 270,375 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 540,749 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,351,872 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

Pursuant to the Exchange Agreement and the Conversion SPAs with the Bridge Investor, DHAC will enter into a registration rights agreement at the Closing, pursuant to which it will agree to register (i) the shares of DHAC common stock underlying the Exchange Note; (ii) the shares of DHAC common stock issuable as interest or principal on the Exchange Note; (iii) the applicable Loan Conversion Common Shares; (iv) the shares of DHAC common stock issuable pursuant to any anti-dilution or any remedies provisions of the Exchange Note; and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event.
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In connection with Exchange Agreement, the sponsor of DHAC and certain directors and officers of DHAC will enter into a lock-up agreement in a form under the Exchange Agreement at the Closing, pursuant to which each will agree, from the date of the lock-up agreement until the 180 days after the Closing, subject to certain customary exceptions, to not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of DHAC common stock or securities convertible, exchangeable or exercisable into, shares of DHAC common stock beneficially owned, held or hereafter acquired by the person signing the lock-up agreement.

For more information, see “Description of the Combined Company’s Securities — Bridge Financing.”

Quantum Financing

On November 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 (the “Quantum Financing”). The Quantum Note will bear interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10.00, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. Concurrently with the consummation of the transactions contemplated by the Quantum Purchase Agreement, the Company will enter into a registration rights agreement pursuant to which it will agree to register the shares of DHAC common stock underlying the Quantum Note. For more information, see “Description of the Combined Company’s Securities — Quantum Note.”
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The Quantum Note would convert into an aggregate of (i) 300,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 600,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,500,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

The Quantum Investor is a Delaware LLC that is owned 33% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 33% by the Bridge Investor and 33% by M2B Funding Corp. This financial interest of SCS Capital Partners may mean that the Sponsor may be incentivized to complete the Business Combination

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with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow DHAC to wind up having failed to consummate a business combination and lose the Sponsor’s entire investment.

A.G.P. Financing

DHAC executed a Securities Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) on November 3, 2022 and as amended on November 21, 2023 (the “A.G.P. Securities Purchase Agreement”) whereby A.G.P. subscribed for and will purchase, and DHAC will issue and sell, at the closing of the Business Combination, 4,370 shares (“A.G.P. Series A Shares”) of Series A Preferred Stock, par value $0.0001 per share, of the Combined Company (the “Series A Preferred Stock”) at a per share price of $1,000 (the “A.G.P. Financing”). A.G.P. will not receive deferred underwriting commissions of $4,370,000 which it has agreed to take as the A.G.P. Series A Shares.

The Series A Preferred Stock is convertible at any time on or after the earlier of (i) 12 months from the date of issuance of the shares of Series A Preferred Stock and (ii) the date on which no shares of Series A Preferred Stock remain outstanding. The initial conversion price of the Series A Preferred Stock of $10 is subject to reset to an “Alternate Conversion Price,” which means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date, and (ii) the greater of (x) $10.00 (or (i) $5.00, after the later of (x) 90 days after issuance of the shares of Series A Preferred Stock or (y) the earlier of the date the shares underlying the shares of Series A Preferred Stock are eligible to be resold pursuant to Rule 144 or the date a resale registration statement is declared effective, or (ii) $2.00, after the earlier of (x) the date the VWAP of the Combined Company common stock trades at less than $5.00 for 10 consecutive trading days and (y) the first anniversary of issuance) and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) trading days with the lowest VWAP of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, divided by three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. Therefore, the A.G.P. Series A Shares would convert into an aggregate of (i) 437,000 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 874,000 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 2,185,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00. For more information, see “Description of the Combined Company’s Securities — Series A Preferred Stock.”

Loan Conversions

On November 21, 2023, DHAC, VSee, and/or iDoc, as applicable, entered into the Conversion SPAs, with various lenders of each of DHAC, VSee and iDoc, which include the Bridge Investor and entities affiliated with Marc Munro, significant beneficial owner of the Sponsor, pursuant to which (1) certain indebtedness owed by DHAC will be converted into Series A Preferred Stock at the Closing; (2) certain indebtedness owed by VSee will be converted into Series A Preferred Stock of the Combined Company at the Closing; (3) certain indebtedness owed by iDoc will be converted into Series A Preferred Stock of the Combined Company at the Closing; (4) the $600,000 balance of the VSee Bridge Note not included in the Exchange Note will be assumed by the Combined Company and converted into Combined Company common stock following the Closing; and (5) the $600,000 balance of the iDoc Bridge Note not included in the Exchange Note and certain indebtedness owed by iDoc to Tidewater will be assumed by the Combined Company and converted into Combined Company common stock following the Closing.
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The Loan Conversion Series A Shares would convert into an aggregate of (i) 178,800 shares of Combined Company common stock, assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 357,600 shares of Combined Company common stock, assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 894,000 shares of Combined Company common stock, assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00. The Loan Conversion Common Shares would convert into an aggregate of 892,500 shares of Combined Company common stock at a fixed conversion price of $2.00 per share. For more information about the Series A Preferred Stock, see “Description of the Combined Company’s Securities — Series A Preferred Stock.”
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Equity Financing

On November 21, 2023, DHAC entered into the Equity Purchase Agreement with an affiliate of the Bridge Investor pursuant to which DHAC may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly

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issued shares of the Combined Company’s common stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing, provided that certain conditions are met. DHAC also agreed to file a resale registration statement to register shares of common stock to be purchased under the Equity Purchase Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. On the Equity Purchase Effective Day, the Combined Company will issue to the investor, as a commitment fee, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Combined Company’s common stock at a fix conversion price of $10 per share. The Equity Purchase Note would convert into an aggregate of 50,000 shares of Combined Company common stock at a fixed $10.00 conversion price and a common stock equivalent per share price of $10.00. For more information, see “Description of the Combined Company’s Securities — Equity Financing.”

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Extension Financing

On May 5, 2023 and as further amended on April 17, 2024, DHAC entered into the Extension Purchase Agreement with an unaffiliated institutional investor pursuant to which DHAC issued and sold to such investor the Extension Note in the aggregate principal amount of $300,000. The Extension Note will bear guaranteed interest at a rate of 10.00% per annum. In connection with the purchase of the Extension Note, DHAC issued the investor (i) 26,086 Extension Warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments and (ii) 7,000 Extension Shares as additional consideration for the purchase of the Extension Note and Extension Warrants. 110% of all unpaid principal under the Extension Note and guaranteed interest of 10% are due and payable at the Closing. In connection with the Extension Financing, DHAC entered into the Extension RRA with the investor, dated May 5, 2023, which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Extension Warrants and the Extension Shares 30 days after the effective date of the resale registration statement to be filed with respect to the Bridge Financing on the terms set forth therein. None of the Extension Warrants, the shares of commons stock underlying the Extension Warrants nor the aforementioned 7,000 Extension Shares are being registered pursuant to this Registration Statement. The obligations of DHAC under the Extension Note and Extension Securities Purchase Agreement are guaranteed by VSee and iDoc and all such obligations are subordinated to the obligations of DHAC, VSee and iDoc under the Bridge Financing. For more information, see “Description of the Combined Company’s Securities — Extension Note” and “Description of the Combined Company’s Securities — Extension Warrants.”

Related Party Notes

On October 26, 2022, DHAC issued an unsecured promissory note in the aggregate principal amount of $350,000 to the Sponsor. The Company deposited to the trust account all of the loan amount and extended the amount of time it had available to complete a business combination.

On May 5, 2023, DHAC issued a promissory note to SCS Capital Partners, a stockholder who currently holds more than 5% shares in the Company and an affiliate of the Sponsor, in the aggregate principal amount of $200,000 bearing interest at a rate of 10% per annum and is due and payable on May 5, 2024.

On August 17, 2023, DHAC issued an additional amended and restated unsecured promissory note to SCS Capital Partners pursuant to which the Company could borrow up to an aggregate principal amount of $565,000. The promissory note is non-interest bearing and shall be used to pay for general operating expenses.

Between April 2023 to October 2023, SCS, LLC advanced an aggregate amount of approximately $153,000 to DHAC.

On January 12, 2023, VSee issued an unsecured promissory note in the aggregate principal amount of $220,000 to Whacky, an affiliate of the Sponsor and which is owned by Marc Munro.

On November 15, 2022, iDoc and Munro Trust, an affiliate of the Sponsor and which is owned by Marc Munro, entered into a Loan and Security Agreement, where Munro Trust loaned iDoc $200,000 maturing on December 31, 2024.

On January 24, 2023, iDoc issued an unsecured promissory note in the aggregate principal amount of $110,000 to Munro Trust, an affiliate of the Sponsor and which is owned by Marc Munro.

On February 14, 2023, iDoc issued an unsecured promissory note in the aggregate principal amount of $643,500 to Tidewater, an affiliate of the Sponsor and which is owned by Marc Munro.

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All of the foregoing promissory notes will be converted into shares of Common Stock or Series A Preferred Stock of the Combined Company at or following the Closing of the Business Combination pursuant to the Loan Conversions.

In addition, on October 4, 2023 and as amended on January 22, 2024, DHAC issued an unsecured promissory note in the aggregate principal amount of $165,000 to M2B, an affiliate of the Sponsor and which is owned by Daniel Kordash, and such note was satisfied and paid off on January 31, 2024.

For more information, see “Certain Relationships and Related Transactions — Working Capital Loans.”

Timing of Cash Flows and Share Issuances from Financing Arrangements and Resale/Registration Rights

Timing of cash flows:

Bridge Notes, Additional Bridge Notes and Exchange Note — monies already received by DHAC.

Assumed Notes and Related Party Notes — monies already received by DHAC, VSee and/or iDoc, as applicable.

Quantum Financing — at the closing of the Business Combination.

Equity Financing — after the closing of the Business Combination.

Timeline of shares issuable and resale restrictions or registration rights:

Loan Conversion Series A Shares and the A.G.P. Series A Shares — at the closing of the Business Combination. The shares of Series A Preferred Stock are convertible into the Combined Company’s Common Stock at any time following the earlier of (i) 12 months after the date of initial issuance of the Series A Shares or (ii) the date on which no shares of Series A Preferred Stock remain outstanding. The Series A Shares do not have registration rights.

Loan Conversion Common Shares - The Assumed Notes were already issued and will be assumed by the Combined Company in connection with the closing. The Assumed Notes will be convertible into Combined Company common stock immediately after closing of the Business Combination at a fixed conversion price of $2.00 per share. DHAC has agreed to register the Loan Conversion Common Shares following the closing.

Additional Bridge Notes, Exchange Note, Bridge Warrants and Bridge Shares — The Bridge Shares, Bridge Warrants and Bridge Notes were already issued. The Additional Bridge Notes and the Exchange Note will be issued at closing. The Bridge Warrants are exercisable immediately on the day of issuance on October 5, 2022 for a term of five (5) years. The Bridge Notes are currently convertible into the DHAC Common Stock. The Additional Bridge Notes and the Exchange Note are immediately convertible into shares of Common Stock at issuance until such notes are no longer outstanding at an initial fixed conversion price of $10 per share, subject to adjustment. DHAC has entered into the Bridge RRA and will enter into the Exchange RRA, pursuant to which it agreed or will agree to register the shares of Common Stock underlying the Exchange Note, the Bridge Notes, the Additional Bridge Notes, the Bridge Warrants and the Bridge Shares and the applicable Loan Conversion Common Shares. The Bridge RRA provides that DHAC will file a registration statement to register the shares of Common Stock underlying the (i) Bridge Warrants,(ii) the bridge commitment shares,(iii) the shares of Common Stock issuable pursuant to the Bridge Notes and the Additional Bridge Notes and any anti-dilution or any remedies provisions of the Bridge Notes and the Additional Bridge Notes; and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event no later than 30 calendar days after the Closing of Business Combination. The Exchange RRA provides that DHAC will file a registration statement to register (i) the shares of Common Stock underlying the Exchange Note; (ii) the shares of Common Stock issuable as interest or principal on the Exchange Note; (iii) the shares of Common Stock issuable pursuant to any anti-dilution or any remedies provisions of the Exchange Note; and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event no later than 30 calendar days after the Closing of Business Combination.

Extension Shares and Extension Warrants — The Extension Shares and Extension Warrants have already been issued. The Extension Warrants are exercisable upon issuance for five years from the date of issuance. DHAC entered into the Extension RRA which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Extension Warrants and the Extension Shares no later than 90 days after the Closing of Business Combination.

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Quantum Note — The Quantum Note will be issued at Closing. The Quantum Note is convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination, which conversion price is subject to reset, and the Quantum Note is convertible immediately upon issuance. DHAC will enter into the Quantum RRA with the Quantum Investor which provides that DHAC will file a registration statement to register the shares of Common Stock underlying the Quantum Note covering the period from the date when the Quantum RRA is signed following the earlier of (i) the date on which the Quantum Investor has sold all of the registrable securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities.

The Quantum Investor is a Delaware LLC that is owned 33% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 33% by the Bridge Investor and 33% by M2B Funding Corp. This financial interest of SCS Capital Partners may mean that the Sponsor may be incentivized to complete the Business Combination with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow DHAC to wind up having failed to consummate a business combination and lose the Sponsor’s entire investment.

Equity Financing and Equity Purchase Note — The Equity Purchase Note will be issued at Closing. The Equity Purchase Note is convertible immediately upon issuance until such note is no longer outstanding. Shares of Common Stock issuable further to the Equity Purchase Agreement will be issued from time to time after such shares are registered and then purchased further to the terms of the Equity Purchase Agreement. The Equity Purchase Agreement provides that the Combined Company will file a registration statement to register the shares of Common Stock underlying the Exchange Note no later than 30 days after the Closing.

Effective Time Options — The Effective Time Options will be issued at the closing of the Business Combination. A Registration Statement on Form S-8 will be filed in connection with the closing of the Business Combination to register the Effective Time Options and the other shares issuable pursuant to the Incentive Plan.

Founder Shares and Private Placement Units — The founder shares and Private Placement Units have already been issued. The founders shares and Private Placement Unit securities held by Sponsor are subject to demand and piggyback registration rights granted to Sponsor and the other holders of founder shares pursuant to a Registration Rights Agreement dated November 3, 2021 between DHAC and such holders (the “IPO RRA”). In addition, Sponsor and the other holders of founder shares have agreed not to transfer, assign or sell any of their respective founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business combination (the “Founder Share IPO Lockup”). Sponsor’s Private Placement Unit securities will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (the “IPO Private Placement Lockup”). The securities of DHAC held by Sponsor may also not be transferable, assignable or salable until the Bridge Notes are repaid (the “Bridge Lockup”). In addition, in connection with the Exchange Agreement, the Sponsor and the directors and officers of DHAC will enter into a lock-up agreement in a form under the Exchange Agreement at the closing of the business combination, pursuant to which each will agree, from the date of the lock-up agreement until the 180 days after the closing of the business combination, subject to certain customary exceptions, not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of Common Stock or securities convertible, exchangeable or exercisable into, shares Common Stock beneficially owned, held or hereafter acquired by the person signing the lock-up agreement.

None of the foregoing securities or shares of Common Stock underlying such securities are being registered pursuant to this Registration Statement.

For more information, see “Proposal 1 — The Business Combination Proposal — Sources and Uses for the Business Combination,” “Certain Relationships and Related Transactions — Working Capital Loans” and Proposals 7-11.

Management

Effective as of the closing of the Business Combination, all of the executive officers of DHAC immediately prior to the closing of the Business Combination shall resign, Milton Chen and Imoigele Aisiku will become the Co-Chief Executive Officers of the

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Combined Company. Jerry Leonard will become the Chief Financial Officer and Secretary of the Combined Company. George McNellage will become the Chief Operating Officer and the Director of Sales. In addition, the current directors of DHAC, other than Kevin Lowdermilk and Scott Metzger, will resign from our Board. The board of directors of the Combined Company will be comprised of Milton Chen, Imoigele Aisiku, Kevin Lowdermilk, Colin O’Sullivan and Scott Metzger.

See “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.

Indemnification Agreements. In connection with the Closing, DHAC has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to DHAC, VSee and iDoc, with the individuals who will be nominated and, subject to stockholder approval, elected to DHAC’s board of directors effective as of the Closing.

Voting Securities

As of the Record Date, there were [3,603,966] shares of Common Stock issued and outstanding. Only DHAC stockholders who hold shares of Common Stock of record as of the close of business on [•], 2024 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Charter Amendment Proposals, the Bylaws Proposal, the Directors Proposal, the Stock Plan Proposal, the Nasdaq Merger Proposal, the Nasdaq Quantum Financing Proposal, the Nasdaq Equity Financing Proposal, the Nasdaq A.G.P. Financing Proposal, the Nasdaq Loan Conversion Proposal, the Nasdaq Bridge Financing Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof.

Attending the Meeting either in person by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

Pursuant to the Initial Stockholder Support Agreement, the Initial Stockholders holding an aggregate of 3,432,000 shares of Common Stock have agreed to vote their shares in favor of each of the Proposals set forth in this proxy statement/prospectus/consent solicitation. As a result, no shares of Common Stock held by the Public Stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares of Common Stock to constitute a quorum is present, no shares of common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

Appraisal Rights

Appraisal rights are not available to holders of DHAC shares of Common Stock in connection with the proposed Business Combination under Delaware law. A summary of the appraisal rights that may be available to VSee Stockholders under Section 262 of the General Corporation Law of the State of Delaware (“DGCL”) with respect to the Business Combination is described in “Appraisal Rights — VSee Stockholder Appraisal Rights”. A copy of Section 262 of the DGCL is attached as Annex E to this proxy statement/prospectus/consent solicitation. A summary of the appraisal rights that may be available to iDoc Stockholders under Subchapter H, Chapter 10, Title 1 of the Texas Business Organizations Code (“TBOC”) with respect to the Business Combination is described in “Appraisal Rights — iDoc Stockholder Appraisal Rights”. A copy of Subchapter H, Title 1, Chapter 10 of the TBOC is attached as Annex F to this proxy statement/prospectus/consent solicitation.

Redemption Rights

Pursuant to DHAC’s Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares. As of April 22, 2024, this would have amounted to approximately $12.1 per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

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(b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares prior to exercising your redemption rights with respect to the Public Shares; and

Holders of outstanding Units must separate the underlying Public Shares prior to exercising redemption rights with respect to the Public Shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Shares from the Units.

If a holder exercises his/her redemption rights, then such holder will be exchanging his/her Public Shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its Public Shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Ownership of the Post-Business Combination Company After the Closing

In connection with stockholder votes to extend the term of DHAC on October 20, 2022 and November 6, 2023, an aggregate of 11,385,034 Public Shares were redeemed. The following tables show the ownership of the Combined Company following the Business Combination and all possible sources and the extent of dilution our shareholders who elect not to redeem their shares may experience in connection with the Business Combination and the related Closing transactions, assuming that (i) no indemnity claims or expenses are deducted from VSee’s or iDoc’s merger consideration at or after closing, (ii) all Series A Shares and Convertible Notes are converted at the described conversion prices, (iii) the Assumed Notes are converted at a $2.00 conversion price, (iv) no warrants or options of the Combined Company are exercised and (v) no shares are issued pursuant to the Equity Purchase Agreement (other than pursuant to assumed conversion of the Equity Purchase Note).

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

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Assuming a $5.00 conversion price of each of the Series A Preferred Stock and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):

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Assuming a $2.00 conversion price of each of the Series A Preferred Stock and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):

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500,000 founder shares and 918 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined and consolidated financial data (the “Summary Pro Forma Information”) gives effect to the Business Combination. The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, DHAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of VSee issuing shares for the net assets of DHAC, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of VSee. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Business Combination. As VSee is determined to be the accounting acquirer in the Business Combination, the acquisition of iDoc will be treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and will be accounted for using the acquisition method of accounting. The consideration transferred to acquire iDoc will be allocated to the assets acquired and liabilities assumed based on the estimated acquisition-date fair values. The excess of consideration transferred to effect the acquisition over the fair values of assets acquired and liabilities assumed will be recorded as goodwill.

The summary unaudited pro forma condensed combined balance sheet as of December 31, 2023 gives effect to the Business Combination as if it had occurred on December 31, 2023. The summary unaudited pro forma condensed combined and consolidated statement of operations for the year ended December 31, 2023 gives effect to the Business Combination as if they had occurred on January 1, 2023.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined and consolidated financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus/consent solicitation and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of DHAC, VSee and iDoc for the applicable periods included elsewhere in this proxy statement/prospectus/consent solicitation. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what DHAC’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of DHAC following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of DHAC common stock: