Business Combination (Tables)
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12 Months Ended |
Dec. 31, 2024 |
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| Business Combination |
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| Summary of purchase consideration for iDoc acquisition |
| | | | | | Amount | 4,950,000 shares of common stock issued to sellers at $12.11 per share | | $ | 59,944,500 | 292,500 shares of common stock issued upon conversion of debt at $12.11 per share | | | 3,542,175 | 300,000 shares of common stock issued upon conversion of debt at $12.11 per share | | | 3,633,000 | 300 shares of series A preferred stock issued upon conversion of debt, of which upon conversion, 150,000 shares of common stock are issuable, at $12.11 per share | | | 1,816,500 | Total purchase consideration | | $ | 68,936,175 |
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| Summary of pro forma financial information |
| | | | | | | | | For the Years Ended December 31, | | | 2024 | | 2023 | | | | | | (Restated) | Total revenues | | $ | 12,956,035 | | $ | 12,467,079 | Net loss | | $ | (58,167,923) | | $ | (9,035,462) | Weighted average shares: | | | | | | | Basic and diluted | | | 15,057,259 | | | 14,665,277 | Net loss per share: | | | | | | | Basic and diluted | | $ | (3.86) | | $ | (0.62) |
| | | | | | | | | For the Years Ended December 31, | | | 2024 | | 2023 | Amortization of intangible assets | | $ | (2,210,000) | | $ | (2,210,000) | Transaction expenses | | $ | 301,013 | | $ | 445,270 |
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| Schedule of Common stock Business Combination |
| | | Common Stock Outstanding After Business Combination: | | | | | Shares | DHAC public shares, net of redemptions | | 114,966 | DHAC Sponsor affiliate shares | | 3,432,000 | VSee loan conversions shares | | 292,500 | Bridge Investors shares | | 630,000 | Other current DHAC stockholder shares | | 27,000 | VSee company shares issued in Business Combination | | 5,246,354 | iDoc company shares issued in Business Combination | | 4,950,000 | Total Company common stock outstanding immediately following the Business Combination | | 14,692,820 |
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| Summary of the recapitalization and net equity impact on business combination |
| | | | Cash - Trust and cash | | $ | 1,323,362 | | | | | Liabilities assumed | | | | Accrued Expenses | | | (5,530,630) | Due to Sponsor | | | (657,659) | Exchange Note | | | (6,155,925) | ELOC | | | (694,512) | Additional Bridge Notes | | | (466,646) | Promissory Note - Related Party | | | (350,000) | Promissory Note - SCS Capital Partners LLC | | | (765,000) | Deferred Underwriting Fee Payable | | | (4,370,000) | Promissory Note - Extension Note | | | (335,750) | Extension Note - Embedded Derivative | | | (33,000) | Total liabilities assumed | | | (19,359,122) | Net liabilities assumed | | $ | (18,035,760) |
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| iDoc |
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| Business Combination |
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| Schedule of the assets acquired and liabilities assumed as part of the business combination |
| | | | Total purchase price consideration, net of cash acquired of $29,123 | | $ | 68,907,052 | | | | | Estimated fair value of assets acquired: | | | | Accounts receivable, net* | | | 532,982 | Due from related party | | | 992,746 | Note receivable, related party | | | 245,500 | Prepaid expenses and other current assets | | | 164,661 | Customer relationships | | | 2,100,000 | Developed technology | | | 10,000,000 | Right-of-use assets | | | 695,417 | Fixed assets | | | 839,785 | Total assets acquired | | | 15,571,091 | | | | | Estimated fair value of liabilities assumed: | | | | Accounts payable, accrued expenses and other current liabilities | | | 2,560,775 | Line of credit and notes payable | | | 2,516,345 | Lease liabilities - operating - related party | | | 265,058 | Lease liabilities - operating | | | 430,359 | Lease liabilities - finance | | | 736,624 | Deferred tax liabilities | | | 1,746,782 | Total liabilities assumed | | | 8,255,943 | | | | | Goodwill | | $ | 61,591,904 |
* As of the acquisition date, gross contractual accounts receivable was approximately $3.8 million and the Company expects that approximately $3.3 million will not be collected.
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