Business Combination (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Business Combination |
|
| Schedule of Pro forma Financial Information |
| | |
For the
Year Ended | |
| | |
December 31,
2024 | |
| | |
| |
| Total revenues | |
$ | 12,956,035 | |
| Net loss | |
| (58,167,923 | ) |
| Weighted average shares: | |
| | |
| Basic and diluted | |
| 15,057,259 | |
| Net loss per share: | |
| | |
| Basic and diluted | |
$ | (3.86 | ) |
| | |
For the
Year Ended | |
| | |
December 31,
2024 | |
| Operating lease expense | |
$ | (2,210,000 | ) |
| Transaction expenses | |
$ | 301,013 | |
|
| Schedule of Common Stock 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 | |
|
| Schedule 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 | ) |
|
| iDoc |
|
| Business Combination |
|
| Schedule of Purchase Consideration |
| | |
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 | |
|
| Schedule of Allocation of Total Purchase Consideration |
| 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. |
|