| Related Party |
Note 8 Related Party
Related Party Transactions by VSee Labs
Notwithstanding the legal
form of the business combination pursuant to the Business Combination Agreement, since the Business Combination was accounted for as a
reverse recapitalization between VSee Lab and DHAC, and VSee lab as the accounting acquirer and iDoc as the accounting acquiree and the
historical comparative financial information prior to June 24, 2024 as presented in this quarterly report is that of VSee Lab, the following
related party transactions incurred by VSee Lab were reported hereby.
| | (1) | During the year ended December 31, 2022, employees subscribed $127,710 of cash for shares in VSee Lab representing 597,000 common stock shares in VSee Lab. As a result of the closing of the Business Combination, the shares were issued to the subscribing employees for total 239,424 shares of common stock in VSee Health, Inc. and as such the payable was reclassified to equity in additional paid in capital as share were issued. In addition, $210,796 of the related party payable was eliminated at consolidation between iDoc and VSee Lab. The balance due to the related parties as of March 31, 2026, and December 31, 2025, was $51,900 and $51,900, respectively. |
| | (2) | During the year ended December 31, 2022, VSee Lab received a loan of $110,000 from the then CEO, Milton Chen, for advanced cash and paid operating expenses incurred by VSee Lab. On March 29, 2023, VSee Lab revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from Mr. Milton Chen for advanced cash and paid operating expenses on behalf of VSee Lab. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense via effective interest method over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2026 and December 31, 2025, the related party promissory note net of unamortized debt discount was $121,000. The Company (as the successor of VSee Lab for accounting purposes) recognized $7,757 in interest expense for the three months ended March 31, 2026, and 2025. The Company (as the successor of VSee Lab for accounting purposes) had $88,607 and $80,850 in accrued interest as of March 31, 2026, and December 31, 2025, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. |
| (3) | On March 29, 2023, VSee Lab received a 10.00% original issue
discount promissory note with a principal balance of $132,000 from the then CEO, Milton Chen, for advanced cash and paid operating expenses
on behalf of VSee Lab. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount
and amortized via effective interest method as interest expense over the life of the underlying note payable. The promissory note matured
on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity.
The note has a default interest rate of 26% from the default date. As of March 31, 2026, and December 31, 2025, the related party
promissory note net of unamortized debt discount was $132,000. The Company (as the successor of VSee Lab for accounting purposes)
recognized $8,642 in interest expense for the three months ended March 31, 2026, and 2025. The Company (as the successor of VSee Lab
for accounting purposes) had $98,222 and $89,760 in accrued interest as of March 31, 2026, and December 31, 2025, respectively,
which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. |
| | (4) | On December 26, 2023, VSee Lab received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the then CEO, Milton Chen, for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized via effective interest method as interest expense over the life of the underlying note payable. The promissory note matured on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2026, and December 31, 2025, the related party promissory note was $70,000. The Company (as the successor of VSee Lab for accounting purposes) recognized $4,936 in interest expense for the three months ended March 31, 2026, and 2025. The Company (as the successor of VSee Lab for accounting purposes) had $42,281, and $37,345 in accrued interest as of March 31, 2026 and December 31, 2025, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. |
Related Party Transactions by iDoc
For accounting purposes, it
was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions
incurred by iDoc due to acquisition of iDoc on June 24, 2024.
| | (1) | A related party balance due from the then CEO of iDoc, Imoigele Aisiku, for cash transferred through a company controlled by him. The balance due from the related party on March 31, 2026 and December 31, 2025 were $312,947 and $304,614 respectively. The transactions and amounts are unsecured and non-interest-bearing and are not necessarily what third parties would agree to. |
| | (2) | iDoc issued a promissory note on May 15, 2023, with a principal balance of $200,000 from a board member (“Holder”). The note bears no interest and matures on May 15, 2026. iDoc shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots, from the 13th to 20th, that iDoc deployed. iDoc is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on the eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. As of March 31, 2026, and December 31, 2025, the related party promissory note was $141,651, including a fair value adjustment of $58,349. The loan is included in the Related Party Loan Payable disclosure on the condensed consolidated balance sheets. No interest is recognized for the three months ending March 31, 2026. |
Related Party Transactions by DHAC
For accounting purposes, it
was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions
incurred by DHAC due to the reverse merger with DHAC on June 24, 2024 (See Note 11 – Equity).
| | (1) | On November 21, 2023, DHAC entered into a convertible note purchase agreement, pursuant to which an institutional and accredited investor, the Quantum Investor, subscribed for and purchased, and the Company issued and sold to the Quantum Investor, after the Closing of the Business Combination on June 25, 2024 and as further amended on July 3, 2024, a 7% original issue discount convertible promissory note, the Quantum Convertible Note, in the aggregate principal amount of $3,000,000. SCS Capital Partners LLC, a Sponsor affiliate, owns approximately 40.74% of the Quantum Investor. As of March 31, 2026, and December 31, 2025, the $346,943 and $351,307, respectively (inclusive of principal plus accrued interest on) of the Quantum Convertible Note was due and payable. |
| | (2) | On June 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC (“SCS”), who is an affiliate of our Sponsor, pursuant to which we shall pay SCS $12,500 per month for business consulting services and $2,500 per month for access to remote office space in Boca Raton, Florida. In addition, the Consulting Services Agreement calls for the issuance of $25,000 worth of shares of common stock at issuance and an additional $25,000 worth of common stock on or about each of the Company’s filings on Form 10-K or Form 10-Q. The agreement shall continue for twelve (12) months and shall automatically continue on a six-month term basis thereafter unless terminated by either party. During the three months ended March 31, 2026, and 2025, the Company accrued expense amounting to $45,000, and $60,000, respectively, pertaining to the above-said agreements. The Company has accrued an amount of $100,000 related to the future common stock issuances as of March 31, 2026, and December 31, 2025. . | | | (3) | On June 24, 2024, DHAC owed the Sponsor and certain Sponsor affiliates $504,659 in advance to cover working capital needs, which were non-interest bearing due on demand. On June 25, 2024, $47,800 of such advances were repaid in cash. On November 8, 2024, the Sponsor affiliate, SCS and the Company executed a securities purchase agreement whereby certain working capital funds advanced by SCS in the aggregate amount of $405,000 as of December 31, 2024, were converted into 202,500 shares of Common Stock. The Company determined that the partial settlement of the working capital advances represented a troubled debt restructuring, as the Company determined it was experiencing financial difficulties and the lender granted a concession through the exchange for shares of Common Stock. Under the troubled debt restructuring accounting, the Company reduced the carrying amount of the working capital funds advances by the fair value of the shares of Common Stock issued ($261,225) and then compared the future undiscounted cash flows associated with the working capital advances to the carrying value. The Company determined an additional $143,775 reduction in the carrying value was necessary to equate it to the future undiscounted cash flows, representing a gain on restructuring. As SCS is a related party to the Company, the restructuring gain was treated as a capital transaction and recorded to additional paid in capital along with the fair value of the shares of common stock issued in the settlement. As of March 31, 2026, and December 31, 2025, $51,900 of advances due to the Sponsor and certain Sponsor affiliates remain due and payable. The Sponsor has no further obligation to fund working capital needs. |
|