| Sponsor(1)(3) | | | | | 2,665,250 | | | | | | 16.8% | | |
|
Sponsor Affiliates(1)(2)
|
| | | | 936,300 | | | | | | 5.9% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | |
|
Public Stockholders whose shares are subject to redemption
|
| | | | 114,966 | | | | | | 0.7% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | |
|
AGP
|
| | | | 437,000 | | | | | | 2.8% | | |
|
Bridge Investor(3)
|
| | | | 950,375 | | | | | | 6.0% | | |
|
Quantum Investor(2)(3)
|
| | | | 300,000 | | | | | | 1.9% | | |
|
Other Stockholders
|
| | | | 27,000 | | | | | | 0.2% | | |
| Sponsor(1)(3) | | | | | 2,805,250 | | | | | | 13.6% | | |
|
Sponsor Affiliates(1)(2)
|
| | | | 1,511,500 | | | | | | 7.3% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | |
|
Public Stockholders whose shares are subject to redemption
|
| | | | 114,966 | | | | | | 0.6% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | |
|
AGP
|
| | | | 2,185,000 | | | | | | 10.6% | | |
|
Bridge Investor(3)
|
| | | | 2,031,872 | | | | | | 9.9% | | |
|
Quantum Investor(2)(3)
|
| | | | 1,500,000 | | | | | | 7.3% | | |
|
Other Stockholders
|
| | | | 27,000 | | | | | | 0.1% | | |
|
/s/ Scott Wolf
Scott Wolf
|
| | | |
| Chief Executive Officer | | | | |
| Digital Health Acquisition Corp. | | | | |
| May 13, 2024 | | | | |
| By Order of the Board of Directors, | | | | |
|
/s/ Scott Wolf
Scott Wolf
Chief Executive Officer Digital Health Acquisition Corp. May 13, 2024 |
| | | |
| By Order of the Board of Directors, | | | | |
|
/s/ Milton Chen
Milton Chen
Executive Vice Chairman VSee Lab Inc. May 13, 2024 |
| |
| By Order of the Board of Directors, | | | | |
|
/s/ Imoigele Aisiku
Imoigele Aisiku, Executive Chairman
iDoc Virtual Telehealth Solutions, Inc.
May 13, 2024 |
| | | |
| | |
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Page
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| | | | 338 | | | |
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| | | | 348 | | | |
| | | | 349 | | | |
| | | | 355 | | | |
| | | | 365 | | | |
EXPERTS | | | | | 366 | | |
| | | | 367 | | | |
| | | | 373 | | | |
| | | | 373 | | | |
| | | | 373 | | | |
| | | | 373 | | | |
| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | B-1-1 | | | |
| | | | B-2-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
ANNEX H PRELIMINARY PROXY CARD
|
| | | | | | |
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
|
| | | | | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
Pro Forma Combined
|
| |||||||||
| | |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Summary Unaudited Pro Forma Condensed Combined Statement of
Operations Data For the Year Ended December 31, 2023 |
| | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (13,830,133) | | | | | | (13,830,133) | | |
Basic and diluted net income (loss) per share
|
| | | $ | (0.96) | | | | | $ | (0.97) | | |
Weighted average shares outstanding
|
| | | | 14,360,908 | | | | | | 14,360,908 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of December 31, 2023
|
| | | | | | | | | | | | |
Total assets
|
| | | | 59,653,519 | | | | | | 58,284,882 | | |
Total liabilities
|
| | | | 19,618,773 | | | | | | 19,618,773 | | |
Total stockholders equity
|
| | | | 40,034,746 | | | | | | 38,666,109 | | |
Initial Stockholder
|
| |
Founder Shares
|
| |
Purchase Price
|
| ||||||
Digital Health Sponsor LLC(1)(2)(3)
|
| | | | 2,073,250 | | | | | $ | 18,028.26 | | |
Scott Wolf
|
| | | | 175,000 | | | | | $ | 1,521.74 | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | $ | 652.17 | | |
SCS Capital Partners, LLC(2)
|
| | | | 500,000 | | | | | $ | 4,347.83 | | |
Brent Willis
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Frank Ciufo
|
| | | | 8,625 | | | | | $ | 75.00 | | |
George McNellage
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Scott Metzger
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Andrew Singer
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Lane Ostrow
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Basil Harris
|
| | | | 5,750 | | | | | $ | 50.00 | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock at December 31, 2023
|
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
Initial Stockholder
|
| |
Founder Shares
|
| |
Purchase Price
|
| ||||||
Digital Health Sponsor LLC(1)(2)(3)
|
| | | | 2,073,250 | | | | | $ | 18,028.26 | | |
Scott Wolf
|
| | | | 175,000 | | | | | $ | 1,521.74 | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | $ | 652.17 | | |
SCS Capital Partners, LLC(2)
|
| | | | 500,000 | | | | | $ | 4,347.83 | | |
Brent Willis
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Frank Ciufo
|
| | | | 8,625 | | | | | $ | 75.00 | | |
George McNellage
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Scott Metzger
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Andrew Singer
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Lane Ostrow
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Basil Harris
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Percentage Share Ownership in the Combined Company
|
| |
No Redemptions
|
| |
Maximum
Redemptions(4) |
| ||||||
Sponsor(1)(3) | | | | | 16.8% | | | | | | 16.9% | | |
Sponsor Affiliates(1)(2)
|
| | | | 5.9% | | | | | | 5.9% | | |
Current Management, Board and Advisors
|
| | | | 1.9% | | | | | | 1.9% | | |
DHAC Public Stockholders(6)
|
| | | | 0.7% | | | | | | 0.0% | | |
VSee Stockholders
|
| | | | 32.7% | | | | | | 32.9% | | |
iDoc Stockholders
|
| | | | 31.2% | | | | | | 31.4% | | |
A.G.P
|
| | | | 2.8% | | | | | | 2.8% | | |
Bridge Investor(3)
|
| | | | 6.0% | | | | | | 6.0% | | |
Quantum Investor(1)(2)(3)
|
| | | | 1.9% | | | | | | 1.9% | | |
Other Stockholders
|
| | | | 0.2% | | | | | | 0.2% | | |
Value of the Shares Owned by Non-Redeeming Stockholders | | | | | | | | | | | | | |
Total Shares Outstanding Excluding Options Convertible Notes and Warrants(5)
|
| | | | 14,360,908 | | | | | | 14,245,942 | | |
Total Equity Value Post-Redemptions
|
| | | $ | 43,802,605 | | | | | $ | 42,453,548 | | |
Per Share Value(5)
|
| | | $ | 3.05 | | | | | $ | 2.98 | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock at December 31, 2023
|
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemptions |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock at December 31, 2023
|
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemptions |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock at December 31, 2023
|
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemptions |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
Source of Funds (in millions)
|
| | | | | | | |
Uses (in millions)
|
| | | | | | |
Cash held in Trust Account(1)
|
| | | $ | 1.37 | | | |
Common stock of Combined
Company issued to VSee and iDoc stockholders(2) |
| | | $ | 101.41 | | |
Transaction and other costs(3)
|
| | | | (2.94) | | | |
Cash to Combined Company balance
sheet |
| | | | 1.21 | | |
Repayment of Investor Note and related party notes(4)
|
| | | | (0.33) | | | | | | | | | | | |
Proceeds from Additional Bridge Note
and SCS Capital Partners notes(5) |
| | | | 0.11 | | | | | | | | | | | |
Proceeds from Quantum Financing
|
| | | | 3.00 | | | | | | | | | | | |
Common stock of combined
company issued to VSee and iDoc stockholders(2) |
| | | | 101.41 | | | | | | | | | | | |
Total sources
|
| | | $ | 102.62 | | | |
Total uses
|
| | | $ | 102.62 | | |
Source of Funds (in millions)
|
| | | | | | | |
Uses (in millions)
|
| | | | | | |
Cash held in Trust Account(1)
|
| | | $ | — | | | |
Common stock of Combined
Company issued to VSee and iDoc stockholders(2) |
| | | $ | 101.41 | | |
Transaction and other costs(3)
|
| | | | (2.94) | | | |
Cash to Combined Company balance
sheet |
| | | | (0.16) | | |
Repayment of Bridge Note, Extension
Note and related party notes(4) |
| | | | (0.33) | | | | | | | | | | | |
Proceeds from Extension and SCS notes(5)
|
| | | | 0.11 | | | | | | | | | | | |
Proceeds from Quantum Financing
|
| | | | 3.00 | | | | | | | | | | | |
Common stock of combined company
issued to VSee and iDoc stockholders(2) |
| | | | 101.41 | | | | | | | | | | | |
Total sources
|
| | | $ | 101.25 | | | |
Total uses
|
| | | $ | 101.25 | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective time under stock option plan to be adopted at effective time(9)
|
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee | | | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc | | | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are
subject to redemption(6) |
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc | | | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.5% | | | | | | 2,185,000 | | | | | | 10.5% | | | | | | 2,185,000 | | | | | | 10.6% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 10.6% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 10.7% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 9.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at effective
time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
Initial Stockholder
|
| |
Founder Shares
|
| |
Purchase Price
|
| ||||||
Digital Health Sponsor LLC(1)(2)(3)
|
| | | | 2,073,250 | | | | | $ | 18,028.26 | | |
Scott Wolf
|
| | | | 175,000 | | | | | $ | 1,521.74 | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | $ | 652.17 | | |
SCS Capital Partners, LLC(2)
|
| | | | 500,000 | | | | | $ | 4,347.83 | | |
Brent Willis
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Frank Ciufo
|
| | | | 8,625 | | | | | $ | 75.00 | | |
George McNellage
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Scott Metzger
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Andrew Singer
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Lane Ostrow
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Basil Harris
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Initial Stockholder
|
| |
Founder Shares
|
| |
Purchase Price
|
| ||||||
Digital Health Sponsor LLC(1)(2)(3)
|
| | | | 2,073,250 | | | | | $ | 18,028.26 | | |
Scott Wolf
|
| | | | 175,000 | | | | | $ | 1,521.74 | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | $ | 652.17 | | |
SCS Capital Partners, LLC(2)
|
| | | | 500,000 | | | | | $ | 4,347.83 | | |
Brent Willis
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Frank Ciufo
|
| | | | 8,625 | | | | | $ | 75.00 | | |
George McNellage
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Scott Metzger
|
| | | | 8,625 | | | | | $ | 75.00 | | |
Andrew Singer
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Lane Ostrow
|
| | | | 5,750 | | | | | $ | 50.00 | | |
Basil Harris
|
| | | | 5,750 | | | | | $ | 50.00 | | |
| | |
Total Invested Capital / Revenue
|
| |||||||||
| | |
2022E
|
| |
2023E
|
| ||||||
Telehealth/ Telemedicine Services | | | | | | | | | | | | | |
Teladoc Health, Inc.
|
| | | | 3.18x | | | | | | 2.72x | | |
Doximity, Inc.
|
| | | | 18.67x | | | | | | 14.22x | | |
American Well Corporation
|
| | | | 5.03x | | | | | | 4.31x | | |
CloudMD Software & Services Inc.
|
| | | | 0.94x | | | | | | 0.83x | | |
Reliq Health Technologies Inc.
|
| | | | na | | | | | | na | | |
LifeMD, Inc.
|
| | | | 0.63x | | | | | | 0.51x | | |
Healthcare SaaS | | | | | | | | | | | | | |
Phreesia, Inc.
|
| | | | 5.15x | | | | | | 3.99x | | |
Health Catalyst, Inc.
|
| | | | 2.97x | | | | | | 2.54x | | |
HealthStream, Inc.
|
| | | | 2.74x | | | | | | 2.54x | | |
NantHealth, Inc.
|
| | | | 4.62x | | | | | | 3.89x | | |
CareCloud, Inc.
|
| | | | 0.44x | | | | | | 0.41x | | |
Total Invested Capital Multiple of
|
| |
High
|
| |
Mean
|
| |
Median
|
| |
Low
|
| ||||||||||||
2022E Revenue
|
| | | | 18.67x | | | | | | 4.44x | | | | | | 3.08x | | | | | | 0.44x | | |
2023E Revenue
|
| | | | 14.22x | | | | | | 3.60x | | | | | | 2.63x | | | | | | 0.41x | | |
|
Date
|
| | | | | | | |
Total Invested
Capital /TTM Revenue |
| |||
|
Announced
|
| |
Closed
|
| |
Target
|
| |
Acquirer
|
| |||
| 3-Feb-22 | | | 6-Apr-22 | | | SOC Telemed, Inc. | | | Patient Square Capital, LP | | |
4.22x
|
|
| 16-Aug-21 | | | 16-Aug-21 | | | Avelead Consulting, LLC | | | Streamline Health Solutions, Inc. | | |
3.02x
|
|
| 7-Jun-21 | | | 12-Jul-21 | | | Sentry Data Systems, Inc | | | Craneware plc | | |
4.35x
|
|
| 23-Apr-21 | | | 9-Jun-21 | | | PlushCare, Inc. | | | Accolade, Inc. | | |
12.76x
|
|
| 16-Feb-21 | | | 31-Mar-21 | | | rfxcel Corporation | | | Antares Vision, Inc. | | |
8.82x
|
|
| 1-Dec-21 | | | 1-Dec-21 | | | CognisantMD | | | WELL Health Technologies Corp. | | |
6.14x
|
|
| 19-Nov-20 | | | 19-Nov-20 | | | Health Care Services Int. Inc. | | | Carebook Technologies Inc. | | |
3.33x
|
|
| 27-Oct-20 | | | 27-Oct-20 | | | West Health Advocate Solutions, Inc. | | | Teleperformance SE | | |
4.93x
|
|
| 5-Sep-19 | | | 4-Oct-19 | | | RMDY Health, Inc. | | | OptimizeRx Corporation | | |
19.43x
|
|
| 5-Mar-19 | | | 5-Mar-19 | | | Prescribe Wellness, LLC | | | Tabula Rasa HealthCare, Inc. | | |
5.17x
|
|
Total Invested Capital Value Multiple of
|
| |
High
|
| |
Mean
|
| |
Median
|
| |
Low
|
| ||||||||||||
TTM Revenue
|
| | | | 19.43x | | | | | | 7.22x | | | | | | 5.05x | | | | | | 3.02x | | |
|
Source of Funds (in millions)
|
| | | | | | | |
Uses (in millions)
|
| | | | | | |
|
Cash held in Trust Account(1)
|
| | | $ | 1.37 | | | |
Common stock of Combined Company
issued to VSee and iDoc stockholders(2) |
| | | $ | 101.41 | | |
|
Transaction and other costs(3)
|
| | | | (2.94) | | | |
Cash to Combined Company balance sheet
|
| | | | 1.21 | | |
|
Repayment of Investor Note and related party notes(4)
|
| | | | (0.33) | | | | | | | | | | | |
|
Proceeds from Additional Bridge Note and SCS Capital Partners notes(5)
|
| | | | 0.11 | | | | | | | | | | | |
|
Proceeds from Quantum Financing
|
| | | | 3.00 | | | | | | | | | | | |
|
Common stock of combined company issued to VSee and iDoc stockholders (2)
|
| | | | 101.41 | | | | | | | | | | | |
|
Total sources
|
| | | $ | 102.62 | | | |
Total uses
|
| | | $ | 102.62 | | |
|
Source of Funds (in millions)
|
| | | | | | | |
Uses (in millions)
|
| | | | | | |
|
Cash held in Trust Account(1)
|
| | | $ | — | | | |
Common stock of Combined Company
issued to VSee and iDoc stockholders(2) |
| | | $ | 101.41 | | |
|
Transaction and other costs(3)
|
| | | | (2.94) | | | |
Cash to Combined Company balance sheet
|
| | | | (0.16) | | |
|
Repayment of Bridge Note, Extension
Note and related party notes(4) |
| | | | (0.33) | | | | | | | | | | | |
|
Proceeds from Extension and SCS notes(5)
|
| | | | 0.11 | | | | | | | | | | | |
|
Proceeds from Quantum Financing
|
| | | | 3.00 | | | | | | | | | | | |
|
Common stock of combined company issued to VSee and iDoc stockholders (2)
|
| | | | 101.41 | | | | | | | | | | | |
|
Total sources
|
| | | $ | 101.25 | | | |
Total uses
|
| | | $ | 101.25 | | |
| | | |
Current DHAC Bylaws
|
| |
Amended Bylaws
|
|
| Company Name | | | The current bylaws is under the name of DHAC. | | | The Amended Bylaws will be for VSee Health, Inc. to align the Amended Charter. | |
| Structure of the Board | | | The bylaws of DHAC provides that the Board shall consist of one or more members the directors shall be elected at the annual meeting of the stockholders. | | | The Amended Bylaws will provide that the total number of directors constituting the Board shall be as fixed in or in the manner provided by the Amended Charter. | |
| Removal of Directors | | | The current bylaws of DHAC provide that subject to any provisions of applicable law or the Current Charter any and all of the directors may be removed from office at any time, either for or without cause at any time by action of the holders of a majority of the outstanding shares of stock entitled to vote thereon, either at a meeting of the holders of such shares or, whenever permitted by law, without a meeting by their written consents thereto. | | | The Amended Bylaws will provide that directors may only be removed as prescribed by the Amended Charter by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors. | |
| Special Meeting of the Board of Directors | | | The current bylaws of DHAC provide that special meetings of the Board may be called by the Chief Executive Officer or by the number of directors who then legally constitute a quorum. Notice thereof stating the place, date and hour of the meeting shall be delivered to each director not less than ten nor more than sixty days before the date of the meeting. | | | The Amended Bylaws of will provide that special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer or affirmative vote of a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by telephone or written notice not less than twenty-four (24) hours before the date of the meeting, by first class mail on at least seventy-two (72) hours’ | |
| | | |
Current DHAC Bylaws
|
| |
Amended Bylaws
|
|
| | | | | | | notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. | |
| Amendment of Bylaws | | | The current DHAC bylaws provide that may be adopted, amended or repealed either (a) at any regular or special meeting of stockholders at which a quorum is present or represented, by the affirmative vote of the holders of a majority of the shares entitled to vote, or (b) by a resolution adopted by a majority of the whole board at any regular or special meeting of the board. | | | The Amended Bylaws will provide that the bylaws may be adopted, amended or repealed as prescribed by the Amended Charter, either by the board of directors, or by stockholders of the company via affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors. | |
| Special Stockholder Meetings | | | DHAC’s current bylaws provide that special meetings of our stockholders may be called by resolution of the Board, or by the Chief Executive Officer, or by the holders of not less than one-quarter of all of the shares entitled to vote at the meeting. | | | The Amended Bylaws will provide that special meetings of stockholders may only be called by the Board, the Chairperson of the Board or the Chief Executive Officer, and may not be called by any other person or persons. | |
| Stockholder Nominations of Persons for Election of Directors | | | DHAC’s current bylaws is silent. | | | The Amended Bylaws will provide that unless otherwise provided in the Amended Charter or any certificate of designation (as will be defined in the Amended Charter), nominations of persons for election to the Board at a meeting of stockholders may be made at such meeting by or at the direction of the Board or any duly authorized committee thereof, or by any stockholder who timely complies with the notice procedure of the Amended Bylaws and is entitled to vote. | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee(7) | | | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc(8) | | | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board
and Advisors |
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder
Warrants |
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock at December 31, 2023
|
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock at December 31, 2023
|
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 5,840,889 | | | | | $ | 6,377,760 | | | | | $ | (536,871) | | | | | | (8)% | | |
Cost of revenue
|
| | | | 1,933,195 | | | | | | 1,542,657 | | | | | | 390,538 | | | | | | 25% | | |
Gross profit
|
| | | | 3,907,694 | | | | | | 4,835,103 | | | | | | (927,409) | | | | | | (19)% | | |
Operating expenses
|
| | | | 5,466,443 | | | | | | 6,515,137 | | | | | | (1,048,694) | | | | | | (16)% | | |
Other income (expenses)
|
| | | | (13,375) | | | | | | 59,917 | | | | | | (73,292) | | | | | | (122)% | | |
Net loss before taxes
|
| | | | (1,572,124) | | | | | | (1,620,117) | | | | | | 47,993 | | | | | | 3% | | |
Income tax (expense) benefit
|
| | | | (1,838,490) | | | | | | 694,363 | | | | | | (2,532,853) | | | | | | (365)% | | |
Net loss
|
| | | $ | (3,410,614) | | | | | $ | (925,754) | | | | | $ | (2,484,860) | | | | | | (268)% | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Net cash (used in) operating activities
|
| | | $ | (632,595) | | | | | $ | (825,776) | | |
Net cash (used in) from investing activities
|
| | | $ | (4,335) | | | | | $ | — | | |
Net cash provided by financing activities
|
| | | $ | 525,000 | | | | | $ | 710,000 | | |
Change in cash
|
| | | $ | (111,930) | | | | | $ | (115,776) | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
%
|
| ||||||||||||
Revenues
|
| | | $ | 6,626,190 | | | | | $ | 8,509,237 | | | | | $ | (1,883,047) | | | | | | (22)% | | |
Cost of revenue
|
| | | | 2,451,633 | | | | | | 3,229,891 | | | | | | (778,258) | | | | | | (24)% | | |
Gross profit
|
| | | | 4,174,557 | | | | | | 5,279,346 | | | | | | (1,104,789) | | | | | | (21)% | | |
Operating expenses
|
| | | | 8,543,210 | | | | | | 5,207,152 | | | | | | 3,336,058 | | | | | | 64% | | |
Other income (expenses)
|
| | | | (561,875) | | | | | | (81,787) | | | | | | (480,088) | | | | | | (587)% | | |
Net loss before taxes
|
| | | | (4,930,528) | | | | | | (9,593) | | | | | | (4,920,935) | | | | | | (51297)% | | |
Income tax benefit (expense)
|
| | | | 1,070,410 | | | | | | (8,531) | | | | | | 1,078,941 | | | | | | 12647% | | |
Net loss
|
| | | $ | (3,860,118) | | | | | $ | (18,124) | | | | | $ | (3,841,994) | | | | | | (21198)% | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Net cash (used in) operating activities
|
| | | $ | (1,239,212) | | | | | $ | (2,117,641) | | |
Net cash (used in) investing activities
|
| | | $ | (18,954) | | | | | $ | (219,170) | | |
Net cash provided by financing activities
|
| | | $ | 1,173,518 | | | | | $ | 2,370,910 | | |
Change in cash
|
| | | $ | (84,648) | | | | | $ | 34,099 | | |
| Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | |
| AGP(5) | | | | | 437,000 | | | | | | 2.8% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | |
|
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | |
| Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.8% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | |
| AGP(5) | | | | | 874,000 | | | | | | 5.1% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | |
|
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | |
| Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.6% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | |
| AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | |
|
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | |
| Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.9% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 0 | | | | | | 0.00% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 32.9% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 31.4% | | |
| AGP(5) | | | | | 437,000 | | | | | | 2.8% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | |
|
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | |
| Sponsor(1)(2)(4) | | | | | 2,700,250 | | | | | | 15.9% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.4% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 0 | | | | | | 0.00% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 30.6% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 29.2% | | |
| AGP(5) | | | | | 874,000 | | | | | | 5.2% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | |
|
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | |
| Sponsor(1)(2)(4) | | | | | 2,805,250 | | | | | | 13.7% | | |
|
Sponsor affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.4% | | |
|
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | |
|
Public Stockholders whose shares are subject to redemption(6)
|
| | | | 0 | | | | | | 0.0% | | |
|
VSee
|
| | | | 5,191,142 | | | | | | 25.3% | | |
|
iDoc
|
| | | | 4,950,000 | | | | | | 24.1% | | |
| AGP(5) | | | | | 2,185,000 | | | | | | 10.7% | | |
|
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | |
|
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | |
|
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | |
| | |
Scenario 1
Combined (Assuming No Additional Redemptions Into Cash) |
| |
Scenario 2
Combined (Assuming Maximum Redemptions Into Cash) |
| ||||||
Weighted average shares calculation, basic and diluted | | | | | | | | | | | | | |
DHAC public shares
|
| | | | 114,966 | | | | | | — | | |
DHAC Sponsor affiliate
|
| | | | 936,300 | | | | | | 936,300 | | |
DHAC Sponsor and director shares
|
| | | | 2,967,000 | | | | | | 2,967,000 | | |
Bridge Investors
|
| | | | 630,000 | | | | | | 630,000 | | |
A.G.P. Underwriter
|
| | | | 437,000 | | | | | | 437,000 | | |
Other current stockholder
|
| | | | 27,000 | | | | | | 27,000 | | |
VSee company shares issued in Business Combination
|
| | | | 5,191,142 | | | | | | 5,191,142 | | |
iDoc company shares issued in Business Combination
|
| | | | 4,950,000 | | | | | | 4,950,000 | | |
Weighted average shares outstanding
|
| | | | 14,360,908 | | | | | | 14,245,942 | | |
| | |
(A)
VSEE (Historical) |
| |
(A)
IDOC (Historical) |
| |
(B)
DHAC (Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Additional Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| |||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 118,734 | | | | | | 63,037 | | | | | $ | 1,863 | | | | | | 1,368,637 | | | |
A
|
| | | $ | 1,393,335 | | | | | $ | (1,368,637) | | | |
B
|
| | | $ | 24,698 | | |
| | | | | | | | | | | | | | | | | | | | | | | (2,940,432) | | | |
C
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 3,000,000 | | | |
D
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 61,496 | | | |
G
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (330,000) | | | |
I
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | |
K
|
| | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 628,480 | | | | | | 2,266,302 | | | | | | — | | | | | | — | | | | | | | | | 2,894,782 | | | | | | — | | | | | | | | | 2,894,782 | | |
Due from related party
|
| | | | — | | | | | | 1,008,101 | | | | | | — | | | | | | — | | | | | | | | | 1,008,101 | | | | | | — | | | | | | | | | 1,008,101 | | |
Prepaids and other current assets
|
| | | | 79,920 | | | | | | 123,205 | | | | | | — | | | | | | — | | | | | | | | | 203,125 | | | | | | — | | | | | | | | | 203,125 | | |
Total Current Assets
|
| | | | 827,134 | | | | | | 3,460,645 | | | | | | 1,863 | | | | | | 1,209,701 | | | | | | | | | 5,499,343 | | | | | | (1,368,637) | | | | | | | | | 4,130,706 | | |
Customer list
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,302,497 | | | |
F
|
| | | | 5,302,497 | | | | | | — | | | | | | | | | 5,302,497 | | |
Trade name
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,376,002 | | | |
F
|
| | | | 1,376,002 | | | | | | — | | | | | | | | | 1,376,002 | | |
Right-of-use asset
|
| | | | — | | | | | | 1,422,017 | | | | | | — | | | | | | — | | | | | | | | | 1,422,017 | | | | | | — | | | | | | | | | 1,422,017 | | |
Fixed assets
|
| | | | 3,657 | | | | | | 114,044 | | | | | | — | | | | | | — | | | | | | | | | 117,701 | | | | | | — | | | | | | | | | 117,701 | | |
Note receivable
|
| | | | — | | | | | | 245,500 | | | | | | — | | | | | | — | | | | | | | | | 245,500 | | | | | | — | | | | | | | | | 245,500 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | | | | | 45,071,154 | | | |
F
|
| | | | 45,071,154 | | | | | | — | | | | | | | | | 45,071,154 | | |
Deferred tax assets
|
| | | | — | | | | | | 598,585 | | | | | | — | | | | | | — | | | | | | | | | 598,585 | | | | | | — | | | | | | | | | 598,585 | | |
Deposit
|
| | | | — | | | | | | 20,720 | | | | | | — | | | | | | — | | | | | | | | | 20,720 | | | | | | — | | | | | | | | | 20,720 | | |
Cash and marketable securities held in
Trust Account |
| | | | — | | | | | | — | | | | | | 1,368,637 | | | | | | (1,368,637) | | | |
A
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total Assets
|
| | | $ | 830,791 | | | | | $ | 5,861,511 | | | | | $ | 1,370,500 | | | | | | 51,590,717 | | | | | | | | $ | 59,653,519 | | | | | $ | (1,368,637) | | | | | | | | $ | 58,284,882 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 1,824,408 | | | | | | 1,233,437 | | | | | $ | 3,303,836 | | | | | | (2,362,079) | | | |
C
|
| | | $ | 3,837,469 | | | | | $ | — | | | | | | | | $ | 3,837,469 | | |
| | | | | | | | | | | | | | | | | | | | | | | (162,133) | | | |
G
|
| | | | | | | | | | | | | | | | | | | | | |
Deferred revenue
|
| | | | — | | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | | | | 20,000 | | | | | | — | | | | | | | | | 20,000 | | |
Excise tax payable
|
| | | | — | | | | | | — | | | | | | 72,396 | | | | | | — | | | | | | | | | 72,396 | | | | | | — | | | | | | | | | 72,396 | | |
Income tax payable
|
| | | | — | | | | | | — | | | | | | 187,225 | | | | | | — | | | | | | | | | 187,225 | | | | | | — | | | | | | | | | 187,225 | | |
Right-of-use liability
|
| | | | — | | | | | | 608,695 | | | | | | — | | | | | | — | | | | | | | | | 608,695 | | | | | | — | | | | | | | | | 608,695 | | |
Line of credit
|
| | | | — | | | | | | 456,097 | | | | | | — | | | | | | — | | | | | | | | | 456,097 | | | | | | — | | | | | | | | | 456,097 | | |
Deferred revenue
|
| | | | 802,524 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 802,524 | | | | | | — | | | | | | | | | 802,524 | | |
Factoring payable
|
| | | | — | | | | | | 660,578 | | | | | | — | | | | | | — | | | | | | | | | 660,578 | | | | | | — | | | | | | | | | 660,578 | | |
Note payable
|
| | | | 543,000 | | | | | | 1,540,983 | | | | | | 926,500 | | | | | | (926,500) | | | |
G
|
| | | | 1,563,983 | | | | | | — | | | | | | | | | 1,563,983 | | |
| | | | | | | | | | | | | | | | | | | | | | | (520,000) | | | |
H
|
| | | | | | | | | | | | | | | | | | | | | |
Due on share purchase
|
| | | | 135,000 | | | | | | — | | | | | | — | | | | | | (135,000) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Bridge Note
|
| | | | 600,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | | | | 1,200,000 | | | | | | — | | | | | | | | | 1,200,000 | | |
Accrued interest on Exchange
Note |
| | | | — | | | | | | — | | | | | | 23,964 | | | | | | — | | | | | | | | | 23,964 | | | | | | — | | | | | | | | | 23,964 | | |
Additional Bridge Note
|
| | | | — | | | | | | — | | | | | | 102,726 | | | | | | 50,000 | | | |
K
|
| | | | 152,726 | | | | | | — | | | | | | | | | 152,726 | | |
Promissory note – M2B
|
| | | | — | | | | | | — | | | | | | 167,958 | | | | | | — | | | | | | | | | 167,958 | | | | | | — | | | | | | | | | 167,958 | | |
Exchange Note
|
| | | | — | | | | | | — | | | | | | 2,621,558 | | | | | | — | | | | | | | | | 2,621,558 | | | | | | — | | | | | | | | | 2,621,558 | | |
Extension note, net of discount
|
| | | | — | | | | | | — | | | | | | 233,774 | | | | | | (233,774) | | | |
I
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | |
(A)
VSEE (Historical) |
| |
(A)
IDOC (Historical) |
| |
(B)
DHAC (Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Additional Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| |||||||||||||||||||||
Extension Note- Bifurcated Derivative
|
| | | | — | | | | | | — | | | | | | 22,872 | | | | | | (22,872) | | | |
I
|
| | | | — | | | | | | — | | | | | | | | | — | | |
ELOC – Commitment Fee convertible note payable
|
| | | | — | | | | | | — | | | | | | 203,720 | | | | | | 500,000 | | | |
J
|
| | | | 703,720 | | | | | | — | | | | | | | | | 703,720 | | |
Quantum Convertible Note, net of discount
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,210,000 | | | |
D
|
| | | | 3,210,000 | | | | | | — | | | | | | | | | 3,210,000 | | |
Advances from related parties
|
| | | | 338,506 | | | | | | 500,000 | | | | | | 117,871 | | | | | | (117,871) | | | |
G
|
| | | | 838,506 | | | | |
|
—
|
| | | | | | | | 838,506 | | |
Total current liabilities
|
| | | | 4,243,438 | | | | | | 5,619,790 | | | | | | 7,984,400 | | | | | | (720,229) | | | | | | | | | 17,127,399 | | | | | | — | | | | | | | | | 17,127,399 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | — | | | | | | 4,370,000 | | | | | | (4,370,000) | | | |
C
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Note payable
|
| | | | — | | | | | | 1,500,600 | | | | | | — | | | | | | — | | | | | | | | | 1,500,600 | | | | | | — | | | | | | | | | 1,500,600 | | |
Right-of-use liability, less current portion
|
| | | | — | | | | | | 990,774 | | | | | | — | | | | | | — | | | | | | | | | 990,774 | | | | | | — | | | | | | | | | 990,774 | | |
Total Liabilities
|
| | | | 4,243,438 | | | | | | 8,111,164 | | | | | | 12,354,400 | | | | | | (5,090,229) | | | | | | | | | 19,618,773 | | | | | | — | | | | | | | | | 19,618,773 | | |
Common stock subject to possible redemption
|
| | | | — | | | | | | — | | | | | | 1,281,957 | | | | | | (1,281,957) | | | |
B
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 1,281,957 | | | | | | (1,281,957) | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Serries A Preferred
|
| | | | 37 | | | | | | — | | | | | | — | | | | | | (37) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series A-1 Preferred
|
| | | | 123 | | | | | | — | | | | | | — | | | | | | (123) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common stock
|
| | | | 1,000 | | | | | | 4,978 | | | | | | 350 | | | | | | (1,000) | | | |
E
|
| | | | 1,375 | | | | | | (11) | | | |
B
|
| | | | 1,364 | | |
| | | | | | | | | | | | | | | | | | | | | | | 11 | | | |
B
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (4,483) | | | |
F
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 519 | | | |
E
|
| | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | 6,026,457 | | | | | | 209,521 | | | | | | 550,246 | | | | | | 1,281,946 | | | |
B
|
| | | | 50,510,063 | | | | | | (1,368,626) | | | |
B
|
| | | | 49,141,437 | | |
| | | | | | | | | | | | | | | | | | | | | | | (13,006,091) | | | |
E
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,268,000 | | | |
G
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 49,289,984 | | | |
F
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 4,370,000 | | | |
C
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 520,000 | | | |
H
|
| | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | (9,114,985) | | | | | | (2,464,152) | | | | | | (12,816,453) | | | | | | (578,353) | | | |
C
|
| | | | (10,476,692) | | | | | | — | | | | | | | | | (10,476,692) | | |
| | | | | | | | | | | | | | | | | | | | | | | (210,000) | | | |
D
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 2,464,152 | | | |
F
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 12,816,453 | | | |
E
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (73,354) | | | |
I
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (500,000) | | | |
J
|
| | | | | | | | | | | | | | | | | | | | | |
Non-controling interest
|
| | | | (325,279) | | | | | | — | | | | | | — | | | | | | 325,279 | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total Stockholders’ Equity
|
| | | | (3,412,647) | | | | | | (2,249,653) | | | | | | (12,265,857) | | | | | | 57,962,903 | | | | | | | | | 40,034,746 | | | | | | (1,368,637) | | | | | | | | | 38,666,109 | | |
Total Liabilities and Stockholders’
Equity |
| | | $ | 830,791 | | | | | $ | 5,861,511 | | | | | $ | 1,370,500 | | | | | | 51,590,717 | | | | | | | | $ | 59,653,519 | | | | | $ | (1,368,637) | | | | | | | | $ | 58,284,882 | | |
|
| | |
VSEE
(Historical) |
| |
IDOC
(Historical) |
| |
DHAC
(Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Additional Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| |||||||||||||||||||||
VSee revenue
|
| | | $ | 5,840,889 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 5,840,889 | | | | | $ | — | | | | | $ | 5,840,889 | | |
Patient fees
|
| | | | — | | | | | | 3,475,666 | | | | | | — | | | | | | — | | | | | | | | | 3,475,666 | | | | | | — | | | | | | 3,475,666 | | |
Telehealth fee
|
| | | | — | | | | | | 2,434,210 | | | | | | — | | | | | | — | | | | | | | | | 2,434,210 | | | | | | — | | | | | | 2,434,210 | | |
Institution fees
|
| | | | — | | | | | | 716,314 | | | | | | — | | | | | | — | | | | | | | | | 716,314 | | | | | | — | | | | | | 716,314 | | |
Total revenue
|
| | | | 5,840,889 | | | | | | 6,626,190 | | | | | | — | | | | | | — | | | | | | | | | 12,467,079 | | | | | | — | | | | | | 12,467,079 | | |
Cost of revenue
|
| | | | 1,933,195 | | | | | | 2,451,633 | | | | | | — | | | | | | — | | | | | | | | | 4,384,828 | | | | | | — | | | | | | 4,384,828 | | |
Gross profit / (loss)
|
| | | | 3,907,694 | | | | | | 4,174,557 | | | | | | — | | | | | | — | | | | | | | | | 8,082,251 | | | | | | — | | | | | | 8,082,251 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation and related benefits
|
| | | | 4,417,028 | | | | | | 2,044,822 | | | | | | — | | | | | | 792,891 | | | |
E
|
| | | | 7,254,741 | | | | | | — | | | | | | 7,254,741 | | |
General and administrative
|
| | | | 962,616 | | | | | | 6,052,031 | | | | | | 2,593,765 | | | | | | — | | | | | | | | | 9,608,412 | | | | | | — | | | | | | 9,608,412 | | |
Profossional fees
|
| | | | — | | | | | | 87,886 | | | | | | — | | | | | | — | | | | | | | | | 87,886 | | | | | | — | | | | | | 87,886 | | |
Amortization of client list
|
| | | | — | | | | | | — | | | | | | — | | | | | | 530,250 | | | |
C
|
| | | | 530,250 | | | | | | — | | | | | | 530,250 | | |
Operating expenses
|
| | | | 86,799 | | | | | | 358,471 | | | | | | — | | | | | | 578,353 | | | |
B
|
| | | | 1,023,623 | | | | | | — | | | | | | 1,023,623 | | |
Total costs and expenses
|
| | | | 5,466,443 | | | | | | 8,543,210 | | | | | | 2,593,765 | | | | | | 1,901,494 | | | | | | | | | 18,504,912 | | | | | | — | | | | | | 18,504,912 | | |
Operating loss
|
| | | | (1,558,749) | | | | | | (4,368,653) | | | | | | (2,593,765) | | | | | | (1,901,494) | | | | | | | | | (10,422,661) | | | | | | — | | | | | | (10,422,661) | | |
Interest expense
|
| | | | (191,323) | | | | | | (317,048) | | | | | | (598,355) | | | | | | (653,354) | | | |
D
|
| | | | (1,760,080) | | | | | | — | | | | | | (1,760,080) | | |
Default interest
|
| | | | — | | | | | | — | | | | | | (1,579,927) | | | | | | — | | | | | | | | | (1,579,927) | | | | | | — | | | | | | (1,579,927) | | |
Gain on forgiveness of debt
|
| | | | 107,862 | | | | | | 107,862 | | | | | | — | | | | | | — | | | | | | | | | 215,724 | | | | | | — | | | | | | 215,724 | | |
Initial fair value of Additional Bridge Note
|
| | | | — | | | | | | — | | | | | | 11,111 | | | | | | — | | | | | | | | | 11,111 | | | | | | — | | | | | | 11,111 | | |
Initial fair value of ELOC
|
| | | | — | | | | | | — | | | | | | (204,039) | | | | | | — | | | | | | | | | (204,039) | | | | | | — | | | | | | (204,039) | | |
Change in fair value of Additional Bridge Note
|
| | | | — | | | | | | — | | | | | | (2,726) | | | | | | — | | | | | | | | | (2,726) | | | | | | — | | | | | | (2,726) | | |
Change in fair value of Exchange Note
|
| | | | — | | | | | | — | | | | | | (97,814) | | | | | | — | | | | | | | | | (97,814) | | | | | | — | | | | | | (97,814) | | |
Change in fair value of ELOC
|
| | | | — | | | | | | — | | | | | | 319 | | | | | | — | | | | | | | | | 319 | | | | | | — | | | | | | 319 | | |
Change in fair value of Bridge Note embedded derivative
|
| | | | 90,200 | | | | | | 90,200 | | | | | | 120,267 | | | | | | — | | | | | | | | | 300,667 | | | | | | — | | | | | | 300,667 | | |
Change in fair value of Extension Note embedded derivative
|
| | | | — | | | | | | — | | | | | | 1,630 | | | | | | — | | | | | | | | | 1,630 | | | | | | — | | | | | | 1,630 | | |
Change in fair value of PIPE Forward Contract derivative
|
| | | | — | | | | | | — | | | | | | 170,666 | | | | | | — | | | | | | | | | 170,666 | | | | | | — | | | | | | 170,666 | | |
Other income (expense)
|
| | | | (20,114) | | | | | | (338,813) | | | | | | — | | | | | | — | | | | | | | | | (358,927) | | | | | | — | | | | | | (358,927) | | |
Impairment charges
|
| | | | — | | | | | | (104,076) | | | | | | — | | | | | | | | | | | | | | | (104,076) | | | | | | — | | | | | | (104,076) | | |
Interest earned on investments held in Trust Account
|
| | | | — | | | | | | — | | | | | | 358,767 | | | | | | (358,767) | | | |
A
|
| | | | — | | | | | | — | | | | | | — | | |
Loss before taxes
|
| | | | (1,572,124) | | | | | | (4,930,528) | | | | | | (4,413,866) | | | | | | (2,913,615) | | | | | | | | | (13,830,133) | | | | | | — | | | | | | (13,830,133) | | |
Provision for taxes
|
| | | | (1,838,490) | | | | | | 1,070,410 | | | | | | — | | | | | | 768,080 | | | |
F
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (3,410,614) | | | | | $ | (3,860,118) | | | | | $ | (4,413,866) | | | | | $ | (2,145,535) | | | | | | | | $ | (13,830,133) | | | | | $ | — | | | | | $ | (13,830,133) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 9,998,446 | | | | | | 4,978 | | | | | | 4,096,353 | | | | | | 10,264,555 | | | | | | | | | 14,360,908 | | | | | | (114,966) | | | | | | 14,245,942 | | |
Basic and diluted net loss per share
|
| | | $ | (0.34) | | | | | $ | (775.44) | | | | | $ | (1.08) | | | | | | | | | | | | | | $ | (0.96) | | | | | | | | | | | $ | (0.97) | | |
|
Customer list
|
| | | $ | 5.30 | | |
|
Trade name
|
| | | | 1.38 | | |
|
Net liabilities
|
| | | | (2.25) | | |
|
Total identified assets and liabilities
|
| | | | 4.43 | | |
|
Purchase consideration
|
| | | | (49.50) | | |
| Goodwill | | | | $ | 45.07 | | |
|
Risk-free interest rate
|
| | | | 4.22% | | |
|
Expected terms (years)
|
| | | | 3.0 | | |
|
Expected volatility
|
| | | | 75.0% | | |
|
Exercise price
|
| | | $ | 10.00 | | |
|
Stock price
|
| | | $ | 10.16 | | |
| | | | | |
Year Ended
December 31, 2023(1) |
| |||||||||
| | | | | |
Assuming No
Additional Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro forma net loss
|
| | | | | | $ | (13,830) | | | | | $ | (13,830) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | | | | 14,360,908 | | | | | | 14,245,942 | | |
Net loss per share – basic and diluted
|
| | | | | | $ | (0.96) | | | | | $ | (0.97) | | |
Excluded securities:(2) | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | | | | | 11,500,000 | | | | | | 11,500,000 | | |
Private Warrants
|
| | | | | | | 557,000 | | | | | | 557,000 | | |
Bridge Warrants
|
| | | | | | | 173,913 | | | | | | 173,913 | | |
Extension Warrants
|
| | | | | | | 26,086 | | | | | | 26,086 | | |
Quantum Convertible Note
|
| | | | | | | 300,000 | | | | | | 300,000 | | |
Bridge Convertible Notes.
|
| | | | | | | 320,375 | | | | | | 320,375 | | |
Tidewater assumed by DHAC Note
|
| | | | | | | 292,500 | | | | | | 292,500 | | |
Bridge assumed by DHAC Notes
|
| | | | | | | 600,000 | | | | | | 600,000 | | |
Stock options to be issued at effective time under stock option plan to be
adopted at effective time |
| | | | | | | 1,308,858 | | | | | | 1,308,858 | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4) | | | | | 2,665,250 | | | | | | 16.8% | | | | | | 2,665,250 | | | | | | 16.9% | | | | | | 2,665,250 | | | | | | 16.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | | | | | 936,300 | | | | | | 5.9% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | | | | | 301,750 | | | | | | 1.9% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.4% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 32.7% | | | | | | 5,191,142 | | | | | | 32.8% | | | | | | 5,191,142 | | | | | | 32.9% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 31.2% | | | | | | 4,950,000 | | | | | | 31.3% | | | | | | 4,950,000 | | | | | | 31.4% | | |
AGP(5) | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | | | | | 437,000 | | | | | | 2.8% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemption |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Bridge Investor(4)(5)(7)
|
| | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | | | | | 950,375 | | | | | | 6.0% | | |
Quantum Investor(3)(4)
|
| | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | | | | | 300,000 | | | | | | 1.9% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock
at December 31, 2023 |
| | | | 15,873,783 | | | | | | 100% | | | | | | 15,816,300 | | | | | | 100.0% | | | | | | 15,758,817 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.1% | | | | | | 11,500,000 | | | | | | 39.2% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | | | | | 557,000 | | | | | | 1.9% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.4% | | | | | | 1,308,858 | | | | | | 4.5% | | | | | | 1,308,858 | | | | | | 4.5% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemptions |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4)
|
| | | | 2,700,250 | | | | | | 15.8% | | | | | | 2,700,250 | | | | | | 15.9% | | | | | | 2,700,250 | | | | | | 15.9% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,080,100 | | | | | | 6.3% | | | | | | 1,080,100 | | | | | | 6.4% | | | | | | 1,080,100 | | | | | | 6.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | | | | | 301,750 | | | | | | 1.8% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.7% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 30.4% | | | | | | 5,191,142 | | | | | | 30.5% | | | | | | 5,191,142 | | | | | | 30.6% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 29.0% | | | | | | 4,950,000 | | | | | | 29.1% | | | | | | 4,950,000 | | | | | | 29.2% | | |
AGP(5) | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.1% | | | | | | 874,000 | | | | | | 5.2% | | |
Bridge Investor(4)(5)(7)
|
| | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | | | | | 1,220,749 | | | | | | 7.2% | | |
Quantum Investor(3)(4)
|
| | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | | | | | 600,000 | | | | | | 3.5% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | | | | | 27,000 | | | | | | 0.2% | | |
Pro forma common stock at December 31, 2023
|
| | | | 17,059,957 | | | | | | 100.00% | | | | | | 17,002,474 | | | | | | 100.0% | | | | | | 16,944,991 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | | | | | 173,913 | | | | | | 0.6% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.6% | | | | | | 11,500,000 | | | | | | 37.7% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | | | | | 557,000 | | | | | | 1.8% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | | | | | 1,308,858 | | | | | | 4.3% | | |
| | |
No
Redemptions |
| |
%
Outstanding |
| |
50%
Redemptions |
| |
%
Outstanding |
| |
Maximum
Redemption |
| |
%
Outstanding |
| ||||||||||||||||||
Sponsor(1)(2)(4)
|
| | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.6% | | | | | | 2,805,250 | | | | | | 13.7% | | |
Sponsor Affiliates(2)(3)
|
| | | | 1,511,500 | | | | | | 7.3% | | | | | | 1,511,500 | | | | | | 7.4% | | | | | | 1,511,500 | | | | | | 7.4% | | |
Current Management, Board and Advisors
|
| | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | | | | | 301,750 | | | | | | 1.5% | | |
Public Shareholders whose shares are subject to redemption(6)
|
| | | | 114,966 | | | | | | 0.6% | | | | | | 57,483 | | | | | | 0.3% | | | | | | 0 | | | | | | 0.0% | | |
VSee
|
| | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.2% | | | | | | 5,191,142 | | | | | | 25.3% | | |
iDoc
|
| | | | 4,950,000 | | | | | | 24.0% | | | | | | 4,950,000 | | | | | | 24.1% | | | | | | 4,950,000 | | | | | | 24.1% | | |
AGP(5) | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.6% | | | | | | 2,185,000 | | | | | | 10.7% | | |
Bridge Investor(4)(5)(7)
|
| | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | | | | | 2,031,872 | | | | | | 9.9% | | |
Quantum Investor(3)(4)
|
| | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | | | | | 1,500,000 | | | | | | 7.3% | | |
Other Stockholders(8)
|
| | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | | | | | 27,000 | | | | | | 0.1% | | |
Pro forma common stock at December 31, 2023
|
| | | | 20,618,480 | | | | | | 100.00% | | | | | | 20,560,997 | | | | | | 100.0% | | | | | | 20,503,514 | | | | | | 100.0% | | |
Potential sources of dilution: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Investor Warrants
|
| | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | | | | | 173,913 | | | | | | 0.5% | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 33.6% | | | | | | 11,500,000 | | | | | | 33.7% | | | | | | 11,500,000 | | | | | | 33.8% | | |
Private Warrants
|
| | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | | | | | 557,000 | | | | | | 1.6% | | |
Other Stockholder Warrants
|
| | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | | | | | 26,086 | | | | | | 0.1% | | |
Stock options to be issued at
effective time under stock option plan to be adopted at effective time(9) |
| | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | | | | | 1,308,858 | | | | | | 3.8% | | |
| | | | | ||||||
Where,
|
| | X | | | = | | | The number of shares of Common Stock to be issued to the holder; | |
| | | Y | | | = | | |
The number of shares of Common Stock for which the Bridge Warrant is being exercised;
|
|
| | | A | | | = | | | The fair market value of one share of Common Stock; and | |
| | | B | | | = | | | The Exercise Price. | |
|
Y =
|
The number of shares of Common Stock for which the Bridge Warrant is being exercised; |
|
A =
|
The fair market value of one share of Common Stock; and |
|
B =
|
The Exercise Price. |
Current Governance
|
| |
Proposed Governance
|
|
Authorized Capital Stock
|
| |||
The Current Charter authorizes the issuance of up to 51,000,000 shares, par value $0.0001 per share, consisting of: 50,000,000 shares of Common Stock; and 1,000,000 shares of Preferred Stock. | | | The Amended Charter will authorize the issuance of up to 110,000,000 shares, par value $0.0001 per share, consisting of: 100,000,000 shares of common stock; and 10,000,000 shares of Preferred Stock. The Series A Preferred Certificate of Designation will authorize the issuance of 6,500 shares of Series A Preferred Stock. | |
Rights of Preferred Stock
|
| |||
The Current Charter provides the Board with the authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such series and as may be permitted by the DGCL. The number of authorized shares of preferred stock is 1,000,000 shares. | | | The Amended Charter will permit the Board of the Combined Company to issue preferred stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL, and the Board will hereby be expressly vested with the authority to the full extent now or hereafter provided by law to adopt any such resolution or resolutions. | |
| | | The Series A Preferred Certificate of Designation will establish and govern the terms of the Series A Preferred Stock. | |
Current Governance
|
| |
Proposed Governance
|
| | ||
Number and Qualification of Directors
|
| | |||||
The current bylaws of DHAC provide that the authorized number of the board of directors shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. | | |
The Amended Bylaws and Amended Charter will provide that the number of directors shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.
The Amended Charter will provide that the board of directors be classified into three classes of directors, with only one class of directors being elected in each year and each class, serving a three year term.
|
| | ||
Structure of the Board; Election of Directors
|
| | |||||
The Current Charter provides that our board of directors will only have one class and the election of directors need not be by written ballot.
The bylaws of DHAC provides that the Board shall consist of one or more members the directors shall be elected at the annual meeting of the stockholders.
|
| | The Amended Charter will provide for the board of directors be divided into three class of directors and directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. At each annual general meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the annual meeting in the third year following their election. | | | ||
Removal of Directors
|
| | | | |||
The current bylaws of DHAC provide that subject to any provisions of applicable law or the Current Charter any and all of the directors may be removed from office at any time, either for or without cause at any time by action of the holders of a majority of the outstanding shares of stock entitled to vote thereon, either at a meeting of the holders of such shares or, whenever permitted by law, without a meeting by their written consents thereto. | | | The Amended Bylaws will provide that directors may only be removed as prescribed by the Amended Charter by affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors. | | | ||
Cumulative Voting
|
| | |||||
Neither the Current Charter nor the bylaws provide for cumulative voting. | | | Neither the Amended Charter nor Amended Bylaws of will provide for cumulative voting. | | | ||
Vacancies on the Board of Directors
|
| | |||||
The Current Charter provides that any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until their successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, | | | The Amended Charter will provide that newly created directorships resulting from an increase in the number of directors and any vacancies on the Board may be filled solely by an affirmative majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s | | |
Current Governance
|
| |
Proposed Governance
|
|
disqualification or removal. | | | resignation, removal from officer, death or incapacity. | |
Special Meeting of the Board of Directors
|
| |||
The current bylaws of DHAC provide that special meetings of the Board may be called by the Chief Executive Officer or by the number of directors who then legally constitute a quorum. Notice thereof stating the place, date and hour of the meeting shall be delivered to each director not less than ten nor more than sixty days before the date of the meeting. | | | The Amended Bylaws of will provide that special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer or affirmative vote of a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by telephone or written notice not less than twenty-four (24) hours before the date of the meeting, by first class mail on at least seventy-two (72) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. | |
Amendments to Certificate of Incorporation
|
| |||
The Current Charter may be amended as permitted under Delaware law. | | | The Amended Charter will be amended as permitted under Delaware law, except Part B of Article IV, Article V, Article VI, Article VII, Article VIII, Article IX and Article X of the Amended Charter may only be altered, amended or repealed by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock of the Combined Company entitled to vote. | |
Provisions Specific to a Blank Check Company
|
| |||
The Current Charter sets forth various provisions related to its operations as a blank check company/special purpose acquisition corporation prior to the consummation of an initial business combination. | | | None. | |
Amendment of Bylaws
|
| |||
The current DHAC bylaws provide that may be adopted, amended or repealed either (a) at any regular or special meeting of stockholders at which a quorum is present or represented, by the affirmative vote of the holders of a majority of the shares entitled to vote, or (b) by a resolution adopted by a majority of the whole board at any regular or special meeting of the board. | | | The Amended Bylaws will provide that the Amended Bylaws may be adopted, amended or repealed as prescribed by the Amended Charter. | |
Quorum
|
| |||
The current bylaws of DHAC provide that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Current Charter. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy | | | The Amended Bylaws will provide that a majority of the voting power of the shares of the capital stock of issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called. | |
Current Governance
|
| |
Proposed Governance
|
|
shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. | | | | |
Stockholder Action by Written Consent
|
| |||
The Current Charter provides that any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders or may be effected by written consent of the stockholders in compliance with Section 228 of the Delaware General Corporation Law in lieu of a meeting. | | | The Amended Charter will prohibit stockholders from acting by written consent, except to the extent otherwise provided in the Amended Bylaws. | |
Special Stockholder Meetings
|
| |||
DHAC’s current bylaws provide that special meetings of our stockholders may be called by resolution of the Board, or by the Chief Executive Officer, or by the holders of not less than one-quarter of all of the shares entitled to vote at the meeting. | | | The Amended Bylaws will provide that special meetings of stockholders may only be called by the Board, the Chairperson of the Board or the Chief Executive Officer, and may not be called by any other person or persons. The business to be conducted at a special meeting of stockholders shall be limited to the purpose or purposes for which the meeting has been called as set forth in the notice of such meeting. | |
Notice of Stockholders Meetings
|
| |||
DHAC’s current bylaws provide that written or printed notice of the meeting stating the place, day and hour of the meeting and, in case of a special meeting, stating the purpose or purposes for which the meeting is called, and in case of a meeting held by remote communication stating such means, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, or by telegram, facsimile or cable or other electronic means, by or at the direction of the Chief Executive Officer, the Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting. | | | The Amended Bylaws will provide that notice of the place (if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and means of remote communication, if any, of every meeting of stockholders shall be given not less than ten (10) days nor more than sixty (60) days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. | |
Stockholder Nominations of Persons for Election of Directors
|
| |||
DHAC’s current bylaws is silent. | | | The Amended Bylaws will provide that unless otherwise provided in the Amended Charter or any certificate of designation (as will be defined in the Amended Charter), nominations of persons for election to the Board at a meeting of stockholders may be made at such meeting by or at the direction of the Board or any duly authorized committee thereof, or by any | |
Current Governance
|
| |
Proposed Governance
|
|
| | | stockholder who timely complies with the notice procedure of the Amended Bylaws and is entitled to vote. | |
Stockholder Proposals (Other than Nominations of Persons for Election of Directors)
|
| |||
The Current Charter and DHAC’s current bylaws are silent with respect to proposals of other business. | | | The Amended Charter will provide that at an annual meeting of the stockholders, business shall be conducted if properly brought before the meeting. A stockholder has properly brought the proposal when (1) it is from a stockholder of record; (2) the stockholder is entitled to vote; and (3) the proposal was brought pursuant to the Amended Bylaws and with Rule 14a-8 under the Exchange Act. | |
Limitation of Liability of Directors and Officers
|
| |||
Pursuant to the Current Charter, the directors of DHAC will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors. | | | The Amended Charter will provide that, no director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. | |
Indemnification of Directors, Officers, Employees and Agents
|
| |||
The Current Charter provides that DHAC’s directors and officers will be indemnified by DHAC to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. The current bylaws of DHAC also permits DHAC to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. DHAC has purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures DHAC against DHAC’s obligations to indemnify its directors and officers. | | | The Amended Charter will provide that the Combined Company shall have the power to provide rights to indemnification and advancement of expenses to its current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Combined Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. | |
Corporate Opportunity Provision
|
| |||
The Current Charter provides that the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to DHAC or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of DHAC unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of DHAC and such | | | The Amended Charter will be silent with respect to the doctrine of corporate opportunity. The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of Combined Company under the Amended Charter. | |
Current Governance
|
| |
Proposed Governance
|
|
opportunity is one DHAC is legally and contractually permitted to undertake and would otherwise be reasonable for DHAC to pursue. | | | | |
Choice of Forum
|
| |||
The Current Charter provides that, unless DHAC consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of DHAC, (i) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of DHAC to DHAC or DHAC’s stockholders, (iii) any action asserting a claim against DHAC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or the bylaws of DHAC, or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware).
However, the foregoing will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless DHAC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
|
| | The Amended Charter will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Combined Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer employee, agent or stockholder of the Combined Company to the Combined Company or its stockholders, (iii) any action or proceeding arising or asserting a claim arising pursuant to any provision of the DGCL or any provision of the Amended Charter or the Amended Bylaws, (iv) any action or proceeding asserting a claim against a stockholder of the Combined Company, or (v) any action or proceeding asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce, or determine the validity of the Amended Charter or the Amended Bylaws. However, the foregoing will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. | |
Name
|
| |
Age
|
| |
Position
|
|
Scott Wolf | | |
59
|
| |
Chief Executive Officer, corporate
secretary, and Chairman |
|
Daniel Sullivan | | |
65
|
| | Chief Financial Officer | |
Kevin Lowdermilk | | |
60
|
| | Director | |
Frank Ciufo | | |
63
|
| | Director | |
George McNellage | | |
64
|
| | Director | |
Scott Metzger | | |
56
|
| | Director | |
Name
|
| |
Position
|
| |
Age
|
|
Milton Chen | | |
Chief Executive Officer and Director
|
| |
51
|
|
Erika Chuang | | | Chief Product Officer | | |
49
|
|
| | | | | | | | | | | |
2022
|
| |
2023
|
| |||||||||||||||||||||||||||||||||||||||
Name
|
| |
Position
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| | ||||||||||||||||||||||||||
Milton Chen
|
| | Chief Executive Officer | | | | | 137,500 | | | | | | 0 | | | | | | — | | | | | | 137,500 | | | | | | 41,666 | | | | | | 0 | | | | | | — | | | | | | 41,666 | | | | ||
Erika Chuang
|
| | Chief Product Officer | | | | | 212,500 | | | | | | 0 | | | | | | — | | | | | | 212,500 | | | | | | 83,333 | | | | | | 0 | | | | | | — | | | | | | 83,333 | | | | ||
Torrey Lyons
|
| |
Chief Technology Officer
|
| | | | 206,250 | | | | | | 0 | | | | | | — | | | | | | 206,250 | | | | | | 112,500 | | | | | | 0 | | | | | | — | | | | | | 112,500 | | | |
Name
|
| |
Position
|
| |
Age
|
|
Imoigele P. Aisiku | | |
Chief Executive Officer, Chief Medical Officer and Director
|
| |
52
|
|
Jerry Leonard | | |
Chief Financial Officer
|
| |
55
|
|
Jered Wieland | | |
Chief Operating Officer
|
| |
51
|
|
| | | | | |
2022
|
| |
2023
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Position
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Imoigele P. Aisiku
|
| |
Chief Executive
Officer, Chief
Medical Officer and Director |
| | |
|
305,667
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
305,667
|
| | | |
|
180,000
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
180,000
|
| |
Jered Weiland
|
| |
Chief Operating
Officer
|
| | |
|
119,167
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
119,167
|
| | | |
|
77,500
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
77,500
|
| |
Jerry Leonard
|
| |
Chief Financial
Officer
|
| | |
|
183,333.37
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
183,333.37
|
| | | |
|
143,500
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
143,500
|
| |
Name
|
| |
Position
|
| |
Age
|
|
Milton Chen | | | Co-Chief Executive Officer and Director | | | 51 | |
Imoigele Aisiku | | |
Co-Chief Executive Officer, Chairman, Director
|
| | 52 | |
Jerry Leonard | | | Chief Financial Officer and Secretary | | | 56 | |
George McNellage | | | Chief Operating Officer and Director of Sales | | | 64 | |
Kevin Lowdermilk | | | Director | | | 60 | |
Colin O’Sullivan | | | Director | | | 49 | |
Scott Metzger | | | Director | | | 56 | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of
VSee Class A Common Stock Beneficially Owned(1) |
| |
% of Class(1)(2)(3)
|
| ||||||
Five Percent Holders of VSee Common Stock | | | | | | | | | | | | | |
Salesforce, Inc.(4)
|
| | | | 1,195,019(5) | | | | | | 9.45% | | |
Directors and Named Executive Officers of VSee(6) | | | | | | | | | | | | | |
Milton Chen
|
| | | | 7,186,237 | | | | | | 62.8% | | |
Erika Chuang
|
| | | | 476,082 | | | | | | 4.2% | | |
All Directors and Executive Officers of VSee as a Group (3 individuals)
|
| | | | 7,662,319 | | | | | | 66.92% | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of
VSee Series A Preferred Stock Beneficially Owned |
| |
% of Class(7)
|
| ||||||
Five Percent Holders of VSee Series A Preferred Stock | | | | | | | | | | | | | |
James Gibbons(8)
|
| | | | 247,811 | | | | | | 66.7% | | |
In-Q-Tel Inc.(9)
|
| | | | 82,603 | | | | | | 22.2% | | |
The Perry Living Trust(10) . . . . . . . . . . . . . . . . . . .
|
| | | | 41,301 | | | | | | 11.1% | | |
Directors and Named Executive Officers of VSee(6) | | | | | | | | | | | | | |
Milton Chen
|
| | | | — | | | | | | — | | |
Erika Chuang
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers of VSee as a Group (3 individuals)
|
| | | | — | | | | | | — | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of
VSee Series A-1 Preferred Stock Beneficially Owned |
| |
% of Class(11)
|
| ||||||
Five Percent Holders of VSee Series A-1 Preferred Stock | | | | | | | | | | | | | |
Salesforce, Inc.(4)
|
| | | | 1,195,019 | | | | | | 97.3% | | |
Directors and Named Executive Officers of VSee(11) | | | | | | | | | | | | | |
Milton Chen
|
| | | | — | | | | | | — | | |
Erika Chuang
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers of VSee as a Group (3 individuals)
|
| | | | — | | | | | | — | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of
iDoc Class A Common Stock Beneficially Owned |
| |
% of Class
|
| ||||||
Five Percent Holders of iDoc | | | | | | | | | | | | | |
Anthony Burnett(1)
|
| | | | 680 | | | | | | 13.66% | | |
Directors and Named Executive Officers of iDoc(2) | | | | | | | | | | | | | |
Imoigele Aisiku
|
| | | | 3,557 | | | | | | 71.45% | | |
Jerry Leonard
|
| | | | — | | | | | | — | | |
Jered Wieland
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers of iDoc as a Group (3 individuals)
|
| | | | 3,557 | | | | | | 71.45% | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of
DHAC Common Stock Beneficially Owned |
| |
% of Class
|
| ||||||
Five Percent Holders of DHAC | | | | | | | | | | | | | |
Digital Health Sponsor LLC (our sponsor)(1)
|
| | | | 3,187,250(2) | | | | | | 76.60% | | |
SCS Capital Partners, LLC(3)
|
| | | | 500,000 | | | | | | 13.87% | | |
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B(4)
|
| | | | 200,000 | | | | | | 5.55% | | |
Directors and Named Executive Officers of DHAC(5) | | | | | | | | | | | | | |
Scott Wolf(6)
|
| | | | 175,000 | | | | | | 4.86% | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | | 2.08% | | |
Frank Ciufo
|
| | | | 8,625 | | | | | | * | | |
George McNellage
|
| | | | 8,625 | | | | | | * | | |
Scott Metzger
|
| | | | 8,625 | | | | | | * | | |
Kevin Lowdermilk
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers of DHAC as a Group (6 individuals)
|
| | | | 275,875 | | | | | | 7.65% | | |
| | |
No Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of Shares of
Common Stock of the Combined Company Beneficially Owned |
| |
% of Class(1)
|
| |
Number of Shares of
Common Stock of the Combined Company Beneficially Owned |
| |
% of Class(2)
|
| ||||||||||||
Five Percent Holders of the Combined Company
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Digital Health Sponsor LLC (our sponsor)(3)
|
| | | | 3,222,250(4) | | | | | | 22.47% | | | | | | 3,222,250(4) | | | | | | 22.66% | | |
Dominion Capital LLC(5)
|
| | | | 1,124,288(6) | | | | | | 8.08% | | | | | | 1,124,288(6) | | | | | | 8.14% | | |
Current Directors and Named Executive Officers
of DHAC Pre-Business Combination(7) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Scott Wolf(8)
|
| | | | 175,000 | | | | | | 1.27% | | | | | | 175,000 | | | | | | 1.28% | | |
Daniel Sullivan
|
| | | | 75,000 | | | | | | * | | | | | | 75,000 | | | | | | * | | |
Frank Ciufo
|
| | | | 8,625 | | | | | | * | | | | | | 8,625 | | | | | | * | | |
George McNellage
|
| | | | 8,625 | | | | | | * | | | | | | 8,625 | | | | | | * | | |
Scott Metzger
|
| | | | 8,625 | | | | | | * | | | | | | 8,625 | | | | | | * | | |
Kevin Lowdermilk
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | |
All Current Directors and Executive Officers of
DHAC Pre-Business Combination as a Group (6 individuals) |
| | | | 275,875 | | | | | | 2.01% | | | | | | 275,875 | | | | | | 2.02% | | |
Directors and Named Executive Officers of the Combined Company Post-Business Combination(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Milton Chen
|
| | | | 2,858,684(9) | | | | | | 20.80% | | | | | | 2,858,684(9) | | | | | | 20.97% | | |
Imoigele Aisiku
|
| | | | 3,536,993(9) | | | | | | 25.73% | | | | | | 3,536,993(9) | | | | | | 25.95% | | |
Jerry Leonard
|
| | | | 75,000(10) | | | | | | * | | | | | | 75,000(10) | | | | | | * | | |
Kevin Lowdermilk
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Colin O’Sullivan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Metzger
|
| | | | 8,625 | | | | | | * | | | | | | 8,625 | | | | | | * | | |
All Directors and Executive Officers of the Combined Company Post-Business Combination as a group (6 individuals)
|
| | | | 6,479,302 | | | | | | 44.04% | | | | | | 6,479,302 | | | | | | 44.39% | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of Series A
Convertible Preferred Stock of the Combined Company Beneficially Owned |
| |
% of Class(1)
|
| ||||||
Five Percent Holders of the Combined Company’s Series A Preferred
Stock |
| | | | | | | | | | | | |
A.G.P./Alliance Global Partners(2)
|
| | | | 4,370 | | | | | | 70.96% | | |
SCS Capital Partners LLC(3)
|
| | | | 765 | | | | | | 12.42% | | |
Digital Health Sponsor LLC(4)
|
| | | | 350 | | | | | | 5.68% | | |
Current Directors and Named Executive Officers of DHAC Pre-Business Combination(5)
|
| | | | | | | | | | | | |
Scott Wolf
|
| | | | — | | | | | | — | | |
Daniel Sullivan
|
| | | | — | | | | | | — | | |
Frank Ciufo
|
| | | | — | | | | | | — | | |
George McNellage
|
| | | | — | | | | | | — | | |
Scott Metzger
|
| | | | — | | | | | | — | | |
Kevin Lowdermilk
|
| | | | — | | | | | | — | | |
All Current Directors and Executive Officers of DHAC Pre-Business
Combination as a Group (6 individuals) |
| | | | — | | | | | | — | | |
Directors and Named Executive Officers of Combined Company Post-Business Combination(5)
|
| | | | | | | | | | | | |
Milton Chen
|
| | | | — | | | | | | — | | |
Imoigele Aisiku
|
| | | | — | | | | | | — | | |
Jerry Leonard
|
| | | | — | | | | | | — | | |
Kevin Lowdermilk
|
| | | | — | | | | | | — | | |
Colin O’Sullivan
|
| | | | — | | | | | | — | | |
Scott Metzger
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers post-Business Combination as a
group (6 individuals) |
| | | | — | | | | | | — | | |
Initial Stockholders
|
| |
Initial
Founder Shares |
| |
Forfeited Shares
|
| |
Current
Founder Shares |
| |||||||||
Digital Health Sponsor LLC(1)(2)(3)
|
| | | | 3,044,500 | | | | | | 971,250 | | | | | | 2,073,250 | | |
Scott Wolf
|
| | | | 230,000 | | | | | | 55,000 | | | | | | 175,000 | | |
Daniel Sullivan
|
| | | | 86,250 | | | | | | 11,250 | | | | | | 75,000 | | |
SCS Capital Partners, LLC(2)
|
| | | | 900,000 | | | | | | 400,000 | | | | | | 500,000 | | |
Brent Willis
|
| | | | 8,625 | | | | | | — | | | | | | 8,625 | | |
Frank Ciufo
|
| | | | 8,625 | | | | | | — | | | | | | 8,625 | | |
George McNellage
|
| | | | 8,625 | | | | | | — | | | | | | 8,625 | | |
Scott Metzger
|
| | | | 8,625 | | | | | | — | | | | | | 8,625 | | |
Andrew Singer
|
| | | | 5,750 | | | | | | — | | | | | | 5,750 | | |
Lane Ostrow
|
| | | | 5,750 | | | | | | — | | | | | | 5,750 | | |
Basil Harris
|
| | | | 5,750 | | | | | | — | | | | | | 5,750 | | |
| | |
Page
|
| |||
Audited Financial Statements of Digital Health Acquisition Corp | | | | | | | |
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | |
| | |
Page
|
| |||
Consolidated Financial Statements | | | |||||
| | | | F-49 | | | |
| | | | F-50 | | | |
| | | | F-51 | | | |
| | | | F-52 | | | |
| | | | F-53 | | | |
| | | | F-54 | | |
| Consolidated Financial Statements | | | | | | | |
| | | | | F-69 | | | |
| | | | | F-70 | | | |
| | | | | F-71 | | | |
| | | | | F-72 | | | |
| | | | | F-73 | | | |
| | | | | F-74 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,863 | | | | | $ | 106,998 | | |
Total Current Assets
|
| | | | 1,863 | | | | | | 106,998 | | |
Investments held in Trust Account
|
| | | | 1,368,637 | | | | | | 7,527,369 | | |
Total Assets
|
| | | $ | 1,370,500 | | | | | $ | 7,634,367 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 3,303,836 | | | | | $ | 1,886,312 | | |
Excise tax payable
|
| | | | 72,396 | | | | | | — | | |
Income taxes payable
|
| | | | 187,225 | | | | | | 187,225 | | |
Advances from related parties
|
| | | | 117,871 | | | | | | 43,900 | | |
Bridge Note, net of discount
|
| | | | — | | | | | | 292,800 | | |
Accrued interest on Exchange Note
|
| | | | 23,964 | | | | | | — | | |
Additional Bridge Promissory note, net of discount
|
| | | | 102,726 | | | | | | — | | |
Promissory note – M2B
|
| | | | 167,958 | | | | | | — | | |
Exchange Note
|
| | | | 2,621,558 | | | | | | — | | |
ELOC
|
| | | | 203,720 | | | | | | — | | |
Promissory note – related party
|
| | | | 926,500 | | | | | | 350,000 | | |
Extension Note, net of discount
|
| | | | 233,774 | | | | | | — | | |
Bridge Note – Bifurcated Derivative
|
| | | | — | | | | | | 364,711 | | |
Extension Note – Bifurcated Derivative
|
| | | | 22,872 | | | | | | — | | |
PIPE Forward Contract Derivative
|
| | | | — | | | | | | 170,666 | | |
Total Current Liabilities
|
| | | | 7,984,400 | | | | | | 3,295,614 | | |
Deferred underwriting fee payable
|
| | | | 4,370,000 | | | | | | 4,370,000 | | |
Total Liabilities
|
| | | | 12,354,400 | | | | | | 7,665,614 | | |
Commitments | | | | | | | | | | | | | |
Common stock, $0.0001 par value, subject to possible redemption; 114,966 and 694,123 shares issued and outstanding at redemption value of $11.15 and $10.65 per share as of December 31, 2023 and 2022, respectively
|
| | | | 1,281,957 | | | | | | 7,395,349 | | |
Stockholders’ Deficit | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,489,000 and 3,462,000 shares issued and outstanding (excluding 114,966 and 694,123 shares subject to redemption) as of December 31, 2023 and 2022, respectively
|
| | | | 350 | | | | | | 347 | | |
Additional paid-in capital
|
| | | | 550,246 | | | | | | 292,973 | | |
Accumulated deficit
|
| | | | (12,816,453) | | | | | | (7,719,916) | | |
Total Stockholders’ Deficit
|
| | | | (12,265,857) | | | | | | (7,426,596) | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | $ | 1,370,500 | | | | | $ | 7,634,367 | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
General and administrative expenses
|
| | | $ | 2,593,765 | | | | | $ | 3,594,967 | | |
Loss from operations
|
| | | | (2,593,765) | | | | | | (3,594,967) | | |
Other (expense) income: | | | | | | | | | | | | | |
Default interest expense – Bridge Note
|
| | | | (1,579,927) | | | | | | — | | |
Interest expense – Bridge Note
|
| | | | (429,007) | | | | | | (125,980) | | |
Interest expense – Additional Bridge
|
| | | | (12,642) | | | | | | — | | |
Interest expense – M2B
|
| | | | (22,958) | | | | | | — | | |
Interest expense – Extension Note
|
| | | | (133,748) | | | | | | — | | |
Initial fair value of Additional Bridge Note
|
| | | | 11,111 | | | | | | — | | |
Initial fair value of ELOC
|
| | | | (204,039) | | | | | | — | | |
Change in fair value of Additional Bridge Note
|
| | | | (2,726) | | | | | | — | | |
Change in fair value of Exchange Note
|
| | | | (97,814) | | | | | | — | | |
Change in fair value of ELOC
|
| | | | 319 | | | | | | — | | |
Change in fair value of Bridge Note – Bifurcated Derivative
|
| | | | 120,267 | | | | | | (86,307) | | |
Change in fair value of Extension Note – Bifurcated Derivative
|
| | | | 1,630 | | | | | | — | | |
Change in fair value of PIPE Forward Contract Derivative
|
| | | | 170,666 | | | | | | (170,666) | | |
Interest earned on investments held in Trust Account
|
| | | | 358,767 | | | | | | 922,644 | | |
Total other (expense) income
|
| | | | (1,820,101) | | | | | | 539,691 | | |
Loss before provision for income taxes
|
| | | | (4,413,866) | | | | | | (3,055,276) | | |
Provision for income taxes
|
| | | | — | | | | | | (187,225) | | |
Net loss
|
| | | $ | (4,413,866) | | | | | $ | (3,242,501) | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 4,096,353 | | | | | | 12,741,219 | | |
Basic and diluted net loss per common share
|
| | | $ | (1.08) | | | | | $ | (0.25) | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – December 31, 2021
|
| | | | 3,432,000 | | | | | $ | 344 | | | | | $ | — | | | | | $ | (3,334,812) | | | | | $ | (3,334,468) | | |
Accretion of common stock subject to redemption value
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,142,603) | | | | | | (1,142,603) | | |
Issuance of 30,000 shares issued with Bridge Note, net of offering cost
|
| | | | 30,000 | | | | | | 3 | | | | | | 284,421 | | | | | | — | | | | | | 284,424 | | |
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost
|
| | | | — | | | | | | — | | | | | | 8,552 | | | | | | — | | | | | | 8,552 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,242,501) | | | | | | (3,242,501) | | |
Balance – December 31, 2022
|
| | | | 3,462,000 | | | | | | 347 | | | | | | 292,973 | | | | | | (7,719,916) | | | | | | (7,426,596) | | |
Issuance of 20,000 shares issued to settle legal claim
|
| | | | 20,000 | | | | | | 2 | | | | | | 214,198 | | | | | | — | | | | | | 214,200 | | |
Issuance of 7,000 shares and warrants issued with Extension Note, net of offering costs
|
| | | | 7,000 | | | | | | 1 | | | | | | 115,471 | | | | | | — | | | | | | 115,472 | | |
Excise tax payable attributable to redemption of
common stock |
| | | | — | | | | | | — | | | | | | (72,396) | | | | | | — | | | | | | (72,396) | | |
Accretion of common stock subject to redemption value
|
| | | | — | | | | | | — | | | | | | — | | | | | | (682,671) | | | | | | (682,671) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,413,866) | | | | | | (4,413,866) | | |
Balance – December 31, 2023
|
| | | | 3,489,000 | | | | | $ | 350 | | | | | $ | 550,246 | | | | | $ | (12,816,453) | | | | | $ | (12,265,857) | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (4,413,866) | | | | | $ | (3,242,501) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investments held in Trust Account
|
| | | | (358,767) | | | | | | (922,644) | | |
Initial loss on and change in fair value of ELOC
|
| | | | 203,720 | | | | | | — | | |
Initial gain on fair value of Additional Bridge Note
|
| | | | (11,111) | | | | | | — | | |
Change in fair value of Exchange Note
|
| | | | 97,814 | | | | | | — | | |
Change in fair value of Additional Bridge Note
|
| | | | 2,726 | | | | | | — | | |
Change in fair value of Bridge Note – Bifurcated Derivative
|
| | | | (120,267) | | | | | | 86,307 | | |
Change in fair value of Extension Note – Bifurcated Derivative
|
| | | | (1,630) | | | | | | — | | |
Change in fair value of PIPE Forward Contract Derivative
|
| | | | (170,666) | | | | | | 170,666 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid and other current assets
|
| | | | — | | | | | | 457,605 | | |
Accounts payable and accrued expenses
|
| | | | 1,631,724 | | | | | | 1,746,149 | | |
Default interest on Bridge Note
|
| | | | 1,579,927 | | | | | | — | | |
Accrued interest – Bridge Note
|
| | | | 429,006 | | | | | | 125,980 | | |
Accrued interest – Additional Bridge Note
|
| | | | 12,642 | | | | | | — | | |
Accrued interest – M2B Note
|
| | | | 22,958 | | | | | | — | | |
Accrued interest – Extension Note
|
| | | | 133,748 | | | | | | — | | |
Income taxes payable
|
| | | | — | | | | | | 187,225 | | |
Net cash used in operating activities
|
| | | | (962,042) | | | | | | (1,391,213) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (350,000) | | | | | | (350,000) | | |
Cash withdrawn from Trust Account to pay franchise and income taxes
|
| | | | 71,436 | | | | | | 110,472,253 | | |
Cash withdrawn from Trust Account in connection with redemption
|
| | | | 6,796,063 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 6,517,499 | | | | | | 110,122,253 | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Advances from related party
|
| | | | 95,037 | | | | | | — | | |
Repayment of advances from related party
|
| | | | (21,066) | | | | | | — | | |
Proceeds from Bridge Note
|
| | | | 100,000 | | | | | | 800,000 | | |
Proceeds from M2B Note
|
| | | | 145,000 | | | | | | — | | |
Payment of Financing Cost in Bridge Note
|
| | | | — | | | | | | (61,800) | | |
Proceeds from promissory note – related party
|
| | | | 576,500 | | | | | | 350,000 | | |
Proceeds from promissory note
|
| | | | 240,000 | | | | | | — | | |
Redemption of common stock
|
| | | | (6,796,063) | | | | | | (110,472,254) | | |
Net cash used in financing activities
|
| | | | (5,660,592) | | | | | | (109,384,054) | | |
Net Change in Cash
|
| | | | (105,135) | | | | | | (653,014) | | |
Cash – Beginning of year
|
| | | | 106,998 | | | | | | 760,012 | | |
Cash – End of year
|
| | | $ | 1,863 | | | | | $ | 106,998 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Common stock issued for legal settlement
|
| | | $ | 214,200 | | | | | $ | 284,424 | | |
Financing costs included in Extension Note
|
| | | $ | 60,000 | | | | | $ | — | | |
Warrants issued as financing cost in Extension Note
|
| | | $ | 40,130 | | | | | $ | 8,552 | | |
Bridge Promissory note, net of discount – settled with Exchange Note
|
| | | $ | 2,279,300 | | | | | $ | — | | |
Bridge Note – Embedded Derivative – settled with Exchange Note
|
| | | $ | 244,444 | | | | | $ | — | | |
Excise tax attributable to redemption of common stock
|
| | | $ | 72,396 | | | | | $ | — | | |
Common stock issued as financing cost in Extension Note
|
| | | $ | 78,349 | | | | | $ | — | | |
|
Gross proceeds
|
| | | $ | 115,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to public warrants
|
| | | | (12,483,555) | | |
|
Common stock issuance costs
|
| | | | (6,923,767) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 21,132,322 | | |
|
Common stock subject to possible redemption, December 31, 2021
|
| | | | 116,725,000 | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 1,142,603 | | |
| Less: | | | | | | | |
|
Redemptions
|
| | | | (110,472,254) | | |
|
Common stock subject to possible redemption, December 31, 2022
|
| | | | 7,395,349 | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 682,671 | | |
| Less: | | | | | | | |
|
Redemptions
|
| | | | (6,796,063) | | |
|
Common stock subject to possible redemption, December 31, 2023
|
| | | $ | 1,281,957 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
Common Stock
|
| |
Common Stock
|
| ||||||
Basic and diluted net loss per of common stock | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Allocation of net loss
|
| | | $ | (4,413,866) | | | | | $ | (3,242,501) | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 4,096,353 | | | | | | 12,741,219 | | |
Basic and diluted net loss per common share
|
| | | $ | (1.08) | | | | | $ | (0.25) | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Net operating loss carryforward
|
| | | $ | 461,882 | | | | | $ | (379) | | |
Start-up/organization expenses
|
| | | | 1,622,610 | | | | | | 962,297 | | |
Total deferred tax assets
|
| | | | 2,084,492 | | | | | | 961,918 | | |
Valuation allowance
|
| | | | (2,084,492) | | | | | | (961,918) | | |
Deferred tax assets, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | 187,225 | | |
Deferred
|
| | | | (926,728) | | | | | | (741,805) | | |
State | | | | | | | | | | | | | |
Current
|
| | | | — | | | | | | — | | |
Deferred
|
| | | | (191,524) | | | | | | (153,306) | | |
Change in valuation allowance
|
| | | | 1,118,252 | | | | | | 895,111 | | |
Income tax provision
|
| | | $ | — | | | | | $ | 187,225 | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Statutory federal income tax rate
|
| | | | 21.0% | | | | | | 21.0% | | |
State taxes, net of federal tax benefit
|
| | | | 4.3% | | | | | | 4.3% | | |
Change in fair value of Bridge Note – bifurcated derivative
|
| | | | 0.7% | | | | | | (0.7)% | | |
Change in fair value of PIPE forward contract derivative
|
| | | | 1.0% | | | | | | (1.4)% | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Initial fair value of ELOC
|
| | | | (1.2)% | | | | | | — | | |
Initial fair value of Additional Bridge
|
| | | | 0.1% | | | | | | — | | |
Change in fair value of Exchange Note
|
| | | | (0.6)% | | | | | | — | | |
Change in fair value of ELOC
|
| | | | 0.0% | | | | | | — | | |
Change in fair value of Additional Bridge Note
|
| | | | 0.0% | | | | | | — | | |
Change in valuation allowance
|
| | | | (25.3)% | | | | | | (29.3)% | | |
Income tax provision
|
| | | | 0.0% | | | | | | (6.1)% | | |
|
| | |
Trading Securities
|
| |
Level
|
| |
Fair Value
|
| ||||||
December 31, 2023
|
| |
Money Market Funds
|
| | | | 1 | | | | | $ | 1,368,637 | | |
| | |
Trading Securities
|
| |
Level
|
| |
Fair Value
|
| ||||||
December 31, 2022
|
| |
Money Market Funds
|
| | | | 1 | | | | | $ | 7,527,369 | | |
December 31, 2023
|
| |
Fair Value
|
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Extension Note – Bifurcated Derivative
|
| | | $ | 22,872 | | | | | $ | — | | | | | $ | — | | | | | $ | 22,872 | | |
ELOC
|
| | | $ | 203,720 | | | | | $ | — | | | | | $ | — | | | | | $ | 203,720 | | |
Additional Bridge Note
|
| | | $ | 102,726 | | | | | $ | — | | | | | $ | — | | | | | $ | 102,726 | | |
Exchange Note
|
| | | $ | 2,621,558 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,621,558 | | |
December 31, 2022
|
| |
Fair Value
|
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
PIPE Forward Contract
|
| | | $ | 170,666 | | | | | $ | — | | | | | $ | — | | | | | $ | 170,666 | | |
Bridge Note – Bifurcated Derivative
|
| | | $ | 364,711 | | | | | $ | — | | | | | $ | — | | | | | $ | 364,711 | | |
| | |
November 21,
2023 |
| |
December 31,
2022 |
| ||||||
CCC bond rates
|
| | | | n/a | | | | | | 15.09% | | |
Risk-free interest rate
|
| | | | 5.38% | | | | | | n/a | | |
Stock price
|
| | | $ | 12.64 | | | | | | n/a | | |
Volatility
|
| | | | 0.1% | | | | | | n/a | | |
Weighted term
|
| | | | 0.61 | | | | | | n/a | | |
Probability of early termination/repayment – business combination not completed
|
| | | | —% | | | | | | 5% | | |
Probability of early termination/repayment – business combination completed, or PIPE completed
|
| | | | —% | | | | | | 95% | | |
Probability of completing a business combination by March 31,
2023 |
| | | | —% | | | | | | 50% | | |
Probability of completing a business combination by June 30, 2023
|
| | | | —% | | | | | | 50% | | |
| | |
December 31,
2023 |
| |
May 5,
2023 |
| ||||||
Risk-free interest rate
|
| | | | —% | | | | | | 5.13% | | |
CCC bond rates
|
| | | | 12.96% | | | | | | 14.69% | | |
Expected term (years)
|
| | | | 0.25 | | | | | | 0.38 | | |
Probability of completing a business combination by August 30, 2023
|
| | | | —% | | | | | | 25% | | |
Probability of completing a business combination by September 30, 2023
|
| | | | —% | | | | | | 75% | | |
Probability of completing a business combination by December 31, 2023
|
| | | | —% | | | | | | —% | | |
Probability of completing a business combination by March 31, 2024
|
| | | | 100% | | | | | | —% | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| |
October 6,
2022 |
| |||||||||
Risk-free interest rate
|
| | | | 5.43% | | | | | | 4.76% | | | | | | 4.00% | | |
Expected term (years)
|
| | | | 0.23 | | | | | | 0.37 | | | | | | 0.61 | | |
Probability of completing a business combination
|
| | | | 75% | | | | | | 95% | | | | | | 90% | | |
| | |
December 31,
2023 |
| |
November 21,
2023 |
| ||||||
Risk-free interest rate
|
| | | | 5.40% | | | | | | 5.48% | | |
Expected term (years)
|
| | | | 0.25 | | | | | | 0.36 | | |
Volatility
|
| | | | 95% | | | | | | 95% | | |
Stock price
|
| | | $ | 2.00 | | | | | $ | 2.00 | | |
Debt discount rate
|
| | | | 39.7% | | | | | | 41.5% | | |
Probability of early termination/repayment – business combination not completed
|
| | | | 20% | | | | | | 20% | | |
Probability of completing a business combination by March 31,
2024 |
| | | | 80% | | | | | | 80% | | |
| | |
December 31,
2023 |
| |
November 21,
2023 |
| ||||||
Risk-free interest rate
|
| | | | 5.21% | | | | | | 5.48% | | |
Expected term (years)
|
| | | | 0.71 | | | | | | 0.61 | | |
Volatility
|
| | | | 95% | | | | | | 96% | | |
Stock price
|
| | | $ | 2.00 | | | | | $ | 2.00 | | |
Debt discount rate
|
| | | | 47.54% | | | | | | 49.17% | | |
Probability of completing a business combination by March 31,
2024 |
| | | | 80% | | | | | | 80% | | |
| | |
December 31,
2023 |
| |
November 21,
2023 |
| ||||||
Risk-free interest rate
|
| | | | 3.99% | | | | | | 4.57% | | |
Expected term (years)
|
| | | | 3.25 | | | | | | 3.36 | | |
Volatility
|
| | | | 96.4% | | | | | | 96.4% | | |
Stock price
|
| | | $ | 2.00 | | | | | $ | 2.00 | | |
Probability of completing a business combination by March 31,
2024 |
| | | | 80% | | | | | | 80% | | |
| | |
Forward
Contract |
| |
Bridge Note -
Bifurcated Derivative |
| |
Extension Note -
Bifurcated Derivative |
| |||||||||
Fair value as of December 31, 2022
|
| | | $ | 170,666 | | | | | $ | 364,711 | | | | | $ | — | | |
Initial value of Extension Note – Bifurcated Derivative May 5, 2023
|
| | | | — | | | | | | — | | | | | | 24,502 | | |
Change in valuation inputs or other assumptions
|
| | | | 529,840 | | | | | | (120,267) | | | | | | (1,630) | | |
Derecognized value at termination date
|
| | | | (700,506) | | | | | | (244,444) | | | | | | — | | |
Fair value as of December 31, 2023
|
| | | $ | — | | | | | $ | — | | | | | $ | 22,872 | | |
| | |
Exchange
Note |
| |
Additional
Bridge Note |
| |
ELOC
|
| |||||||||
Fair value as of January 1, 2023
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial value of Extension Note, Additional Bridge Note and
ELOC November 21, 2023 |
| | | | 2,523,744 | | | | | | 100,000 | | | | | | 204,039 | | |
Change in valuation inputs or other assumptions
|
| | | | (97,814) | | | | | | 2,726 | | | | | | (318) | | |
Fair value as of December 31, 2023
|
| | | $ | 2,621,558 | | | | | $ | 102,726 | | | | | $ | 203,720 | | |
| | |
Forward
Contract |
| |
Bridge Note -
Bifurcated Derivative |
| |
Extension Note -
Bifurcated Derivative |
| |||||||||
Fair value at October 5, 2022 (Initial measurement)
|
| | | $ | — | | | | | $ | 278,404 | | | | | $ | — | | |
Fair value at October 6, 2022 (Initial measurement)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in valuation inputs or other assumptions
|
| | | | 170,666 | | | | | | 86,307 | | | | | | — | | |
Fair value as of December 31, 2022
|
| | | $ | 170,666 | | | | | $ | 364,711 | | | | | $ | — | | |
| Consolidated Financial Statements | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 118,734 | | | | | $ | 230,664 | | |
Accounts receivable, net
|
| | | | 628,480 | | | | | | 389,453 | | |
Prepaids and other current assets
|
| | | | 79,920 | | | | | | 139,661 | | |
Total current assets
|
| | | | 827,134 | | | | | | 759,778 | | |
Fixed assets, net
|
| | | | 3,657 | | | | | | — | | |
Deferred tax asset
|
| | | | — | | | | | | 1,852,826 | | |
Total assets
|
| | | $ | 830,791 | | | | | $ | 2,612,604 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 1,824,408 | | | | | $ | 721,089 | | |
Deferred revenue
|
| | | | 802,524 | | | | | | 956,561 | | |
Due to related party
|
| | | | 338,506 | | | | | | 146,322 | | |
Due on share purchase
|
| | | | 135,000 | | | | | | — | | |
Embedded derivative
|
| | | | — | | | | | | 273,534 | | |
Contingent liability
|
| | | | 600,000 | | | | | | — | | |
Loan payable, related party, net of discount
|
| | | | 323,000 | | | | | | 110,000 | | |
Note payable, net of discount
|
| | | | 220,000 | | | | | | 407,131 | | |
Total liabilities
|
| | | | 4,243,438 | | | | | | 2,614,637 | | |
Commitments and contingencies (Note 4) | | | | | | | | | | | | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,701,715 shares authorized; Series A:
371,715 shares authorized, issued and outstanding |
| | | | 37 | | | | | | 37 | | |
Series A-1: 1,330,000 shares authorized, and 1,228,492 issued and outstanding
|
| | | | 123 | | | | | | 123 | | |
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding
|
| | | | 1,000 | | | | | | 1,000 | | |
Additional paid in capital
|
| | | | 6,026,457 | | | | | | 6,026,457 | | |
Accumulated deficit
|
| | | | (9,114,985) | | | | | | (5,666,895) | | |
Non-controlling interest
|
| | | | (325,279) | | | | | | (362,755) | | |
Total stockholders’ deficit
|
| | | | (3,412,647) | | | | | | (2,033) | | |
Total liabilities and stockholders’ deficit
|
| | | $ | 830,791 | | | | | $ | 2,612,604 | | |
| | |
For the years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Revenues
|
| | | $ | 5,840,889 | | | | | $ | 6,377,760 | | |
Cost of goods sold
|
| | | | 1,933,195 | | | | | | 1,542,657 | | |
Gross margin
|
| | | | 3,907,694 | | | | | | 4,835,103 | | |
Operating expenses | | | | | | | | | | | | | |
Compensation and related benefits
|
| | | | 4,417,028 | | | | | | 5,015,940 | | |
General and administrative
|
| | | | 962,616 | | | | | | 1,283,172 | | |
Transaction expenses
|
| | | | 86,799 | | | | | | 216,025 | | |
Total operating expenses
|
| | | | 5,466,443 | | | | | | 6,515,137 | | |
Net operating loss
|
| | | | (1,558,749) | | | | | | (1,680,034) | | |
Other income (expenses): | | | | | | | | | | | | | |
Interest expense
|
| | | | (191,323) | | | | | | (31,868) | | |
Other (expense) income
|
| | | | (20,114) | | | | | | 156,516 | | |
Change in fair value on embedded derivative
|
| | | | 90,200 | | | | | | (64,731) | | |
Gain on forgiveness of debt
|
| | | | 107,862 | | | | | | — | | |
Total other (expenses) income
|
| | | | (13,375) | | | | | | 59,917 | | |
Loss before income taxes
|
| | | | (1,572,124) | | | | | | (1,620,117) | | |
Income tax (expense) benefit
|
| | | | (1,838,490) | | | | | | 694,363 | | |
Net loss
|
| | | | (3,410,614) | | | | | | (925,754) | | |
Net income (loss) attributable to non-controlling interest
|
| | | $ | 37,476 | | | | | $ | (89,549) | | |
Net loss attributable to VSee Lab, Inc.
|
| | | $ | (3,448,090) | | | | | $ | (836,205) | | |
Basic and diluted loss per share
|
| | | $ | (0.34) | | | | | $ | (0.08) | | |
Weighted average number of shares outstanding, basic and diluted income
|
| | | | 9,998,446 | | | | | | 9,998,446 | | |
| | |
Series A
Preferred Stock |
| |
Series A-1
Preferred Stock |
| |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Non: controlling
Interest |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021
|
| | | | 371,715 | | | | | $ | 37 | | | | | | 1,228,492 | | | | | $ | 123 | | | | | | 9,998,446 | | | | | $ | 1,000 | | | | | $ | 6,026,457 | | | | | $ | (4,830,690) | | | | | $ | (273,206) | | | | | $ | 923,721 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (836,205) | | | | | | — | | | | | | (836,205) | | |
Non-controlling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (89,549) | | | | | | (89,549) | | |
Balance, December 31, 2022
|
| | | | 371,715 | | | | | | 37 | | | | | | 1,228,492 | | | | | | 123 | | | | | | 9,998,446 | | | | | | 1,000 | | | | | | 6,026,457 | | | | | | (5,666,895) | | | | | | (362,755) | | | | | | (2,033) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,448,090) | | | | | | — | | | | | | (3,448,090) | | |
Non-controlling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,476 | | | | | | 37,476 | | |
Balance, December 31, 2023
|
| | | | 371,715 | | | | | $ | 37 | | | | | | 1,228,492 | | | | | $ | 123 | | | | | | 9,998,446 | | | | | $ | 1,000 | | | | | $ | 6,026,457 | | | | | $ | (9,114,985) | | | | | $ | (325,279) | | | | | $ | (3,412,647) | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Net loss
|
| | | $ | (3,410,614) | | | | | $ | (925,754) | | |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | | | | | | |
Amortization of discount on note payable
|
| | | | 93,733 | | | | | | 15,934 | | |
Change in fair value on embedded derivative
|
| | | | (90,200) | | | | | | 64,731 | | |
Gain on forgiveness of debt
|
| | | | (107,862) | | | | | | — | | |
Provision for bad debt
|
| | | | 32,457 | | | | | | 15,131 | | |
Depreciation expense
|
| | | | 678 | | | | | | — | | |
Changes in working capital requirements: | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (271,484) | | | | | | (118,490) | | |
Prepaids and other current assets
|
| | | | 59,741 | | | | | | 5,559 | | |
Deferred tax asset
|
| | | | 1,852,826 | | | | | | (694,363) | | |
Accounts payable and accrued liabilities
|
| | | | 1,169,983 | | | | | | 518,639 | | |
Deferred revenue
|
| | | | (154,037) | | | | | | 146,515 | | |
Due to related party
|
| | | | 192,184 | | | | | | 146,322 | | |
Net cash from operating activities
|
| | | | (632,595) | | | | | | (825,776) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchase of fixed assets
|
| | | | (4,335) | | | | | | — | | |
Net cash from financing activities
|
| | | | (4,335) | | | | | | — | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from note payable
|
| | | | 200,000 | | | | | | 600,000 | | |
Proceeds from loan payable, related party
|
| | | | 190,000 | | | | | | 110,000 | | |
Proceeds from share purchase liability
|
| | | | 135,000 | | | | | | — | | |
Net cash from financing activities
|
| | | | 525,000 | | | | | | 710,000 | | |
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
| | | | (111,930) | | | | | | (115,776) | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
| | | | 230,664 | | | | | | 346,440 | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
| | | $ | 118,734 | | | | | $ | 230,664 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | |
Cash paid for interest expense
|
| | | $ | — | | | | | $ | — | | |
Cash paid for income taxes
|
| | | $ | — | | | | | $ | 16,000 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Office equipment
|
| | | $ | 3,335 | | | | | $ | — | | |
Medical equipment
|
| | | | 1,000 | | | | | | — | | |
| | | | | 4,335 | | | | | | — | | |
Less accumulated depreciation
|
| | | | (678) | | | | | | — | | |
Fixed Assets, net
|
| | | $ | 3,657 | | | | | $ | — | | |
Consolidated income statement
|
| |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Current income Tax:
|
| | | $ | | | | | $ | | | ||
Current tax on profits
|
| | | | 14,334 | | | | | | — | | |
Tax regarding prior years
|
| | | | | | | | | | — | | |
Deferred tax: | | | | | | | | | | | | | |
Deferred taxation – current year
|
| | | | (1,994,609) | | | | | | 694,363 | | |
Deferred taxation – prior years
|
| | | | 141,785 | | | | | | — | | |
Income tax (expense) benefit reported in the income statement
|
| | | $ | (1,838,490) | | | | | $ | 694,363 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Accounting (loss) profit before tax from continuing operations
|
| | | $ | (1,572,124) | | | | | $ | (1,620,117) | | |
Accounting (loss) profit before income tax
|
| | | | (1,572,124) | | | | | | (1,620,117) | | |
Federal income tax benefit at federal statutory rate of 21%
|
| | | | 330,146 | | | | | | 340,198 | | |
State income tax benefit, net of federal benefit
|
| | | | 121,463 | | | | | | 93,644 | | |
Permanent differences, net
|
| | | | 17,377 | | | | | | 17,892 | | |
Other
|
| | | | 156,123 | | | | | | 242,629 | | |
Valuation allowance charges affecting the income tax provision
|
| | | | (2,463,599) | | | | | | | | |
Total | | | | $ | (1,838,490) | | | | | $ | 694,363 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Non-Current | | | | | | | | | | | | | |
Deferred revenue
|
| | | $ | 121,052 | | | | | $ | 9,402 | | |
Loan Loss Reserve
|
| | | | 9,083 | | | | | | — | | |
Fixed assets
|
| | | | 16 | | | | | | — | | |
NOL carryforward
|
| | | | 2,333,448 | | | | | | 1,843,424 | | |
Valuation allowance
|
| | | | (2,463,599) | | | | | | | | |
Net deferred tax assets
|
| | | | — | | | | | | 1,852,826 | | |
Reflected in the Balance Sheets: | | | | | | | | | | | | | |
position as follows: | | | | | | | | | | | | | |
Deferred tax assets
|
| | | | — | | | | | | 1,852,826 | | |
Deferred tax liabilities
|
| | | | — | | | | | | — | | |
Deferred tax assets net
|
| | | $ | — | | | | | $ | 1,852,826 | | |
| | |
2023
|
| |
2022
|
| ||||||
Opening balance as of January 1,
|
| | | $ | 1,852,826 | | | | | $ | 1,158,463 | | |
Tax (expense)/benefit during the period recognized in profit or loss
|
| | | | (1,852,826) | | | | | | 694,363 | | |
Closing balance as of December 31,
|
| | | $ | — | | | | | $ | 1,852,826 | | |
Notes Payable
|
| |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Note payable issued October 6, 2022 (Face Value: $666,667)
|
| | | $ | — | | | | | $ | 666,667 | | |
Note payable issued January 12, 2023 (Face Value: $220,000)
|
| | | | 220,000 | | | | | | — | | |
Total notes payable and line of credit
|
| | | | 220,000 | | | | | | 666,667 | | |
Less: unamortized debt discount, net
|
| | | | — | | | | | | (259,536) | | |
Total notes payable at carrying value
|
| | | $ | 220,000 | | | | | $ | 407,131 | | |
| | |
December 31, 2023
|
| |||||||||||||||||||||
| | |
Carrying
value |
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Note – Embedded Derivative
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
December 31, 2022
|
| |||||||||||||||||||||
| | |
Carrying
value |
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Note – Embedded Derivative
|
| | | $ | 273,534 | | | | | $ | — | | | | | $ | — | | | | | $ | 273,534 | | |
Total
|
| | | $ | 273,534 | | | | | $ | — | | | | | $ | — | | | | | $ | 273,534 | | |
| | |
November 21,
2023 |
| |
December 31,
2022 |
| |
October 5,
2022 |
| |||||||||
CCC bond rates
|
| | | | — | | | | | | 15.09% | | | | | | 14.09% | | |
Probability of early termination/repayment – BC not completed
|
| | | | — | | | | | | 5% | | | | | | 10% | | |
Probability of early termination/repayment – BC completed or PIPE completed
|
| | | | — | | | | | | 95% | | | | | | 90% | | |
Probability of completing a business combination by March 31, 2023
|
| | | | — | | | | | | 50% | | | | | | 50% | | |
Probability of completing a business combination by June 30, 2023
|
| | | | — | | | | | | 50% | | | | | | 50% | | |
Implied volatility
|
| | | | 0.1% | | | | | | 6% | | | | | | 12% | | |
Risk free rate
|
| | | | 5.38% | | | | | | 4.76% | | | | | | 4.01% | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Bridge Note Embedded Derivative, Beginning Fair Value
|
| | | $ | 273,534 | | | | | $ | — | | |
Fair value at October 5, 2022 (Initial measurement)
|
| | | | — | | | | | | 208,803 | | |
Change in fair value
|
| | | | (92,449) | | | | | | 64,731 | | |
Derivative adjustment from the Exchange Agreement (Note 9)
|
| | | | (181,085) | | | | | | — | | |
Bridge Note Embedded Derivative, Ending Fair Value
|
| | | $ | — | | | | | $ | 273,534 | | |
| Consolidated Financial Statements | | | | | | | |
| | | | | F-69 | | | |
| | | | | F-70 | | | |
| | | | | F-71 | | | |
| | | | | F-72 | | | |
| | | | | F-73 | | | |
| | | | | F-74 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 63,037 | | | | | $ | 147,685 | | |
Accounts receivable, net
|
| | | | 2,266,302 | | | | | | 5,107,835 | | |
Due from related party
|
| | | | 1,008,101 | | | | | | 678,936 | | |
Prepaids and other current assets
|
| | | | 123,205 | | | | | | 100,000 | | |
Total current assets
|
| | | | 3,460,645 | | | | | | 6,034,456 | | |
Note receivable, related party
|
| | | | 245,500 | | | | | | 336,000 | | |
Right-of-use asset, net
|
| | | | 1,422,017 | | | | | | 1,542,249 | | |
Intangible assets, net
|
| | | | — | | | | | | 107,076 | | |
Deferred tax asset
|
| | | | 598,585 | | | | | | — | | |
Deposit
|
| | | | 20,720 | | | | | | — | | |
Fixed assets, net
|
| | | | 114,044 | | | | | | 38,706 | | |
Total assets
|
| | | $ | 5,861,511 | | | | | $ | 8,058,487 | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 391,923 | | | | | $ | 111,630 | | |
Accrued liabilities
|
| | | | 841,514 | | | | | | 650,677 | | |
Deferred revenue
|
| | | | 20,000 | | | | | | — | | |
Income taxes payable
|
| | | | — | | | | | | 22,281 | | |
Right-of-use liability
|
| | | | 608,695 | | | | | | 350,962 | | |
Line of credit
|
| | | | 456,097 | | | | | | 495,000 | | |
Factoring payable
|
| | | | 660,578 | | | | | | — | | |
Notes payable, net of discount
|
| | | | 1,540,983 | | | | | | 829,505 | | |
Due on acquisition purchase
|
| | | | 300,000 | | | | | | 300,000 | | |
Contingent liability
|
| | | | 600,000 | | | | | | — | | |
Embedded derivative
|
| | | | — | | | | | | 273,534 | | |
Loan payable, related party
|
| | | | 200,000 | | | | | | — | | |
Total current liabilities
|
| | | | 5,619,790 | | | | | | 3,033,589 | | |
Notes payable, less current portion, net of discount
|
| | | | 1,500,600 | | | | | | 1,808,925 | | |
Right-of-use liability, less current portion
|
| | | | 990,774 | | | | | | 1,202,260 | | |
Deferred tax liability
|
| | | | — | | | | | | 403,248 | | |
Total liabilities
|
| | | | 8,111,164 | | | | | | 6,448,022 | | |
Commitments and contingencies (Note 11) | | | | | | | | | | | | | |
Stockholders’ (deficit) equity | | | | | | | | | | | | | |
Common stock, $1.00 par value; 5,000 shares authorized 4,978 issued and outstanding
|
| | | | 4,978 | | | | | | 4,978 | | |
Additional paid in capital
|
| | | | 209,521 | | | | | | 209,521 | | |
Accumulated (deficit) retained earnings
|
| | | | (2,464,152) | | | | | | 1,395,966 | | |
Total stockholders’ (deficit) equity
|
| | | | (2,249,653) | | | | | | 1,610,465 | | |
Total liabilities and stockholders’ (deficit) equity
|
| | | $ | 5,861,511 | | | | | $ | 8,058,487 | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Revenues | | | | | | | | | | | | | |
Patient Fees
|
| | | $ | 3,475,666 | | | | | $ | 5,398,566 | | |
Telehealth Fees
|
| | | | 2,434,210 | | | | | | 2,053,497 | | |
Institutional Fees
|
| | | | 716,314 | | | | | | 1,057,174 | | |
Total Revenue
|
| | | | 6,626,190 | | | | | | 8,509,237 | | |
Cost of Goods Sold
|
| | | | 2,451,633 | | | | | | 3,229,891 | | |
Gross Margin
|
| | | | 4,174,557 | | | | | | 5,279,346 | | |
Operating expenses | | | | | | | | | | | | | |
General and administrative
|
| | | | 6,052,031 | | | | | | 1,824,460 | | |
Compensation and related benefits
|
| | | | 2,044,822 | | | | | | 2,688,844 | | |
Transaction expenses
|
| | | | 358,471 | | | | | | 587,852 | | |
Professional fees
|
| | | | 87,886 | | | | | | 105,996 | | |
Total operating expenses
|
| | | | 8,543,210 | | | | | | 5,207,152 | | |
Net operating (loss) profit
|
| | | | (4,368,653) | | | | | | 72,194 | | |
Other income (expenses): | | | | | | | | | | | | | |
Interest expense
|
| | | | (317,048) | | | | | | (152,626) | | |
Change in fair value on derivative
|
| | | | 90,200 | | | | | | (64,731) | | |
Gain on forgiveness of debt
|
| | | | 107,862 | | | | | | — | | |
Impairment charges
|
| | | | (104,076) | | | | | | — | | |
Other (expense) income
|
| | | | (338,813) | | | | | | 135,570 | | |
Total other expense
|
| | | | (561,875) | | | | | | (81,787) | | |
Loss before income tax
|
| | | | (4,930,528) | | | | | | (9,593) | | |
Income tax benefit (expense)
|
| | | | 1,070,410 | | | | | | (8,531) | | |
Net loss
|
| | | $ | (3,860,118) | | | | | $ | (18,124) | | |
Net loss income per share attributable to common shareholders: | | | | | | | | | | | | | |
Basic
|
| | | $ | (775.4) | | | | | $ | (3.6) | | |
Diluted
|
| | | $ | (775.4) | | | | | $ | (3.6) | | |
Weighted average number of shares outstanding, basic, and diluted
|
| | | | 4,978 | | | | | | 4,978 | | |
| | |
Common Stock
|
| |
Additional
Paid In Capital |
| |
(Accumulated Deficit)
Retained Earnings |
| |
Total
|
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance December 31, 2021
|
| | | | 4,000 | | | | | $ | 4,000 | | | | | $ | 499 | | | | | $ | 1,414,090 | | | | | $ | 1,418,589 | | |
Reallocation of existing shares
|
| | | | 957 | | | | | | 957 | | | | | | (957) | | | | | | — | | | | | | — | | |
Sale of common stock
|
| | | | 21 | | | | | | 21 | | | | | | 209,979 | | | | | | — | | | | | | 210,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (18,124) | | | | | | (18,124) | | |
Balance December 31, 2022
|
| | | | 4,978 | | | | | $ | 4,978 | | | | | $ | 209,521 | | | | | $ | 1,395,966 | | | | | $ | 1,610,465 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,860,118) | | | | | | (3,860,118) | | |
Balance December 31, 2023
|
| | | | 4,978 | | | | | $ | 4,978 | | | | | $ | 209,521 | | | | | $ | (2,464,152) | | | | | $ | (2,249,653) | | |
| | |
2023
|
| |
2022
|
| ||||||
Net loss
|
| | | $ | (3,860,118) | | | | | $ | (18,124) | | |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | | | | | | |
Amortization of discount on note payable
|
| | | | 51,816 | | | | | | 19,712 | | |
Amortization of right of use asset
|
| | | | 212,415 | | | | | | 93,541 | | |
Impairment expense
|
| | | | 104,078 | | | | | | 3,000 | | |
Depreciation and amortization
|
| | | | 16,396 | | | | | | 3,776 | | |
Bad debt expense
|
| | | | 4,939,760 | | | | | | 784,519 | | |
Change in fair value on embedded derivative
|
| | | | (90,200) | | | | | | 64,731 | | |
Gain on forgiveness of debt
|
| | | | (107,862) | | | | | | — | | |
Loss on factoring payable
|
| | | | 339,611 | | | | | | — | | |
Changes in working capital requirements: | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (2,098,227) | | | | | | (3,114,354) | | |
Due from related party
|
| | | | (329,165) | | | | | | (177,576) | | |
Prepaid and other current assets
|
| | | | (23,205) | | | | | | (72,854) | | |
Deferred tax asset
|
| | | | (598,585) | | | | | | — | | |
Accounts payable
|
| | | | 280,293 | | | | | | 29,180 | | |
Accrued liabilities
|
| | | | 329,310 | | | | | | 258,279 | | |
Deferred revenue
|
| | | | 20,000 | | | | | | — | | |
Income taxes payable
|
| | | | (22,281) | | | | | | (394,719) | | |
Deferred tax liability
|
| | | | (403,248) | | | | | | 403,248 | | |
Net cash from operating activities
|
| | | | (1,239,212) | | | | | | (2,117,641) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Acquisition of business, net cash received
|
| | | | — | | | | | | 39,313 | | |
Proceeds on note receivable, related party
|
| | | | 90,500 | | | | | | 120,000 | | |
Issuance of note receivable, related party
|
| | | | — | | | | | | (336,000) | | |
Deposits
|
| | | | (20,720) | | | | | | — | | |
Purchase of fixed assets
|
| | | | (88,734) | | | | | | (42,483) | | |
Net cash from investing activities
|
| | | | (18,954) | | | | | | (219,170) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from revolving line of credit
|
| | | | — | | | | | | 70,000 | | |
Proceeds from factoring payable
|
| | | | 608,916 | | | | | | — | | |
Proceeds from notes payable
|
| | | | 894,000 | | | | | | 2,400,600 | | |
Proceeds from loan payable, related party
|
| | | | 200,000 | | | | | | — | | |
Payments on notes payable
|
| | | | (128,842) | | | | | | (227,122) | | |
Repayment on factoring payable
|
| | | | (324,547) | | | | | | — | | |
Repayment on leased equipment
|
| | | | (76,009) | | | | | | (82,568) | | |
Sale of common stock
|
| | | | — | | | | | | 210,000 | | |
Net cash from financing activities
|
| | | | 1,173,518 | | | | | | 2,370,910 | | |
CHANGE IN CASH AND CASH EQUIVALENTS
|
| | | | (84,648) | | | | | | 34,099 | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
| | | | 147,685 | | | | | | 113,586 | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
| | | $ | 63,037 | | | | | $ | 147,685 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | |
Cash paid for interest expense
|
| | | $ | 86,529 | | | | | $ | 56,365 | | |
Cash paid for income taxes
|
| | | $ | — | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Right of use asset and liability
|
| | | $ | 555,562 | | | | | $ | 1,824,981 | | |
Stock issued for acquisition
|
| | | $ | — | | | | | $ | 300,000 | | |
| Consideration | | | | | | | |
|
Cash payment due
|
| | |
$
|
300,000
|
| |
|
Total consideration
|
| | | $ | 300,000 | | |
| Fair values of identifiable net assets and liabilities: | | | | | | | |
| Assets | | | | | | | |
|
Cash
|
| | |
$
|
39,313
|
| |
|
Accounts receivable
|
| | | | 157,954 | | |
|
Customer list
|
| | | | 15,000 | | |
|
Right-of -use asset
|
| | | | 78,464 | | |
|
Total assets
|
| | | | 290,731 | | |
| Liabilities | | | | | | | |
|
Accounts payable
|
| | | | 7,343 | | |
|
Right-of -use liability
|
| | | | 78,464 | | |
|
Total liabilities
|
| | | | 85,807 | | |
|
Total fair value of identifiable net assets and liabilities
|
| | | $ | 204,924 | | |
|
Goodwill (consideration given minus fair value of identifiable net assets and liabilities)
|
| | | $ | 95,076 | | |
|
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Office equipment
|
| | | $ | 28,506 | | | | | $ | 28,506 | | |
Medical equipment
|
| | | | 89,246 | | | | | | 13,976 | | |
Furniture
|
| | | | 6,153 | | | | | | — | | |
Leasehold improvements
|
| | | | 7,311 | | | | | | — | | |
| | | | | 131,216 | | | | | | 42,482 | | |
Less accumulated. Depreciation
|
| | | | (17,172) | | | | | | (3,776) | | |
Fixed Assets, net
|
| | | $ | 114,044 | | | | | $ | 38,706 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Goodwill (Business Combination – Note 3)
|
| | | $ | — | | | | | $ | 95,076 | | |
Customer list, net (Business Combination – Note 3)
|
| | | | — | | | | | | 12,000 | | |
Ending balance
|
| | | $ | — | | | | | $ | 107,076 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Office Lease
|
| | | $ | 1,216,055 | | | | | $ | 1,130,642 | | |
Less accumulated amortization
|
| | | | (337,743) | | | | | | (344,514) | | |
Right-of-use, net
|
| | | $ | 878,312 | | | | | $ | 786,128 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Office Lease
|
| | | $ | 886,602 | | | | | $ | 786,128 | | |
Less: current portion
|
| | | | (222,325) | | | | | | (194,834) | | |
Long term portion
|
| | | $ | 664,277 | | | | | $ | 591,294 | | |
| | |
Total
|
| |||
Year ending December 31, 2024
|
| | | $ | 241,850 | | |
Year ending December 31, 2025
|
| | | | 236,520 | | |
Year ending December 31, 2026
|
| | | | 239,440 | | |
Year ending December 31, 2027
|
| | | | 132,400 | | |
Year ending December 31, 2028
|
| | | | 82,880 | | |
Total future minimum lease payments
|
| | | | 933,090 | | |
Less imputed interest
|
| | | | (46,488) | | |
PV of Payments
|
| | | $ | 886,602 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Equipment Lease
|
| | | $ | 849,662 | | | | | $ | 849,662 | | |
Less accumulated amortization
|
| | | | (305,957) | | | | | | (93,541) | | |
Right-of-use, net
|
| | | $ | 543,705 | | | | | $ | 756,121 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Equipment Lease
|
| | | $ | 712,867 | | | | | $ | 767,094 | | |
Less: current portion
|
| | | | (386,370) | | | | | | (156,128) | | |
Long term portion
|
| | | $ | 326,497 | | | | | $ | 610,966 | | |
| | |
Total
|
| |||
Year ending December 31, 2024
|
| | | $ | 386,370 | | |
Year ending December 31, 2025
|
| | | | 243,758 | | |
Year ending December 31, 2026
|
| | | | 136,484 | | |
Total future minimum lease payments
|
| | | | 766,612 | | |
Less imputed interest
|
| | | | (53,745) | | |
PV of Payments
|
| | | $ | 712,867 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Finance lease amortization
|
| | | $ | 212,416 | | | | | $ | 93,540 | | |
Finance lease interest
|
| | | | 47,990 | | | | | | 24,706 | | |
Total finance lease expense
|
| | | $ | 260,406 | | | | | $ | 118,246 | | |
| | |
December 31, 2023
|
| |
December 31, 2022
|
|
Weighted average remaining lease term
|
| |
2.6 years
|
| |
3.6 years
|
|
Weighted average discount rate
|
| |
6.92%
|
| |
6.92%
|
|
Notes Payable & Line of Credit
|
| |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Note payable issued November 29, 2021 (Face Value: $654,044)
|
| | | $ | 336,983 | | | | | $ | 426,922 | | |
Line of credit issued November 29, 2021 (Face Value: $500,000)
|
| | | | 456,097 | | | | | | 495,000 | | |
Note payable issued December 1, 2021 (Face Value: $1,500,700)
|
| | | | 1,500,600 | | | | | | 1,500,600 | | |
Note payable issued October 6, 2022 (Face Value: $666,667)
|
| | | | — | | | | | | 666,667 | | |
Note payable issued November 15, 2022 (Face Value: $200,000)
|
| | | | 200,000 | | | | | | 100,000 | | |
Note payable issued January 25, 2023 (Face Value: $100,000)
|
| | | | 100,000 | | | | | | — | | |
Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500, $200,000)
|
| | | | 585,000 | | | | | | 220,000 | | |
Note payable issued August 3, 2023 (Face Value: $33,000)
|
| | | | 33,000 | | | | | | — | | |
Note payable issued August 18, 2023 (Face Value: $64,000)
|
| | | | 64,000 | | | | | | — | | |
Note payable issued November 13, 2023 (Face Value: $22,000)
|
| | | | 22,000 | | | | | | — | | |
Note payable issued November 30, 2023 (Face Value: $200,000)
|
| | | | 200,000 | | | | | | — | | |
Total notes payable and line of credit
|
| | | | 3,497,680 | | | | | | 3,409,189 | | |
Less: unamortized discount on notes payable
|
| | | | — | | | | | | (275,759) | | |
Less: current portion
|
| | | | (1,997,080) | | | | | | (1,324,505) | | |
Total notes payable and line of credit
|
| | | $ | 1,500,600 | | | | | $ | 1,808,925 | | |
|
Year Ending December 31, 2024
|
| | | $ | 1,997,080 | | |
|
Year Ending December 31, 2025
|
| | | | 4,567 | | |
|
Year Ending December 31, 2026
|
| | | | 26,534 | | |
|
Year Ending December 31, 2027
|
| | | | 37,720 | | |
|
Year Ending December 31, 2028
|
| | | | 39,008 | | |
|
Thereafter
|
| | | | 1,392,771 | | |
|
Total
|
| | | $ | 3,497,680 | | |
| | |
December 31, 2023
|
| |||||||||||||||||||||
| | |
Carrying value
|
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Note – Embedded Derivative
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
December 31, 2022
|
| |||||||||||||||||||||
| | |
Carrying value
|
| |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bridge Note – Embedded Derivative
|
| | | $ | 273,534 | | | | | $ | — | | | | | $ | — | | | | | $ | 273,534 | | |
Total
|
| | | $ | 273,534 | | | | | $ | — | | | | | $ | — | | | | | $ | 273,534 | | |
| | |
November 21,
2023 |
| |
December 31,
2022 |
| |
October 5,
2022 |
| |||||||||
CCC bond rates
|
| | | | — | | | | | | 15.09% | | | | | | 14.09% | | |
Probability of early termination/repayment – BC not completed
|
| | | | — | | | | | | 5% | | | | | | 10% | | |
Probability of early termination/repayment – BC completed or PIPE
completed |
| | | | — | | | | | | 95% | | | | | | 90% | | |
Probability of completing a business combination by March 31,
2023 |
| | | | — | | | | | | 50% | | | | | | 50% | | |
Probability of completing a business combination by June 30,
2023 |
| | | | — | | | | | | 50% | | | | | | 50% | | |
Implied volatility
|
| | | | 0.1% | | | | | | 6% | | | | | | 12% | | |
Risk free rate
|
| | | | 5.38% | | | | | | 4.76% | | | | | | 4.01% | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Bridge Note Embedded Derivative, Beginning Fair Value
|
| | | $ | 273,534 | | | | | $ | — | | |
Fair value at October 5, 2022 (Initial measurement)
|
| | | | — | | | | | | 208,803 | | |
Change in fair value
|
| | | | (92,449) | | | | | | 64,731 | | |
Derivative adjustment from the Exchange Agreement (Note 8)
|
| | | | (181,085) | | | | | | — | | |
Bridge Note Embedded Derivative, Ending Fair Value
|
| | | $ | — | | | | | $ | 273,534 | | |
Consolidated income statement
|
| |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Current income Tax: | | | | | | | | | | | | | |
Current tax on profits
|
| | | $ | (12,489) | | | | | $ | (22,281) | | |
Tax regarding prior years
|
| | | | 81,066 | | | | | | — | | |
Deferred tax: | | | | | | | | | | | | | |
Deferred taxation – current year
|
| | | | 1,071,219 | | | | | | (52,665) | | |
Deferred taxation – prior years
|
| | | | (69,386) | | | | | | 66,415 | | |
Income tax benefit (expense) reported in the income statement
|
| | | $ | 1,070,410 | | | | | $ | (8,531) | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Accounting loss income before tax from continuing operations
|
| | | $ | (4,930,528) | | | | | $ | (9,593) | | |
Accounting loss before income tax
|
| | | | (4,930,528) | | | | | | (9,593) | | |
Federal income tax benefit (expense) at statutory income tax rate of 21%
|
| | | | 1,035,411 | | | | | | 2,015 | | |
State income tax benefit (expense), net of federal benefit
|
| | | | 61,164 | | | | | | 10,295 | | |
Remeasurement of deferred taxes due to US tax legislative changes
|
| | | | — | | | | | | — | | |
Permanent differences, net
|
| | | | (46,979) | | | | | | (87,256) | | |
Deferred tax true-up
|
| | | | (69,386) | | | | | | 66,415 | | |
Other
|
| | | | 90,200 | | | | | | — | | |
Total
|
| | | $ | 1,070,410 | | | | | $ | (8,531) | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Non-current | | | | | | | | | | | | | |
Cash to accrual
|
| | | $ | (285,668) | | | | | $ | (952,237) | | |
Right of use assets
|
| | | | (317,376) | | | | | | (323,872) | | |
Right of use liabilities
|
| | | | 356,981 | | | | | | 326,176 | | |
NOL carryforward
|
| | | | 839,597 | | | | | | 546,861 | | |
Interest expense disallowance
|
| | | | — | | | | | | — | | |
Fixed assets
|
| | | | (2,157) | | | | | | (176) | | |
Deferred revenue
|
| | | | 4,463 | | | | | | — | | |
Charitable contribution carryover
|
| | | | 2,745 | | | | | | — | | |
Net deferred tax assets (liabilities)
|
| | | $ | 598,585 | | | | | $ | (403,248) | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Opening balance
|
| | |
$
|
(403,248)
|
| | | | $ | — | | |
Tax benefit/(expense) during the period recognized in profit or loss
|
| | | | 1,071,219 | | | | | | (52,665) | | |
Reclass from current taxes payable
|
| | | | — | | | | | | (416,998) | | |
Deferred tax true up
|
| | | | (69,386) | | | | | | 66,415 | | |
Closing balance
|
| | | $ | 598,585 | | | | | $ | (403,248) | | |
| | |
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| SCHEDULES AND EXHIBITS | | |||
| Schedule A | | | Required Governing Documents Proposals | |
| Exhibit A | | | Form of Parent Certificate of Incorporation | |
| Exhibit B | | | Form of Parent Certificate of Designations | |
| Exhibit C | | | Form of Parent Bylaws | |
| Exhibit D | | | Exhibit E Form of Parent Incentive Equity Plan Stock Option Grants | |
By: |
|
|
Date of
Conversion:
|
| |||
|
Aggregate number of Preferred
Shares to be converted |
| |
|
|
|
Aggregate Stated Value of such
Preferred Shares to be converted: |
| |
|
|
|
Aggregate accrued and unpaid
Dividends and Make-Whole Amount with respect to such Preferred Shares and such Aggregate Dividends and Make-Whole Amount to be converted: |
| |
|
|
|
AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:
|
| |
|
|
| | | | | C-1 | | | |
| | | | | C-1 | | | |
| | | | | C-1 | | | |
| | | | | C-1 | | | |
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| | | | | C-1 | | | |
| | | | | C-2 | | | |
| | | | | C-2 | | | |
| | | | | C-2 | | | |
| | | | | C-2 | | | |
| | | | | C-3 | | | |
| | | | | C-5 | | | |
| | | | | C-8 | | | |
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| | | | | C-9 | | | |
| | | | | C-9 | | | |
| | | | | C-9 | | | |
| | | | | C-9 | | | |
| | | | | C-9 | | | |
| | | | | C-9 | | | |
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| | | | | C-10 | | | |
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| | | | | C-10 | | | |
| | | | | C-10 | | | |
| | | | | C-10 | | | |
| | | | | C-10 | | | |
| | | | | C-10 | | | |
| | | | | C-11 | | | |
| | | | | C-11 | | | |
| | | | | C-11 | | | |
| | | | | C-11 | | | |
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| | | | | C-11 | | | |
| | | | | C-11 | | | |
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| | | | | C-14 | | | |
| | | | | C-15 | | | |
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| | | | | C-15 | | | |
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| | | | | C-17 | | | |
| | | | | C-17 | | | |
| | | | | C-17 | | |
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