Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.




Note Financing

On May 5, 2023, Digital Health Acquisition Corp., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with an institutional investor (the "Holder"). Pursuant to the SPA, the Company issued the Holder a 16.67% original issue discount promissory note, in favor of the Holder, in the aggregate principal amount of $300,000 (the "Promissory Note"). The Promissory Note bears guaranteed interest at a rate of 10% per annum and is due and payable on May 5, 2024. If the Company's PIPE financing closes in connection with the closing of its business combination, 110% of all unpaid principal under the Promissory Note and guaranteed interest of 10% are due and payable at the closing of the PIPE financing.

VSee Lab, Inc., a Delaware corporation ("VSee") and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation ("iDoc"), guaranteed the Company's obligations under the SPA, the Promissory Note and the other transaction documents (the "Financing Documents") pursuant to a Subsidiary Guaranty dated May 5, 2023. The Company's, VSee's and iDoc's obligations to the Holder under the Financing Documents are subordinated to the Company's, VSee's and iDoc's obligations to its existing bridge lender.

In connection with the SPA, the Company issued to the Holder (i) warrants with an exercise period of five years to purchase up to 26,086 shares of the Company's Common Stock at an exercise price of $11.50 per share (the "Warrants"), and (ii) 7,000 shares of the Company's Common Stock as commitment shares (the "Commitment Shares"). The Company also entered into a Registration Rights Agreement with the Holder, dated May 5, 2023 (the "RRA"), which provides that the Company will file a registration statement to register the shares of Common Stock underlying the Warrants and the Commitment Shares, subject to the terms thereof.





Related Party Note

On May 5, 2023, the Company issued a promissory note to SCS Capital Partners LLC in the aggregate principal amount of $200,000 (the "SCS Note"). The SCS Note bears interest at a rate of 10% per annum and is due and payable on May 5, 2024. If the Company's PIPE financing closes in connection with the closing of its business combination, 100% of all unpaid principal under the Promissory Note and any accrued but unpaid interest are due and payable at the closing of the PIPE financing.

The foregoing descriptions of the SPA, the Promissory Note, the Warrants, the RRA, the Subsidiary Guaranty and SCS Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the SPA, the Promissory Note, the Warrants, the RRA, the Subsidiary Guaranty and SCS Note respectively filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 hereto and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 with respect to the Company's issuance of the Warrants and the Commitment Shares is incorporated herein by reference. As described therein, the Warrants and the Commitment Shares are entitled to registration rights.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number     Description
  10.1       Form of Securities Purchase Agreement, dated as of May 5, 2023, by and
           among Digital Health Acquisition Corp. and the Holder
  10.2       Promissory Note, dated as of May 5, 2023
  10.3       Warrant, dated as of May 5, 2023
  10.4       Registration Rights Agreement, dated as of May 5, 2023, by and among
           Digital Health Acquisition Corp. and the Holder
  10.5       Subsidiary Guaranty, dated as of May 5, 2023
  10.6       SCS Note, dated as of May 5, 2023
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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