VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. entered into a non-binding letter of intent to acquire Digital Health Acquisition Corp. (NasdaqGM:DHAC) from a group of sellers in a reverse merger transaction on December 21, 2021. VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. entered into a business combination agreement to acquire Digital Health Acquisition Corp. from a group of sellers for $110 million in a reverse merger transaction on June 15, 2022. VSee closing consideration will be $60.5 million and iDoc closing consideration will be $49.5 million. The transaction is expected to result in a valuation of approximately $110 million for the combined entity. Concurrently with the execution of the agreement, DHAC has entered into a securities purchase agreement, with certain institutional and accredited investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and DHAC has agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the transactions contemplated by agreement, (a) promissory notes (the “PIPE Notes”) convertible into shares of DHAC common stock, par value $0.0001 per share (the “DHAC Common Stock”), and (b) warrants exercisable for shares of DHAC Common Stock (the “PIPE Warrant” and the financing under the PIPE Securities Purchase Agreement hereinafter referred to as the “PIPE Financing”) for aggregate proceeds of at least $10 million. Upon closing of the transaction, it is anticipated that the combined company will adopt the corporate name VSee Health, Inc., and will be listed on the Nasdaq Capital Market under the proposed new ticker symbol “VSEE.”

The transaction is subject to certain closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of DHAC's shareholders, the approval of VSee's stockholders, the approval of iDoc's stockholders and after giving effect to the transactions contemplated by the business combination agreement, including the PIPE Financing, DHAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) immediately after the Effective Time. In addition, the obligations of VSee and iDoc to consummate the Business Combination are subject to the fulfillment of other closing conditions, including the aggregate cash proceeds available for release from DHAC's trust account (after giving effect to any redemptions of public shares, if any), together with the proceeds from the PIPE Financing, if any, equaling no less than $10 million, the approval by the Nasdaq Capital Market of DHAC's listing application in connection with the Business Combination and the DHAC board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement. The transaction is also subject to DHAC's registration statement being declared effective by the Securities and Exchange Commission and is subject to Lock-up agreements. The transaction has been unanimously approved by the boards of directors of DHAC and VSee Lab, Inc. & iDoc Virtual Telehealth Solutions, Inc. As of October 20, 2022, DHAC's stockholders approved extending the date by which DHAC has to consummate a business combination from November 8, 2022, to February 8, 2023. As of October 20, 2022, DHAC's stockholders approved extending the date by which DHAC has to consummate a business combination for an additional three months from February 8, 2023, to May 8, 2023. As of May 8, 2023, DHAC deposited $0.35 million into the trust account of DHAC which enabled it to extend the period of time it has to consummate its initial business combination by three months from May 8, 2023 to August 8, 2023. The transaction is expected to close in the third quarter of 2022.

Thomas Poletti and Veronica Lah of Manatt, Phelps & Phillips, LLP acted as legal advisors to DHAC. Jessica Holcombe of Holcombe Law Group acted as legal advisor to VSee Lab, Inc. Ali Panjwani and John Crowe of Pryor Cashman LLP acted as legal advisors to iDoc Virtual Telehealth Solutions, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to DHAC. D.F. King & Co., Inc. acted as the information agent to Digital Health Acquisition Corp. and will be paid a fixed fee of approximately $12,000 for its services. Cassel Salpeter & Co., LLC acted as fairness opinion provider to Digital Health and Cassel Salpeter is entitled to receive a fee of $0.15 million.