VSee Lab, Inc. & 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.
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.