United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
Third Amended and Restated Business Combination Agreement
As previously disclosed in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2023, on November 21, 2023, Digital Health Acquisition Corp. (“DHAC” or the “Company”), DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a wholly owned subsidiary of DHAC (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with DHAC, Merger Sub I, Merger Sub II, VSee and iDoc, the “Parties”), entered into a Third Amended and Restated Business Combination Agreement (the “Third A&R Business Combination Agreement”).
On February 13, 2023, the parties to the Business Combination Agreement entered into the First Amendment to Third Amended and Restated Business Combination Agreement (the “First Amendment”), pursuant to which the Business Combination Agreement was amended to, among other things, provide that certain indebtedness of VSee and iDoc would be assumed by DHAC in connection with the business combination and converted into DHAC common stock following the closing.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment filed as Exhibit 2.1 hereto and incorporated by reference herein.
Loan Conversion
On November 21, 2023, the Company, VSee, and/or iDoc, as applicable, entered into securities purchase agreements (the “Conversion SPAs”) with various lenders of each of the Company, VSee and iDoc.
On February 13, 2024, the Company, VSee and/ or iDoc, as applicable, amended and restated certain of the Conversion SPAs (the “Amended and Restated Conversion SPAs”) pursuant to which (1) a $600,000 balance of certain indebtedness of VSee will be assumed by the Company and converted into the Company’s common stock after the closing of the business combination; (2) a $600,000 balance certain indebtedness of iDoc will be assumed by the Company and will then be converted into the Company’s common stock subject to executing of certain registration rights agreement and filing of a registration statement thereunder after the closing of the business combination; and (3) certain indebtedness owned by iDoc will be assumed by the Company and will then be converted into the Company’s common stock subject to executing of certain registration rights agreement and filing of a registration statement thereunder after the closing of the business combination.
The foregoing description of the Amended and Restated Conversion SPAs do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of Amended and Restated Conversion SPAs filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 13, 2024 | DIGITAL HEALTH ACQUISITION CORP. | |
| By: | /s/ Scott Wolf | |
| Name: | Scott Wolf | |
| Title: | Chief Executive Officer and Chairman | |