DIGITAL HEALTH ACQUISITION CORP.

An original issue discount of $38,550 on $257,000 of cash is a 15% cost before any interest, and a 22% default rate on top of that is the pricing of a lender that expects to be repaid in stock rather than cash. A company borrowing $257,000 on those terms has no cheaper source, which explains why the same issuer is asking stockholders for open-ended reverse split authority. For former DHAC holders the conversion feature makes this note a dilution instrument, not a loan.

Against 36.8 million shares outstanding, a Nasdaq 20% Rule vote on warrant issuances plus convertible notes held by two funds means the effective share count could rise materially through instruments already outstanding. A one-third quorum lets that dilution pass on thin participation. The DHAC trust was released at the de-SPAC, so the VSEE common and the VSEEW warrants both trade without any cash floor beneath them.

The filing says plainly what most do not: the estimated net cash per share of DHAC common stock being contributed to the combined company is less than the $10.00 per share ascribed to those shares in the business combination agreement, and less than the amount a holder would receive on redemption. Aggregate consideration is $60,500,000 to VSee stockholders, reduced by the value of options granted to VSee employees at the effective time and by VSee transaction expenses, and $49,500,000 to iDoc stockholders less iDoc expenses.

This filing says outright what most SPAC proxies leave to be inferred: the estimated net cash per DHAC share being contributed to the Combined Company is less than the $10.00 per share ascribed to those shares in the Business Combination Agreement, and less than what a holder would receive by redeeming. Aggregate consideration is $60,500,000 to VSee stockholders, less the value of options granted to VSee employees and VSee transaction expenses, and $49,500,000 to iDoc stockholders less iDoc transaction expenses. All VSee options outstanding before the merger are terminated.

The filing states directly that the estimated net cash per DHAC share being contributed to the Combined Company is less than the $10.00 per share ascribed to those shares in the Business Combination Agreement, and less than what a holder would get by redeeming — so redemption is the better-valued option on the document's own numbers. VSee stockholders receive $60,500,000 less the value of options granted to VSee employees and VSee transaction expenses; iDoc stockholders receive $49,500,000 less iDoc transaction expenses. The meeting is set for 9:30 a.m. Eastern on a date left blank.

The filing states plainly what most do not: the estimated net cash per share of DHAC common stock being contributed to the combined company is LESS than the $10.00 per share ascribed to those shares in the Business Combination Agreement, and less than the amount a holder would receive on exercising redemption rights. A holder is told in the cover letter that staying in is worth less per share than taking the trust. The virtual special meeting is set for 9:30 a.m. Eastern time on a date left blank, so the deadline for that election is not yet fixed.

The filing says outright that the estimated net cash per share DHAC contributes to the combined company is less than the $10.00 per share ascribed to those shares in the business combination agreement, and less than the amount a holder would receive on exercising redemption rights. Consideration is $60,500,000 to VSee stockholders less the value of options granted to VSee employees and VSee transaction expenses, and $49,500,000 to iDoc stockholders less iDoc expenses. The PIPE is 8,000 shares of Series A Convertible Preferred Stock at a stated value of $1,060 per share.

The filing states that the estimated net cash per share DHAC contributes to the combined company is less than the $10.00 per share ascribed to those shares in the business combination agreement, and less than what a holder would receive on exercising redemption rights — a disclosure most filings of this kind do not make. Consideration is $60,500,000 to VSee stockholders less the value of options granted to VSee employees and VSee transaction expenses, and $49,500,000 to iDoc stockholders less iDoc expenses. All VSee options outstanding beforehand are terminated.

The agreement being voted on is already a second amended and restated version with a further amendment on top of it, so the terms have been rewritten more than once since the deal was first struck. The meeting is fixed at 9:30 a.m. Eastern time but the date is left blank, and it is virtual-only — the filing states stockholders will NOT be able to attend in person. The document is a combined proxy statement, prospectus and consent solicitation, so the two targets' holders act by consent while DHAC's stockholders vote.

The agreement holders are asked to approve is already a second amended and restated version carrying a further amendment, so the terms had been rewritten more than once before even the first registration amendment. The meeting is fixed at 9:30 a.m. Eastern time with the date left blank and is virtual-only — the filing states stockholders will NOT be able to attend in person. The document is a combined proxy statement, prospectus and consent solicitation, so the two targets' holders act by consent while DHAC's stockholders vote.

The two targets are priced separately, both gross: VSee stockholders receive $60,500,000 less the value of options granted to VSee employees and VSee transaction expenses, and iDoc stockholders receive $49,500,000 less iDoc transaction expenses, neither deduction being quantified here. Every VSee option outstanding beforehand is terminated and replaced by new company options. The PIPE is preferred rather than common: investors buy 8,000 shares of Series A Convertible Preferred convertible at an initial $10.00, with warrants for 424,000 shares at an initial $12.50, for $8,000,000.

What changed: 8-K of VSee Health, Inc. Item 1.01 (entry into a material definitive agreement): on July 21, 2026 the Company entered a Settlement Agreement and Mutual Release with ADI Funding LLC and M2B Funding Corp., resolving disputes over a June 8, 2026 Secured Promissory Note of $271,739.13 original principal. ADI had alleged an Event of Default on June 11, 2026 for failure to file an S-1 registering equity line of credit resale shares, failure to file an 8-K on the ELOC and failure to instruct the transfer agent to issue M2B commitment shares by that date. Why it matters: The Company must repay the existing note on the earlier of ninety days after execution or immediately on receiving Financing Transaction proceeds, applying 50% of gross proceeds from any financing and 100% of ELOC proceeds until repaid; pay ADI $50,000 within three business days with a $500 per day late charge and no cure period; and issue a further $50,000 six-month note, interest-free until maturity but accruing 18% retroactively if unpaid, convertible at 75% of the lowest VWAP over 20 trading days.

What changed: VSee Health, Inc., the successor to Digital Health Acquisition Corp, called its annual meeting for 25 August 2026 at 10:00 a.m. Eastern, record date 6 July 2026. Proposal No. 3 asks stockholders to grant the board discretionary authority to amend the certificate of incorporation to effect one or more consolidations of the outstanding $0.0001 par common stock — a reverse stock split, at the board's discretion, in one or more steps. Common trades on the Nasdaq Capital Market as VSEE and the redeemable public warrants as VSEEW. Why it matters: A board asking for open-ended, repeatable reverse-split authority is asking for the tool used to hold a Nasdaq listing when the bid price has fallen under $1.00. That is the standard post-de-SPAC distress sequence, and it belongs in Digital Health Acquisition Corp's outcome record. The warrants remain listed, so warrant holders face the same split arithmetic on an instrument that is already far out of the money.

What changed: VSee Health, Inc., the Digital Health Acquisition Corp. successor, reported that on July 6, 2026 its board ratified August 25, 2026 as the date of the 2026 annual meeting and July 6, 2026 as the record date. Stockholder proposals for inclusion under Rule 14a-8, and notices for purposes of discretionary voting authority under Rule 14a-4(c), had to reach the principal executive offices by the close of business on July 17, 2026, which the company determined to be a reasonable time before printing and distributing proxy materials. Full meeting details would follow in the proxy statement. Why it matters: The eleven-day window between the board's ratification and the July 17, 2026 proposal deadline is the point of substance: setting the meeting date and the submission cut-off almost simultaneously leaves stockholders very little time to advance a proposal or a nomination. That is permissible under Rule 14a-8 where the timetable is reasonable, but it effectively forecloses outside proposals at a meeting whose agenda includes a discretionary reverse stock split authorisation.

What changed: VSee Health, Inc., the Digital Health Acquisition Corp. successor, filed the preliminary proxy for its annual meeting on August 25, 2026 at 10:00 a.m. ET, with a July 6, 2026 record date. Proposal No. 3 asks stockholders to grant the board discretionary authority to amend the certificate of incorporation to effect one or more reverse stock splits combining and reclassifying the outstanding $0.0001 par value common stock. Common stock trades on the Nasdaq Capital Market as VSEE and the public warrants as VSEEW. Holders of common stock and Series A Preferred at the record date may vote. Why it matters: The preliminary version of the proxy that later became definitive on July 20, 2026 — the terms carried through unchanged, so the operative document is the later filing. The substance is the open-ended split authority: the board would be able to run one or more consolidations at ratios and times it chooses without returning to stockholders, which is the standard defence against a Nasdaq minimum bid price problem and which resets the VSEEW warrant economics each time it is used.

What changed: VSee Health, Inc., the Digital Health Acquisition Corp. successor, filed a promissory note issued to Vanquish Funding Group Inc. dated June 18, 2026 with a principal amount of $295,550.00 against a purchase price of $257,000.00, an original issue discount of $38,550.00, maturing April 15, 2027. The note may not be prepaid except as expressly provided, and any principal or interest not paid when due bears default interest at 22% a year. Payments not converted into common stock are due in cash, and the note is issued under a securities purchase agreement of the same date. Why it matters: An original issue discount of $38,550 on $257,000 of cash is a 15% cost before any interest, and a 22% default rate on top of that is the pricing of a lender that expects to be repaid in stock rather than cash. A company borrowing $257,000 on those terms has no cheaper source, which explains why the same issuer is asking stockholders for open-ended reverse split authority. For former DHAC holders the conversion feature makes this note a dilution instrument, not a loan.