DHAC merger with VSEE HEALTH, INC.
VSEE HEALTH, INC. — Labs, Inc About iDoc Virtual Telehealth Solutions, Inc.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $8M · unsourced
- Break fee
- $0M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: VSEE HEALTH, INC.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Labs, Inc About iDoc Virtual Telehealth Solutions, Inc. Digital Health Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. VSee Labs, Inc. is no-code or low-code SAAS platform that enables clinicians and enterprises to create their telehealth workflows without programming. VSee’s system encapsulates more than 500 man-years of development to allow a telehealth mobile app to be created or a telehealth system to be integrated into existing hospital operations in days. iDoc Virtual Telehealth Solutions, Inc. is an acute care organization, set of integrated telehealth technologies, and team of neurointensivists, neurologists, and nurses that treat and coordinate care for acutely ill patients 24/7 in the Neurointensive Care Unit (NICU) and ICU for stroke, brain trauma, and a wide range of neurological conditions. Digital Health, comprised of a team of industry professionals and leaders with deep insight and relationships in healthcare, software systems, mergers and acquisitions and related fields. Digital Health was formed as a special purpose acquisition company that raised $115 million in an initial public offering in November 2021, intending to utilize the proceeds for acquiring scalable businesses in healthcare. More information can be found at www.digitalhealthacquisition.com , www.VSee.com and www.iDocvms.com .
VSEE HEALTH, INC. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.