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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Digital Health Acquisition Corp. S-4/A 73:21M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 11.03M
- Securities for a Merger
2: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 46K
Liquidation or Succession
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 28K
4: EX-10.20 Material Contract HTML 114K
5: EX-23.1 Consent of Expert or Counsel HTML 23K
6: EX-23.2 Consent of Expert or Counsel HTML 23K
7: EX-23.3 Consent of Expert or Counsel HTML 23K
18: R1 Document and Entity Information HTML 38K
19: R2 Consolidated Balance Sheets HTML 130K
20: R3 Consolidated Balance Sheet (Parenthetical) HTML 43K
21: R4 Consolidated Statements of Operations HTML 98K
22: R5 Consolidated Statements of Changes in HTML 65K
Stockholders' Deficit
23: R6 Consolidated Statements of Changes in HTML 23K
Stockholders' Deficit (Parenthetical)
24: R7 Consolidated Statements of Cash Flows HTML 128K
25: R8 Description of Organization and Business HTML 60K
Operations
26: R9 Summary of Significant Accounting Policies HTML 96K
27: R10 Initial Public Offering HTML 26K
28: R11 Private Placement HTML 27K
29: R12 Related Party Transactions HTML 57K
30: R13 Commitments HTML 105K
31: R14 Stockholders' Deficit HTML 37K
32: R15 Warrants HTML 68K
33: R16 Income Tax HTML 84K
34: R17 Fair Value Measurements HTML 250K
35: R18 Subsequent Events HTML 31K
36: R19 Summary of Significant Accounting Policies HTML 131K
(Policies)
37: R20 Summary of Significant Accounting Policies HTML 61K
(Tables)
38: R21 Income Tax (Tables) HTML 82K
39: R22 Fair Value Measurements (Tables) HTML 256K
40: R23 Description of Organization and Business HTML 154K
Operations (Details)
41: R24 Summary of Significant Accounting Policies HTML 59K
(Details)
42: R25 Summary of Significant Accounting Policies - HTML 42K
Common Stock Reflected in the Condensed
Consolidated Balance Sheet (Details)
43: R26 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 53K
Calculation of basic and diluted net loss per
common stock (Details)
44: R27 Initial Public Offering (Details) HTML 47K
45: R28 Private Placement (Details) HTML 39K
46: R29 RELATED PARTY TRANSACTIONS - Founder Shares HTML 39K
(Details)
47: R30 Related Party Transactions (Details) HTML 241K
48: R31 Commitments (Details) HTML 177K
49: R32 Commitments - Bridge Securities Purchase Agreement HTML 86K
(Details)
50: R33 COMMITMENTS - Defaulted Bridge Notes (Details) HTML 55K
51: R34 COMMITMENTS - Exchange Note Exchange Financing HTML 68K
(Details)
52: R35 COMMITMENTS - Additional Bridge Financing HTML 85K
(Details)
53: R36 COMMITMENTS - Extension Note (Extension Financing) HTML 90K
and Bifurcated Derivative (Details)
54: R37 COMMITMENTS - Quantum Financing Securities HTML 56K
Purchase Agreement (Details)
55: R38 COMMITMENTS - Equity Financing (Details) HTML 43K
56: R39 STOCKHOLDERS' DEFICIT - Common Shares (Details) HTML 77K
57: R40 Warrants (Details) HTML 72K
58: R41 Warrants - Bridge Warrants (Details) HTML 33K
59: R42 INCOME TAX - Schedule of net deferred tax assets HTML 31K
(Details)
60: R43 INCOME TAX - Schedule of Income tax provision HTML 37K
(Details)
61: R44 INCOME TAX - Summary of reconciliation of the HTML 46K
federal income tax rate to the Company's effective
tax rate (Details)
62: R45 Income Tax (Details) HTML 25K
63: R46 FAIR VALUE MEASUREMENTS - Additional information HTML 42K
(Details)
64: R47 Fair Value Measurements (Details) HTML 27K
65: R48 Fair Value Measurements - Fair value information HTML 44K
on recurring basis (Details)
66: R49 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 45K
Bridge Note Bifurcate Derivative (Details)
67: R50 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 38K
Extension Note Bifurcated Derivative (Details)
68: R51 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 31K
PIPE Forward Contract (Details)
69: R52 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 40K
Additional Bridge Note (Details)
70: R53 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 38K
Exchange Note (Details)
71: R54 FAIR VALUE MEASUREMENTS - Unobservable inputs for HTML 36K
ELOC/Equity Financing (Details)
72: R55 FAIR VALUE MEASUREMENTS - Changes in the fair HTML 51K
value of financial liabilities (Details)
73: R56 Subsequent Events (Details) HTML 63K
14: XML IDEA XML File -- Filing Summary XML 131K
17: XML XBRL Instance -- dhacu-20231231xs4a_htm XML 2.08M
13: EXCEL IDEA Workbook of Financial Report Info XLSX 185K
9: EX-101.CAL XBRL Calculations -- dhacu-20231231_cal XML 132K
10: EX-101.DEF XBRL Definitions -- dhacu-20231231_def XML 1.10M
11: EX-101.LAB XBRL Labels -- dhacu-20231231_lab XML 1.44M
12: EX-101.PRE XBRL Presentations -- dhacu-20231231_pre XML 1.36M
8: EX-101.SCH XBRL Schema -- dhacu-20231231 XSD 269K
15: JSON XBRL Instance as JSON Data -- MetaLinks 418± 696K
16: ZIP XBRL Zipped Folder -- 0001104659-24-051298-xbrl Zip 2.31M
Exhibit 2.3
DIGITAL HEALTH ACQUISITION CORP.
Second AMENDMENT AND WAIVER
This Second Amendment and Waiver (this “Second Amendment”) is made effective as of April 17, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each, a “Party” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Business Combination Agreement dated November 21, 2023 among the Company and the Parties (the “Original BCA”) and as further amended on February 13, 2024 (the “First Amendment” as amended by the First Amendment, the “Third A&R BCA”). The Original BCA, as amended by both the First Amendment and this Second Amendment, is hereby referred as the “Agreement”.
RECITALS
NOW, THEREFORE, the undersigned Parties hereby agree as follows:
“(d)by either Parent or a Company Party, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 30, 2024 (the “Termination Date”); provided, that”
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.
| | | |
|---|---|---|---|
|
| DIGITAL HEALTH ACQUISITION CORP. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | |
| | Title: | Chief Executive Officer |
| | | |
|
| DHAC MERGER SUB I, INC. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | |
| | Title: | President |
| | | |
|
| DHAC MERGER SUB II, INC. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | |
| | Title: | President |
| | | |
Signature Page to Second Amendment to BCA
IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.
| | | |
|---|---|---|---|
|
| VSEE LAB, INC. | |
| | | |
| | By: | /s/ Milton Chen |
| | Name: | |
| | Title: | Executive Vice Chairman |
| | | |
|
| IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. | |
| | | |
| | By: | /s/ Imoigele Aisiku |
| | Name: | Dr. Imoigele Aisiku |
| | Title: | Executive Chairman |
| | | |
Signature Page to Second Amendment to BCA
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/24 | ||||
| Filed on: | 4/24/24 | |||
| 4/17/24 | 8-K | |||
| 3/31/24 | ||||
| 2/13/24 | 8-K, S-4/A | |||
| 11/21/23 | 8-K | |||
| List all Filings | ||||