Digital Health Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: VSee Health, Inc.

ENTERPRISE VALUE: $TBD million

ANTICIPATED SYMBOL: VSEE

Locust Walk Acquisition Corp. proposes to combine with VSee Lab, Inc., a leading telehealth software company, and iDoc Telehealth Solutions, Inc., a leading neurocritical care and intensive care telehealth provider.

VSee Lab, Inc:

• VSee Lab is a 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, creating a mobile app or telehealth system to be integrated into existing hospital operations within days.

IDoc Telehealth Solutions, Inc:

• iDoc Telehealth 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.

SUBSEQUENT EVENT – 11/22/23 – LINK

• Second Amendment to Leak-Out Agreement
  • According to the Business Combination Agreement, DHAC executed a second amendment to the Leak-Out Agreement, extending the signing stockholder’s obligations under the agreement until July 31, 2024, from the Closing Date.

EXTENSION – 11/13/23 – LINK

• The SPAC approved the extension from November 8, 2023 to November 8, 2024.
  • 579,157 shares were redeemed at the meeting for $11.73 per share.
  • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 4/12/23 – LINK

• Securities Purchase Agreement: The SPAC amended the PIPE SPA (the “PIPE SPA Amendment”) to, among other things:
  • (i) amend and restate the form of Certificate of Designation to provide the aggregate number of shares of Series A Preferred Stock issuable thereunder shall not exceed 15,000,
  • (ii) amend and restate the form of PIPE Warrant to provide for the ability of the Company to redeem the PIPE Warrants for cash or securities upon a change of control of the Company, and
  • (iii) amend and restate the minimum cash closing condition for the PIPE financing to $8 million.
• The SPAC amended the Backstop Agreement (the “Backstop Amendment”) to increase the amount of the additional PIPE Financing from $2,000,000 to up to an additional $7,000,000, to clarify that Sponsor and/or its designees may purchase the Backstop Commitment and to include a form of lock up agreement.

SUBSEQUENT EVENT – 2/2/23 – LINK

• The SPAC confirmed that it will be extended until May 8, 2023.
  • The Sponsor will contribute $350K into the trust account

SUBSEQUENT EVENT – 1/19/23 – LINK

• On January 18, 2023, the Company entered into a backstop agreement with Digital Health Sponsor LLC, pursuant to which the Sponsor committed to purchasing any and all of such Additional PIPE Shares and accompanying warrants that remain unpurchased by the PIPE Investors in the Additional PIPE Offering at the same purchase price and on the same terms and conditions of the Additional PIPE Offering.
  • Prior to the closing of the transactions contemplated by the Business Combination Agreement, the Company intends to offer the PIPE Investors the right to purchase up to an additional $2,000,000 of shares of its Series A Preferred Stock and accompanying warrants on the same terms and conditions as provided in the PIPE SPA in accordance

SUBSEQUENT EVENT – 11/3/22 – LINK

• The SPAC removed the $10M minimum cash closing condition required at the Closing

EXTENSION – 10/26/22 – LINK

• In October 26, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $350,000 to Digital Health Sponsor LLC, the Company’s “sponsor.”
• The Company deposited to the trust account all of the loan amount and extended the amount of time it has available to complete a business combination from November 8, 2022, to February 8, 2023.
• At the Meeting, the stockholders of the Company approved to:
  • (a) extend the date by which the Company has to consummate a business combination for an additional 3 months, from November 8, 2022 to February 8, 2023.
  • (b) provide the Company’s board of directors the ability to further extend the date by which the Company has to consummate a business combination up to 3 additional times for 3 months each time, for a maximum of 9 additional months if Digital Health Sponsor LLC, the Company’s “sponsor”, pays an amount equal to $350,000 for each three-month extension, which amount shall be deposited in the trust account of the Company.

SUBSEQUENT EVENT – 10/7/22 – LINK

First Amended and Restated PIPE Securities Purchase Agreement

• PIPE Investors have agreed to subscribe for and purchase, and DHAC has agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the transactions contemplated by the Second A&R Business Combination Agreement:
  • (a) convertible preferred stock of the Company designated as Series A Convertible Preferred Stock, with terms set forth in the certificate of designation for such series of Series A Preferred Stock
  • (b) warrants exercisable for shares of DHAC Common Stock for aggregate proceeds of at least $8,000,000
• The Aggregate Closing PIPE Proceeds will be a part of the aggregate cash proceeds available for release to DHAC in connection with the transactions contemplated by the Second A&R Business Combination Agreement.
• The PIPE Warrants are exercisable into shares of DHAC Common Stock at a price of $12.50 per share, and expire five (5) years from the date of issuance.
  • The Series A Preferred Stock is convertible into shares of DHAC Common Stock at an initial conversion price of $10.00, subject to adjustment as described in the Certificate of Designations.
• The First A&R PIPE SPA also provides that at any time after the date of the First A&R PIPE SPA and including
  • (x) with respect to the PIPE Investors’ right to purchase Additional Offering Securities further to an Additional Offering the earlier to occur of:
    • (I) the first anniversary of the date of the First A&R PIPE SPA and
    • (II) the date of the consummation of one or more Subsequent Placements (as defined in the First A&R PIPE SPA) with the PIPE Investors on terms identical to the First A&R PIPE SPA with an aggregate purchase price of at least $10 million and
  • (y) with respect to PIPE Investors’ right to participate in a Subsequent Placement other than an Additional Offering the earlier to occur of
    • (I) the initial date after the date of Closing that no Series A Preferred Shares remain outstanding and (II) the date of the consummation of a Subsequent Placement by the Company with gross proceeds, paid in cash, of at least $5,000,000.
  • With respect to (i) Additional Offerings, DHAC is required to offer 100% of the Additional Offering Securities to the PIPE Investors; and (ii) Subsequent Offerings, DHAC is required to offer 25% of the Offered Securities to the PIPE Investors.
• The PIPE Lock-Up Period means the period beginning on the date of the Lock-Up Agreement and ending on the earlier of the eight-month anniversary of the Closing Date (or, if earlier if after the Closing Date the VWAP of the DHAC Common Stock exceeds $12.50 for a period 20 consecutive Trading Days.

First Amendment to Leak-Out Agreement

• Pursuant to the First Amendment to Leak-Out Agreement, the signing stockholder agrees for a period beginning on the Closing Date and ending on the earlier of:
  • (i) December 31, 2023
  • (ii) such time as the aggregate trading volume of DHAC’s common stock on NASDAQ since and including the Closing Date exceeds 10,000,000 shares, as reported by Bloomberg, LP
  • (iii) (a) 180 days after the Closing, or (b) subsequent to the Closing
    • (1) if the last reported sale price of DHAC’s common stock equals or exceeds $12.00/share for any 20 trading days within any 20/30 trading days
    • (2) the date on which DHAC completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of DHAC’s public stockholders having the right to exchange their shares of DHAC common stock for cash, securities or other property, or
  • (iv) the termination of the PIPE Lock-Up Agreement, neither the signing stockholder nor any of its affiliates shall collectively, sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) common stock of DHAC held by the signing stockholder on the Closing Date in an amount representing more than 10% of the trading volume of DHAC’s common stock as reported by Bloomberg, LP on any date during the Leak-Out Agreement.
• The Leak-Out Agreement contains certain exceptions for transactions not reported on the consolidated tape, provided such transferee recipient executes a leak-out agreement in a similar form.

Bridge Financing

• On October 5, 2022, the Company, VSee and iDoc, entered into a securities purchase agreement with an institutional investor.
• The Company, VSee, and iDoc will issue the Bridge Investor 10% original issue discount senior secured convertible notes in an aggregate amount of approximately $2,222,222, and the Company will issue to the Bridge Investor
  • (i) warrants with an exercise period of five years to purchase up to 173,913 shares of Company Common Stock at an exercise price of $11.50 per share (the “Bridge Warrants”), and
  • (ii) 30,000 shares of Company common stock as “commitment shares” to the Purchasers.
• The Bridge Notes are due and payable on October 5, 2023.
  • However, pursuant to the terms of the Bridge SPA, when the Company closes the Business Combination under the Second A&R Business Combination Agreement and if the PIPE Financing closes in connection therewith, then the Company, VSee, and iDoc must pay off the Bridge Notes in their entirety (the “Bridge Note Mandatory Prepayments”)
• The Company issued to the Bridge Investor an aggregate of 173,913 Warrants exercisable over a period of five years for shares of Common Stock at an exercise price equal to $11.50 per share.
• Certain stockholders of DHAC, VSee and iDoc will each enter into a lock-up agreement (the “Bridge Lock-Up Agreement”), pursuant to which each will agree, from the date of the Bridge Lock-Up Agreement until the Bridge Notes under the Bridge SPA are no longer outstanding (the “Restriction Period”), subject to certain customary exceptions, not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the person signing the Bridge Lock-Up Agreement.

SUBSEQUENT EVENT – 8/11/22 – LINK

PIPE Securities Purchase Agreement:

• DHAC has entered into a securities purchase agreement, with certain institutional and accredited investors.
• The PIPE Investors have agreed to purchase:
  • (a) promissory notes (the “PIPE Notes”) convertible into shares of DHAC common stock, and
  • (b) warrants exercisable for shares of DHAC Common Stock for aggregate proceeds of at least $10,000,000 (the “Aggregate Closing PIPE Proceeds”).
• The PIPE Warrants are exercisable into shares of DHAC Common Stock at a price of $12.50 per share and expire 5 years from the date of issuance.
• The PIPE Notes are convertible into shares of DHAC Common Stock at a price of $10.00 per share, bear interest at 7.00% per annum, and mature on the 18-month anniversary of the issuance date of the PIPE Notes.
• The PIPE Securities Purchase Agreement also provides that at any time after the date of the PIPE Securities Purchase Agreement and including:
  • (x) with respect to the PIPE Investors’ right to purchase Additional Offering Securities further to an Additional Offering the earlier to occur of
    • (I) the first anniversary of the date of the PIPE Securities Agreement and
    • (II) the date of the consummation of one or more Subsequent Placements with the PIPE Investors on terms identical to the PIPE Securities Purchase Agreement and
    • (y) with respect to Buyer’s right to participate in a Subsequent Placement other than an Additional Offering the earlier to occur of
      • (I) the maturity date of the PIPE Notes,
      • (II) the date all principal and interest due and owing under the PIPE Notes is either converted into DHAC Common Stock and/or repaid in full and
      • (III) the date of the consummation of a Subsequent Placement by the Company with gross proceeds, paid in cash, of at least $5,000,000.
• With respect to:
  • (i) Additional Offerings, DHAC is required to offer 100% of the Additional Offering Securities to the PIPE Investors; and
  • (ii) Subsequent Placements, DHAC is required to offer 25% of the Offered Securities to the PIPE Investors.
• The PIPE Lock-Up Period means the period beginning on the date of the Lock-Up Agreement and ending on the earlier of the eight-month anniversary of the Closing Date (or, if earlier, if after the Closing Date the VWAP of the DHAC Common Stock exceeds $12.50 (as adjusted for any stock splits, stock dividends, stock combinations recapitalizations and similar events after the Closing Date) for a period 20 consecutive Trading Days.

Leak-Out Agreement

• DHAC will execute a leak-out agreement (the “Leak-Out Agreement”) with a stockholder of VSee that will become a stockholder of DHAC at the Closing.
• Pursuant to the Leak-Out Agreement, the signing stockholder agrees for a period of time, that neither the signing stockholder nor any of its affiliates shall collectively, sell, dispose, or otherwise transfer, directly or indirectly common stock of DHAC held by the signing stockholder on the Closing Date in an amount representing more than 10% of the trading volume of DHAC’s common stock as reported by Bloomberg, LP on any date during the Leak-Out Agreement.

TRANSACTION

• The transaction is expected to result in a valuation of approximately $110 million for the combined entity.
• The Business Combination is expected to close in the third quarter of 2022

PIPE

• Subsequent Event – On August 11th, 2022, DHAC entered into a securities purchase agreement, with certain institutional and accredited investors.
• The PIPE Investors have agreed to purchase:
  • (a) promissory notes (the “PIPE Notes”) convertible into shares of DHAC common stock, and
  • (b) warrants exercisable for shares of DHAC Common Stock for aggregate proceeds of at least $10,000,000 (the “Aggregate Closing PIPE Proceeds”).
• The PIPE Warrants are exercisable into shares of DHAC Common Stock at a price of $12.50 per share and expire 5 years from the date of issuance.
• The PIPE Notes are convertible into shares of DHAC Common Stock at a price of $10.00 per share, bear interest at 7.00% per annum, and mature on the 18-month anniversary of the issuance date of the PIPE Notes.
• The PIPE Securities Purchase Agreement also provides that at any time after the date of the PIPE Securities Purchase Agreement and including:
  • (x) with respect to the PIPE Investors’ right to purchase Additional Offering Securities further to an Additional Offering the earlier to occur of
    • (I) the first anniversary of the date of the PIPE Securities Agreement and
    • (II) the date of the consummation of one or more Subsequent Placements with the PIPE Investors on terms identical to the PIPE Securities Purchase Agreement and
    • (y) with respect to Buyer’s right to participate in a Subsequent Placement other than an Additional Offering the earlier to occur of
      • (I) the maturity date of the PIPE Notes,
      • (II) the date all principal and interest due and owing under the PIPE Notes is either converted into DHAC Common Stock and/or repaid in full and
      • (III) the date of the consummation of a Subsequent Placement by the Company with gross proceeds, paid in cash, of at least $5,000,000.
• With respect to:
  • (i) Additional Offerings, DHAC is required to offer 100% of the Additional Offering Securities to the PIPE Investors; and
  • (ii) Subsequent Placements, DHAC is required to offer 25% of the Offered Securities to the PIPE Investors.
• The PIPE Lock-Up Period means the period beginning on the date of the Lock-Up Agreement and ending on the earlier of the eight-month anniversary of the Closing Date (or, if earlier, if after the Closing Date the VWAP of the DHAC Common Stock exceeds $12.50 (as adjusted for any stock splits, stock dividends, stock combinations recapitalizations and similar events after the Closing Date) for a period 20 consecutive Trading Days.

LOCK-UP

• Company:
  • 50% six months after the Closing date and 50% after twelve months after the Closing Date
• Sponsor:
  • 6 months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

• 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 $10,000,000.
• The SPAC removed the $10M minimum cash closing condition required at the Closing – LINK

NOTABLE CONDITIONS TO TERMINATION

• By DHAC after December 31, 2022 (the “Termination Date”).
• On April 18th, the SPAC extended the Termination Date to June 30, 2024.
• By any of DHAC, VSee, or iDoc, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action has become final and non-appealable.

ADVISORS

• No advisors have been listed.

MANAGEMENT & BOARD

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Executive Officers

Scott Wolf, 56
Chief Executive Officer, Corporate Secretary and Chairman

Dr. Wolf is a prolific medical device entrepreneur across a broad range of therapeutic areas. Dr. Wolf founded Aerin Medical, Inc. to create non-surgical therapies to meet the enormous need of patients with the most common nasal airway problems, including nasal obstruction. Prior to founding Aerin Medical, he founded Zeltiq Aesthetics, Inc. the maker of CoolSculpting, the leading non-invasive method of fat reduction for bodysculpting. Dr. Wolf’s other startups include Endogastric Solutions, Inc. and Cardiac Dimensions Pty Ltd.. He was previously a partner at Prospect Venture Partners and a vice-president at Frazier Healthcare Ventures, both leading life science venture capital firms. Dr. Wolf received his M.D. from George Washington University and his B.A. from the University of Pennsylvania.

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Daniel Sullivan, 63
Chief Financial Officer

Mr. Sullivan has been the President of PCN Enterprises, Inc. since 2003, which provides accounting related consulting services to public companies. He is also the Chief Financial Officer for Spectrum Global Solutions, Inc. Mr. Sullivan received his B.S in accounting from the University of Massachusetts and an MBA from Southern New Hampshire University.

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Board of Directors

Brent Willis, 61 [Resigned 10/20/22]
Director

Currently, Mr. Willis is the CEO and a Director of NewAge, Inc. (Nasdaq: NBEV), and has served in those capacities since the company’s inception in mid-2016. Prior to his position with NewAge, Inc., Mr. Willis owned of a number of private equity-backed enterprises and has served as the CEO for Primo Water/Cott Corporation. He has also served as the Global CCO and Zone President for AB InBev, and has served as a member of the Board of Directors for AmBev (NYSE: BUD, ABV). Prior to his role at AB InBev, he was the President in Latin America for The Coca-Cola Company and held in various leadership roles for The Kraft Heinz Company. Mr. Willis received his MBA from The University of Chicago and received his BSc in engineering from the U.S. Military Academy at West Point.

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Kevin Lowdermilk, — [Appointed10/20/22]
Director

TBD

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Frank Ciufo, 61
Director

Mr. Ciufo has more than 30 years of senior executive management experience in hospital operations and supply chain executive management. He currently serves as the Managing Partner of UplinkMG, LLC a consulting firm specializing in efficiency improvement in health care operations, project management and supply chain services. Mr. Ciufo’s consulting experiences include providing innovative consultative strategies Group Purchasing Organizations and hospitals with an emphasis on interim and long-term operational improvements, complex project management engagements that include acquisition, supply chain logistics, negotiation and procurement, alternative energy solutions and support services. He has consulted for NYC Health and Hospital Corporation, Atlantic Health, NJ, and Barnert Hospital, NJ. He is presently a consultant for Premier Inc. a leading- edge Group Purchasing/ Technology/ Consulting Firm as well as other healthcare centric companies. Mr. Ciufo holds MBA and BS degrees from Wagner College, Staten Island, NY.

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George McNellage, 61
Director

Mr. McNellage has more than 30 years of experience in sales, marketing and corporate operations. He currently serves as Vice President of Enterprise Sales at Premier Inc., an industry leader in healthcare improvement. Prior to his starting his role at Premier Inc. in 2018, Mr. McNellage served in various roles and capacities for Covidien, Xanitos Inc., Navix Diagnostix, Edwards LifeSciences and Intalere with focuses on sales, marketing and healthcare solutions. Mr. McNellage received his B.S. in business administration from the University of South Alabama.

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Scott Metzger, 53
Director

Dr. Metzger is the founder and former partner Premier Pain Centers and Specialty Anesthesia Associates, some of the most comprehensive centers for treatment of acute and chronic pain. Dr. Metzger has been active as a medical society leader and executive with experience ranging from starting the state branch of national pain society to serving as president of the state medical board. Dr. Metzger received his B.A. and M.D. from Boston University School of Medicine after completion of a combined 6-year program. He has also completed his residency and specialty training at Johns Hopkins Medicine through the Department of Anesthesiology and Critical Care Medicine.

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