SEC Comment Letter 0000000000-24-005193 to VSEE HEALTH, INC. (VSEE, VSEEW) (CIK 0001864531) (VSEE)
VSEE HEALTH, INC. (VSEE, VSEEW) (CIK 0001864531)
Date: May 7, 2024 · CIK: 0001864531 · Accession: 0000000000-24-005193
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File numbers found in text: 333-268184
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United States securities and exchange commission logo
May 7, 2024
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
Amendment No. 7 to Registration Statement on Form S-4
Filed April 24, 2024
File No. 333-268184
Dear Scott Wolf:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 27, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-4
Risk Factors, page 79
1.We note that the audit reports included for Digital Health Acquisition Corp., VSee Lab,
Inc., and iDoc Virtual Telehealth Solutions, Inc. include statements expressing substantial
doubt as to each company's ability to continue as a going concern. Please revise your
prospectus summary and risk factors to highlight DHAC, VSee and iDoc’s ability to
continue as a going concern and describe the material risks associated with the going
concern opinions issued by their respective auditors. Please also revise your
prospectus/proxy statement/consent solicitation summary accordingly.
iDoc Virtual Telehealth Solutions, Inc.
Operating Expenses, page 259
2.We note your revised disclosures provided in response to comment 1. We also note from
FirstName LastNameScott Wolf
Comapany NameDigital Health Acquisition Corp.
May 7, 2024 Page 2
FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
May 7, 2024
Page 2
your prior disclosures that you had a $1 million write-off during the third quarter of 2023,
which drove the $1.2 million increase in bad debt expense for the nine months ended
September 30, 2023 as compared to the prior period. With reference to your new
disclosures regarding your automated systems, please more fully address the facts and
circumstances that changed during the fourth quarter of 2023, such that your bad debt
expense increased by $4.2 million for the year ended December 31, 2023 as compared to
the prior period.
iDoc Virtual Telehealth Solutions
Statement of Cash Flows, page F-69
3.With reference to the $4,155,000 increase in bad bad debt expense for the year ended
December 31, 2023 as discussed in your Management's Discussion and Analysis on page
259, please address the appropriateness of the $534,000 provision for allowance for
doubtful accounts and $2,207,000 change in your accounts receivable balance reflected
within your net cash used in operations. Fully explain why the bad debt expense
recognized in each period presented is not reflected as a noncash adjustment to your net
cash cash used in operations. Finally, clarify how you determined the $2,207,000 change
in accounts receivable for the year ended December 31, 2023.
Accounts Receivable and Credit Losses, page F-74
4.Please address the need to disclose your bad debt expense recognized in each period
presented.
Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Thomas Poletti, Esq.