Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-41015 | |
Entity Registrant Name | DIGITAL HEALTH ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2970927 | |
Entity Address, Address Line One | 980 N Federal Hwy #304 | |
Entity Address, City or Town | Boca Raton | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33432 | |
City Area Code | 561 | |
Local Phone Number | 672-7068 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 14,932,000 | |
Entity Central Index Key | 0001864531 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Common Stock and one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one Redeemable Warrant | |
Trading Symbol | DHACU | |
Security Exchange Name | NASDAQ | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DHAC | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | DHACW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 191,125 | $ 760,012 |
Prepaid and other current assets | 213,069 | 457,605 |
Total Current Assets | 404,194 | 1,217,617 |
Cash investments held in Trust Account | 116,805,500 | 116,726,978 |
Total Assets | 117,209,694 | 117,944,595 |
Current liabilities: | ||
Accounts payable and accrued expenses | 592,081 | 140,163 |
Advances from related parties | 43,900 | 43,900 |
Total current liabilities | 635,981 | 184,063 |
Deferred underwriting fee payable | 4,370,000 | 4,370,000 |
Total Liabilities | 5,005,981 | 4,554,063 |
Commitments and Contingencies | ||
Common stock subject to redemption, 50,000,000 shares authorized $0.0001 par value; possible redemption at $10.15 per share, 11,500,000 shares issued and outstanding at redemption value | 116,725,000 | 116,725,000 |
Stockholders' Deficit | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,432,000 shares issued and outstanding (excluding 11,500,000 shares subject to redemption) | 344 | 344 |
Accumulated deficit | (4,521,631) | (3,334,812) |
Total Stockholders' Deficit | (4,521,287) | (3,334,468) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 117,209,694 | $ 117,944,595 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 3,432,000 | 3,432,000 |
Common shares, shares outstanding | 3,432,000 | 3,432,000 |
Common stock subject to redemption | ||
Temporary equity, shares authorized | 50,000,000 | 50,000,000 |
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, redemption price, (per share) | $ 10.15 | $ 10.15 |
Temporary equity, shares issued | 11,500,000 | 11,500,000 |
Temporary equity, shares outstanding | 11,500,000 | 11,500,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Formation and operational costs | $ 722,162 | $ 5,000 | $ 5,000 | $ 1,265,341 |
Loss from operations | (722,162) | (5,000) | (5,000) | (1,265,341) |
Other income (expense): | ||||
Interest earned (expense) on Investment held in Trust Account | 62,703 | 78,522 | ||
Total other income (expense), net | 62,703 | (5,000) | (5,000) | 78,522 |
Net loss | $ (659,459) | $ (5,000) | $ (5,000) | $ (1,186,819) |
Common stock not subject to redemption | ||||
Other income (expense): | ||||
Weighted average shares outstanding, non-redeemable common stock, basic | 14,932,000 | 2,500,000 | 2,500,000 | 14,932,000 |
Weighted average shares outstanding, non-redeemable common stock, diluted | 14,932,000 | 2,500,000 | 2,500,000 | 14,932,000 |
Net loss per share, non-redeemable common stock, basic | $ (0.04) | $ 0 | $ 0 | $ (0.08) |
Net loss per share, non-redeemable common stock, diluted | $ (0.04) | $ 0 | $ 0 | $ (0.08) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Mar. 04, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | 0 | 0 |
Balance at the end at Mar. 31, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | |||
Balance at the beginning at Mar. 04, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Mar. 04, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (5,000) | |||
Balance at the end at Jun. 30, 2021 | $ 288 | 24,712 | (5,000) | 20,000 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to Sponsor | $ 288 | 24,712 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | 2,875,000 | |||
Net loss | (5,000) | (5,000) | ||
Balance at the end at Jun. 30, 2021 | $ 288 | $ 24,712 | (5,000) | 20,000 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 344 | (3,334,812) | (3,334,468) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,432,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (527,360) | (527,360) | ||
Balance at the end at Mar. 31, 2022 | $ 344 | (3,862,172) | (3,861,828) | |
Balance at the end (in shares) at Mar. 31, 2022 | 3,432,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 344 | (3,334,812) | (3,334,468) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,432,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (1,186,819) | |||
Balance at the end at Jun. 30, 2022 | $ 344 | (4,521,631) | (4,521,287) | |
Balance at the end (in shares) at Jun. 30, 2022 | 3,432,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 344 | (3,862,172) | (3,861,828) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,432,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (659,459) | (659,459) | ||
Balance at the end at Jun. 30, 2022 | $ 344 | $ (4,521,631) | $ (4,521,287) | |
Balance at the end (in shares) at Jun. 30, 2022 | 3,432,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (5,000) | $ (1,186,819) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Formation costs paid by Sponsor | 5,000 | ||
Interest earned on investments held in Trust Account | $ (62,703) | (78,522) | |
Changes in operating assets and liabilities: | |||
Prepaid and other current assets | 244,536 | ||
Accounts payable and accrued expenses | 451,918 | ||
Net cash used in operating activities | (568,887) | ||
Cash Flows from Financing Activities: | |||
Proceeds from issuance of common stock to Sponsor | 25,000 | ||
Proceeds from promissory note - related party | 74,785 | ||
Payment of offering costs | (22,680) | ||
Net cash provided by (used in) financing activities | 77,105 | ||
Net Change in Cash | 77,105 | (568,887) | |
Cash - Beginning of period | 760,012 | ||
Cash - End of period | $ 191,125 | 77,105 | $ 191,125 |
Non-cash investing and financing activities: | |||
Offering costs included in accrued offering costs | 43,493 | ||
Payment of offering costs through promissory note - related party | $ 70,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Digital Health Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated as a Delaware corporation on March 30, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not executed a business combination or a merger agreement with any specific Business Combination target(s). On June 09, 2022, DHAC Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and a wholly owned subsidiary of the Company, was formed. On June 09, 2022, DHAC Merger Sub II, Inc. (“Merger Sub II”), a Texas corporation and a wholly owned subsidiary of the Company, was formed. As of June 30, 2022, the Company had not commenced any significant operations. All activity for the period from April 1, 2021, date which operations commenced, through June 30, 2022 relates to the Company’s formation and the Company’s Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 557,000 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Digital Health Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,570,000, which is described in Note 4. As of November 8, 2021, the Company received $3,680,000 from the proceeds of the Private Placement and recorded $1,890,000 in subscription receivable. The Sponsor paid the subscription in full on November 12, 2021. Transaction costs amounted to $6,877,164, consisting of $1,955,000 of underwriting fees, $4,370,000 of deferred underwriting fees and $552,164 of other offering costs. In addition, cash of $9,478 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on November 8, 2021, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust Account is intended as a holding place for funds pending the earliest to occur of either (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the Company’s return of the funds held in the Trust Account to the Company’s public stockholders as part of the Company’s redemption of the public shares. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the Company’s public stockholders with the opportunity to redeem all or a portion of their common shares in connection with the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 12 months from the closing of the Initial Public Offering to complete an initial Business Combination (the “Combination Period”). However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, along with advisors, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company have not consummated an initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fail to complete the initial Business Combination within 12 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On June 15, 2022, Digital Health Acquisition Corp. (“DHAC” or the “Company”), entered into a business combination agreement, by and among DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a wholly owned subsidiary of DHAC (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (collectively, the “Business Combination”) were unanimously approved by the boards of directors of each of DHAC, VSee and iDoc on June 15, 2022. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement. On August 9, 2022, the parties to the Original Agreement entered into the Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Original Agreement was amended and restated in its entirety in order to provide, among the other things, that (i) concurrently with the execution of the Business Combination Agreement, DHAC has entered into a PIPE Securities Purchase Agreement (as defined below) with certain institutional and accredited investors; (ii) DHAC and certain stockholders of VSee and iDoc will enter into a registration rights agreement in the form attached to the Business Combination Agreement (the “VSee/iDoc Registration Rights Agreement”); and (iii) DHAC and certain stockholders of VSee and iDoc will each enter into a lock-up agreement in the form attached to the Business Combination Agreement (the “VSee/iDoc Lock-Up Agreement”). Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee Merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. At the effective time of the Mergers (the “Effective Time”), DHAC will change its name to VSee Health, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 21, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Going Concern In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company's officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. As of June 30, 2022, the Company had a cash balance of $191,125 and a working capital deficiency of $231,787. In addition, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company liquidate after June 30, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant were allocated to equity. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon the completion of the Initial Public Offering. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds Allocated to Public Warrants (12,483,555) Common stock issuance costs (6,923,767) Plus: Accretion of carrying value to redemption value 21,132,322 Common stock subject to possible redemption $ 116,725,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.0% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.0% and 0.0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stocks share pro rata in the loss of the Company. Accretion associated with the redeemable shares of common stock is excluded from net loss per common stock as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 12,057,000 common stocks in the aggregate. As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from March 5, 2021 Three Months Ended Six Months Ended (Inception) through June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Common Stock Common Stock Common Stock Common Stock Basic and diluted net loss per of common stock Numerator: Allocation of net loss, as adjusted $ 659,459 $ 5,000 $ 1,186,819 $ 5,000 Denominator: Basic and diluted weighted average shares outstanding, non- redeemable common stock 14,932,000 2,500,000 14,932,000 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.04) $ 0.00 $ (0.08) $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PUBLIC OFFERING
PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING In the “Initial Public Offering,” the Company sold 11,500,000 units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a purchase price of $10.00 per unit. Each unit consists of one common share and one warrant. Each warrant will entitle the holder to purchase one (1) share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 7). Each warrant will become exercisable 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 557,000 units at $10.00 per unit for a total purchase price of $5,570,000 in a private placement. As of November 8, 2021, the Company received $3,680,000 from the proceeds of the Private Placement and recorded $1,890,000 in subscription receivable. The Sponsor paid the subscription in full on November 12, 2021. The private placement units are identical to the units sold in the Initial Public Offering. There will be no underwriting fees or commissions with respect to the private placement units. The proceeds from the private placement were added to the proceeds of Initial Public Offering and placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. If the Company does not complete its initial business combination within 12 months, the Sponsor will waive any and all rights and claims to any proceeds and interest thereon in respect to the private placement units and the proceeds from the sale of the private placement units will be included in the liquidating distribution to the holders of the Company’s public shares. The Sponsor, advisors, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 7, 2021, the Sponsor, along with certain of the Company’s directors, officers and advisors purchased 4,312,500 shares for an aggregate purchase price of $25,000. In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 shares of common stock, resulting in 2,875,000 founder shares outstanding. Such shares are referred to herein as “founder shares” or “insider shares.” Sponsor Note Payable On June 7, 2021, the Sponsor agreed to loan the Company up to $625,000 to be used for a portion of the expenses of the Initial Public Offering. These notes were non-interest bearing and any outstanding balance on the notes was due immediately following the Company’s Initial Public Offering. There were $602,720 amounts borrowed under the Notes. The Notes were repaid on November 12, 2021. Borrowing under this note is no longer available. Advance from Related Party As of November 8, 2021, the Sponsor paid $402,936 for expenses on behalf of the Company. The advance was repaid on November 12, 2021. On November 12, 2021, the Company advanced an additional $43,900 which remains payable as of June 30, 2022 and December 31, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company agreed, commencing on November 3, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial, administrative, and other services. The monthly fees will cease upon completion of an initial business combination or liquidation. For the three months and six months ended June 30, 2022, the Company incurred $30,000 and $60,000, respectively, of which $10,000 is included in accrued expenses in the accompanying condensed consolidated balance sheet as of June 30, 2022. For the three months ended June 30, 2021 and for the period from March 5, 2021 (Inception) through June 30, 2021, the Company did not incur any fees for these services. The Company will reimburse its officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on the Company’s behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by the Company; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account and the interest income earned on the amounts held in the Trust Account, such expenses would not be reimbursed by the Company unless the Company consummates an initial business combination. The audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of the management team, or the Company’s or their respective affiliates, and any reimbursements and payments made to members of the audit committee will be reviewed and approved by the Board of Directors, with any interested director abstaining from such review and approval. No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of the initial stockholders, officers or directors who owned the shares of common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is). All ongoing and future transactions between the Company and any of its officers and directors or their respective affiliates will be on terms believed by the Company to be no less favorable to the Company than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of the Company’s uninterested “independent” directors (to the extent the Company has any) or the members of the board who do not have an interest in the transaction, in either case who had access, at the Company’s expense, to the Company’s attorneys or independent legal counsel. The Company will not enter into any such transaction unless the Company’s disinterested “independent” directors (or, if there are no “independent” directors, the Company’s disinterested directors) determine that the terms of such transaction are no less favorable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration and Stockholders’ Rights Pursuant to a registration rights agreement entered into on November 3, 2021, the holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering and (ii) private placement units (including all underlying securities), issued in a private placement simultaneously with the closing of the Initial Public Offering have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders are entitled to make up to two demands that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The Representative is entitled to a deferred underwriting commission of 3.8% of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Treatment of VSee and iDoc Securities in the Business Combination VSee Preferred Stock. VSee Common Stock. minus minus first thereafter iDoc Common Stock. minus first thereafter VSee Stock Options. DHAC Convertible Notes. VSee Health, Inc. Incentive Plan DHAC has agreed to approve and adopt the VSee Health, Inc. 2022 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing of the transactions contemplated by the Business Combination Agreement (“Closing”) and in a form mutually acceptable to DHAC, VSee and iDoc. The Incentive Plan shall provide for an initial aggregate share reserve equal to 15% of the number of shares of DHAC common stock, par value $0.0001 per share (the “DHAC Common Stock”), outstanding following the Closing after giving effect to the Mergers and the transactions contemplated hereby, including without limitation, the PIPE Financing (as defined below). Subject to approval of the Incentive Plan by DHAC’s stockholders, DHAC has agreed to file a Form S-8 Registration Statement with the SEC following the Effective Time with respect to the shares of DHAC Common Stock issuable under the Incentive Plan. Conditions to Closing The obligations of DHAC, VSee and iDoc to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of DHAC’s shareholders, (iii) the approval of VSee’s stockholders, (iv) the approval of iDoc’s stockholders and (v) after giving effect to the transactions contemplated by the Business Combination Agreement, including the PIPE Financing, DHAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) immediately after the Effective Time. In addition, the obligations of VSee and iDoc to consummate the Business Combination are subject to the fulfillment of other closing conditions, including, but not limited to, (i) 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, (ii) the approval by the Nasdaq Capital Market of DHAC’s listing application in connection with the Business Combination and (iii) the DHAC board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement. PIPE Securities Purchase Agreement. Concurrently with the execution of the Business Combination Agreement, DHAC has entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the 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 Business Combination Agreement (the “Closing”), (a) promissory notes (the “PIPE Notes”) convertible into shares of DHAC common stock, par value $0.0001 per share (the “DHAC Common Stock”), and (b) warrants exercisable for shares of DHAC Common Stock (the “PIPE Warrant” and the financing under the PIPE Securities Purchase Agreement hereinafter referred to as the “PIPE Financing”) for aggregate proceeds of at least $10,000,000 (the “Aggregate Closing PIPE Proceeds”). The Aggregate Closing PIPE Proceeds will be a part of the aggregate cash proceeds available for release to DHAC and the Merger Subs in connection with the transactions contemplated by the Business Combination Agreement. The PIPE Warrants are exercisable into shares of DHAC Common Stock, $0.0001 par value per share, at a price of $12.50 per share, and expire five (5) years from the date of issuance. The PIPE Notes are convertible into shares of DHAC Common Stock, $0.0001 par value per share, at a price of $10.00 per share, bear interest at 7.00% per annum, and mature on the eighteen (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 (as each term is defined below) 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 (as defined in the PIPE Securities Purchase Agreement) with the PIPE Investors on terms identical to the PIPE Securities Purchase Agreement and the other PIPE Financing documents in all material respects with an aggregate purchase price of at least $10 million (the “Additional Offering”, and the securities thereof, the “Additional Offering Securities”) 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, in either case, neither the Company nor any of its subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with the PIPE Investors’ participation right described herein and set forth in the PIPE Securities Purchase Agreement. 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 shares of DHAC Common Stock to be issued pursuant to the PIPE Securities Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be delivered in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Pursuant to the PIPE Securities Purchase Agreement, the PIPE Investors will enter into a registration rights agreement (the “PIPE Registration Rights Agreement”) at the closing of the transactions contemplated by the PIPE Securities Purchase Agreement (the “PIPE Closing”). Pursuant to the PIPE Registration Rights Agreement, DHAC will agree to provide customary registration rights with respect to the shares of DHAC Common Stock issuable upon conversion of the PIPE Notes and PIPE Warrants. The PIPE Securities Purchase Agreement also provides that at the PIPE Closing, DHAC, VSee, and iDoc and their respective subsidiaries will execute (i) the Security and Pledge Agreement (the “PIPE Security Agreement”), under which DHAC, VSee, and iDoc and their respective subsidiaries will grant to the Collateral Agent (as defined in the PIPE Securities Purchase Agreement) for the PIPE Investors a collateral interest in certain equity interests, personal property, and intellectual property of the parties; and (ii) the Guaranty (the “PIPE Guaranty”), under which DHAC, VSee, and iDoc and their respective subsidiaries will guaranty the performance of all of DHAC’s and VSee’s obligations under the Securities Purchase Agreement and related documents. Pursuant to the PIPE Securities Purchase Agreement, certain of DHAC’s stockholders will enter into a lock-up agreement (the “PIPE Lock-Up Agreement”) with DHAC. Pursuant to the PIPE Lock-Up Agreement, such stockholders will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of DHAC Common Stock or Convertible Securities (as defined in the PIPE Securities Purchase Agreement), 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 and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common Stock or Convertible Securities owned directly by the PIPE Investors (including holding as a custodian) or with respect to which each PIPE Investor has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “PIPE Investor Shares”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the PIPE Investor Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of DHAC Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of DHAC Common Stock or Convertible Securities or (iv) publicly disclose the intention to do any of the foregoing. Under the PIPE Lock-Up Agreement, 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 (as defined in the PIPE Notes) 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 twenty (20) consecutive Trading Days (the “Release Triggering Date”), on the Trading Day immediately following such Release Triggering Date). |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Common Shares The Company is authorized to issue 50,000,000 of common shares with a par value of $0.0001 per share. On June 7, 2021, the Sponsor, along with certain of the Company’s directors, officers and advisors purchased 4,312,500 shares for an aggregate purchase price of $25,000. In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 shares of common stock, resulting in 2,875,000 founder shares outstanding. At the closing of the Initial Public Offering, 557,000 shares were issued as part of the Private Placement sale. As of June 30, 2022 and December 31, 2021, there were 3,432,000 common shares issued and outstanding The holders of record of the Company’s common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the Company’s initial business combination, the initial stockholders, insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering, including both the insider shares and any shares acquired in this offering or following this offering in the open market, in favor of the proposed business combination. The Company will consummate its initial business combination only if it has net tangible assets of at least $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Pursuant to the amended and restated certificate of incorporation, if the Company does not consummate its initial business combination within 12 months ten The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed. If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
WARRANTS | |
WARRANTS | NOTE 8. WARRANTS There are 12,057,000 warrants issued and outstanding as of June 30, 2022 and December 31, 2021. Each warrant entitles the registered holder to purchase one (1) share of common stock at a price of $11.50 per whole share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination or 12 months from the closing of the Initial Public Offering. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth The Private Placement Warrants is identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company call the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or to make any other change that does not adversely affect the interests of the registered holders. For any other change, the warrant agreement requires the approval by the holders of at least a majority of the then outstanding public warrants if such amendment is undertaken prior to or in connection with the consummation of a business combination or at least a majority of the then outstanding warrants if the amendment is undertaken after the consummation of a business combination. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Company’s Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. Treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At June 30, 2022, assets held in the Trust Account were comprised of $0 in cash and $116,777,000 in U.S. Treasury securities. During the three months ended June 30, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $959 in cash and $116,726,019 in U.S. Treasury securities. During the period ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at June 30, 2022 and December 31, 2021 are as follows: Gross Amortized Holding Fair Held-To-Maturity Level Cost Loss Value June 30, 2022 U.S. Treasury Securities (Matured on 04/19/22) 1 $ 116,777,000 $ 28,500 $ 116,805,500 Gross Amortized Holding Fair Held-To-Maturity Level Cost Loss Value December 31, 2021 U.S. Treasury Securities (Matured on 3/17/2022) 1 $ 116,726,019 $ (3,097) $ 116,722,922 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the three and six months ended June 30, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, expect as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On August 9, 2022, the parties to the Original Agreement entered into the Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Original Agreement was amended and restated in its entirety. (See Note 1 and 6). Concurrently with the execution of the Business Combination Agreement, DHAC has entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”), with certain institutional and accredited investors (the “PIPE Investors”). (See Note 6 PIPE Securities Purchase Agreement). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 21, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Liquidity and Going Concern | Liquidity and Going Concern In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company's officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. As of June 30, 2022, the Company had a cash balance of $191,125 and a working capital deficiency of $231,787. In addition, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company liquidate after June 30, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant were allocated to equity. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to redemption upon the completion of the Initial Public Offering. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in Treasury securities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds Allocated to Public Warrants (12,483,555) Common stock issuance costs (6,923,767) Plus: Accretion of carrying value to redemption value 21,132,322 Common stock subject to possible redemption $ 116,725,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.0% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.0% and 0.0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss per Common Stock | Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stocks share pro rata in the loss of the Company. Accretion associated with the redeemable shares of common stock is excluded from net loss per common stock as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 12,057,000 common stocks in the aggregate. As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from March 5, 2021 Three Months Ended Six Months Ended (Inception) through June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Common Stock Common Stock Common Stock Common Stock Basic and diluted net loss per of common stock Numerator: Allocation of net loss, as adjusted $ 659,459 $ 5,000 $ 1,186,819 $ 5,000 Denominator: Basic and diluted weighted average shares outstanding, non- redeemable common stock 14,932,000 2,500,000 14,932,000 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.04) $ 0.00 $ (0.08) $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of common stock subject to possible redemption | At June 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds Allocated to Public Warrants (12,483,555) Common stock issuance costs (6,923,767) Plus: Accretion of carrying value to redemption value 21,132,322 Common stock subject to possible redemption $ 116,725,000 |
Summary of calculation of basic and diluted net loss per common stock | The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from March 5, 2021 Three Months Ended Six Months Ended (Inception) through June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Common Stock Common Stock Common Stock Common Stock Basic and diluted net loss per of common stock Numerator: Allocation of net loss, as adjusted $ 659,459 $ 5,000 $ 1,186,819 $ 5,000 Denominator: Basic and diluted weighted average shares outstanding, non- redeemable common stock 14,932,000 2,500,000 14,932,000 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.04) $ 0.00 $ (0.08) $ 0.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Summary of gross holding gains and fair value of held-to-maturity securities | Gross Amortized Holding Fair Held-To-Maturity Level Cost Loss Value June 30, 2022 U.S. Treasury Securities (Matured on 04/19/22) 1 $ 116,777,000 $ 28,500 $ 116,805,500 Gross Amortized Holding Fair Held-To-Maturity Level Cost Loss Value December 31, 2021 U.S. Treasury Securities (Matured on 3/17/2022) 1 $ 116,726,019 $ (3,097) $ 116,722,922 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Nov. 12, 2021 USD ($) | Nov. 08, 2021 USD ($) $ / shares M shares | Jun. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item $ / shares M | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10.15 | |||||
Transaction Costs | $ 6,877,164 | |||||
Underwriting fees | 1,955,000 | |||||
Deferred underwriting fee payable | 4,370,000 | $ 4,370,000 | ||||
Other offering costs | 552,164 | |||||
Cash Held Outside Trust Account | $ 9,478 | |||||
Aggregate purchase price | $ 25,000 | |||||
Proceeds from Related Party Debt | $ 74,785 | |||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | M | 12 | |||||
Redemption period upon closure | 10 days | |||||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 11,500,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 115,000,000 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | M | 12 | |||||
Initial Public Offering | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10.15 | |||||
Proceeds from issuance initial public offering | $ 116,725,000 | |||||
Initial Public Offering | Public Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Months to complete acquisition | M | 12 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 557,000 | |||||
Price of warrant | $ / shares | $ 10 | |||||
Proceeds from sale of Private Placement Warrants | $ 5,570,000 | $ 3,680,000 | ||||
Receivable recorded from the sale of private placement warrants | 1,890,000 | |||||
Underwriting fees | $ 0 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | M | 12 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 1,500,000 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10.15 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | M | 12 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash | $ 191,125 | $ 191,125 | $ 760,012 | |||
Cash equivalents | 0 | 0 | 0 | |||
Working capital | (231,787) | |||||
Due to related party | 43,900 | 43,900 | 43,900 | |||
Unrecognized tax benefits | 0 | 0 | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | |||
Effective tax rate | 0% | 0% | 0% | 0% | ||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | ||
Warrants outstanding | 12,057,000 | 12,057,000 | ||||
Anti-dilutive securities attributable to warrants (in shares) | 0 | |||||
FDIC cash amount | $ 250,000 | $ 250,000 | ||||
Common stock subject to possible redemption reflected on the condensed consolidated balance sheet | ||||||
Gross proceeds | 115,000,000 | 115,000,000 | 115,000,000 | |||
Less: | ||||||
Proceeds Allocated to Public Warrants | (12,483,555) | (12,483,555) | (12,483,555) | |||
Common stock issuance costs | (6,923,767) | (6,923,767) | (6,923,767) | |||
Plus: | ||||||
Accretion of carrying value to redemption value | 21,132,322 | 21,132,322 | 21,132,322 | |||
Common stock subject to possible redemption | 116,725,000 | 116,725,000 | 116,725,000 | |||
Working capital loans warrant | ||||||
Due to related party | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per common stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Allocation of net loss, as adjusted | $ 0 | $ (659,459) | $ (527,360) | $ (5,000) | $ (5,000) | $ (1,186,819) |
Common Stock | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Allocation of net loss, as adjusted | $ 659,459 | $ 5,000 | $ 5,000 | $ 1,186,819 | ||
Common stock not subject to redemption | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Weighted average shares outstanding, non-redeemable common stock, basic | 14,932,000 | 2,500,000 | 2,500,000 | 14,932,000 | ||
Weighted average shares outstanding, non-redeemable common stock, diluted | 14,932,000 | 2,500,000 | 2,500,000 | 14,932,000 | ||
Net loss per share, non-redeemable common stock, basic | $ (0.04) | $ 0 | $ 0 | $ (0.08) | ||
Net loss per share, non-redeemable common stock, diluted | $ (0.04) | $ 0 | $ 0 | $ (0.08) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) | 6 Months Ended | |
Nov. 08, 2021 $ / shares M shares | Jun. 30, 2022 $ / shares M shares | |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10.15 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Threshold trading days for redemption of public warrants | 20 days | |
Months to complete acquisition | M | 12 | |
Public Warrants expiration term | 5 years | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 11,500,000 | |
Purchase price, per unit | $ / shares | $ 10 | |
Number of shares in a unit | 1 | |
Months to complete acquisition | M | 12 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Threshold trading days for redemption of public warrants | 30 days | |
Months to complete acquisition | M | 12 | |
Public Warrants expiration term | 5 years | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 1,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 6 Months Ended | ||
Nov. 12, 2021 USD ($) | Nov. 08, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) M | |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting fees | $ 1,955,000 | ||
Months to complete acquisition | M | 12 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | shares | 557,000 | ||
Price of warrants | $ / shares | $ 10 | ||
Aggregate purchase price | $ 5,570,000 | $ 3,680,000 | |
Receivable recorded from the sale of private placement warrants | 1,890,000 | ||
Underwriting fees | $ 0 | ||
Months to complete acquisition | M | 12 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 3 Months Ended | ||||
Jun. 07, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Common shares, shares outstanding (in shares) | 3,432,000 | 3,432,000 | |||
Founder shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 4,312,500 | ||||
Aggregate purchase price | $ 25,000 | ||||
Shares subject to forfeiture | 1,437,500 | ||||
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Nov. 12, 2021 | Nov. 03, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 08, 2021 | Jun. 07, 2021 | |
Related Party Transaction [Line Items] | |||||||
Advance from related party for expenses incurred on behalf of company | $ 402,936 | ||||||
Advances from related parties | $ 43,900 | $ 43,900 | $ 43,900 | ||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 625,000 | ||||||
Repayment of promissory note - related party | $ 602,720 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 10,000 | ||||||
Total expenses incurred | 30,000 | 60,000 | |||||
Due to related parties included in accrued expenses | 10,000 | 10,000 | |||||
Related Party Loans | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Advances from related parties | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 6 Months Ended | |
Jun. 30, 2022 | Nov. 03, 2021 item | |
COMMITMENTS | ||
Maximum number of demands for registration of securities | 2 | |
Deferred underwriting commission, as a percent | 3.8 |
COMMITMENTS - Additional inform
COMMITMENTS - Additional information (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) D $ / shares | Dec. 31, 2021 $ / shares | |
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Exercise price of warrants | $ 11.50 | |
Expiration term of warrants (in years) | 5 years | |
iDoc Common Stock | ||
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 1 | |
Business Combination Agreement | ||
Business Acquisition [Line Items] | ||
Conversion price of convertible notes | $ 10 | |
Minimum net tangible assets upon closing | $ | $ 5,000,001 | |
Minimum aggregate proceeds to be required for consummation of Business Combination | $ | $ 10,000,000 | |
Business Combination Agreement | Convertible debt | ||
Business Acquisition [Line Items] | ||
Term of debt | 1 year | |
Term of notes (in month) | 1 year | |
Business Combination Agreement | Vsee Health Incentive Plan | ||
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | |
Percentage of shares reserved for issuance | 15% | |
Business Combination Agreement | Vsee Common Stock | ||
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | |
Denominator for calculation of Per Share Stock Consideration | $ 10 | |
Cash Consideration, Percentage of Closing Consideration | 20% | |
Cash Consideration as fair market value of Closing Consideration | 80% | |
Numerator for calculation of Closing Consideration | $ | $ 60,500,000 | |
Closing Consideration, Multiplication Factor for Calculation of Amount of Stock Option Exercisable | $ 10 | |
Transaction expense as percentage of Distributable Cash to be paid | 55% | |
Indemnity escrow amount as percentage of Cash Consideration | 10% | |
Amount of aggregate in excess proceeds considered for calculation of Distributable Cash | $ | $ 10,000,000 | |
Business Combination Agreement | iDoc Common Stock | ||
Business Acquisition [Line Items] | ||
Denominator for calculation of Per Share Stock Consideration | $ 10 | |
Cash Consideration, Percentage of Closing Consideration | 20% | |
Cash Consideration as fair market value of Closing Consideration | 80% | |
Numerator for calculation of Closing Consideration | $ | $ 49,500,000 | |
Transaction expense as percentage of Distributable Cash to be paid | 45% | |
Indemnity escrow amount as percentage of Cash Consideration | 10% | |
PIPE Securities Purchase Agreement | PIPE Investors | ||
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | |
Aggregate Closing PIPE Proceeds | $ | $ 10,000,000 | |
Exercise price of warrants | $ 12.50 | |
Expiration term of warrants (in years) | 5 years | |
Minimum Aggregate Purchase Price of Additional Offering | $ | $ 10,000,000 | |
Minimum gross proceeds of Notes to be paid in cash for consummation of Subsequent Placements | $ | $ 5,000,000 | |
Percentage of Additional Offering Securities in Additional Offerings | 100% | |
Percentage of Offered Securities in Subsequent Placements | 25% | |
Lock-up period (in months) | 8 months | |
Stock price trigger | $ 12.50 | |
Release Triggering Date (in days) | D | 20 | |
PIPE Securities Purchase Agreement | PIPE Investors | PIPE Notes | ||
Business Acquisition [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | |
Conversion price of convertible notes | $ 10 | |
Term of debt | 18 months | |
Interest rate (in percent) | 7% | |
Term of notes (in month) | 18 months |
STOCKHOLDERS DEFICIT - Common S
STOCKHOLDERS DEFICIT - Common Stock Shares (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 07, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Vote $ / shares M shares | Dec. 31, 2021 $ / shares shares | Nov. 08, 2021 shares | Oct. 31, 2021 shares | |
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares issued (in shares) | 3,432,000 | 3,432,000 | ||||
Aggregate purchase price | $ | $ 25,000 | |||||
Common shares, shares outstanding (in shares) | 3,432,000 | 3,432,000 | ||||
Condition for future business combination threshold net tangible assets | $ | $ 5,000,001 | |||||
Months to complete acquisition | M | 12 | |||||
Redemption period upon closure | 10 days | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares issued (in shares) | 557,000 | |||||
Sponsor | ||||||
Class of Stock [Line Items] | ||||||
Months to complete acquisition | M | 12 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Sponsor | Founder shares | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 4,312,500 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Shares subject to forfeiture | 1,437,500 | |||||
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 | ||||
Common stock subject to redemption | ||||||
Class of Stock [Line Items] | ||||||
Common stock subject to possible redemption, issued (in shares) | 11,500,000 | 11,500,000 | ||||
Common stock subject to possible redemption, outstanding (in shares) | 11,500,000 | 11,500,000 |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2022 Vote D $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 12,057,000 |
Number of shares issuable per warrant | shares | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Warrants exercisable for cash | shares | 0 |
Number of trading days to calculate fair market value of warrants | D | 5 |
Public Warrants expiration term | 5 years |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 |
Redemption period | 30 days |
Warrant redemption condition minimum share price | $ / shares | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Common shares, votes per share | Vote | 1 |
Warrant exercise restriction threshold | 9.8 |
Fractional shares issued | shares | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash held in the Trust Account | $ 0 | $ 959 |
Marketable securities held in Trust Account | 116,805,500 | 116,726,978 |
U.S. Treasury Securities | ||
Assets: | ||
Marketable securities held in Trust Account | 116,777,000 | 116,726,019 |
Level 1 | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 116,777,000 | 116,726,019 |
Gross Holding Gain | 28,500 | |
Gross Holding Loss | (3,097) | |
Fair Value | $ 116,805,500 | $ 116,722,922 |