Vsee Health (VSEE) S-4/A 24 Apr 24 Registration of securities issued in business combination transactions (amended) Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2023
Document and Entity Information
Document Type	S-4/A
Entity Registrant Name	DIGITAL HEALTH ACQUISITION CORP.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	AMENDMENT NO. 7
Entity Central Index Key	0001864531
Amendment Flag	true

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,863	$ 106,998
Total Current Assets	1,863	106,998
Investments held in Trust Account	1,368,637	7,527,369
Total Assets	1,370,500	7,634,367
Current liabilities:
Accounts payable and accrued expenses	3,303,836	1,886,312
Excise tax payable	72,396
Income taxes payable	187,225	187,225
Advances from related parties	$ 117,871	$ 43,900
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Accrued interest on Exchange Note	$ 23,964
Promissory note - related party	926,500	$ 350,000
PIPE Forward Contract		170,666
Total Current Liabilities	7,984,400	3,295,614
Deferred underwriting fee payable	4,370,000	4,370,000
Total Liabilities	12,354,400	7,665,614
Commitments
Common stock, $0.0001 par value;, subject to possible redemption, of: 114,966 and 694,123 shares issued and outstanding at redemption value of $11.15 and $10.65 per share, as of December 31, 2023 and 2022, respectively	1,281,957	7,395,349
Stockholders' Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,489,000 and 3,462,000 shares issued and outstanding (excluding 114,966 and 694,123 shares subject to redemption) as of December 31, 2023 and 2022, respectively	350	347
Additional paid-in capital	550,246	292,973
Accumulated deficit	(12,816,453)	(7,719,916)
Total Stockholders' Deficit	(12,265,857)	(7,426,596)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,370,500	7,634,367
Additional Bridge Promissory note
Current liabilities:
Notes payable current	102,726
Promissory note - M2B
Current liabilities:
Notes payable current	167,958
Exchange Note
Current liabilities:
Notes payable current	2,621,558
Extension Notes
Current liabilities:
Notes payable current	233,774
Bifurcated Derivative	22,872
Bridge Notes
Current liabilities:
Bridge Note, net of discount		292,800
Bifurcated Derivative		$ 364,711
ELOC
Current liabilities:
Line of credit	$ 203,720

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock subject to redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	114,966	694,123
Temporary Equity, Shares Outstanding	114,966	694,123
Temporary equity, redemption price, (per share)	$ 11.15	$ 10.65
Common stock not subject to redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	3,489,000	3,462,000
Common stock, shares outstanding	3,489,000	3,462,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Formation and operational costs	$ 2,593,765	$ 3,594,967
Loss from operations	(2,593,765)	(3,594,967)
Other (expense) income:
Change in fair value of PIPE Forward Contract Derivative	170,666	(170,666)
Interest earned on investments held in Trust Account	358,767	922,644
Total other (expense) income	(1,820,101)	539,691
Loss before provision for income taxes	(4,413,866)	(3,055,276)
Provision for income taxes		(187,225)
Net loss	$ (4,413,866)	$ (3,242,501)
Basic weighted average common shares outstanding (in shares)	4,096,353	12,741,219
Diluted weighted average common shares outstanding (in shares)	4,096,353	12,741,219
Basic net loss per common share (in dollars per share)	$ (1.08)	$ (0.25)
Diluted net loss per common share (in dollars per share)	$ (1.08)	$ (0.25)
Bridge Notes
Other (expense) income:
Default interest expense	$ (1,579,927)
Interest expense	429,007	$ 125,980
Change in fair value of Bifurcated Derivative	120,267	$ (86,307)
Additional Bridge Promissory note
Other (expense) income:
Interest expense	12,642
Initial fair value of Additional Bridge Note	11,111
Change in fair value	(2,726)
Promissory note - M2B
Other (expense) income:
Interest expense	22,958
Extension Notes
Other (expense) income:
Interest expense	133,748
Change in fair value of Bifurcated Derivative	1,630
Exchange Note
Other (expense) income:
Change in fair value	(97,814)
ELOC
Other (expense) income:
Initial fair value of ELOC	(204,039)
Change in fair value of ELOC	$ 319

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock Bridge Notes	Common Stock Extension Note	Common Stock	Additional Paid-in Capital Bridge Notes	Additional Paid-in Capital Extension Note	Additional Paid-in Capital	Accumulated Deficit	Bridge Notes	Extension Note	Total
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
Accretion of common stock subject to redemption value							(1,142,603)			(1,142,603)
Issuance of shares, net of offering cost	$ 3			$ 284,421				$ 284,424
Issuance of shares, net of offering cost (in shares)	30,000							30,000
Issuance of warrants issued with Bridge Note, net of offering costs				$ 8,552				$ 8,552
Net loss							(3,242,501)			(3,242,501)
Balance at the end at Dec. 31, 2022						$ 292,973	(7,719,916)			(7,426,596)
Balance at the end (in shares) at Dec. 31, 2022			3,462,000
Increase (Decrease) in Stockholders' Equity
Accretion of common stock subject to redemption value							(682,671)			(682,671)
Issuance of shares, net of offering cost		$ 1	$ 2		$ 115,471	214,198			$ 115,472	214,200
Issuance of shares, net of offering cost (in shares)		7,000	20,000						7,000
Excise tax payable attributable to redemption of common stock						(72,396)				(72,396)
Net loss							(4,413,866)			(4,413,866)
Balance at the end at Dec. 31, 2023			$ 350			$ 550,246	$ (12,816,453)			$ (12,265,857)
Balance at the end (in shares) at Dec. 31, 2023			3,489,000

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	9 Months Ended
	Dec. 31, 2021 shares
Common Stock
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost	347

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (4,413,866)	$ (3,242,501)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(358,767)	(922,644)
Change in fair value of PIPE Forward Contract Derivative	(170,666)	170,666
Changes in operating assets and liabilities:
Prepaid and other current assets		457,605
Accounts payable and accrued expenses	1,631,724	1,746,149
Income taxes payable		187,225
Net cash used in operating activities	(962,042)	(1,391,213)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(350,000)	(350,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	71,436	110,472,253
Cash withdrawn from Trust Account in connection with redemptions	6,796,063
Net cash provided by investing activities	6,517,499	110,122,253
Cash Flows from Financing Activities:
Advances from related party	95,037
Repayment of advances from related party	(21,066)
Proceeds from notes payable	240,000
Proceeds from Bridge Note	100,000	800,000
Proceeds from M2B Note	145,000
Payment of Financing Cost in Bridge Note		(61,800)
Proceeds from promissory note - related party	576,500	350,000
Redemption of common stock	(6,796,063)	(110,472,254)
Net cash used in financing activities	(5,660,592)	(109,384,054)
Net Change in Cash	(105,135)	(653,014)
Cash - Beginning of year	106,998	760,012
Cash - End of year	1,863	106,998
Non-cash investing and financing activities:
Common stock issued for legal settlement	214,200	284,424
Bridge Note - Embedded Derivative - settled with Exchange Note	244,444
Excise tax attributable to redemption of common stock	72,396
Common stock issued as financing cost in Extension Note	78,349
ELOC
Adjustments to reconcile net loss to net cash used in operating activities:
Initial loss on and change in fair value of ELOC	203,720
Bridge Notes
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Bifurcated Derivative	(120,267)	86,307
Changes in operating assets and liabilities:
Default interest on Bridge Note	1,579,927
Accrued interest	429,006	125,980
Additional Bridge Notes
Adjustments to reconcile net loss to net cash used in operating activities:
Initial gain on fair value of Additional Bridge Note	(11,111)
Change in fair value	2,726
Changes in operating assets and liabilities:
Accrued interest	12,642
Promissory note - M2B
Changes in operating assets and liabilities:
Accrued interest	22,958
Extension Notes
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Bifurcated Derivative	(1,630)
Changes in operating assets and liabilities:
Accrued interest	133,748
Non-cash investing and financing activities:
Financing costs included in Extension Note	60,000
Warrants issued as financing cost in Extension Note	40,130	$ 8,552
Exchange Note
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value	97,814
Non-cash investing and financing activities:
Bridge Promissory note, net of discount - settled with Exchange Note	$ 2,279,300

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2023
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” or “DHAC”) is a 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”). On June 9, 2022, DHAC Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and a wholly owned subsidiary of the Company, was formed. On June 9, 2022, DHAC Merger Sub II, Inc. (“Merger Sub II”), a Texas corporation and a wholly owned subsidiary of the Company, was formed. As of December 31, 2023, the Company had not commenced any significant operations. All activity for the period from inception, the date which operations commenced, through December 31, 2023 relates to the Company’s formation, 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 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. On October 20, 2022, in connection with the stockholders meeting to approve the extension, 10,805,877 shares of DHAC’s common stock were redeemed leaving 694,123 shares of common stock subject to redemption. On November 6, 2023, in connection with the stockholders meeting to approve the extension, 579,157 shares of DHAC’s common stock were redeemed leaving 114,966 shares of common stock subject to redemption. 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 27 months from the closing of the Initial Public Offering (as extended as of December 31, 2023) 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 27 months from the closing of the Initial Public Offering (as extended as of December 31, 2023), 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. On October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC has to consummate a Business Combination (the “Extension”) for an additional three (3) months, from November 8, 2022 to February 8, 2023, (b) provide DHAC’s board of directors the ability to further extend the date by which DHAC has to consummate a Business Combination up to three (3) additional times for three (3) months each time, for a maximum of nine (9) additional months if the Sponsor pays an amount equal to $350,000 for each three-month extension (the “Extension Fee”), which amount shall be deposited in the trust account of DHAC; provided, that if as of the time of an extension DHAC has filed a Form S-4 registration statement in connection with its initial Business Combination, then no Extension Fee would be required in connection with such extension; provided further that for each three –month extension (if any) following such extension where no deposit into the Trust Account or other payment has been made, an Extension Fee is required, and (c) allow for DHAC to provide redemption rights to DHAC’s public stockholders in accordance with the requirements of the amended and restated certificate of incorporation without complying with the tender offer rules. In connection with such stockholder vote, an aggregate of 10,805,877 shares of DHAC’s common stock were redeemed leaving 4,156,123 shares issued and outstanding and entitled to vote as of October 20, 2022. The Company subsequently extended the date by which the Company has to consummate a Business Combination pursuant to the three additional three – month extensions to November 8, 2023, and deposited an aggregate of $700,000 into the Trust Account as extension fees. On September 8, 2023, DHAC held a Special Meeting and the stockholders approved an amendment of the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the U.S. Securities and Exchange Commission (“SEC”). On September 8, 2023, DHAC filed such amendment, which provided that DHAC would be able to consummate the Business Combination even if as a result of the transactions the combined company does not have net tangible assets of at least $5,000,001 upon consummation of such business combination. On November 6, 2023, DHAC held its 2023 annual stockholders meeting (“2023 Annual Meeting”). At the 2023 Annual Meeting, the stockholders of DHAC approved amendments to DHAC’s Charter to extend the date by which the Company must consummate a Business Combination (as defined in the Charter) up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months (i.e., from November 8, 2023 up to November 8, 2024) or such earlier date as determined by the Company’s board of directors. In connection with the amended Charter, on November 6, 2023, DHAC extended the period of time that it has to consummate its business combination by three months from November 8, 2023 to February 8, 2024. In addition, on February 2, 2024, DHAC further extended the period of time that it has to consummate its business combination by another three months from February 8, 2024 to May 8, 2024. Furthermore, at the 2023 Annual Meeting, the stockholders of DHAC also approved an amendment to DHAC’s investment management trust agreement (the “Trust Agreement”), dated as of November 3, 2021 and as amended on October 26, 2022, by and between the Company and Continental Stock Transfer & Trust Company, which allows the Company to extend the business combination period from November 8, 2023 to up to four (4) times, each by an additional three (3) months, for an aggregate of twelve (12) additional months to November 8, 2024 (the “Combination Period”). In connection with the 2023 Annual Meeting and amendments to DHAC’s Charter and Trust Agreement, 579,157 shares of Common Stock were redeemed. 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 business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations. 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 business days thereafter, redeem the public shares, 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 (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 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”. The Sponsor, along with certain advisors, officers and directors, has 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 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. 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 believes 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, DHAC entered into the original Business Combination Agreement, by and among DHAC, DHAC Merger Sub I, Inc. (“Merger Sub I”), DHAC Merger Sub II, Inc. (“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”). On August 9, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the First Amended and Restated Business Combination Agreement to provide for the concurrent execution of financing documents for a PIPE financing consisting of convertible notes and warrants and delivery of the Cassel Salpeter’s opinion to the Board. On October 6, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into a Second Amended and Restated Business Combination Agreement to make the consideration payable to VSee and iDoc stockholders 100% DHAC common stock and to provide for the concurrent execution of amended PIPE financing documents providing for the issuance of the shares and warrants to the PIPE investors. On November 3, 2022, the parties entered into a First Amendment to the Second Amended and Restated Business Combination Agreement to remove a closing condition that DHAC have at least $10 million in cash proceeds from the transactions at closing. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since a closing condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing. Accordingly, the PIPE financing was terminated. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the Third Amended and Restated Business Combination Agreement (as amended and restated, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”) to, among other things, provide for the removal of the PIPE financing and the concurrent execution of the Additional Bridge Financing, the Exchange Financing, the Quantum Financing, the Equity Financing and the Loan Conversions, which are described in Note 6 – Commitments. The DHAC Board has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of DHAC. 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. NASDAQ Trading Status On March 31, 2023, DHAC received a letter from the staff (the “Staff”) at The Nasdaq Global Market (“Nasdaq Global”) notifying DHAC that for the 30 consecutive trading days prior to the date of the Letter, DHAC’s securities listed on the Nasdaq Global (including the Common Stock, Units and Warrants) (the “Securities”) had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of DHAC’s Securities on Nasdaq Global. In accordance with Nasdaq listing rule 5810I(3)I, DHAC had 180 calendar days, or until September 27, 2023, to regain compliance. On May 23, 2023, DHAC received a second letter from the Staff notifying DHAC that for the prior 30 consecutive business days, DHAC’s market value of publicly held shares (“MVPHS”) was below the $15 million required for continued listing on the Nasdaq Global and therefore, DHAC no longer met Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”). In accordance with Nasdaq Listing Rule 5810I(3)(D), DHAC had 180 calendar days, or until November 20, 2023, to regain compliance. On September 28, 2023, DHAC received a third letter from the Staff notifying DHAC that the Staff had determined to delist DHAC’s Securities because it had not regained compliance with the MVLS standard. Pursuant to the third letter, on October 4, 2023, DHAC requested a hearing (the “Hearing”) to appeal this determination and also applied to transfer the listing of its Securities from Nasdaq Global to the Nasdaq Capital Market (“NasdaqCM”). On October 9, 2023, DHAC received a fourth letter from the Staff notifying DHAC that its not meeting the 400 total shareholders requirement under the Nasdaq Listing Rule 5450(a)(2) served as an additional basis for delisting DHAC’s Securities from Nasdaq Global. On October 26, 2023, the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market notified DHAC in writing (the “Notice”) that its application to transfer the listing of its Securities to NasdaqCM had been approved. DHAC’s Securities were transferred to the NasdaqCM at the opening of business on October 30, 2023. On November 1, 2023, DHAC received a letter from the Nasdaq Global Hearing panel that due to DHAC’s transfer of its listed Securities to NasdaqCM, the Hearing on November 30, 2023 regarding non-compliance with the Nasdaq Global listing standards had been cancelled. As of October 30, 2023, DHAC’s Securities are listed and traded on The Nasdaq Stock Market on NasdaqCM and will continue to be listed and traded on NasdaqCM. ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Going Concern 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 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 consolidated financial statements were issued. As of December 31, 2023, the Company had a cash balance of $ 1,863 and a working capital deficit of $7,982,537 . In addition, in connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution on November 8, 2024 raise 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 of the Company as of December 31, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date or file for an extension. 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 auditor 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 statements 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 warrants were allocated to equity. Offering costs allocated to the common stock issued were initially charged to temporary equity. Use of Estimates The preparation of the 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The most significant accounting estimates were the assumptions used to fair value the PIPE Forward Contract, the Extension Note Bifurcated Derivative, the Bridge Note Bifurcated Derivative, the Additional Bridge Note and the Exchange Note (each term as defined below). 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 no t have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account At December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. 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 sold in the Initial Public Offering 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 December 31, 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s 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 December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the consolidated balance sheets 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, December 31, 2021 ​ ​ 116,725,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,142,603 Less: ​ ​ ​ Redemptions ​ ​ (110,472,254) Common stock subject to possible redemption, December 31, 2022 ​ ​ 7,395,349 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 682,671 Less: ​ ​ ​ Redemptions ​ ​ (6,796,063) Common stock subject to possible redemption, December 31, 2023 ​ $ 1,281,957 ​ ​ Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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. The Company’s effective tax rate was 0.0% and 6.1% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the years ended December 31, 2023 and 2022 due to 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 December 31, 2023 and 2022. 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 has been 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. 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 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 (iii) the Bridge Notes and the Extension Note because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,256,999 shares of common stock in the aggregate. As of December 31, 2023 and 2022, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock 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 years ended December 31, ​ 2023 2022 ​ Common Stock Common Stock Basic and diluted net loss per of common stock ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,413,866) ​ $ (3,242,501) Denominator: ​ ​ Basic and diluted weighted average common shares outstanding ​ 4,096,353 ​ 12,741,219 Basic and diluted net loss per common share ​ $ (1.08) ​ $ (0.25) ​ Concentration of Credit Risk The Company has significant cash balances at a financial institutions which throughout the year regularly exceeded the federally insured limited of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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 FASB 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 has analyzed the Public Warrants, Private Warrants, Bridge Warrants and the Extension 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. Financial Instruments The Company evaluates its financial instruments to determine if such instruments should be accounted for as a liability under ASC 480 or if they are derivatives or contain features that qualify as bifurcated derivatives in accordance with ASC 815. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the PIPE financing agreement is a derivative instrument, the Bridge Notes and the Extension Note’s early redemption provisions are embedded feature that are required to be bifurcated as a derivative. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of debt into its debt and bifurcated derivative components. The Company applies this guidance to allocate the Bridge Notes and the Extension Note proceeds between the Bridge Notes and the Extension Note, respectively, and the respective bifurcated derivative, using the residual method by allocating the principal first to fair value of the bifurcated derivative and then to the debt. The Exchange Note and the Additional Bridge Note represent share-settled debt that requires or may require the Company to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest. As a result, the Exchange Note and the Additional Bridge Note are required to be accounted for as a liability under ASC 480. As required under ASC 480, the liabilities will be re-measured at fair value at each reporting period with the changes in the fair value of the liabilities recognized in earnings. 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 Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) . This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. 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 consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company held a meeting on November 6, 2023 to vote on a proposal to amend the Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from November 8, 2023 to February 8, 2024, with additional extensions up to November 8, 2024. In connection with the meeting, 579,157 shares of the Company’s common stock were redeemed with a total redemption payment of $6,462,504 . As a result, the Company booked a liability of $72,396 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable. ​

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING In the “Initial Public Offering,” the Company sold 11,500,000 units, which included 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 the Initial Public Offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. ​

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2023
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 but are not redeemable. 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 27 months (as extended as of December 31, 2023), 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	12 Months Ended
	Dec. 31, 2023
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 was an amount of $ 602,720 borrowed under the Notes. The Notes were repaid on November 12, 2021 Borrowings under this note are no longer available. Advances from Related Party As of November 8, 2021, the Sponsor paid for $ 402,936 on expenses on behalf of the Company. The advance was repaid on November 12, 2021. The Company owes the Sponsor $ 117,871 and $43,900 as of December 31, 2023 and 2022, respectively. Working Capital 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 will 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 December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Promissory Note Related Party On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $350,000 to the Sponsor. The Company deposited to the trust account all of the loan amount and extended the amount of time it has available to complete a business combination from November 8, 2022 to February 8, 2023. On November 21, 2023, DHAC entered into a Conversion Securities Purchase Agreement (“Conversion SPA”) with the Sponsor, pursuant to which the loans in aggregate amount of $350,000 will be converted into Series A Preferred Shares at the Closing. On February 2, 2023, SCS Capital Partners LLC, a Sponsor affiliate and a stockholder who currently holds more than 5% shares in the Company, issued a $250,000 interest-free loan to DHAC for Nasdaq fee payment and litigation expense, and on August 17, 2023, such loan was amended and restated to include an additional $315,000 interest-free loan to DHAC for operating expenses, making the aggregate principal amount to be $565,000 . On May 5, 2023, SCS Capital Partners, LLC issued a $200,000 loan to DHAC for payment of the term extension fee. The related note bears interest of 10% , matures on May 5, 2024. The proceeds of the note were used to extend the liquidation date of DHAC from May 8, 2023 to August 8, 2023. On November 21, 2023, DHAC entered into a Conversion SPA with SCS Capital Partners LLC, pursuant to which the loans in aggregate amount of $765,000 will be converted into Series A Preferred Shares at the Closing. Promissory Note – M2B On October 4, 2023, the Company issued a promissory note in the aggregate principal amount of $165,000 to M2B Funding Corp., an affiliate of the Sponsor, for a purchase price of $150,000 and included $5,000 in legal fees (the “M2B Note”). The original issued discount of $15,000 plus $5,000 of offering cost were recorded as a debt discount and amortized over the term of the note. The note had a 10% interest and a maturity date of January 5, 2024. The Company defaulted on the note and amended the note on January 22, 2024. As a result of the amendment, the Company was to repay the remaining amount due by February 8, 2024. On January 31, 2024, the note was paid in full for a total of $190,750 . As of December 31, 2023, the M2B Note net of unamortized debt discount was $167,958 . The Company recognized interest expense of $22,958 for the year ended December 31, 2023. Post-Business Combination Financing Transactions Bridge Financing In connection with the execution of the Second Business Combination Agreement, DHAC, along with VSee and iDoc, the target companies in the Business Combination, entered into a securities purchase agreement with the Bridge Investor, who is also an investor in the Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50 , subject to certain adjustments (the “Bridge Warrants”) and (ii) 30,000 shares of DHAC common stock. As a result of the default, on November 21, 2023, DHAC, VSee and iDoc entered into an exchange agreement (the “Exchange Agreement”) with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc. The Exchange Note will bear interest at a rate of 8% per annum and will be convertible into shares of common stock of the Combined Company at a fixed conversion price of $10.00 per share (see Note 6 – Commitments - Bridge Financing and Bifurcated Derivative for further information). On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000 ) from DHAC with (1) a $111,111 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,556 note purchased at a later date mutually agreed upon by DHAC and the Bridge Investor, which is currently expected to be upon the filing of an amendment to DHAC’s Registration Statement on Form S-4 in connection with the Business Combination (the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10.00 per share (see Note 6 – Commitments - Additional Bridge Financing for further information). Loan Conversions On November 21, 2023, DHAC, VSee, and/or iDoc, as applicable, entered into Securities Purchase Agreements (the “Conversion SPAs”) with various lenders of each of DHAC, VSee and iDoc, pursuant to which certain indebtedness owed by DHAC, VSee and iDoc will be converted into Series A Preferred Stock of DHAC at the closing of the Business Combination. On November 21, 2023, DHAC and VSee entered into a Conversion SPA with Whacky — a Sponsor Affiliate, pursuant to which certain loans incurred by VSee to Whacky in the aggregate amount of $220,000 will be converted into Series A Preferred Shares at the Closing. On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Mark E. Munro Charitable Remainder Unitrust (“Munro Trust”) — a Sponsor Affiliate, pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $300,000 will be converted into Series A Shares at the Closing. On November 21, 2023, DHAC and VSee, entered into a Conversion SPA with the Bridge Investor who is also an investor in the Sponsor, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 – Subsequent Events), pursuant to which certain loans incurred by VSee to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Combined Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing. On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Tidewater — a Sponsor Affiliate, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 – Subsequent Events), pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 will be convertible into the Combined Company’s Common Stock following the Closing. On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with the Bridge Investor who is also an investor in the Sponsor, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 – Subsequent Events), pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Combined Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing. Quantum Financing Securities Purchase Agreement On November 21, 2023, DHAC entered into the Quantum Purchase Agreement, pursuant to which the Quantum Investor subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000 (see Note 6 – Commitments - Quantum Financing Securities Purchase Agreement for further information). Equity Financing On November 21, 2023, DHAC entered into the Equity Purchase Agreement with an affiliate of the Bridge Investor pursuant to which DHAC may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Combined Company’s common stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing (see Note 6 – Commitments - Equity Financing for further information). 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 year ended December 31, 2023, the Company incurred $120,000 , of which $55,500 are included in accrued expenses in the accompanying consolidated balance sheets as of December 31, 2023. For the year ended December 31, 2022, the Company incurred $ 120,000 , of which $ 10,550 is included in accrued expenses in the accompanying consolidated balance sheets as of December 31, 2022. 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	12 Months Ended
	Dec. 31, 2023
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Initial Public Offering 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 “piggyback” 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. The Company executed a Securities Purchase Agreement (the “A.G.P. Securities Purchase Agreement”) dated November 3, 2022 with A.G.P., which was amended on November 21, 2023, whereby A.G.P. subscribed for and will purchase, and DHAC will issue and sell, at the closing of the Business Combination, 4,370 shares of Series A Preferred Stock (“Series A Shares”) convertible into shares of DHAC common stock. The purchase price for the Series A Shares will be paid by conversion of A.G.P.’s $4,370,000 deferred underwriting fee into such Series A Shares. The Certificate of Designation of the Series A Preferred Stock establishes the terms and conditions of the Series A Preferred Stock. The Company reviewed the Series A Preferred Stock under ASC 480 and ASC 815 and concluded that Series A Preferred Stock did not include any elements that would preclude them from equity treatment and therefore are not subject to the liability treatment under ASC 480 or derivative guidance under ASC 815. ​ The Business Combination Agreement On June 15, 2022, Digital Health Acquisition Corp (“DHAC”) entered into the Business Combination Agreement, with Merger Sub I, Merger Sub II, VSee and iDoc. On August 9, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the First Amended and Restated Business Combination Agreement to provide for the concurrent execution of financing documents for a PIPE consisting of convertible notes and warrants and delivery of the Cassel Salpeter’s opinion to the Board. On October 6, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into a Second Amended and Restated Business Combination Agreement to make the consideration payable to VSee and iDoc stockholders 100% DHAC common stock and to provide for the concurrent execution of amended PIPE financing documents providing for the issuance of the shares and warrants to the PIPE investors. On November 3, 2022, the parties entered into a First Amendment to the Second Amended and Restated Business Combination Agreement to remove a closing condition that DHAC have at least $10 million in cash proceeds from the transactions at closing. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since a closing condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing. Accordingly, the PIPE financing was terminated. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the Third Amended and Restated Business Combination Agreement (as amended and restated, the “Business Combination Agreement”) to, among other things, provide for the removal of the PIPE financing and the concurrent execution of the Additional Bridge Financing, the Exchange Financing, the Quantum Financing, the Equity Financing and the Loan Conversions, which are described in Note 6 - Commitments. Pursuant to the terms of the Business Combination Agreement, a business combination by and among DHAC, VSee and iDoc will be effected through the merger of Merger Sub I with and into VSee, with VSee surviving the Merger as a wholly owned subsidiary of DHAC and the merger of Merger Sub II with and into iDoc, with iDoc surviving the Merger as a wholly owned subsidiary of DHAC. The Board of Directors of DHAC (the “Board”) has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of DHAC. The Merger Consideration The Business Combination combined equity value of VSee and iDoc is $110 million. At the Closing, each of VSee and iDoc will convert each share of VSee and iDoc capital stock (excluding shares of the holders who perfect rights of appraisal under Delaware or Texas law, as the case may be) into the right to receive the applicable merger consideration as further described below. ● VSee Merger Consideration The aggregate merger consideration that the holders of VSee Class A Common Stock (including the holders of VSee Preferred Stock as converted and holders of VSee Class A Common Stock in connection with the TAD Exchange) as of the Effective Time are entitled to receive in the Business Combination, referred to as the “VSee Class A Consideration,” is an amount equal to (1) $60,500,000 , minus (2) an amount equal to the Effective Time Option Grants multiplied by $10 , minus (3) the aggregate amount of VSee’s transaction expenses. “Effective Time Option Grants” refer to the stock options with an exercise price of $10 per share pursuant to the VSee Incentive Plan to the individuals, in the amounts, and on the terms set forth on Exhibit E to the Business Combination Agreement. 100% of the VSee Closing Consideration will be paid in shares of Company Common Stock in accordance with the terms of the Business Combination Agreement and subject to deductions for the VSee Indemnity Escrow Amount. The “VSee Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the VSee Class A Closing Consideration, divided by (2) the total number of VSee Class A Outstanding Shares, divided by (b) 10. “VSee Class A Outstanding Shares” refer to the total number of shares of VSee Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted to VSee Class A Common Stock basis, and including, without limitation or duplication, the number of shares of VSee Class A Common Stock issuable upon conversion of the VSee Preferred Stock and upon closing of the TAD Exchange, which refers to a transaction where This American Doc, Inc. becomes a wholly owned subsidiary of VSee immediately prior to the consummation of the Business Combination. ● iDoc Merger Consideration The aggregate merger consideration that the holders of iDoc Class A Common Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “iDoc Class A Closing Consideration,” is an amount equal to (1) $49,500,000 , minus (2) the aggregate amount of iDoc’s transaction expenses. 100% of the iDoc Closing Consideration will be paid in shares of Company Common Stock in accordance with the terms of the Business Combination Agreement and subject to deductions for the iDoc Indemnity Escrow Amount as described below. The “iDoc Per Share Class A Consideration” refers to a number of shares of Common Stock equal to (a) (1) the iDoc Class A Closing Consideration, divided by (2) the total number of iDoc Class A Outstanding Shares, divided by (b) 10. “iDoc Class A Outstanding Shares” refer to the total number of shares of iDoc Class A Common Stock outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted to iDoc Class A Common Stock basis. 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) the delivery of applicable closing deliverables. 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 approval by the Nasdaq Capital Market of DHAC’s listing application in connection with the Business Combination and (ii) the DHAC board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement. Third Amended and Restated Transaction Support Agreement On November 21, 2023, the parties to the Business Combination Agreement entered into the Third Amended and Restated Business Combination Agreement, pursuant to which the Second A&R Business Combination Agreement was amended and restated to provide for, among other things, the concurrent execution of the other agreements and transactions described as below. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination” and the closing and closing date of the Business Combination are referred to as the “Closing” and the “Closing Date,” respectively. In connection with the execution of the Business Combination Agreement, DHAC, Milton Chen, the Executive Vice Chairman of VSee, Dr. Imoigele Aisiku, the Executive Chairman of the Board of Directors of iDoc, and certain other stockholders of VSee and iDoc (collectively, the “Supporting Stockholders”) entered into a Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023 (the “Transaction Support Agreement”) which amended and restated the Second Amended and Restated Transaction Support Agreement executed on October 6, 2022, pursuant to which the Supporting Stockholders have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the Business Combination at DHAC’s stockholder meeting; (ii) not affect any sale or distribution of any shares of capital stock of DHAC, VSee, or iDoc; and (iii) take or cause to be done such further acts and things as may be reasonably necessary or advisable to cause the parties to fulfill their respective obligations under the Business Combination Agreement and consummate the Business Combination. VSee Health, Inc. Incentive Plan DHAC has agreed to approve and adopt the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing Business Combination 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 outstanding following the closing after giving effect to the Business Combination, including without limitation, the PIPE Financing. 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. PIPE Securities Purchase Agreement In connection with the execution of the Business Combination Agreement, DHAC executed an Amended and Restated Securities Purchase Agreement (as amended, the “PIPE Securities Purchase Agreement” or “PIPE Forward Contract”) dated October 6, 2022 with certain PIPE Investors whereby the PIPE Investors subscribed for and will purchase, and DHAC will issue and sell, (i) 8,000 shares of Series A Preferred Stock (“Initial PIPE Shares”) convertible into shares of DHAC common stock and (ii) warrants (“Initial PIPE Warrants”) exercisable for 424,000 shares of DHAC Common Stock (such transactions, the “Initial PIPE Financing”) for aggregate proceeds of at least $8,000,000 . 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 Purchase 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 initial date after the Closing that no PIPE Shares remain outstanding, and (II) the date of the consummation of a Subsequent Placement by the Company with gross proceeds, paid in cash, of at least $5,000,000 , 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 Aggregate Closing PIPE Proceeds will be a part of the aggregate cash proceeds available for release to DHAC, Merger Sub I, and Merger Sub II in connection with the transactions contemplated by the Business Combination Agreement. The PIPE Warrants are exercisable into shares of DHAC Common Stock at a price of $12.50 per share and expire 5 years from the date of issuance. The PIPE Shares are convertible into shares of DHAC Common Stock at a price of $10.00 per share, subject to certain adjustments. The Certificate of Designation of the Series A Preferred Stock establishes the terms and conditions of the Series A Preferred Stock. The Company reviewed the PIPE Securities Purchase Agreement’s underlying securities under ASC 480 and ASC 815 and concluded that Series Preferred A Stock includes a contingent redemption that would require temporary equity treatment at issuance and the warrants do not have any elements that would preclude them from equity treatment and therefore are not subject to the derivative guidance under ASC 815. However, under ASC 480-10-55-33, a forward contract that permits the holder to purchase redeemable shares (the Series A Preferred Stock) is a liability pursuant to ASC 480 because (1) the forward contract itself is indexed to an underlying share (i.e., the option’s value varies with the fair value of the share) that embodies the issuer’s obligation to repurchase the share and (2) the issuer has a conditional obligation to transfer assets if the shares are put back. Accordingly, the Company determined the fair value of the PIPE Forward Contract and noted the value at the October 6, 2022, the executed date of agreement was zero. As of December 31, 2023, the value of the PIPE Forward Contract was $0 (see Note 10 — Fair Value Measurements for additional disclosure on the PIPE Forward Contract). On April 11, 2023 but effective March 31, 2023, the Company entered into an amendment to the PIPE Securities Purchase Agreement to, among other things, (a) amend and restate the form of Certificate of Designation of the Series A Preferred Stock to provide the aggregate number of shares of Series A Preferred Stock issuable thereunder shall not exceed 15,000 , (b) amend and restate the form of PIPE Warrant to correct an error in the redemption provision of the PIPE Warrants, and (c) revise certain closing conditions for the PIPE Financing. As previously disclosed in its Current Report on Form 8-K filed on April 12, 2023, the Company and each of the PIPE Investors entered into amendments to the PIPE SPA to, among other things, add a closing condition providing that the closing date of the business combination shall occur on or prior to July 10, 2023 (the “Outside Date Closing Condition”). In connection with the closing of the transactions contemplated by the PIPE Securities Purchase Agreement, DHAC and the PIPE Investors will enter into the registration rights agreement (the “PIPE Registration Rights Agreement”). The PIPE Registration Rights Agreement provides the PIPE Investors with customary registration rights with respect to the shares of Common Stock underlying the PIPE Shares and PIPE Warrants issued to the PIPE Investors. Pursuant to the PIPE Securities Purchase Agreement, certain of DHAC’s stockholders agreed to enter into a lock-up agreement (the “PIPE Lock-Up Agreement”) with DHAC. 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 earliest of (i) eight months after the Closing Date, or (ii) on the trading day after DHAC’s Common Stock exceeds $12.50 (as adjusted for any stock splits, stock dividends, stock combinations recapitalizations and similar events) for a period of twenty consecutive trading days after the Closing Date. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing. Backstop Agreement On January 18, 2023, DHAC and the Sponsor entered into a Backstop Agreement (the “Backstop Agreement”) pursuant to which DHAC agreed to offer on or prior to the closing of the Business Combination the PIPE Investors the option to purchase up to an additional 2,000 shares of Series A Preferred Stock initially convertible into 234,260 shares of DHAC common stock (the “Additional PIPE Shares” and together with the Initial PIPE Shares, the “PIPE Shares”), together with additional warrants to purchase up to 106,000 shares of DHAC common stock (the “Additional PIPE Warrants” and together with the Initial PIPE Warrants, the “PIPE Warrants”; the Additional PIPE Shares and Additional PIPE Warrants are referred to as the “Additional PIPE Securities”) pursuant to a participation right granted to the PIPE Investors under the PIPE Securities Purchase Agreement, in each case, on the same terms and conditions set forth in the PIPE Securities Purchase Agreement for an aggregate purchase price of up to $2,000,000 (such proceeds together with the proceeds from the Initial PIPE Financing, as increased pursuant to the amendment to the Backstop Agreement described below, the “Aggregate Closing PIPE Proceeds”). Pursuant to the Backstop Agreement, if the PIPE Investors do not elect to purchase all of the Additional PIPE Securities, the Sponsor has agreed to purchase any such unsubscribed Additional PIPE Securities concurrent with the closing of the transactions contemplated by the PIPE Securities Purchase Agreement on the same terms and conditions set forth in the PIPE Securities Purchase Agreement. On April 11, 2023 but effective March 31, 2023, the Sponsor and DHAC entered into an amendment to the Backstop Agreement to increase the Additional PIPE Shares that may be purchased pursuant to the Backstop Agreement from 2,000 shares of Series A Preferred Stock to 7,000 shares of Series A Preferred Stock, for an aggregate additional PIPE financing of up to $7,000,000 , increasing the Aggregate Closing PIPE Proceeds to a total of $15,000,000 . Pursuant to the PIPE Securities Purchase Agreement and the Backstop Agreement, each as amended, any purchaser of Additional PIPE Securities will enter into a lock-up agreement with the Company. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing, and, as such the Backstop Agreement is terminated as of July 11, 2023. Bridge Financing and Bifurcated Derivative On October 6, 2022, in connection with the execution of the Business Combination Agreement, DHAC, VSee and iDoc entered into a Securities Purchase Agreement (the “Original Bridge SPA”) with an accredited investor (the “Bridge Investor”) who is also an investor in the Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such Bridge Investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the aggregate principal amount of $ 2,222,222 (the “Bridge Notes”).An amount of $888,889 of the Bridge Note was allocated to DHAC. The Bridge Notes bear guaranteed interest at a rate of 10 % per annum. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50 , subject to certain adjustments (the “Bridge Warrants”) and (ii) 30,000 shares of DHAC common stock (the “Bridge Shares”) as additional consideration for the purchase of the Bridge Notes and Bridge Warrants. If the PIPE Financing closes in connection with the closing of the Business Combination, 110 % of all unpaid principal under the Bridge Notes and guaranteed interest of 10 % are due and payable at the closing of the PIPE Financing. The Company reviewed the warrants and common stock issued in connection with the securities purchase agreement under ASC 815 and concluded that the Bridge Warrants are not in scope of ASC 480 and are not subject to the Derivative guidance under ASC 815. The Bridge Warrants and the Bridge Shares should be recorded as equity. As such the principal value of the Bridge Notes was allocated using the relative fair value basis of all three instruments. As the Bridge Warrants were issued with various instruments the purchase price needs to be allocated using the relative fair value method (i.e., warrant at its fair value and the common stock at its fair value the promissory note at its principal value allocated using the relative fair value of the proceeds received an applied proportionally to the equity classified stock, warrants and promissory note). The Company reviewed the contingent early repayment option granted in the Bridge Notes under ASC 815 and concluded that as a result of the significant discount granted in the note the contingent repayment provision is therefore considered an embedded derivative that should be bifurcated from the debt host. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Notes proceeds between the Bridge Notes and the Bifurcated Derivative, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt. Accordingly, the fair value of the embedded derivative at issuance was $278,404 and the residual value of $610,485 was allocated to the principal balance of the note (see Note 10 — Fair Value Measurements for additional disclosure on the derivative). DHAC as a result received cash proceeds of $738,200 net of $61,800 of direct cost attributable to the financing. The Bridge Warrants and Bridge Shares issued to Bridge Investor were analyzed under ASC 815 and noted there were no elements that would preclude equity treatment. As such the Company recorded the fair value of the Bridge Warrants of $8,552 , net of $613 of offering cost allocated based on the relative value basis and Bridge Shares of $284,424 , net of $20,376 of offering cost allocated based on the relative value basis. As a result, of the bifurcated derivative discussed above, the offering cost allocated to the debt, and the value of the share and warrants granted, the Company recorded amortizable debt discount of $443,665, consisting of $40,811 in financing cost allocated to the Bridge Note, $9,165 the issuance date fair value of the Bridge Warrants, $304,800 the fair value of the Bridge Shares and $88,889 originally issued discount. The Company recognized a total Bridge Note interest expense of $429,007 for the year ended December 31, 2023. In connection with the financing, the Company entered into a Registration Rights Agreement with the Bridge Investor, dated October 5, 2022, which provides that the Company will file a registration statement to register the shares of Common Stock underlying the Bridge Warrants and the Bridge Shares. On October 4, 2023, the Company defaulted on the Bridge Notes, and accordingly, the default provision was allocated and applied resulting in the triggering of 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% , and the Company assumed the penalties and interest which were due and payable under the VSee and iDoc portion of the note, resulting in total amount due of $2,523,744 . As a result, the Company entered into an Exchange Agreement dated November 21, 2023 (the “Exchange Agreement”) with the Bridge Investor and recognized $1,579,927 in default interest. The Bridge Investor, beneficially owns and holds (i) a promissory note of DHAC in the principal amount (including the original issue discount of $88,889 ) of $888,889 (the “DHAC Note”); (ii) a promissory note of VSee in the principal amount (including the original issue discount of $66,667 ) of $666,667 (the “VSee Note”); and (iii) a promissory note of iDoc in the principal amount (including the original issue discount of $66,667 ) of $666,667 (the “iDoc Note”, together with the DHAC Note and the VSee Note, each as further detailed on Schedule I hereto, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744 . Exchange Note Exchange Financing Pursuant to the Exchange Agreement, the Bridge Investor agreed to exchange all amounts currently due and owing under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000.00 thereof, and (iii) the iDoc Note other than the principal amount of $600,000.00 thereof for a senior secured convertible promissory note with an aggregate principle value of $2,523,744 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc. The Exchange Note will bear interest at a rate of 8% per annum and will be convertible into shares of common stock of the Combined Company at a fixed conversion price of $10 per share. The conversion price of the Exchange Note is subject to reset if DHAC’s common stock trades below $10.00 on the 10 th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of DHAC’s common stock in the 10 th trading dates prior to the measurement date and (y) $2.0 . Amounts repaid may not be reborrowed. The Bridge Investor may set off and deduct pursuant to and in accordance with the Exchange Agreement amounts due to the Bridge Investor. The transactions contemplated by the Exchange Agreement and the Exchange Note is hereby referred as the “Exchange Financing.” The monetary amount of the obligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule 2(a) (each, an “Amortization Payment”). As a result of Section 2(a), the Exchange Note represents a debt instrument that the Company must or may settle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the Company, be made in whole or in part, in immediately available Dollars equal to the sum of the Amortization Payment provided for in Schedule 2(a), or, subject to the Company complying with the Equity Conditions on the date of such Amortization Payment, in Common Stock issued at 95% of the lowest VWAP in the prior ten ( 10 ) trading days prior to such Amortization Payment (the “Amortization Conversion Price”) but in no event shall Common Stock be used to make such Amortization Payment if the Amortization Conversion Price is less than $2.00 . The Exchange Note represents share-settled debt that requires or may require the Company to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest. As a result, the Exchange Note is required to be accounted for as a liability under ASC 480. As required under ASC 480, the liability will be re-measured at fair value at each reporting period with the changes in the fair value of the liability recognized in earnings. At November 21, 2023 the Exchange Note was recognized at fair value of $2,523,744 in accordance with ASC 480. As of December 31, 2023, the Exchange Note’s fair value was $2,621,558 . The Company recognized a total Exchange Note interest expense of $22,433 for the year ended December 31, 2023 and the change in fair value of $97,814 . Additional Bridge Financing On November 21, 2023, DHAC entered into an amendment to the Original Bridge SPA (the “Bridge Amendment”), pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount convertible promissory notes in the aggregate principal amount of $166,667 (with a subscription amount of $150,000 ) from the Company with (1) a $111,111 note purchased at signing of the Bridge Letter Agreement, which will mature on May 21, 2025 and (2) a $55,556 note purchased at a later date mutually agreed upon by the Company and the Bridge Investor (the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8% per annum and are convertible into shares of the Company’s common stock, par value $0.0001 , at a fixed conversion price of $10.00 per share. The conversion price of the Additional Bridge Notes is subject to reset if the Company’s Common Stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the Company’s Common Stock in the 10 trading dates prior to the measurement date and (y) $2.00 . In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. As of December 31, 2023, $100,000 has been funded. The transactions contemplated by the Bridge Amendment and the Additional Bridge Note is hereby referred as the “Additional Bridge Financing.” The monetary amount of the obligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule 2(a) (each, an “Amortization Payment”). As a result of Section 2(a), the Additional Bridge Note represents a debt instrument that the Company must or may settle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the Company, be made in whole or in part, in immediately available Dollars equal to the sum of the Amortization Payment provided for in Schedule 2(a), or, subject to the Company complying with the Equity Conditions on the date of such Amortization Payment, in Common Stock issued at 95% of the lowest VWAP in the prior ten ( 10 ) trading days prior to such Amortization Payment (the “Amortization Conversion Price”) but in no event shall Common Stock be used to make such Amortization Payment if the Amortization Conversion Price is less than $2.00 . The Additional Bridge Note represents share-settled debt that requires or may require the Company to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest. As a result, the Senior Secured Convertible Promissory Note is required to be accounted for as a liability under ASC 480. As required under ASC 480, the liability will be re-measured at fair value at each reporting period with the changes in t

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2023
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock 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. On October 6, 2022, in connection with the Original Bridge SPA, 30,000 shares were issued to the Bridge Investor. In February 2023, 20,000 shares were issued to an additional stockholder. On May 5, 2023 in connection with the Extension Purchase Agreement, 7,000 shares were issued to the investor. As of December 31, 2023 and 2022, there were 3,489,000 and 3,462,000 shares of common stock issued and outstanding , respectively, excluding 114,966 and 694,123 shares subject to redemption which were classified outside of permanent deficit on the consolidated balance sheets. 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. Pursuant to the amended and restated certificate of incorporation, if the Company does not consummate its initial business combination within 27 months from the closing of this offering (as extended as of December 31, 2023), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s insiders have agreed to waive their rights to share in any distribution with respect to their insider shares. 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	12 Months Ended
	Dec. 31, 2023
WARRANTS
WARRANTS	NOTE 8. WARRANTS Initial Public Offering Warrants There are 12,057,000 warrants issued and outstanding as of December 31, 2023 and 2022 issued in connection with the Initial Public Offering. 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 anniversary of the completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 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 calls 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. Bridge Warrants On October 6, 2022, 173,913 warrants were issued pursuant to the Bridge Purchase Agreement. The purchase right represented by the Bridge Warrants shall terminate on or before 5:30 p.m., Pacific Time, on the date five years from the date of issuance (the “Expiration Date”). The exercise price at which the Bridge Warrants may be exercised shall be $11.50 per share of Common Stock. If at any time after the date of issuance of the Bridge Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the holder, the Bridge Warrants may be exercised by cashless exercise. In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. Except as provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder of the Company. During the term the Bridge Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of the Bridge Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Bridge Warrants. All shares that may be issued upon the exercise of rights represented by the Bridge Warrants and payment of the Exercise Price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the Bridge Warrants). Prior to the Expiration Date, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of the Bridge Warrants are subject to adjustment from time to time upon the occurrence of any of the following events: (a) In the event that the Company shall at any time after the date of issuance of the Bridge Warrants (i) declare a dividend on Common Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company, then, in each such event, the Exercise Price in effect at the time shall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive after the happening of any of the events described above had such Bridge Warrant been exercised immediately prior to the happening of such event (or any record date with respect thereto). (b) No adjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant shall be required unless such adjustment would require an increase or decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable upon exercise of all Bridge Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) If at any time, as a result of an adjustment, the holder of any Bridge Warrant thereafter exercised shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Bridge Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock receivable upon execution of the Bridge Warrant. (d) Whenever the Exercise Price payable upon exercise of each Bridge Warrant is adjusted, the Warrant Shares shall be adjusted by multiplying the number of shares of Common Stock receivable upon execution of the Bridge Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment, and the denominator of which shall be the Exercise Price as adjusted. (e) In the event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Bridge Warrant shall, after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company, be exercisable, upon the terms and conditions specified in the Bridge Warrant, for the number of shares of stock or other securities or assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Bridge Warrant immediately prior to such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital organization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to holder of each Bridge Warrant the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the Bridge Warrant. (f) If the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities (any such securities, “Variable Price Securities”) after the issuance of the Bridge Warrants that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide notice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of the Bridge Warrant by designating in the exercise form delivered upon any exercise of the Bridge Warrant that solely for purposes of such exercise the holder is relying on the Variable Price rather than the Exercise Price then in effect. (g) In case any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the Bridge Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution, the purchase rights presented by the Bridge Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described therein. The Bridge Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The Company and the holders of the Bridge Warrants consent to the exclusive jurisdiction of the federal courts of the United States sitting in Delaware. Extension Warrants On May 5, 2023, the Company issued 26,086 warrants pursuant to the Extension Purchase Agreement. The purchase right represented by the Extension Warrants shall terminate on the date five years from the date of issuance (the “Expiration Date”). The exercise price at which the Extension Warrants may be exercised shall be $11.50 per share of Common Stock. If at any time after the date of issuance of the Extension Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the holder, the Extension Warrants may be exercised by cashless exercise. In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the exercise price multiplied by such fraction. Except as provided in the Extension Warrants, the Extension Warrant does not entitle its holder to any rights of a stockholder of the Company. During the term, the May 2023 Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of the May 2023 Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Extension Warrants. All shares that may be issued upon the exercise of rights represented by the Extension Warrants and payment of the exercise price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the Extension Warrants). Prior to the Expiration Date, the exercise price and the number of shares of Common Stock purchasable upon the exercise of the Extension Warrants are subject to adjustment from time to time upon the occurrence of any of the following events: (a) In the event that the Company shall at any time after the date of issuance of the Extension Warrants (i) declare a dividend on Common Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company, then, in each such event, the exercise price in effect at the time shall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive after the happening of any of the events described above had such Extension Note Warrant been exercised immediately prior to the happening of such event (or any record date with respect thereto). (b) No adjustment in the number of shares of Common Stock receivable upon exercise of the Extension Warrants shall be required unless such adjustment would require an increase or decrease of at least 0.1% in the aggregate number of shares of Common Stock purchasable upon exercise of all Extension Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) If at any time, as a result of an adjustment, the holder of any Extension Note Warrant thereafter exercised shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Extension Note Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock receivable upon execution of the Extension Warrant. (d) Whenever the exercise price payable upon exercise of each Extension Warrant is adjusted, the Extension Warrant shares shall be adjusted by multiplying the number of shares of Common Stock receivable upon execution of the Extension Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the exercise price in effect immediately prior to such adjustment, and the denominator of which shall be the exercise price as adjusted. (e) In the event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Extension Warrant shall, after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company, be exercisable, upon the terms and conditions specified in the Extension Warrant, for the number of shares of stock or other securities or assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Extension Warrant immediately prior to such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital organization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to holder of each Extension Warrant the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the Extension Warrant. (f) If the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities (any such securities, “Variable Price Securities”) after the issuance of the Extension Warrants that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide notice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the exercise price upon exercise of the Extension Warrant by designating in the exercise form delivered upon any exercise of the Extension Warrant that solely for purposes of such exercise the holder is relying on the Variable Price rather than the exercise price then in effect. (g) In case any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the Extension Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution, the purchase rights presented by the Extension Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described therein. The Extension Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The Company and the holders of the Extension Warrants consent to the exclusive jurisdiction of the federal courts of the United States sitting in Delaware. ​

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2023
INCOME TAX
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets were offset with a valuation allowance resulting in zero deferred tax assets, net of allowance as of December 31, 2023 and 2022. The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets ​ ​ ​ ​ Net operating loss carryforward ​ $ 461,882 ​ $ (379) Start-up/organization expenses ​ 1,622,610 ​ 962,297 Total deferred tax assets ​ ​ 2,084,492 ​ 961,918 Valuation allowance ​ ​ (2,084,492) ​ (961,918) Deferred tax assets, net of allowance ​ $ — ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ 2023 2022 Federal ​ ​ ​ ​ Current ​ $ — ​ $ 187,225 Deferred ​ ​ (926,728) ​ (741,805) ​ ​ ​ ​ ​ ​ ​ State ​ ​ ​ ​ Current ​ ​ — ​ — Deferred ​ ​ (191,524) ​ (153,306) Change in valuation allowance ​ ​ 1,118,252 ​ 895,111 Income tax provision ​ $ — ​ $ 187,225 ​ ​ As of December 31, 2023 and 2022, the Company has $1,822,738 and $0 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $1,118,252 and $895,111 , respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Statutory federal income tax rate ​ 21.0 % 21.0 % State taxes, net of federal tax benefit ​ 4.3 % 4.3 % Change in fair value of Bridge Note – bifurcated derivative ​ 0.7 % (0.7) % Change in fair value of PIPE forward contract derivative ​ 1.0 % (1.4) % Initial fair value of ELOC ​ (1.2) % — ​ Initial fair value of Additional Bridge ​ 0.1 % — ​ Change in fair value of Exchange Note ​ (0.6) % — ​ Change in fair value of ELOC ​ 0.0 % — ​ Change in fair value of Additional Bridge Note ​ 0.0 % — ​ Change in valuation allowance ​ (25.3) % (29.3) % Income tax provision ​ 0.0 % (6.1) % ​ ​ The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. ​

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. 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: On December 31, 2023, assets held in the Trust Account were comprised of $1,368,637 in money market funds primarily invested in U.S. Treasury securities. During the year ended December 31, 2023, the Company did withdrew an amount of $71,436 from the Trust Account to pay tax obligations and $6,796,063 in connection with redemptions. On December 31, 2022, assets held in the Trust Account were comprised of $ 7,527,369 in money market funds primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew $110,472,254 as a result of an aggregate of 10,805,877 shares of common stock redeemed on October 20, 2022 and the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis on December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of securities held in the Trust on December 31, 2023 and, 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2023 ​ Money Market Funds ​ 1 ​ $ 1,368,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2022 Money Market Funds 1 ​ $ 7,527,369 ​ The following table presents fair value information as of December 31, 2023 and 2022 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,872 ​ $ — ​ $ — ​ $ 22,872 ELOC ​ $ 203,720 ​ $ — ​ $ — ​ $ 203,720 Additional Bridge Note ​ $ 102,726 ​ $ — ​ $ — ​ $ 102,726 Exchange Note ​ $ 2,621,558 ​ $ — ​ $ — ​ $ 2,621,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ PIPE Forward Contract ​ $ 170,666 ​ $ — ​ $ — ​ $ 170,666 Bridge Note – Bifurcated Derivative ​ $ 364,711 ​ $ — ​ $ — ​ $ 364,711 ​ Measurement Bridge Note Bifurcated Derivative The Company established the initial fair value for the Bridge Note Bifurcated Derivative as of October 5, 2022, which was the date the Bridge Note was executed. On December 31, 2022, the fair value was remeasured. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Bridge Note Bifurcated Derivative for the initial periods and subsequent measurement periods. As a result of the Exchange Agreement on November 21, 2023, the Bridge Note was extinguished and the Derivative no longer exists. The Bridge Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into PWERM for the Bridge Note Bifurcated Derivative at the termination date of November 21, 2023 and as of December 31, 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, 2023 December 31, 2022 CCC bond rates ​ ​ n/a ​ 15.09 % Risk-free interest rate ​ ​ 5.38 % n/a ​ Stock price ​ $ 12.64 ​ n/a ​ Volatility ​ ​ 0.1 % n/a ​ Weighted term ​ ​ 0.61 ​ n/a ​ Probability of early termination/repayment - business combination not completed ​ — % 5 % Probability of early termination/repayment - business combination completed, or PIPE completed ​ — % 95 % Probability of completing a business combination by March 31, 2023 ​ — % 50 % Probability of completing a business combination by June 30, 2023 ​ — % 50 % ​ Extension Note Bifurcated Derivative The Company established the initial fair value for the Extension Note Bifurcated Derivative as of May 5, 2023, which was the date the Extension Note was executed. On December 31, 2023, the fair value was remeasured. As such, the Company used a Discounted Cash Flow model (“DCF”) that fair values the early termination/repayment features of the debt. The DCF was used to value the Extension Note Bifurcated Derivative for the initial periods and subsequent measurement periods. The Extension Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of May 5, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the DCF model for the Extension Note Bifurcated Derivative were as follows at May 5, 2023, initial value, and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 May 5, 2023 Risk-free interest rate ​ — % 5.13 % CCC bond rates ​ 12.96 % 14.69 % Expected term (years) 0.25 0.38 ​ Probability of completing a business combination by August 30, 2023 — % 25 % Probability of completing a business combination by September 30, 2023 — % 75 % Probability of completing a business combination by December 31, 2023 — % — % Probability of completing a business combination by March 31, 2024 100 % — % ​ PIPE Forward Contract The Company established the initial fair value for the PIPE Forward Contract as of October 6, 2022, which was the date of the PIPE Securities Purchase Agreement was executed. On December 31, 2022, the fair value was remeasured. As such, the Company utilizing a PWERM. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes to value the PIPE Forward Contract for the initial periods and subsequent measurement periods. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing. As a result, the forward contract is terminated and derecognized as of July 11, 2023. The PIPE Forward Contract was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of December 31, 2022 due to the use of unobservable inputs. As a result of the termination of the PIPE Forward Contract on July 11, 2023, the PIPE Forward Contract was derecognized. The key inputs into the PWERM for the PIPE Forward Contract were as follows at June 30, 2023 (as there were no significant transactions or events related to the close of the business combination that would effect the valuation between June 30, 2023 and July 11, 2023, the date the contract was terminated) and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ December 31, 2022 October 6, 2022 Risk-free interest rate 5.43 % 4.76 % 4.00 % Expected term (years) 0.23 ​ 0.37 0.61 ​ Probability of completing a business combination 75 % 95 % 90 % ​ Additional Bridge Note ​ The Company established the initial fair value for the Additional Bridge as of November 21, 2023, which was the date the initial Additional Bridge Note was executed. On December 31, 2023, the fair value was remeasured. As such, the Company used a Monte Carlo model (“MCM”) that fair values the early termination/repayment features of the debt. The MCM was used to value the Additional Bridge Note for the initial periods and subsequent measurement periods. The Additional Bridge Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the Additional Bridge Note were as follows at November 21, 2023, initial value, and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ ​ 5.40 % ​ 5.48 % Expected term (years) ​ ​ 0.25 ​ ​ 0.36 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.7 % ​ 41.5 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 % ​ Exchange Note The Company established the initial fair value for the Exchange Note as of November 21, 2023, which was the date the Exchange Note was executed. On December 31, 2023, the fair value was remeasured. As such, the Company using the MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the Exchange Note for the initial periods and subsequent measurement periods. The Exchange Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the Exchange Note were as follows at November 21, 2023, initial value, and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ ​ 5.21 % ​ 5.48 % Expected term (years) ​ ​ 0.71 ​ ​ 0.61 Volatility ​ ​ 95 % ​ 96 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.54 % ​ 49.17 % Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 % ​ ELOC/Equity Financing The Company established the initial fair value for the ELOC as of November 21, 2023, which was the date the ELOC Equity Purchase Agreement was executed. On December 31, 2023, the fair value was remeasured. As such, the Company using the MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the ELOC for the initial periods and subsequent measurement periods. The ELOC was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the ELOC were as follows at November 21, 2023, initial value, and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ 3.99 % ​ 4.57 % Expected term (years) ​ 3.25 ​ 3.36 Volatility ​ ​ 96.4 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 % ​ Level 3 Changes in Fair Value The change in the fair value of the Level 3 financial liabilities for the period from contract inception through December 31, 2023 and 2022 is summarized as follows: Level 3 Changes in Fair Value of Derivatives for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note - Extension Note - ​ ​ Forward ​ Bifurcated ​ Bifurcated ​ Contract Derivative Derivative Fair value as of December 31, 2022 ​ $ 170,666 ​ $ 364,711 ​ $ — Initial value of Extension Note – Bifurcated Derivative May 5, 2023 ​ — ​ — ​ 24,502 Change in valuation inputs or other assumptions ​ ​ 529,840 ​ ​ (120,267) ​ ​ (1,630) Derecognized value at termination date ​ (700,506) ​ (244,444) ​ — Fair value as of December 31, 2023 ​ $ — ​ $ — ​ $ 22,872 ​ Level 3 Change in Fair Value of Notes for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exchange ​ Additional ​ ​ ​ Note ​ Bridge Note ELOC Fair value as of January 1, 2023 ​ $ — ​ $ — ​ $ — Initial value of Extension Note, Additional Bridge Note and ELOC November 21, 2023 ​ 2,523,744 ​ ​ 100,000 ​ ​ 204,039 Change in valuation inputs or other assumptions ​ (97,814) ​ ​ 2,726 ​ ​ (318) Fair value as of December 31, 2023 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 ​ Level 3 Changes in Fair Value of Derivatives for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note - Extension Note - ​ ​ Forward ​ Bifurcated ​ Bifurcated ​ Contract Derivative Derivative Fair value at October 5, 2022 (Initial measurement) ​ $ — ​ $ 278,404 ​ $ — Fair value at October 6, 2022 (Initial measurement) ​ — ​ — ​ — Change in valuation inputs or other assumptions ​ 170,666 ​ 86,307 ​ — Fair value as of December 31, 2022 ​ $ 170,666 ​ $ 364,711 ​ $ — ​ 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 for the years ended December 31, 2023 and 2022. ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 22, 2024, the Company amended an unsecured promissory note in the aggregate principal amount of $165,000 to M2B Funding Corp., an affiliate of the Sponsor. As a result of the amendment, the Company was to repay the remaining amount due by February 8, 2024. On January 31, 2024, the note was paid in full for a total of $190,750 . On January 22, 2024, the Company and the Bridge Investor entered into a side letter to the registration rights agreement with the Bridge Investor dated October 5, 2022 whereby the Company agreed to register the shares of common stock underlying the Bridge Notes and the Additional Bridge Notes. On January 25, 2024, the Bridge Investor purchased the second Additional Bridge Note in the principal amount of $55,556 from DHAC as contemplated by the Bridge SPA. On February 2, 2024, the Company extended the date by which the Company has to consummate a business combination from February 8, 2024 to May 8, 2024. The extension is the second of four additional three -month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete the business combination. On February 13, 2024, the parties entered into a First Amendment to the Third Amended and Restated Business Combination Agreement to provide that certain indebtedness of VSee and iDoc would be assumed by DHAC and converted into DHAC common stock following the closing instead of being converted into class B common stock of VSee and iDoc prior to the closing. On February 13, 2024, the Company, VSee and/or iDoc, as applicable, amended and restated certain of the Conversion SPAs (the “Amended and Restated Conversion SPAs”) pursuant to which (1) a $600,000 balance of certain indebtedness of VSee will be assumed by the Company and converted into the Company’s common stock after the closing of the business combination; (2) a $600,000 balance certain indebtedness of iDoc will be assumed by the Company and will then be converted into the Company’s common stock subject to executing of certain registration rights agreement and filing of a registration statement thereunder after the closing of the business combination; and (3) certain indebtedness owned by iDoc will be assumed by the Company and will then be converted into the Company’s common stock subject to executing of certain registration rights agreement and filing of a registration statement thereunder after the closing of the business combination. ​ On April 17, 2024, the parties entered into a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend certain termination date therein to June 30, 2024. ​ On April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a Letter Agreement, which amended certain business combination timeline in the Additional Bridge Notes. ​ On April 17, 2024, the parties to the Extension Purchase Agreement and Extension Note executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024. ​

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Going Concern	Liquidity and Going Concern 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 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 consolidated financial statements were issued. As of December 31, 2023, the Company had a cash balance of $ 1,863 and a working capital deficit of $7,982,537 . In addition, in connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution on November 8, 2024 raise 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 of the Company as of December 31, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date or file for an extension.
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 auditor 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 statements 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 warrants were allocated to equity. Offering costs allocated to the common stock issued were initially charged to temporary equity.
Use of Estimates	Use of Estimates The preparation of the 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The most significant accounting estimates were the assumptions used to fair value the PIPE Forward Contract, the Extension Note Bifurcated Derivative, the Bridge Note Bifurcated Derivative, the Additional Bridge Note and the Exchange Note (each term as defined below). 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 no t have any cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. 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 sold in the Initial Public Offering 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 December 31, 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s 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 December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the consolidated balance sheets 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, December 31, 2021 ​ ​ 116,725,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,142,603 Less: ​ ​ ​ Redemptions ​ ​ (110,472,254) Common stock subject to possible redemption, December 31, 2022 ​ ​ 7,395,349 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 682,671 Less: ​ ​ ​ Redemptions ​ ​ (6,796,063) Common stock subject to possible redemption, December 31, 2023 ​ $ 1,281,957
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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. The Company’s effective tax rate was 0.0% and 6.1% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the years ended December 31, 2023 and 2022 due to 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 December 31, 2023 and 2022. 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 has been 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. 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 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 (iii) the Bridge Notes and the Extension Note because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,256,999 shares of common stock in the aggregate. As of December 31, 2023 and 2022, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock 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 years ended December 31, ​ 2023 2022 ​ Common Stock Common Stock Basic and diluted net loss per of common stock ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,413,866) ​ $ (3,242,501) Denominator: ​ ​ Basic and diluted weighted average common shares outstanding ​ 4,096,353 ​ 12,741,219 Basic and diluted net loss per common share ​ $ (1.08) ​ $ (0.25)
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at a financial institutions which throughout the year regularly exceeded the federally insured limited of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
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 FASB 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 has analyzed the Public Warrants, Private Warrants, Bridge Warrants and the Extension 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.
Financial Instruments	Financial Instruments The Company evaluates its financial instruments to determine if such instruments should be accounted for as a liability under ASC 480 or if they are derivatives or contain features that qualify as bifurcated derivatives in accordance with ASC 815. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the PIPE financing agreement is a derivative instrument, the Bridge Notes and the Extension Note’s early redemption provisions are embedded feature that are required to be bifurcated as a derivative. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of debt into its debt and bifurcated derivative components. The Company applies this guidance to allocate the Bridge Notes and the Extension Note proceeds between the Bridge Notes and the Extension Note, respectively, and the respective bifurcated derivative, using the residual method by allocating the principal first to fair value of the bifurcated derivative and then to the debt. The Exchange Note and the Additional Bridge Note represent share-settled debt that requires or may require the Company to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest. As a result, the Exchange Note and the Additional Bridge Note are required to be accounted for as a liability under ASC 480. As required under ASC 480, the liabilities will be re-measured at fair value at each reporting period with the changes in the fair value of the liabilities recognized in earnings.
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 Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) . This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. 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 consolidated financial statements.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company held a meeting on November 6, 2023 to vote on a proposal to amend the Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from November 8, 2023 to February 8, 2024, with additional extensions up to November 8, 2024. In connection with the meeting, 579,157 shares of the Company’s common stock were redeemed with a total redemption payment of $6,462,504 . As a result, the Company booked a liability of $72,396 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable. ​

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of common stock subject to possible redemption	​ ​ ​ ​ ​ 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, December 31, 2021 ​ ​ 116,725,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 1,142,603 Less: ​ ​ ​ Redemptions ​ ​ (110,472,254) Common stock subject to possible redemption, December 31, 2022 ​ ​ 7,395,349 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 682,671 Less: ​ ​ ​ Redemptions ​ ​ (6,796,063) Common stock subject to possible redemption, December 31, 2023 ​ $ 1,281,957
Schedule 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 years ended December 31, ​ 2023 2022 ​ Common Stock Common Stock Basic and diluted net loss per of common stock ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,413,866) ​ $ (3,242,501) Denominator: ​ ​ Basic and diluted weighted average common shares outstanding ​ 4,096,353 ​ 12,741,219 Basic and diluted net loss per common share ​ $ (1.08) ​ $ (0.25)

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2023
INCOME TAX
Schedule of net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets ​ ​ ​ ​ Net operating loss carryforward ​ $ 461,882 ​ $ (379) Start-up/organization expenses ​ 1,622,610 ​ 962,297 Total deferred tax assets ​ ​ 2,084,492 ​ 961,918 Valuation allowance ​ ​ (2,084,492) ​ (961,918) Deferred tax assets, net of allowance ​ $ — ​ $ —
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ 2023 2022 Federal ​ ​ ​ ​ Current ​ $ — ​ $ 187,225 Deferred ​ ​ (926,728) ​ (741,805) ​ ​ ​ ​ ​ ​ ​ State ​ ​ ​ ​ Current ​ ​ — ​ — Deferred ​ ​ (191,524) ​ (153,306) Change in valuation allowance ​ ​ 1,118,252 ​ 895,111 Income tax provision ​ $ — ​ $ 187,225
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Statutory federal income tax rate ​ 21.0 % 21.0 % State taxes, net of federal tax benefit ​ 4.3 % 4.3 % Change in fair value of Bridge Note – bifurcated derivative ​ 0.7 % (0.7) % Change in fair value of PIPE forward contract derivative ​ 1.0 % (1.4) % Initial fair value of ELOC ​ (1.2) % — ​ Initial fair value of Additional Bridge ​ 0.1 % — ​ Change in fair value of Exchange Note ​ (0.6) % — ​ Change in fair value of ELOC ​ 0.0 % — ​ Change in fair value of Additional Bridge Note ​ 0.0 % — ​ Change in valuation allowance ​ (25.3) % (29.3) % Income tax provision ​ 0.0 % (6.1) %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Schedule of gross holding loss and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2023 ​ Money Market Funds ​ 1 ​ $ 1,368,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2022 Money Market Funds 1 ​ $ 7,527,369
Schedule of fair value information on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,872 ​ $ — ​ $ — ​ $ 22,872 ELOC ​ $ 203,720 ​ $ — ​ $ — ​ $ 203,720 Additional Bridge Note ​ $ 102,726 ​ $ — ​ $ — ​ $ 102,726 Exchange Note ​ $ 2,621,558 ​ $ — ​ $ — ​ $ 2,621,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ PIPE Forward Contract ​ $ 170,666 ​ $ — ​ $ — ​ $ 170,666 Bridge Note – Bifurcated Derivative ​ $ 364,711 ​ $ — ​ $ — ​ $ 364,711
Schedule of key inputs into the Monte Carlo simulation model for Bridge Note Bifurcated Derivative	​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, 2023 December 31, 2022 CCC bond rates ​ ​ n/a ​ 15.09 % Risk-free interest rate ​ ​ 5.38 % n/a ​ Stock price ​ $ 12.64 ​ n/a ​ Volatility ​ ​ 0.1 % n/a ​ Weighted term ​ ​ 0.61 ​ n/a ​ Probability of early termination/repayment - business combination not completed ​ — % 5 % Probability of early termination/repayment - business combination completed, or PIPE completed ​ — % 95 % Probability of completing a business combination by March 31, 2023 ​ — % 50 % Probability of completing a business combination by June 30, 2023 ​ — % 50 %
Schedule of changes in the fair value of the financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note - Extension Note - ​ ​ Forward ​ Bifurcated ​ Bifurcated ​ Contract Derivative Derivative Fair value as of December 31, 2022 ​ $ 170,666 ​ $ 364,711 ​ $ — Initial value of Extension Note – Bifurcated Derivative May 5, 2023 ​ — ​ — ​ 24,502 Change in valuation inputs or other assumptions ​ ​ 529,840 ​ ​ (120,267) ​ ​ (1,630) Derecognized value at termination date ​ (700,506) ​ (244,444) ​ — Fair value as of December 31, 2023 ​ $ — ​ $ — ​ $ 22,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exchange ​ Additional ​ ​ ​ Note ​ Bridge Note ELOC Fair value as of January 1, 2023 ​ $ — ​ $ — ​ $ — Initial value of Extension Note, Additional Bridge Note and ELOC November 21, 2023 ​ 2,523,744 ​ ​ 100,000 ​ ​ 204,039 Change in valuation inputs or other assumptions ​ (97,814) ​ ​ 2,726 ​ ​ (318) Fair value as of December 31, 2023 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note - Extension Note - ​ ​ Forward ​ Bifurcated ​ Bifurcated ​ Contract Derivative Derivative Fair value at October 5, 2022 (Initial measurement) ​ $ — ​ $ 278,404 ​ $ — Fair value at October 6, 2022 (Initial measurement) ​ — ​ — ​ — Change in valuation inputs or other assumptions ​ 170,666 ​ 86,307 ​ — Fair value as of December 31, 2022 ​ $ 170,666 ​ $ 364,711 ​ $ —
Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the investor note bifurcated derivative, PWERM for the PIPE Forward Contracts, Additional bridge note and exchange note	​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 May 5, 2023 Risk-free interest rate ​ — % 5.13 % CCC bond rates ​ 12.96 % 14.69 % Expected term (years) 0.25 0.38 ​ Probability of completing a business combination by August 30, 2023 — % 25 % Probability of completing a business combination by September 30, 2023 — % 75 % Probability of completing a business combination by December 31, 2023 — % — % Probability of completing a business combination by March 31, 2024 100 % — %
Additional Bridge Note
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the investor note bifurcated derivative, PWERM for the PIPE Forward Contracts, Additional bridge note and exchange note	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ ​ 5.40 % ​ 5.48 % Expected term (years) ​ ​ 0.25 ​ ​ 0.36 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.7 % ​ 41.5 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 %
Exchange Note
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the investor note bifurcated derivative, PWERM for the PIPE Forward Contracts, Additional bridge note and exchange note	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ ​ 5.21 % ​ 5.48 % Expected term (years) ​ ​ 0.71 ​ ​ 0.61 Volatility ​ ​ 95 % ​ 96 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.54 % ​ 49.17 % Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 %
ELOC
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the investor note bifurcated derivative, PWERM for the PIPE Forward Contracts, Additional bridge note and exchange note	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ November 21, 2023 Risk-free interest rate ​ 3.99 % ​ 4.57 % Expected term (years) ​ 3.25 ​ 3.36 Volatility ​ ​ 96.4 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ 80 % ​ 80 %
PIPE Forward Contract
FAIR VALUE MEASUREMENTS
Schedule of key inputs into the investor note bifurcated derivative, PWERM for the PIPE Forward Contracts, Additional bridge note and exchange note	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ December 31, 2022 October 6, 2022 Risk-free interest rate 5.43 % 4.76 % 4.00 % Expected term (years) 0.23 ​ 0.37 0.61 ​ Probability of completing a business combination 75 % 95 % 90 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)

12 Months Ended

Nov. 08, 2023 USD ($) item

Nov. 06, 2023 item shares

Oct. 20, 2023 USD ($) shares

May 23, 2023 USD ($)

Mar. 31, 2023 USD ($)

Oct. 20, 2022 USD ($) item shares

Oct. 06, 2022

Nov. 12, 2021 USD ($)

Nov. 08, 2021 USD ($) $ / shares shares

Dec. 31, 2023 USD ($) item $ / shares shares

Dec. 31, 2022 USD ($) shares

Sep. 08, 2023 USD ($)

Nov. 03, 2022 USD ($)

Oct. 24, 2022 USD ($)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Condition for future Business Combination number of businesses minimum | item

1

Aggregate purchase price

$ 214,200

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

Months to complete acquisition

27 months

Extension period to consummate a business combination

3 months

3 months

Number of extensions to consummate a business combination | item

3

4

3

Aggregate extension period to consummate a business combination

3 months

12 months

9 months

Extension fee payable by Sponsor

$ 350,000

Extension fee

$ 0

Extension fee in case of Form S-4 Registration statement

3 months

Aggregate amount deposited into trust account as extension fees

$ 700,000

Number of remaining shares issued and outstanding entitled to vote Number of remaining shares issued and outstanding entitled to vote | shares

4,156,123

Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust account

80

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

Investment of cash into trust account

$ 350,000

$ 350,000

Threshold consecutive trading days prior to the date of letter

30 days

30 days

Redemption period upon closure

10 days

Maximum allowed dissolution expenses

$ 100,000

Condition for future Business Combination threshold net tangible assets

$ 5,000,001

Cash proceeds from the transactions

$ 10,000,000

Aggregate shares redeemed | shares

10,805,877

10,805,877

Minimum market value of listed securities

$ 15,000,000

$ 50,000,000

Term by which the period to consummate initial business combination extended

3 months

VSee and iDoc

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Percentage of common stock issued as consideration

100%

Common stock subject to possible redemption

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Common stock subject to possible redemption, shares outstanding | shares

114,966

694,123

114,966

694,123

Common Stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate purchase price

$ 2

Common Stock | Common stock subject to possible redemption

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate shares redeemed | shares

579,157

10,805,877

579,157

IPO

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

27 months

IPO | Private Placement Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Purchase price, per unit | $ / shares

$ 10.15

Proceeds from issuance Initial Public Offering

$ 116,725,000

Private Placement | Private Placement Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Warrants to purchase shares of common stock | shares

557,000

Price of warrant | $ / shares

$ 10

Aggregate purchase price

$ 5,570,000

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

27 months

Over-allotment option

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Sale of units, net of underwriting discounts (in shares) | shares

1,500,000

Sponsor

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Purchase price, per unit | $ / shares

$ 10.15

Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)

100%

Sponsor | Promissory Note with Related Party

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate principal amount

$ 350,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)				12 Months Ended
	Nov. 06, 2023	Oct. 20, 2023	Oct. 20, 2022	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 1,863	$ 106,998
Working capital				7,982,537
Cash equivalents				$ 0	$ 0
Effective tax rate				0%	(6.10%)
Statutory federal income tax rate				21%	21%
Unrecognized tax benefits				$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties				$ 0	$ 0
Warrants outstanding				12,057,000	12,057,000
Anti-dilutive securities attributable to warrants (in shares)				0	0
Percentage of common stock shares to be redeemed or repurchased upon failure to consummate business combination				100%
Number of shares redeemed		10,805,877			10,805,877
Excise tax				$ 72,396
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrants outstanding				12,256,999
Common stock subject to possible redemption | Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares redeemed	579,157		10,805,877	579,157
Value of shares redeemed				$ 6,462,504

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Reflected in the Condensed Consolidated Balance Sheet (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Plus:
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349
Common stock subject to possible redemption
Common stock subject to possible redemption reflected on the condensed consolidated balance sheet
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	682,671	1,142,603	21,132,322
Redemptions	(6,796,063)	(110,472,254)
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349	$ 116,725,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per common stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Allocation of net loss	$ (4,413,866)	$ (3,242,501)
Denominator:
Basic weighted average common shares outstanding (in shares)	4,096,353	12,741,219
Diluted weighted average common shares outstanding (in shares)	4,096,353	12,741,219
Basic net loss per common share (in dollars per share)	$ (1.08)	$ (0.25)
Diluted net loss per common share (in dollars per share)	$ (1.08)	$ (0.25)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares		12 Months Ended
	Nov. 08, 2021	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Number of shares for each warrant		1
Exercise price of warrants		$ 11.50
Months to complete acquisition		27 months
Public warrants expiration term		5 years
Public Warrants
INITIAL PUBLIC OFFERING
Threshold trading days for redemption of public warrants		20 days
IPO
INITIAL PUBLIC OFFERING
Number of units sold	11,500,000
Purchase price, per unit	$ 10
Number of shares in a unit	1
Months to complete acquisition	27 months
IPO | Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Number of shares for each warrant	1
Exercise price of warrants	$ 11.50
Threshold trading days for redemption of public warrants	30 days
Months to complete acquisition	12 months
Public warrants expiration term	5 years
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,500,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)			12 Months Ended
	Nov. 12, 2021	Nov. 08, 2021	Dec. 31, 2023
PRIVATE PLACEMENT
Underwriting fees			$ 1,955,000
Months to complete acquisition			27 months
Private Placement | Private Placement Warrants
PRIVATE PLACEMENT
Warrants to purchase shares of common stock		557,000
Price of warrants		$ 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			27 months
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 ($)		12 Months Ended
	Jun. 07, 2021	Dec. 31, 2023	Oct. 31, 2021
RELATED PARTY TRANSACTIONS
Aggregate purchase price		$ 214,200
Founder shares | Sponsor
RELATED PARTY TRANSACTIONS
Number of shares issued	4,312,500
Aggregate purchase price	$ 25,000
Shares subject to forfeiture			1,437,500
Common stock, shares outstanding (in shares)			2,875,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)

12 Months Ended

Feb. 13, 2024

Jan. 31, 2024

Nov. 21, 2023

Oct. 05, 2023

Oct. 04, 2023

Oct. 06, 2022

Nov. 12, 2021

Nov. 08, 2021

Nov. 03, 2021

Dec. 31, 2023

Dec. 31, 2022

May 21, 2025

Aug. 17, 2023

May 05, 2023

Feb. 02, 2023

Oct. 24, 2022

Jun. 07, 2021

RELATED PARTY TRANSACTIONS

Repayment of promissory note - related party

$ 21,066

Advances from related parties

$ 117,871

$ 43,900

Other Liability, Current, Related Party, Type [Extensible Enumeration]

Related party

Related party

Proceeds held in trust account used to repay working capital loans

$ 0

Formation and operational costs

$ 2,593,765

$ 3,594,967

Number of shares per warrant

1

Warrants, exericse price

$ 11.50

Maximum value of shares agreed to be purchased

$ 50,000,000

Period to fulfill shares agreed to be purchased

36 months

Promissory note - M2B

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 165,000

Notes payable current

$ 167,958

Interest expense

22,958

Bridge Notes

RELATED PARTY TRANSACTIONS

Interest expense

429,007

$ 125,980

Number Of Warrants Issued

173,913

Number of shares issued

30,000

Additional Bridge Promissory note

RELATED PARTY TRANSACTIONS

Notes payable current

102,726

Interest expense

12,642

Exchange Note

RELATED PARTY TRANSACTIONS

Notes payable current

2,621,558

Sponsor

RELATED PARTY TRANSACTIONS

Advances from related parties

117,871

Formation and operational costs

$ 402,936

Affiliate of the sponsor | Promissory note

RELATED PARTY TRANSACTIONS

Interest rate (in percent)

10%

Affiliate of the sponsor | Promissory note - M2B

RELATED PARTY TRANSACTIONS

Purchase price

$ 150,000

Legal fee

5,000

Notes discount

15,000

Offering costs

$ 5,000

Notes payable current

167,958

Interest expense

22,958

Affiliate of the sponsor | Promissory note - M2B | Subsequent Event

RELATED PARTY TRANSACTIONS

Repayment of promissory note - related party

$ 190,750

Promissory Note with Related Party | SCS Capital Partners LLC | Promissory note

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 315,000

Promissory Note with Related Party | Sponsor

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 625,000

Repayment of promissory note - related party

$ 602,720

Aggregate principal amount

$ 350,000

Promissory Note with Related Party | Sponsor | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

$ 350,000

Promissory Note with Related Party | Affiliate of the sponsor | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

765,000

Promissory Note with Related Party | Affiliate of the sponsor | Unsecured promissory note | SCS Capital Partners LLC

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 250,000

Promissory Note with Related Party | Affiliate of the sponsor | Promissory note | SCS Capital Partners LLC

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 565,000

$ 200,000

Interest rate (in percent)

10%

Administrative Services Agreement

RELATED PARTY TRANSACTIONS

Expenses per month

$ 10,000

Due to related parties included in accrued expenses

55,500

$ 10,550

Administrative Services Agreement | Affiliate of the sponsor

RELATED PARTY TRANSACTIONS

Administrative fees expense

120,000

120,000

Working capital loans | Working capital loans | Related party

RELATED PARTY TRANSACTIONS

Advances from related parties

0

$ 0

Bridge Securities Purchase Agreement

RELATED PARTY TRANSACTIONS

Notes discount

$ 443,665

Number of shares issued

30,000

Bridge Securities Purchase Agreement | Bridge Notes

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Interest rate (in percent)

10%

Interest expense

429,007

Bridge Securities Purchase Agreement | Bridge Investor | Bridge Notes

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants

RELATED PARTY TRANSACTIONS

Number Of Warrants Issued

173,913

Number of shares per warrant

1

Warrants, exericse price

$ 11.50

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Notes

RELATED PARTY TRANSACTIONS

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Investor | Bridge Notes

RELATED PARTY TRANSACTIONS

Number Of Warrants Issued

173,913

Number of shares per warrant

1

Warrants, exericse price

$ 11.50

Number of shares issued

30,000

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 166,667

Interest rate (in percent)

8%

Interest expense

12,642

Original issue discount (in percent)

10%

Aggregate subscription amount

$ 150,000

Notes purchased on the date of signing

111,111

Notes purchased on the later date

$ 55,556

Common shares, par value, (per share)

$ 0.0001

Conversion price

$ 10

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note | Subsequent Event

RELATED PARTY TRANSACTIONS

Notes purchased on the date of signing

$ 111,111

Exchange Agreement | Bridge Investor | Bridge Notes | iDoc

RELATED PARTY TRANSACTIONS

Nonexchangeable debt

$ 600,000

Exchange Agreement | Bridge Investor | Bridge Notes | VSee

RELATED PARTY TRANSACTIONS

Nonexchangeable debt

600,000

Exchange Agreement | Bridge Investor | Exchange Note

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,523,744

$ 2,523,744

Interest rate (in percent)

8%

8%

Interest expense

$ 22,433

Conversion price

$ 10

$ 10

Conversion Securities Purchase Agreement | iDoc

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 585,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Series A Preferred Stock | iDoc | Whacky

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

300,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Series A Preferred Stock | VSee | Whacky

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

220,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | iDoc | Subsequent Event

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

$ 600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | VSee | Subsequent Event

RELATED PARTY TRANSACTIONS

Debt Conversion, Original Debt, Amount

$ 600,000

Quantum Purchase Agreement | Quantum Investor

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 3,000,000

Original issue discount (in percent)

7%

COMMITMENTS (Details)

COMMITMENTS (Details)				12 Months Ended
	Mar. 31, 2023 USD ($) shares	Jan. 18, 2023 USD ($) shares	Oct. 06, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares D shares	Dec. 31, 2022 USD ($) shares	Nov. 03, 2022 USD ($)	Nov. 03, 2021 item
COMMITMENTS AND CONTINGENCIES
Maximum Number Of Demands For Registration Of Securities | item							2
Deferred underwriting commission, as a percent				3.8
Exercise price of warrants | $ / shares				$ 11.50
Number of shares for each warrant | shares				1
Amount of proceeds received				$ 100,000	$ 800,000
Amount of direct cost attributable to the financing					61,800
Warrants, exercise period				5 years
PIPE Forward Contract					$ 170,666
Bridge Warrants
COMMITMENTS AND CONTINGENCIES
Warrants outstanding			$ 8,552
Net of offering cost			$ 613
Bridge Securities Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares			30,000
Warrants outstanding			$ 284,424
Net of offering cost			20,376
Amortizable debt discount			443,665
Amount of financing costs			$ 40,811
Bridge Securities Purchase Agreement | Bridge Warrants
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares			$ 11.50
Number of shares for each warrant | shares			1
Relative value attributed to the Bridge Shares			$ 304,800
Originally issued discount			88,889
Relative value attributed to the Bridge Warrants			$ 9,165
Warrants, exercise period			5 years
Bridge Notes
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares					30,000
Interest expense				$ 429,007	$ 125,980
Bridge Notes | Bridge Securities Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract			$ 278,404
Interest rate (in percent)			10%
Interest expense				429,007
Principal due			$ 610,485
Amount of proceeds received			738,200
Amount of direct cost attributable to the financing			61,800
Aggregate principal amount			2,222,222
Amount allocated			$ 888,889
Bridge Notes | Bridge Securities Purchase Agreement | Bridge Warrants
COMMITMENTS AND CONTINGENCIES
Original issue discount (in percent)			10%
VSee and iDoc
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration			100%
Aggregate closing PIPE proceeds						$ 10,000,000
Equity value of acquiree				$ 110,000,000
Business Combination Agreement | VSee Health Incentive Plan
COMMITMENTS AND CONTINGENCIES
Percentage of shares reserved for issuance				15%
Business Combination Agreement | iDoc
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration				100%
Numerator for calculation of closing consideration				$ 49,500,000
Business Combination Agreement | VSee
COMMITMENTS AND CONTINGENCIES
Exercise price of stock options | $ / shares				10
Numerator for calculation of closing consideration				$ 60,500,000
Closing consideration, multiplication factor for calculation of amount of stock option exercisable | $ / shares				$ 10
PIPE Securities Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract				$ 0
PIPE Securities Purchase Agreement | PIPE Investors
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares				$ 12.50
Conversion price of convertible notes | $ / shares				$ 10
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 | $ / shares				$ 12.50
Agreement number of consecutive trading days | D				20
Warrants, exercise period				5 years
PIPE Registration Rights Agreement
COMMITMENTS AND CONTINGENCIES
Minimum percentage of shares issuable upon conversion of PIPE shares and warrants				15,000%
Backstop Agreement
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price	$ 15,000,000
Backstop Agreement | Maximum
COMMITMENTS AND CONTINGENCIES
Warrants to purchase shares of common stock | shares		106,000
Additional PIPE financing	$ 7,000,000
Aggregate purchase price		$ 2,000,000
VSee Common Stock | Business Combination Agreement | VSee
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration				100%
Series A Preferred Stock | PIPE Securities Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price				$ 8,000,000
Warrants to purchase shares of common stock | shares				424,000
Series A Preferred Stock | PIPE Securities Purchase Agreement | PIPE Investors
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares				8,000
Series A Preferred Stock | Backstop Agreement
COMMITMENTS AND CONTINGENCIES
Number of preferred stock converted to into common stock | shares		234,260
Number of Shares to be Issued | shares	7,000
Series A Preferred Stock | Backstop Agreement | Maximum
COMMITMENTS AND CONTINGENCIES
Number of Shares to be Issued | shares	2,000	2,000
Series B Preferred Stock | Securities Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares				4,370
Deferred underwriting fee considered for purchase price of shares				$ 4,370,000

COMMITMENTS - Bridge Securities

COMMITMENTS - Bridge Securities Purchase Agreement (Details)		12 Months Ended
	Oct. 06, 2022 USD ($) instrument $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
RELATED PARTY TRANSACTIONS
Number of shares per warrant | shares		1
Warrants, exericse price | $ / shares		$ 11.50
Amount of proceeds received		$ 100,000	$ 800,000
Amount of direct cost attributable to the financing			$ 61,800
Bridge Warrants
RELATED PARTY TRANSACTIONS
Warrants outstanding	$ 8,552
Net of offering cost	$ 613
Bridge Notes
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares			173,913
Number of shares issued | shares			30,000
Interest expenses- Bridge Note		429,007	$ 125,980
Bridge Securities Purchase Agreement
RELATED PARTY TRANSACTIONS
Number of shares issued | shares	30,000
Amortizable debt discount	$ 443,665
Amount of financing costs	40,811
Warrants outstanding	284,424
Net of offering cost	$ 20,376
Bridge Securities Purchase Agreement | Bridge Warrants
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares	173,913
Number of shares per warrant | shares	1
Warrants, exericse price | $ / shares	$ 11.50
Relative value attributed to the Bridge Warrants	$ 9,165
Relative value attributed to the Bridge Shares	304,800
Originally issued discount	88,889
Bridge Securities Purchase Agreement | Bridge Notes
RELATED PARTY TRANSACTIONS
Aggregate principal amount	2,222,222
Amount allocated	$ 888,889
Interest rate (in percent)	10%
Percentage of unpaid principal due and payable if PIPE Financing closes in connection with the closing of the Business Combination	110%
Percentage of unpaid principal due and payable if PIPE Financing closes in connection with the closing of the Business Combination	10%
Number of instruments for which relative fair value basis used | instrument	3
Fair value of PIPE Forward Contract	$ 278,404
Amount of proceeds received	738,200
Amount of direct cost attributable to the financing	61,800
Principal due	$ 610,485
Interest expenses- Bridge Note		$ 429,007
Bridge Securities Purchase Agreement | Bridge Notes | Bridge Warrants
RELATED PARTY TRANSACTIONS
Original issue discount (in percent)	10%

COMMITMENTS - Defaulted Bridge

COMMITMENTS - Defaulted Bridge Notes (Details) - USD ($)			12 Months Ended
	Nov. 21, 2023	Oct. 04, 2023	Dec. 31, 2023
Bridge Notes
Debt instruments
Mandatory default penalty (as a percent)		125%
Late fee (as a percent)		10%
Default interest rate (as a percent)		24%
Total amount due		$ 2,523,744
Interest expense on debt default	$ 1,579,927		$ 1,579,927
Exchange Note
Debt instruments
Aggregate current value	3,723,744
DHAC Note
Debt instruments
Principal due	888,889
Originally issued discount	88,889
VSee Note
Debt instruments
Principal due	666,667
Originally issued discount	66,667
iDoc Note
Debt instruments
Principal due	666,667
Originally issued discount	$ 66,667

COMMITMENTS - Exchange Note Exc

COMMITMENTS - Exchange Note Exchange Financing (Details)		12 Months Ended
	Nov. 21, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($) D $ / shares
Debt instruments
Share price trigger to determine reset of conversion price | $ / shares	$ 3
Exchange Note
Debt instruments
Number of trading days to determine amortization payment | D		10
Aggregate current value	$ 3,723,744
Change in fair value		$ (97,814)
Exchange Note | Bridge Investor | Exchange Agreement
Debt instruments
Aggregate principal amount	$ 2,523,744	$ 2,523,744
Interest rate (in percent)	8%	8%
Conversion price of convertible notes | $ / shares	$ 10	$ 10
Share price trigger to determine reset of conversion price | $ / shares		$ 10
Threshold percentage of stock price trigger to determine reset of conversion price		95%
Maximum reset of conversion price (in dollars per share) | $ / shares		$ 2
Threshold percentage of stock price trigger to determine amortization conversion price		95%
Number of trading days to determine amortization payment | D		10
Minimum conversion price to make amortization payment | $ / shares		$ 2
Aggregate current value	$ 2,523,744	$ 2,621,558
Interest expenses- Bridge Note		22,433
Change in fair value		97,814
VSee Note | Bridge Investor | Exchange Agreement
Debt instruments
Nonexchangeable principal amount of note		600,000
iDoc Note | Bridge Investor | Exchange Agreement
Debt instruments
Nonexchangeable principal amount of note		$ 600,000

COMMITMENTS - Additional Bridge

COMMITMENTS - Additional Bridge Financing (Details)		12 Months Ended
	Nov. 21, 2023 USD ($) D $ / shares	Dec. 31, 2023 USD ($) D $ / shares
Debt instruments
Share price trigger to determine reset of conversion price | $ / shares	$ 3
Proceeds from notes payable		$ 240,000
Additional Bridge Promissory note
Debt instruments
Interest expenses- Bridge Note		12,642
Change in fair value		(2,726)
Additional Bridge Promissory note | Bridge Investor | Bridge Letter Agreement
Debt instruments
Original issue discount (in percent)	10%
Aggregate principal amount	$ 166,667
Aggregate subscription amount	150,000
Notes purchased on the date of signing	111,111
Notes purchased on the later date	$ 55,556
Interest rate (in percent)	8%
Common shares, par value, (per share) | $ / shares	$ 0.0001
Conversion price of convertible notes | $ / shares	10
Share price trigger to determine reset of conversion price | $ / shares	$ 10
Threshold percentage of stock price trigger to determine reset of conversion price	95%
Number of trading days to determine reset of conversion price | D	10
Maximum reset of conversion price (in dollars per share) | $ / shares	$ 2
Payments for optional prepayment as percentage of outstanding obligation	110%
Default interest rate (as a percent)	24%
Mandatory default penalty (as a percent)	125%
Principal due		$ 100,000
Threshold percentage of stock price trigger to determine amortization conversion price		95%
Number of trading days to determine amortization payment | D		10
Minimum conversion price to make amortization payment | $ / shares		$ 2
Proceeds from notes payable	$ 100,000
Original issued discount expensed	11,111
Aggregate current value	$ 100,000	$ 102,726
Interest expenses- Bridge Note		12,642
Change in fair value		$ 2,726

COMMITMENTS - Extension Note (E

COMMITMENTS - Extension Note (Extension Financing) and Bifurcated Derivative (Details) - USD ($)		12 Months Ended
	May 05, 2023	Dec. 31, 2023
Debt instruments
Warrants, exercise period		5 years
Warrants, exericse price		$ 11.50
Cash proceeds from issuance of notes		$ 240,000
Extension Notes
Debt instruments
Original issue discount (in percent)	16.67%
Aggregate principal amount	$ 300,000
Interest rate (in percent)	10%
Fair value of the embedded derivative at issuance	$ 71,755
Amount allocated to the principal balance of the note	228,245
Cash proceeds from issuance of notes	240,000
Direct cost attributable to the financing	10,000
Fair value of shares	76,102
Amortizable debt discount	175,472
Financing cost	56,993
Originally issued discount	$ 50,000
Notes payable net of unamortized debt discount		233,774
Amortized debt discount		97,814
Accrued interest		19,597
Interest expense		$ 133,748
Extension Notes | Extension Shares
Debt instruments
Shares issued as part of commitment	7,000
Offering cost allocated to shares	$ 2,542
Cost for issuance date fair value of the shares	$ 78,349
Extension Notes | Extension Warrants
Debt instruments
Warrants, exercise period	5 years
Warrants to purchase shares of common stock	26,086
Warrants, exericse price	$ 11.50
Fair value of warrants	$ 2,461
Offering cost allocated to warrants	82
Extension Notes | Investor Note Warrants
Debt instruments
Cost for issuance date fair value of the warrants	$ 40,130

COMMITMENTS - Quantum Financing

COMMITMENTS - Quantum Financing Securities Purchase Agreement (Details)	Nov. 21, 2023 USD ($) item $ / shares
Debt instruments
Share price trigger to determine reset of conversion price	$ 3
Quantum Investor | Quantum Purchase Agreement
Debt instruments
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Quantum Note | Quantum Investor | Quantum Purchase Agreement
Debt instruments
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Interest rate (in percent)	12%
Conversion price of convertible notes	$ 10
Percentage of stock price trigger	85%
Threshold trading days | item	7
Share price trigger to determine reset of conversion price	$ 10
Floor average price for share price trigger to determine reset of conversion price	$ 2
Minimum notice period for redemption of notes	10 days
Share price trigger for early redemption of notes	$ 10
Default interest rate (as a percent)	18%

COMMITMENTS - Equity Financing

COMMITMENTS - Equity Financing (Details)	Nov. 21, 2023 USD ($) item D $ / shares
RELATED PARTY TRANSACTIONS
Maximum consecutive days for suspension for use of resale registration statement | item	90
Equity Purchase Agreement
RELATED PARTY TRANSACTIONS
Period agreed to file a resale registration statement (in days)	45 days
Period within which registration statement shall be declared effective (in days)	30 days
Maximum calendar year days for suspension for use of resale registration statement | D	120
Equity Purchase Agreement | Bridge Investor
RELATED PARTY TRANSACTIONS
Maximum amount of shares issuable	$ 50,000,000
Term for shares to be issued	36 months
Equity Purchase Agreement | Bridge Investor | Equity Purchase Commitment Note
RELATED PARTY TRANSACTIONS
Principal amount of debt issuable	$ 500,000
Conversion price of convertible notes | $ / shares	$ 10

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Shares (Details)				1 Months Ended	12 Months Ended
	May 05, 2023 shares	Oct. 06, 2022 shares	Jun. 07, 2021 USD ($) shares	Feb. 28, 2023 shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 08, 2021 shares	Oct. 31, 2021 shares
STOCKHOLDERS' DEFICIT
Aggregate purchase price | $					$ 214,200
Common stock, votes per share | Vote					1
Months to complete acquisition					27 months
Redemption period upon closure					10 days
Common Stock
STOCKHOLDERS' DEFICIT
Number of shares issued	7,000	30,000		20,000	20,000
Aggregate purchase price | $					$ 2
Private Placement
STOCKHOLDERS' DEFICIT
Common stock, shares issued (in shares)							557,000
Sponsor
STOCKHOLDERS' DEFICIT
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)					100%
Founder shares | Sponsor
STOCKHOLDERS' DEFICIT
Number of shares issued			4,312,500
Aggregate purchase price | $			$ 25,000
Shares subject to forfeiture								1,437,500
Common stock, shares outstanding (in shares)								2,875,000
Common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001	$ 0.0001
Common stock subject to possible redemption, issued (in shares)					114,966	694,123
Common Stock Not Subject to Possible Redemption
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)					50,000,000	50,000,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)					3,489,000	3,462,000
Common stock, shares issued (in shares)					3,489,000	3,462,000

WARRANTS (Details)

WARRANTS (Details)		12 Months Ended
	Oct. 06, 2022 $ / shares shares	Dec. 31, 2023 D Vote $ / shares shares	Dec. 31, 2022 shares
WARRANTS
Warrants outstanding | shares		12,057,000	12,057,000
Number of shares for each warrant | shares		1
Warrants, exericse price | $ / 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
Warrant redemption condition minimum share price | $ / shares		$ 18
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 stock, votes per share | Vote		1
Warrant exercise restriction threshold		9.8
Fractional shares issued | shares		0
Private Placement Warrants
WARRANTS
Warrants outstanding | shares		12,256,999
Bridge Warrants | Bridge Securities Purchase Agreement
WARRANTS
Number of shares for each warrant | shares	1
Warrants, exericse price | $ / shares	$ 11.50
Public warrants expiration term	5 years
Minimum percentage of increase or decrease in in aggregate number of shares of Common Stock purchasable upon exercise of all Bridge Warrants for adjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant	0.10%
Public Warrants
WARRANTS
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

WARRANTS - Bridge Warrants (Det

WARRANTS - Bridge Warrants (Details) - $ / shares	May 05, 2023	Dec. 31, 2023
WARRANTS
Warrants, exercise period		5 years
Warrants, exericse price		$ 11.50
Extension Warrants | Extension purchase agreement
WARRANTS
Number of warrants issued	26,086
Warrants, exercise period	5 years
Warrants, exericse price	$ 11.50
Minimum percentage of increase or decrease in in aggregate number of shares of Common Stock purchasable upon exercise of all Bridge Warrants for adjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant	0.10%

INCOME TAX - Schedule of net de

INCOME TAX - Schedule of net deferred tax assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Deferred Tax Assets, Net	$ 0	$ 0
Net operating loss carryforward	461,882	(379)
Start-up/organization expenses	1,622,610	962,297
Total deferred tax assets	2,084,492	961,918
Valuation allowance	$ (2,084,492)	$ (961,918)

INCOME TAX - Schedule of Income

INCOME TAX - Schedule of Income tax provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal
Current		$ 187,225
Deferred	$ (926,728)	(741,805)
State
Deferred	(191,524)	(153,306)
Change in valuation allowance	$ 1,118,252	895,111
Income tax provision		$ 187,225

INCOME TAX - Summary of reconci

INCOME TAX - Summary of reconciliation of the federal income tax rate to the Company's effective tax rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAX
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	4.30%	4.30%
Change in fair value of Bridge Note- bifurcated derivative	0.70%	(0.70%)
Change in fair value of PIPE forward contract derivatives	1%	(1.40%)
Initial fair value of ELOC	(1.20%)
Initial fair value of Additional Bridge	0.10%
Change in fair value of Exchange Note	(0.60%)
Change in fair value of ELOC	0%
Change in fair value of Additional Bridge Note	0%
Change in valuation allowance	(25.30%)	(29.30%)
Income tax provision	0%	(6.10%)

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAX
Operating loss carryforwards	$ 1,822,738	$ 0
Change in valuation allowance	$ 1,118,252	$ 895,111

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)		12 Months Ended
	Oct. 20, 2023	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,368,637	$ 7,527,369
Amount withdrew from Trust Account		71,436	110,472,254
Redemption of common stock		6,796,063	$ 110,472,254
Number of shares redeemed	10,805,877		10,805,877
Transfers between Level 1 and Level 2		0	$ 0
Transfers between Level 2 and Level 1		0	0
Transfers in of level 3		0	0
Transfers Out of level 3		0	0
Money Market Funds
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 | Money Market Funds
FAIR VALUE MEASUREMENTS
Fair Value	$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value information on recurring basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
PIPE Forward Contract		$ 170,666
Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	$ 22,872
ELOC
FAIR VALUE MEASUREMENTS
Fair Value	203,720
Additional Bridge Note
FAIR VALUE MEASUREMENTS
Fair Value	102,726
Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	2,621,558
Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value		364,711
Level 3
FAIR VALUE MEASUREMENTS
PIPE Forward Contract		170,666
Level 3 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	22,872
Level 3 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	203,720
Level 3 | Additional Bridge Note
FAIR VALUE MEASUREMENTS
Fair Value	102,726
Level 3 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	$ 2,621,558
Level 3 | Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value		$ 364,711

FAIR VALUE MEASUREMENTS - Unobs

FAIR VALUE MEASUREMENTS - Unobservable inputs for Bridge Note Bifurcate Derivative (Details) - Bridge Notes	Nov. 21, 2023	Dec. 31, 2022
CCC bond rates
Unobservable inputs
Measurement input of notes payable		0.1509
Risk-free interest rate
Unobservable inputs
Measurement input of notes payable	0.0538
Stock price
Unobservable inputs
Measurement input of notes payable	0.1264
Volatility
Unobservable inputs
Measurement input of notes payable	0.001
Expected term (years)
Unobservable inputs
Measurement input of notes payable	0.0061
Probability of early termination/repayment - business combination not completed
Unobservable inputs
Measurement input of notes payable		0.05
Probability of early termination/repayment - business combination completed, or PIPE completed
Unobservable inputs
Measurement input of notes payable		0.95
Probability of completing a business combination by March 31, 2023
Unobservable inputs
Measurement input of notes payable		0.50
Probability of completing a business combination by June 30, 2023
Unobservable inputs
Measurement input of notes payable		0.50

FAIR VALUE MEASUREMENTS - Uno_2

FAIR VALUE MEASUREMENTS - Unobservable inputs for Extension Note Bifurcated Derivative (Details) - Extension Notes	Dec. 31, 2023	May 05, 2023
Risk-free interest rate
Unobservable inputs
Measurement input of notes payable		0.0513
CCC bond rates
Unobservable inputs
Measurement input of notes payable	0.1296	0.1469
Expected term (years)
Unobservable inputs
Measurement input of notes payable	0.25	0.38
Probability of completing a business combination by August 30, 2023
Unobservable inputs
Measurement input of notes payable		0.25
Probability of completing a business combination by September 30, 2023
Unobservable inputs
Measurement input of notes payable		0.75
Probability of completing a business combination by March 31, 2024
Unobservable inputs
Measurement input of notes payable	1

FAIR VALUE MEASUREMENTS - Uno_3

FAIR VALUE MEASUREMENTS - Unobservable inputs for PIPE Forward Contract (Details) - PIPE Forward Contract	Jun. 30, 2023 Y	Dec. 31, 2022 Y	Oct. 06, 2022 Y
Risk-free interest rate
Unobservable inputs
Measurement input of forward contract	0.0543	0.0476	0.0400
Expected term (years)
Unobservable inputs
Measurement input of forward contract	0.0023	0.0037	0.0061
Probability of completing a business combination
Unobservable inputs
Measurement input of forward contract	0.75	0.95	0.90

FAIR VALUE MEASUREMENTS - Uno_4

FAIR VALUE MEASUREMENTS - Unobservable inputs for Additional Bridge Note (Details) - Additional Bridge Notes	Dec. 31, 2023 $ / shares Y	Nov. 21, 2023 Y $ / shares
Risk-free interest rate
Unobservable inputs
Measurement input of notes payable	0.0540	0.0548
Expected term (years)
Unobservable inputs
Measurement input of notes payable | Y	0.25	0.36
Volatility
Unobservable inputs
Measurement input of notes payable	0.95	0.95
Stock price
Unobservable inputs
Measurement input of notes payable | $ / shares	2	2
Debt discount rate
Unobservable inputs
Measurement input of notes payable	0.397	0.415
Probability of early termination/repayment - business combination not completed
Unobservable inputs
Measurement input of notes payable	0.20	0.20
Probability of completing a business combination by March 31, 2024
Unobservable inputs
Measurement input of notes payable	0.80	0.80

FAIR VALUE MEASUREMENTS - Uno_5

FAIR VALUE MEASUREMENTS - Unobservable inputs for Exchange Note (Details) - Exchange Note	Dec. 31, 2023 Y $ / shares	Nov. 21, 2023 Y $ / shares
Risk-free interest rate
Unobservable inputs
Measurement input of notes payable	0.0521	0.0548
Expected term (years)
Unobservable inputs
Measurement input of notes payable | Y	0.71	0.61
Volatility
Unobservable inputs
Measurement input of notes payable	0.95	0.96
Stock price
Unobservable inputs
Measurement input of notes payable | $ / shares	2	2
Debt discount rate
Unobservable inputs
Measurement input of notes payable	0.4754	0.4917
Probability of completing a business combination by March 31, 2024
Unobservable inputs
Measurement input of notes payable	0.80	0.80

FAIR VALUE MEASUREMENTS - Uno_6

FAIR VALUE MEASUREMENTS - Unobservable inputs for ELOC/Equity Financing (Details) - ELOC	Dec. 31, 2023 Y $ / shares	Nov. 21, 2023 Y $ / shares
Risk-free interest rate
Unobservable inputs
Measurement input of notes payable	0.0399	0.0457
Expected term (years)
Unobservable inputs
Measurement input of notes payable | Y	3.25	3.36
Volatility
Unobservable inputs
Measurement input of notes payable	0.964	0.964
Stock price
Unobservable inputs
Measurement input of notes payable | $ / shares	2	2
Probability of completing a business combination by March 31, 2024
Unobservable inputs
Measurement input of notes payable	0.80	0.80

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the fair value of financial liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Exchange Note
FAIR VALUE MEASUREMENTS
Initial value		$ 2,523,744
Change in valuation inputs or other assumptions		$ (97,814)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment Of Notes
Fair value as of ending		$ 2,621,558
Additional Bridge Note
FAIR VALUE MEASUREMENTS
Initial value		100,000
Change in valuation inputs or other assumptions		2,726
Fair value as of ending		102,726
ELOC
FAIR VALUE MEASUREMENTS
Initial value		204,039
Change in valuation inputs or other assumptions		(318)
Fair value as of ending		203,720
Forward Contract
FAIR VALUE MEASUREMENTS
Fair value as of beginning		170,666
Change in valuation inputs or other assumptions	$ 170,666	529,840
Derecognized value at termination date		(700,506)
Fair value as of ending	170,666
Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair value as of beginning	278,404	364,711
Change in valuation inputs or other assumptions	86,307	(120,267)
Derecognized value at termination date		(244,444)
Fair value as of ending	$ 364,711
Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Initial value		24,502
Change in valuation inputs or other assumptions		(1,630)
Fair value as of ending		$ 22,872

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Feb. 13, 2024 USD ($)	Feb. 02, 2024 item	Jan. 25, 2024 USD ($)	May 23, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Jan. 18, 2023 USD ($) shares	Jan. 31, 2024 USD ($)	Jan. 22, 2024 USD ($)
SUBSEQUENT EVENTS
Minimum market value of listed securities				$ 15,000,000	$ 50,000,000
Backstop Agreement
SUBSEQUENT EVENTS
Aggregate purchase price					$ 15,000,000
Backstop Agreement | Series A Preferred Stock
SUBSEQUENT EVENTS
Number of shares to be issued | shares					7,000
Number of preferred stock converted to into common stock | shares						234,260
Maximum | Backstop Agreement
SUBSEQUENT EVENTS
Warrants to purchase shares of common stock | shares						106,000
Aggregate purchase price						$ 2,000,000
Additional PIPE financing					$ 7,000,000
Maximum | Backstop Agreement | Series A Preferred Stock
SUBSEQUENT EVENTS
Number of shares to be issued | shares					2,000	2,000
VSee Note [Member]
SUBSEQUENT EVENTS
Debt Instrument, to be Converted, After Closing Business Combination	$ 600,000
iDoc Note [Member]
SUBSEQUENT EVENTS
Debt Instrument, to be Converted, After Closing Business Combination	$ 600,000
Subsequent Event
SUBSEQUENT EVENTS
Extension period (in months)		3 months
Number of extensions permitted | item		4
Subsequent Event | Unsecured promissory note
SUBSEQUENT EVENTS
Aggregate principal amount							$ 190,750	$ 165,000
Aggregate purchase price			$ 55,556