Vsee Health (VSEE) S-1 17 Jul 24 IPO registration Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2024
Document and Entity Information [Abstract]
Document Type	S-1
Entity Registrant Name	VSEE HEALTH, INC.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001864531
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 689,280	$ 118,734		$ 230,664
Accounts receivable, net	627,395	628,480		389,453
Prepaids and other current assets	102,325	79,920		139,661
Total current assets	1,419,000	827,134		759,778
Fixed assets, net	11,779	3,657
Deferred tax asset				1,852,826
Total assets	1,430,779	830,791		2,612,604
Current liabilities
Accounts payable and accrued liabilities	1,819,512	1,824,408		721,089
Deferred revenue	1,371,527	802,524		956,561
Due to related party	$ 338,218	$ 338,506		$ 146,322
Due to related party, extensible enumeration	Related party	Related party		Related party
Due on share purchase	$ 135,000	$ 135,000
Embedded derivative				$ 273,534
Contingent liability	600,000	600,000
Loan payable, related party, net of discount	330,000	323,000		110,000
Note payable, net of discount	220,000	220,000		407,131
Total liabilities	4,814,257	4,243,438		2,614,637
Commitments and contingencies (Note 4)
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	1,000	1,000		1,000
Additional paid in capital	6,026,457	6,026,457		6,026,457
Accumulated deficit	(9,117,796)	(9,114,985)		(5,666,895)
Non-controlling interest	(293,299)	(325,279)		(362,755)
Total stockholders' deficit	(3,383,478)	(3,412,647)	$ (458,052)	(2,033)	$ 923,721
Total liabilities and stockholders' deficit	1,430,779	830,791		2,612,604
Series A Preferred Stock
Stockholders' deficit
Preferred stock	37	37		37
Series A-1 Preferred Stock
Stockholders' deficit
Preferred stock	$ 123	$ 123		$ 123

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,701,715	1,701,715	1,701,715
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	18,000,000	18,000,000	18,000,000
Common stock, shares issued (in shares)	9,998,446	9,998,446	9,998,446
Common stock, shares outstanding (in shares)	9,998,446	9,998,446	9,998,446
Series A Preferred Stock
Preferred stock, shares authorized (in shares)	371,715	371,715	371,715
Preferred stock, shares issued (in shares)	371,715	371,715	371,715
Preferred stock, shares outstanding (in shares)	371,715	371,715	371,715
Series A-1 Preferred Stock
Preferred stock, shares authorized (in shares)	1,330,000	1,330,000	1,330,000
Preferred stock, shares issued (in shares)	1,228,492	1,228,492	1,228,492
Preferred stock, shares outstanding (in shares)	1,228,492	1,228,492	1,228,492

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 1,495,995	$ 1,596,268	$ 5,840,889	$ 6,377,760
Cost of goods sold	386,253	575,322	1,933,195	1,542,657
Gross margin	1,109,742	1,020,946	3,907,694	4,835,103
Operating expenses
Compensation and related benefits	893,577	1,335,552	4,417,028	5,015,940
General and administrative	151,348	281,253	962,616	1,283,172
Transaction expenses	26,338	41,286	86,799	216,025
Total operating expenses	1,071,263	1,658,091	5,466,443	6,515,137
Net operating profit (loss)	38,479	(637,145)	(1,558,749)	(1,680,034)
Other income (expenses):
Interest expense	(9,310)	(47,402)	(191,323)	(31,868)
Other (expense) income		19,616	(20,114)	156,516
Change in fair value on embedded derivative		26,069	90,200	(64,731)
Gain on forgiveness of debt			107,862
Total other expenses	(9,310)	(1,717)	(13,375)	59,917
Income (loss) before income taxes	29,169	(638,862)	(1,572,124)	(1,620,117)
Income tax (expense) benefit	0	182,843	(1,838,490)	694,363
Net income (loss)	29,169	(456,019)	(3,410,614)	(925,754)
Net income (loss) attributable to non-controlling interest	31,980	(4,767)	37,476	(89,549)
Net loss attributable to stockholders	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Basic loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Weighted average number of shares outstanding, basic income	9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income	9,998,446	9,998,446	9,998,446	9,998,446

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A-1 Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at the beginning at Dec. 31, 2021	$ 37	$ 123	$ 1,000	$ 6,026,457	$ (4,830,690)	$ (273,206)	$ 923,721
Balance at the beginning (in shares) at Dec. 31, 2021	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(836,205)		(836,205)
Non-controlling interest						(89,549)	(89,549)
Balance at the end at Dec. 31, 2022	$ 37	$ 123	$ 1,000	6,026,457	(5,666,895)	(362,755)	(2,033)
Balance at the end (in shares) at Dec. 31, 2022	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(451,252)		(451,252)
Non-controlling interest						(4,767)	(4,767)
Balance at the end at Mar. 31, 2023	$ 37	$ 123	$ 1,000	6,026,457	(6,118,147)	(367,522)	(458,052)
Balance at the end (in shares) at Mar. 31, 2023	371,715	1,228,492	9,998,446
Balance at the beginning at Dec. 31, 2022	$ 37	$ 123	$ 1,000	6,026,457	(5,666,895)	(362,755)	(2,033)
Balance at the beginning (in shares) at Dec. 31, 2022	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(3,448,090)		(3,448,090)
Non-controlling interest						37,476	37,476
Balance at the end at Dec. 31, 2023	$ 37	$ 123	$ 1,000	6,026,457	(9,114,985)	(325,279)	(3,412,647)
Balance at the end (in shares) at Dec. 31, 2023	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(2,811)		(2,811)
Non-controlling interest						31,980	31,980
Balance at the end at Mar. 31, 2024	$ 37	$ 123	$ 1,000	$ 6,026,457	$ (9,117,796)	$ (293,299)	$ (3,383,478)
Balance at the end (in shares) at Mar. 31, 2024	371,715	1,228,492	9,998,446

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS
Net income (loss)	$ 29,169	$ (456,019)	$ (3,410,614)	$ (925,754)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on note payable	7,000	25,386	93,733	15,934
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Gain on forgiveness of debt			(107,862)
Provision for bad debt	9,201	18,308	32,457	15,131
Depreciation expense	618	47	678	0
Changes in working capital requirements:
Accounts receivable	(8,116)	(92,933)	(271,484)	(118,490)
Prepaids and other current assets	(22,405)	16,150	59,741	5,559
Deferred tax asset		(182,841)	1,852,826	(694,363)
Accounts payable and accrued liabilities	(4,896)	408,549	1,169,983	518,639
Deferred revenue	569,003	(129,418)	(154,037)	146,515
Due to related party	(288)	65,524	192,184	146,322
Net cash from operating activities	579,286	(353,316)	(632,595)	(825,776)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(8,740)	(1,690)	(4,335)
Net cash from financing activities	(8,740)	(1,690)	(4,335)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		200,000	200,000	600,000
Proceeds from loan payable, related party		120,000	190,000	110,000
Proceeds from share purchase liability			135,000
Net cash from financing activities		320,000	525,000	710,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	570,546	(35,006)	(111,930)	(115,776)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	118,734	230,664	230,664	346,440
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 689,280	$ 195,658	$ 118,734	230,664
Supplemental disclosure of cash flow information
Cash paid for income taxes				$ 16,000

Organization and Description of

Organization and Description of Business	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Organization and Description of Business
Organization and Description of Business	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively. Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.

Equity

Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Equity
Equity	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion – Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion –	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting — Dividend — Liquidation — Conversion — Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting — Dividend — Dividends are prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company. Liquidation — Conversion —

Commitments Contingencies and C

Commitments Contingencies and Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments Contingencies and Concentration Risk
Commitments Contingencies and Concentration Risk	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of March 31, 2024 and December 31, 2023, the Company has an unpaid commitment of $382,765 and $410,233, respectively, on this contract. The commitment is not reflected in the condensed consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 81% and 76% of the Company’s total accounts receivable as of March 31, 2024 and December 31, 2023, respectively. The Company has one customer whose revenue accounted for approximately 13% of the Company’s total revenue for the three months ended March 31, 2024. The Company has two customers whose revenue accounted for approximately 21% of the Company’s total revenue for the three months ended March 31, 2023.	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $0 and $90,000 in contingent liabilities reflected in the consolidated financial statements for a legal settlement related to compensation disputes by a former employee. The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2023 and 2022, the Company has an unpaid commitment of $410,233 and $714,555, respectively, on this contract. The commitment is not reflected in the consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 86% The Company has two customers whose revenue accounted for approximately 24% of the Company’s total revenue for the year ended December 31, 2023. The Company has one customer whose revenue accounted for approximately 11% of the Company’s total revenue for the year ended December 31, 2022.

Fixed Assets

Fixed Assets	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets
Fixed Assets	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657 ​ During the three months ended March 31, 2024, the Company purchased office and medical equipment with a useful life of 3 years. Depreciation expense totaling $618 and $47 was recorded during the three months ended March 31, 2024 and 2023, respectively.	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ — ​ During the year ended December 31, 2023, the Company purchased medical equipment with a useful life of 3 years. Depreciation expense totaling $678 and $0 was recorded during the years ended December 31, 2023 and 2022, respectively.

Related Party

Related Party	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party
Related Party	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.

Simple Agreement for Future Equ

Simple Agreement for Future Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Simple Agreement for Future Equity
Simple Agreement for Future Equity	Note 7 Simple Agreement for Future Equity On August 1, 2023, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $135,000. The SAFE is considered a mandatorily redeemable financial instrument under ASC 480-10-15-8. Per section 1 (a) of the SAFE “If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price”. The fixed monetary amount known at inception (i.e., “Purchase Amount” of $135,000) embodies an obligation that the issuer must or may settle by issuing a variable number of shares, based on the safe price which is defined as “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.” Since the capitalization can change through the termination events, the shares to be issued can vary. The SAFE may require the issuer to redeem the instrument for cash upon a change of control. The SAFE is classified and recorded as a liability under ASC 480-10-25-8 because a change of control is an event that is considered not under the sole control of the issuer.	Note 7 Simple Agreement for Future Equity On August 1, 2023, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $135,000. The SAFE is considered a mandatorily redeemable financial instrument under ASC 480-10-15-8. Per section 1 (a) of the SAFE “If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price”. The fixed monetary amount known at inception (i.e., “Purchase Amount” of $135,000) embodies an obligation that the issuer must or may settle by issuing a variable number of shares, based on the safe price which is defined as “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.” Since the capitalization can change through the termination events, the shares to be issued can vary. The SAFE may require the issuer to redeem the instrument for cash upon a change of control. The SAFE is classified and recorded as a liability under ASC 480-10-25-8 because a change of control is an event that is considered not under the sole control of the issuer.

Income Taxes

Income Taxes	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes
Income Taxes	Note 8 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​ For the three months ended March 31, 2024, the Company recorded income tax benefit of $0 for continuing operations. The effective tax rate of 0% for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals and entertainment and changes in valuation allowance. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024, the Company has no unrecognized income tax benefits.	Note 8 Income Taxes The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363 ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363 ​ Deferred Tax Deferred tax is comprised of the following as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826 ​ Reconciliation of deferred tax assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826 ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of California tax losses totaling $8.8 million and $7.1 million, respectively which have an unlimited carryover period for federal and 20 years for state. State of California losses begin to expire in 2037. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate. The company recorded a valuation allowance of $2,463,599 on their deferred tax assets as there not enough positive evidence to support their utilization.

Note Payable

Note Payable	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Note Payable
Note Payable	Note 9 Note Payable The following is a summary of notes payable as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000 ​ As of March 31, 2024, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. No amortized debt discount and interest were recognized during the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in accrued interest for a total Bridge note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $220,000. No amortized debt discount and interest were recognized on the loan during the three months ended March 31, 2024. The Company recognized $8,136 of amortized debt discount and $5,280 in accrued interest for a total Bridge note interest expense of $13,416 for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $12,980 in accrued interest, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 9 Note Payable The following is a summary of notes payable as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131 ​ As of December 31, 2023, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,734 of amortized debt discount and $50,731 in interest for a total Bridge note interest expense of $101,465 for the year ended December 31, 2023. The Company recognized $15,934 of amortized debt discount for the year ended December 31, 2022. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and December 31, 2022, respectively. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $220,000. The Company recognized $20,000 of amortized debt discount and $12,980 in accrued interest for a total interest expense of $32,980 for the year ended December 31, 2023.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements
Fair Value Measurements	Note 10 Fair Value Measurements 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 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 ​ Measurement Bridge Note Embedded Derivative The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. 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 Embedded Derivative for the initial periods and subsequent measurement periods. The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 % ​ The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2023 and 2022.

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP.	Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services.	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively.
Prepaid Assets	Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations.	Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options
Fixed Assets	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.

Fixed Assets (Tables)

Fixed Assets (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets
Schedule of components of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ —

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363
Tabular disclosure of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826
Schedule of reconciliation of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826

Note Payable (Tables)

Note Payable (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Note Payable
Schedule of the note payable	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000	​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements
Schedule of financial liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534
Schedule of key inputs into the simulation model for the Bridge Note Embedded Derivative	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 %
Schedule of change in the fair value of the Level 3 financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Transaction expenses related to the business combination	$ 26,338	$ 41,286	$ 86,799	$ 216,025
Credit loss on accounts receivable			0	0
Allowance for doubtful accounts	$ 32,457		$ 32,457	$ 0
Useful life of asset	3 years		3 years
TAD
Summary of Significant Accounting Policies
Percentage of ownership interest in VSee Lab	53.80%		53.80%

Equity (Details)

Equity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Equity
Preferred stock, shares authorized (in shares)	1,701,715	1,701,715	1,701,715
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Series A Preferred Stock
Equity
Preferred stock, shares authorized (in shares)	371,715	371,715	371,715
Preferred stock, annual rate of dividend per share (in dollars per share)	$ 0.0484	$ 0.0484
Series A-1 Preferred Stock
Equity
Preferred stock, shares authorized (in shares)	1,330,000	1,330,000	1,330,000
Preferred stock, annual rate of dividend per share (in dollars per share)	$ 0.239	$ 0.239

Commitments Contingencies and_2

Commitments Contingencies and Concentration Risk - Contingencies (Details) - USD ($)	Nov. 21, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments Contingencies and Concentration Risk
Contingent liabilities for a legal settlement related to compensation disputes by a former employee			$ 0	$ 90,000
Unpaid commitment		$ 382,765	$ 410,233	$ 714,555
Common stock shares agreed to sell	300,000
Price per share	$ 2
Original issue discount	$ 66,667
Principal amount Bridge note exchanged with common stock	$ 600,000

Commitments Contingencies and_3

Commitments Contingencies and Concentration Risk - Major Customer Concentration (Details) - Customer concentration - customer	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable | Five customers
Major Customer Concentration
Percentage of concentration risk	81%		76%
Number of customers	5		5
Accounts receivable | Four customers
Major Customer Concentration
Percentage of concentration risk				66%
Number of customers				4
Revenues | Two customers
Major Customer Concentration
Percentage of concentration risk		21%	24%
Number of customers		2	2
Revenues | One customer
Major Customer Concentration
Percentage of concentration risk	13%			11%
Number of customers	1			1

Fixed Assets (Details)

Fixed Assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fixed Assets
Fixed Assets, gross	$ 13,075		$ 4,335
Less accumulated depreciation	(1,296)		(678)
Fixed Assets, net	$ 11,779		$ 3,657
Useful life of asset	3 years		3 years
Depreciation expense	$ 618	$ 47	$ 678	$ 0
Office equipment
Fixed Assets
Fixed Assets, gross	5,932		3,335
Medical equipment
Fixed Assets
Fixed Assets, gross	$ 7,143		$ 1,000
Useful life of asset	3 years		3 years

Related Party (Details)

Related Party (Details) - USD ($)			3 Months Ended		12 Months Ended
	Dec. 26, 2023	Mar. 29, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party
Proceeds from related party towards future operating expenses						$ 127,710
Proceeds from related party towards operating expenses			$ 0		$ 192,184	18,612
Due to related party			$ 338,218		$ 338,506	$ 146,322
Due to related party, extensible enumeration			Related party		Related party	Related party
Loans received				$ 120,000	$ 190,000	$ 110,000
Related party promissory note net of unamortized debt discount			$ 220,000		220,000	407,131
Amortization of discount on note payable			7,000	25,386	93,733	15,934
CEO
Related Party
Loans received						110,000
CEO | Related party promissory note, one
Related Party
Original issue discount (in percent)		10%
Principal balance		$ 121,000
Annual fixed rate (in percent)		12%
Default interest rate (in percent)		26%
Related party promissory note net of unamortized debt discount			121,000		121,000
Amortization of discount on note payable			0	367	11,000
Accrued fixed interest recognized			0	121	17,930
Accrued default interest recognized					14,300
Total interest expense				488	28,930
Accrued interest included within accounts payable and accrued liabilities			17,930		17,930	$ 0
CEO | Related party promissory note, two
Related Party
Original issue discount (in percent)		10%
Principal balance		$ 132,000
Annual fixed rate (in percent)		12%
Default interest rate (in percent)		26%
Related party promissory note net of unamortized debt discount		$ 132,000			132,000
Amortization of discount on note payable			0	400	12,000
Accrued fixed interest recognized			0	132	21,120
Accrued default interest recognized					17,100
Total interest expense				$ 532	33,120
Accrued interest included within accounts payable and accrued liabilities			21,120		21,120
CEO | Related party promissory note, three
Related Party
Original issue discount (in percent)	10%
Principal balance	$ 77,000
Annual fixed rate (in percent)	12%
Default interest rate (in percent)	26%
Related party promissory note net of unamortized debt discount			77,000		70,000
Amortization of discount on note payable			7,000		0
Accrued fixed interest recognized			2,310
Total interest expense			9,310
Accrued interest included within accounts payable and accrued liabilities			$ 9,310		$ 0

Simple Agreement for Future E_2

Simple Agreement for Future Equity (Details)	Aug. 01, 2023 USD ($)
Simple Agreement for Future Equity
Purchase price	$ 135,000

Income Taxes - Schedule of comp

Income Taxes - Schedule of components of income tax expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Current income Tax:
Current tax on profits			$ 14,334
Deferred tax:
Deferred taxation - current year			(1,994,609)	$ 694,363
Deferred taxation - prior years			141,785
Total income tax benefit	$ 0	$ 182,843	$ (1,838,490)	$ 694,363

Income Taxes - Schedule of inco

Income Taxes - Schedule of income tax rate reconciliation (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Accounting (loss) profit before tax from continuing operations	$ 29,169	$ (638,862)	$ (1,572,124)	$ (1,620,117)
Federal income tax benefit at federal statutory rate of 21%			330,146	340,198
State income tax benefit, net of federal benefit			121,463	93,644
Permanent differences, net			17,377	17,892
Other			156,123	242,629
Valuation allowance charges affecting the income tax provision			(2,463,599)
Total income tax benefit	$ 0	$ 182,843	$ (1,838,490)	$ 694,363

Income Taxes - Tabular disclosu

Income Taxes - Tabular disclosure of deferred tax assets and liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Non-current
Deferred revenue	$ 121,052	$ 9,402
Loan Loss Reserve	9,083
Fixed assets	16
NOL carryforward	2,333,448	1,843,424
Valuation allowance	$ (2,463,599)
Net deferred tax assets		1,852,826
Reflected in the Balance Sheets : position as follows :
Deferred tax assets		1,852,826
Deferred tax assets net		$ 1,852,826	$ 1,158,463

Income Taxes - Schedule of reco

Income Taxes - Schedule of reconciliation of deferred tax assets and liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Opening balance	$ 1,852,826	$ 1,158,463
Tax (expense)/benefit during the period recognized in profit or loss	$ (1,852,826)	694,363
Closing balance		$ 1,852,826

Income Taxes - Narratives (Deta

Income Taxes - Narratives (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income tax statutory rate (in percent)	21%	21%	21%	21%
Operating loss carryforwards, period of expiration			20 years
Uncertain tax positions	$ 0		$ 0	$ 0
Penalties and interest expense			0	$ 0
Valuation allowance			2,463,599
California
Income Taxes
Income tax statutory rate (in percent)	21%
Operating loss carryforward not subject to expiration			8,800,000
Operating loss carryforward subject to expiration			$ 7,100,000

Note Payable - Schedule of the

Note Payable - Schedule of the note payable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jan. 12, 2023	Dec. 31, 2022	Oct. 06, 2022
Note Payable
Total notes payable and line of credit	$ 220,000	$ 220,000		$ 666,667
Less: unamortized debt discount, net				(259,536)
Total notes payable at carrying value		220,000		407,131
Note payable issued October 6, 2022 (Face Value: $666,667)
Note Payable
Total notes payable and line of credit				666,667
Principal balance				$ 666,667	$ 666,667
Note payable issued January 12, 2023 (Face Value: $220,000)
Note Payable
Total notes payable and line of credit	220,000	220,000
Total notes payable at carrying value	220,000	220,000	$ 220,000
Principal balance	$ 220,000	$ 220,000	$ 220,000

Note Payable - Narratives (Deta

Note Payable - Narratives (Details) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 05, 2023	Jan. 12, 2023	Oct. 06, 2022	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 21, 2023
Note Payable
Total notes payable and line of credit					$ 220,000		$ 220,000	$ 666,667
Gain on forgiveness of debt							107,862
Outstanding balance							220,000	407,131
Amortization of discount on note payable					7,000	$ 25,386	93,733	15,934
Exchange Agreement
Note Payable
Contingent liability					600,000		600,000
Note payable issued October 6, 2022 (Face Value: $666,667)
Note Payable
Principal balance			$ 666,667					666,667
Total notes payable and line of credit								666,667
Bridge Notes
Note Payable
Outstanding balance					0		0	407,131
Amortization of discount on note payable				$ 16,484	0		50,734	15,934
Interest expense recorded				16,484			50,731
Total interest expense				32,968			101,465
Accrued interest					0		0	$ 15,934
Bridge Notes | Securities purchase agreement
Note Payable
Original issue discount (as a percent)			10%
Principal balance			$ 2,222,222
Amount of cash proceeds received			$ 600,000
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination			110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination			90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination			100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination			90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination			10%
Mandatory default penalty (as a percent)	125%		125%
Fair value of the embedded derivative at issuance			$ 208,803
Total notes payable and line of credit			$ 457,864
Late fee (as a percent)	10%
Default interest rate (as a percent)	24%
Interest expense on debt default	$ 383,790
Bridge Notes | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note							600,000
Gain on forgiveness of debt							107,862
Original Notes | Exchange Agreement
Note Payable
Interest expense on debt default							383,789
Aggregate current value					3,723,744		3,723,744
DHAC Note | Exchange Agreement
Note Payable
Original issue discount					88,889		88,889
Principal balance					888,889		888,889
VSee Note | Exchange Agreement
Note Payable
Original issue discount					66,667		66,667
Principal balance					666,667		666,667
Amount to be converted					600,000		600,000
Outstanding balance					600,000		600,000
iDoc Note | Exchange Agreement
Note Payable
Original issue discount					66,667		66,667
Principal balance					666,667		666,667
Amount to be converted					600,000		600,000
Outstanding balance					600,000		600,000
Exchange Notes | Exchange Agreement
Note Payable
Principal balance					2,523,744		2,523,744
Note payable issued January 12, 2023 (Face Value: $220,000)
Note Payable
Original issue discount (as a percent)		10%
Principal balance		$ 220,000			220,000		220,000
Total notes payable and line of credit					220,000		220,000
Outstanding balance		$ 220,000			220,000		220,000
Amortization of discount on note payable					0	8,136	20,000
Total interest expense						13,416	32,980
Accrued interest				$ 5,280	$ 12,980	$ 5,280	$ 12,980
Annual fixed rate (as a percent)									12%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2022 USD ($)
Fair Value Measurements
Embedded derivative	$ 273,534
Recurring | Reported Value Measurement [Member]
Fair Value Measurements
Embedded derivative	273,534
Recurring | Level 3 | Estimate of Fair Value Measurement [Member]
Fair Value Measurements
Embedded derivative	$ 273,534

Fair Value Measurements - Measu

Fair Value Measurements - Measurement (Details) - Recurring - Level 3	Nov. 21, 2023	Dec. 31, 2022	Oct. 05, 2022
CCC bond rates
Fair Value Measurements
Bridge Note Embedded Derivative measurement		15.09	14.09
Probability of early termination/repayment - BC not completed
Fair Value Measurements
Bridge Note Embedded Derivative measurement		5	10
Probability of early termination/repayment - BC completed or PIPE completed
Fair Value Measurements
Bridge Note Embedded Derivative measurement		95	90
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Bridge Note Embedded Derivative measurement		50	50
Probability of completing a business combination by June 30, 2023
Fair Value Measurements
Bridge Note Embedded Derivative measurement		50	50
Implied volatility
Fair Value Measurements
Bridge Note Embedded Derivative measurement	0.1	6	12
Risk free rate
Fair Value Measurements
Bridge Note Embedded Derivative measurement	5.38	4.76	4.01

Fair Value Measurements - Chang

Fair Value Measurements - Change in the fair value of the Level 3 (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Change in the fair value of the Level 3 financial liabilities
Bridge Note Embedded Derivative, Beginning Fair Value	$ 273,534	$ 0
Fair value at October 5, 2022 (Initial measurement)		208,803
Change in fair value	(92,449)	64,731
Derivative adjustment from the Exchange Agreement (Note 9)	(181,085)
Bridge Note Embedded Derivative, Ending Fair Value	$ 0	$ 273,534

Fair Value Measurements - Trans

Fair Value Measurements - Transfers (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Liabilities, Level 1 to Level 2 transfers	$ 0	$ 0
Liabilities, Level 2 to Level 1 transfers	0	0
Transfer into or out of level 3	$ 0	$ 0

Subsequent Events (Details)

Subsequent Events (Details)	Feb. 13, 2024 USD ($) $ / shares shares
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount Bridge note exchanged with common stock | $	$ 600,000
Subsequent Events
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount Bridge note exchanged with common stock | $	$ 600,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 689,280	$ 118,734		$ 230,664
Accounts receivable, net	627,395	628,480		389,453
Prepaids and other current assets	102,325	79,920		139,661
Total current assets	1,419,000	827,134		759,778
Fixed assets, net	11,779	3,657
Deferred tax asset				1,852,826
Total assets	1,430,779	830,791		2,612,604
Current liabilities
Accounts payable and accrued liabilities	1,819,512	1,824,408		721,089
Deferred revenue	1,371,527	802,524		956,561
Due to related party	$ 338,218	$ 338,506		$ 146,322
Due to related party, extensible enumeration	Related party	Related party		Related party
Due on share purchase	$ 135,000	$ 135,000
Embedded derivative				$ 273,534
Contingent liability	600,000	600,000
Loan payable, related party, net of discount	330,000	323,000		110,000
Note payable, net of discount	220,000	220,000		407,131
Total liabilities	4,814,257	4,243,438		2,614,637
Commitments and contingencies (Note 4)
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	1,000	1,000		1,000
Additional paid in capital	6,026,457	6,026,457		6,026,457
Accumulated deficit	(9,117,796)	(9,114,985)		(5,666,895)
Non-controlling interest	(293,299)	(325,279)		(362,755)
Total stockholders' deficit	(3,383,478)	(3,412,647)	$ (458,052)	(2,033)	$ 923,721
Total liabilities and stockholders' deficit	1,430,779	830,791		2,612,604
Series A Preferred Stock
Stockholders' deficit
Preferred stock	37	37		37
Series A-1 Preferred Stock
Stockholders' deficit
Preferred stock	$ 123	$ 123		$ 123

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,701,715	1,701,715	1,701,715
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	18,000,000	18,000,000	18,000,000
Common stock, shares issued (in shares)	9,998,446	9,998,446	9,998,446
Common stock, shares outstanding (in shares)	9,998,446	9,998,446	9,998,446
Series A Preferred Stock
Preferred stock, shares authorized (in shares)	371,715	371,715	371,715
Preferred stock, shares issued (in shares)	371,715	371,715	371,715
Preferred stock, shares outstanding (in shares)	371,715	371,715	371,715
Series A-1 Preferred Stock
Preferred stock, shares authorized (in shares)	1,330,000	1,330,000	1,330,000
Preferred stock, shares issued (in shares)	1,228,492	1,228,492	1,228,492
Preferred stock, shares outstanding (in shares)	1,228,492	1,228,492	1,228,492

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues	$ 1,495,995	$ 1,596,268
Cost of goods sold	386,253	575,322
Gross margin	1,109,742	1,020,946
Operating expenses
Compensation and related benefits	893,577	1,335,552
General and administrative	151,348	281,253
Transaction expenses	26,338	41,286
Total operating expenses	1,071,263	1,658,091
Net operating profit (loss)	38,479	(637,145)
Other income (expenses):
Interest expense	(9,310)	(47,402)
Other income		19,616
Change in fair value on embedded derivative		26,069
Total other expenses	(9,310)	(1,717)
Income (loss) before income taxes	29,169	(638,862)
Income tax benefit	0	182,843
Net income (loss)	29,169	(456,019)
Net income (loss) attributable to non-controlling interest	31,980	(4,767)
Net loss attributable to stockholders	$ (2,811)	$ (451,252)
Basic loss per share	$ 0	$ (0.05)
Diluted loss per share	$ 0	$ (0.05)
Weighted average number of shares outstanding, basic income	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income	9,998,446	9,998,446
Subscription fees
Revenues	$ 1,005,202	$ 1,161,191
Professional services and other fees
Revenues	327,843	259,390
Technical engineering Fees
Revenues	$ 162,950	$ 175,687

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A-1 Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at the beginning at Dec. 31, 2021	$ 37	$ 123	$ 1,000	$ 6,026,457	$ (4,830,690)	$ (273,206)	$ 923,721
Balance at the beginning (in shares) at Dec. 31, 2021	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(836,205)		(836,205)
Non-controlling interest						(89,549)	(89,549)
Balance at the end at Dec. 31, 2022	$ 37	$ 123	$ 1,000	6,026,457	(5,666,895)	(362,755)	(2,033)
Balance at the end (in shares) at Dec. 31, 2022	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(451,252)		(451,252)
Non-controlling interest						(4,767)	(4,767)
Balance at the end at Mar. 31, 2023	$ 37	$ 123	$ 1,000	6,026,457	(6,118,147)	(367,522)	(458,052)
Balance at the end (in shares) at Mar. 31, 2023	371,715	1,228,492	9,998,446
Balance at the beginning at Dec. 31, 2022	$ 37	$ 123	$ 1,000	6,026,457	(5,666,895)	(362,755)	(2,033)
Balance at the beginning (in shares) at Dec. 31, 2022	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(3,448,090)		(3,448,090)
Non-controlling interest						37,476	37,476
Balance at the end at Dec. 31, 2023	$ 37	$ 123	$ 1,000	6,026,457	(9,114,985)	(325,279)	(3,412,647)
Balance at the end (in shares) at Dec. 31, 2023	371,715	1,228,492	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss					(2,811)		(2,811)
Non-controlling interest						31,980	31,980
Balance at the end at Mar. 31, 2024	$ 37	$ 123	$ 1,000	$ 6,026,457	$ (9,117,796)	$ (293,299)	$ (3,383,478)
Balance at the end (in shares) at Mar. 31, 2024	371,715	1,228,492	9,998,446

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS
Net income (loss)	$ 29,169	$ (456,019)	$ (3,410,614)	$ (925,754)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Amortization of discount on note payable	7,000	25,386	93,733	15,934
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Gain on forgiveness of debt			(107,862)
Provision for bad debt	9,201	18,308	32,457	15,131
Depreciation expense	618	47	678	0
Changes in working capital requirements:
Accounts receivable	(8,116)	(92,933)	(271,484)	(118,490)
Prepaids and other current assets	(22,405)	16,150	59,741	5,559
Deferred tax asset		(182,841)	1,852,826	(694,363)
Accounts payable and accrued liabilities	(4,896)	408,549	1,169,983	518,639
Deferred revenue	569,003	(129,418)	(154,037)	146,515
Due to related party	(288)	65,524	192,184	146,322
Net cash from operating activities	579,286	(353,316)	(632,595)	(825,776)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(8,740)	(1,690)	(4,335)
Net cash from financing activities	(8,740)	(1,690)	(4,335)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		200,000	200,000	600,000
Proceeds from loan payable, related party		120,000	190,000	110,000
Proceeds from share purchase liability			135,000
Net cash from financing activities		320,000	525,000	710,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	570,546	(35,006)	(111,930)	(115,776)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	118,734	230,664	230,664	346,440
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 689,280	$ 195,658	$ 118,734	230,664
Supplemental disclosure of cash flow information
Cash paid for income taxes				$ 16,000

Organization and Description _2

Organization and Description of Business	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Organization and Description of Business
Organization and Description of Business	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively. Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.

Equity_2

Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Equity
Equity	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion – Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion –	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting — Dividend — Liquidation — Conversion — Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting — Dividend — Dividends are prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company. Liquidation — Conversion —

Commitments Contingencies and_4

Commitments Contingencies and Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments Contingencies and Concentration Risk
Commitments Contingencies and Concentration Risk	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of March 31, 2024 and December 31, 2023, the Company has an unpaid commitment of $382,765 and $410,233, respectively, on this contract. The commitment is not reflected in the condensed consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 81% and 76% of the Company’s total accounts receivable as of March 31, 2024 and December 31, 2023, respectively. The Company has one customer whose revenue accounted for approximately 13% of the Company’s total revenue for the three months ended March 31, 2024. The Company has two customers whose revenue accounted for approximately 21% of the Company’s total revenue for the three months ended March 31, 2023.	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $0 and $90,000 in contingent liabilities reflected in the consolidated financial statements for a legal settlement related to compensation disputes by a former employee. The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2023 and 2022, the Company has an unpaid commitment of $410,233 and $714,555, respectively, on this contract. The commitment is not reflected in the consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 86% The Company has two customers whose revenue accounted for approximately 24% of the Company’s total revenue for the year ended December 31, 2023. The Company has one customer whose revenue accounted for approximately 11% of the Company’s total revenue for the year ended December 31, 2022.

Fixed Assets_2

Fixed Assets	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets
Fixed Assets	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657 ​ During the three months ended March 31, 2024, the Company purchased office and medical equipment with a useful life of 3 years. Depreciation expense totaling $618 and $47 was recorded during the three months ended March 31, 2024 and 2023, respectively.	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ — ​ During the year ended December 31, 2023, the Company purchased medical equipment with a useful life of 3 years. Depreciation expense totaling $678 and $0 was recorded during the years ended December 31, 2023 and 2022, respectively.

Related Party_2

Related Party	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party
Related Party	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.

Simple Agreement for Future E_3

Simple Agreement for Future Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Simple Agreement for Future Equity
Simple Agreement for Future Equity	Note 7 Simple Agreement for Future Equity On August 1, 2023, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $135,000. The SAFE is considered a mandatorily redeemable financial instrument under ASC 480-10-15-8. Per section 1 (a) of the SAFE “If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price”. The fixed monetary amount known at inception (i.e., “Purchase Amount” of $135,000) embodies an obligation that the issuer must or may settle by issuing a variable number of shares, based on the safe price which is defined as “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.” Since the capitalization can change through the termination events, the shares to be issued can vary. The SAFE may require the issuer to redeem the instrument for cash upon a change of control. The SAFE is classified and recorded as a liability under ASC 480-10-25-8 because a change of control is an event that is considered not under the sole control of the issuer.	Note 7 Simple Agreement for Future Equity On August 1, 2023, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $135,000. The SAFE is considered a mandatorily redeemable financial instrument under ASC 480-10-15-8. Per section 1 (a) of the SAFE “If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price”. The fixed monetary amount known at inception (i.e., “Purchase Amount” of $135,000) embodies an obligation that the issuer must or may settle by issuing a variable number of shares, based on the safe price which is defined as “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.” Since the capitalization can change through the termination events, the shares to be issued can vary. The SAFE may require the issuer to redeem the instrument for cash upon a change of control. The SAFE is classified and recorded as a liability under ASC 480-10-25-8 because a change of control is an event that is considered not under the sole control of the issuer.

Income Taxes_2

Income Taxes	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes
Income Taxes	Note 8 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​ For the three months ended March 31, 2024, the Company recorded income tax benefit of $0 for continuing operations. The effective tax rate of 0% for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals and entertainment and changes in valuation allowance. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024, the Company has no unrecognized income tax benefits.	Note 8 Income Taxes The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363 ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363 ​ Deferred Tax Deferred tax is comprised of the following as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826 ​ Reconciliation of deferred tax assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826 ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of California tax losses totaling $8.8 million and $7.1 million, respectively which have an unlimited carryover period for federal and 20 years for state. State of California losses begin to expire in 2037. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate. The company recorded a valuation allowance of $2,463,599 on their deferred tax assets as there not enough positive evidence to support their utilization.

Note Payable_2

Note Payable	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Note Payable
Note Payable	Note 9 Note Payable The following is a summary of notes payable as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000 ​ As of March 31, 2024, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. No amortized debt discount and interest were recognized during the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in accrued interest for a total Bridge note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $220,000. No amortized debt discount and interest were recognized on the loan during the three months ended March 31, 2024. The Company recognized $8,136 of amortized debt discount and $5,280 in accrued interest for a total Bridge note interest expense of $13,416 for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $12,980 in accrued interest, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 9 Note Payable The following is a summary of notes payable as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131 ​ As of December 31, 2023, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,734 of amortized debt discount and $50,731 in interest for a total Bridge note interest expense of $101,465 for the year ended December 31, 2023. The Company recognized $15,934 of amortized debt discount for the year ended December 31, 2022. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and December 31, 2022, respectively. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $220,000. The Company recognized $20,000 of amortized debt discount and $12,980 in accrued interest for a total interest expense of $32,980 for the year ended December 31, 2023.

Subsequent Events_2

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP.	Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services.	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively.
Prepaid Assets	Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations.	Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options
Fixed Assets	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.

Fixed Assets (Tables)_2

Fixed Assets (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets
Schedule of components of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ —

Income Taxes (Tables)_2

Income Taxes (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363
Tabular disclosure of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826
Schedule of reconciliation of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826

Note Payable (Tables)_2

Note Payable (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Note Payable
Schedule of the note payable	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000	​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Transaction expenses related to the business combination	$ 26,338	$ 41,286	$ 86,799	$ 216,025
Antidilutive securities excluded from computation of earnings	3,894,996
Allowance for doubtful accounts	$ 32,457		32,457	0
Provision for bad debt	$ 9,201	$ 18,308	$ 32,457	15,131
Useful life of asset	3 years		3 years
Credit loss on accounts receivable			$ 0	$ 0
TAD
Summary of Significant Accounting Policies
Percentage of ownership interest in VSee Lab	53.80%		53.80%

Equity (Details)_2

Equity (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Equity
Preferred stock, shares authorized (in shares) | shares	1,701,715	1,701,715	1,701,715
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Series A Preferred Stock
Equity
Preferred stock, shares authorized (in shares) | shares	371,715	371,715	371,715
Preferred stock, annual rate of dividend per share (in dollars per share) | $ / shares	$ 0.0484	$ 0.0484
Preferred stock, convertible	0.6053
Series A-1 Preferred Stock
Equity
Preferred stock, shares authorized (in shares) | shares	1,330,000	1,330,000	1,330,000
Preferred stock, annual rate of dividend per share (in dollars per share) | $ / shares	$ 0.239	$ 0.239
Preferred stock, convertible	2.9874

Commitments Contingencies and_5

Commitments Contingencies and Concentration Risk - Contingencies (Details) - USD ($)	Feb. 13, 2024	Nov. 21, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments Contingencies and Concentration Risk
Unpaid commitment			$ 382,765	$ 410,233	$ 714,555
Common stock shares agreed to sell		300,000
Price per share		$ 2
Original issue discount		$ 66,667
Principal amount bridge note exchanged with common stock		$ 600,000
Common stock shares agreed to sell	300,000
Price per share	$ 2
Principal amount bridge note exchanged with common stock	$ 600,000
Contingent liabilities for a legal settlement related to compensation disputes by a former employee				$ 0	$ 90,000

Commitments Contingencies and_6

Commitments Contingencies and Concentration Risk - Major Customer Concentration (Details) - Customer concentration - customer	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable | Five customers
Major Customer Concentration
Number of customers	5		5
Percentage of concentration risk	81%		76%
Accounts receivable | Four customers
Major Customer Concentration
Number of customers				4
Percentage of concentration risk				66%
Revenues | One customer
Major Customer Concentration
Number of customers	1			1
Percentage of concentration risk	13%			11%
Revenues | Two customers
Major Customer Concentration
Number of customers		2	2
Percentage of concentration risk		21%	24%

Fixed Assets (Details)_2

Fixed Assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fixed Assets
Fixed Assets, gross	$ 13,075		$ 4,335
Less accumulated depreciation	(1,296)		(678)
Fixed Assets, net	$ 11,779		$ 3,657
Useful life of asset	3 years		3 years
Depreciation expense	$ 618	$ 47	$ 678	$ 0
Office equipment
Fixed Assets
Fixed Assets, gross	5,932		3,335
Medical equipment
Fixed Assets
Fixed Assets, gross	$ 7,143		$ 1,000
Useful life of asset	3 years		3 years

Related Party (Details)_2

Related Party (Details) - USD ($)			3 Months Ended		12 Months Ended
	Dec. 26, 2023	Mar. 29, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party
Proceeds from related party towards future operating expenses						$ 127,710
Proceeds from related party towards operating expenses			$ 0		$ 192,184	18,612
Due to related party			$ 338,218		$ 338,506	$ 146,322
Due to related party, extensible enumeration			Related party		Related party	Related party
Loans received				$ 120,000	$ 190,000	$ 110,000
Related party promissory note net of unamortized debt discount			$ 220,000		220,000	407,131
Amortization of discount on note payable			7,000	25,386	93,733	15,934
CEO
Related Party
Loans received						110,000
CEO | Related party promissory note, one
Related Party
Original issue discount (in percent)		10%
Principal balance		$ 121,000
Annual fixed rate (in percent)		12%
Default interest rate (in percent)		26%
Related party promissory note net of unamortized debt discount			121,000		121,000
Amortization of discount on note payable			0	367	11,000
Accrued fixed interest recognized			0	121	17,930
Accrued default interest recognized					14,300
Total interest expense				488	28,930
Accrued interest included within accounts payable and accrued liabilities			17,930		17,930	$ 0
CEO | Related party promissory note, two
Related Party
Original issue discount (in percent)		10%
Principal balance		$ 132,000
Annual fixed rate (in percent)		12%
Default interest rate (in percent)		26%
Related party promissory note net of unamortized debt discount		$ 132,000			132,000
Amortization of discount on note payable			0	400	12,000
Accrued fixed interest recognized			0	132	21,120
Accrued default interest recognized					17,100
Total interest expense				$ 532	33,120
Accrued interest included within accounts payable and accrued liabilities			21,120		21,120
CEO | Related party promissory note, three
Related Party
Original issue discount (in percent)	10%
Principal balance	$ 77,000
Annual fixed rate (in percent)	12%
Default interest rate (in percent)	26%
Related party promissory note net of unamortized debt discount			77,000		70,000
Amortization of discount on note payable			7,000		0
Accrued fixed interest recognized			2,310
Total interest expense			9,310
Accrued interest included within accounts payable and accrued liabilities			$ 9,310		$ 0

Simple Agreement for Future E_4

Simple Agreement for Future Equity (Details)	Aug. 01, 2023 USD ($)
Simple Agreement for Future Equity
Purchase price	$ 135,000

Income Taxes - Schedule of in_2

Income Taxes - Schedule of income tax rate reconciliation (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income (loss) before taxes	$ 29,169	$ (456,019)	$ (3,410,614)	$ (925,754)
Expected United States income tax (expense) benefit at a statutory rate of 21%	(6,125.49)	137,171
Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively		45,672
Valuation allowance	6,125.49
Federal income tax benefit at federal statutory rate of 21%			(330,146)	(340,198)
State income tax benefit, net of federal benefit			(121,463)	(93,644)
Permanent differences, net			(17,377)	(17,892)
Other			(156,123)	(242,629)
Valuation allowance charges affecting the income tax provision			2,463,599
Total income tax benefit	$ 0	$ 182,843	$ (1,838,490)	$ 694,363

Income Taxes - Narratives (De_2

Income Taxes - Narratives (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income tax (expense) benefit	$ 0	$ (182,843)	$ 1,838,490	$ (694,363)
Effective income tax rate reconciliation	0%	8.84%
Income tax statutory rate (in percent)	21%	21%	21%	21%
Uncertain tax positions	$ 0		$ 0	$ 0
Operating loss carryforwards, period of expiration			20 years
Penalties and interest expense			$ 0	$ 0
Valuation allowance			2,463,599
California
Income Taxes
Income tax statutory rate (in percent)	21%
Operating loss carryforward not subject to expiration			8,800,000
Operating loss carryforward subject to expiration			$ 7,100,000

Note Payable - Schedule of th_2

Note Payable - Schedule of the note payable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jan. 12, 2023	Dec. 31, 2022	Oct. 06, 2022
Note Payable
Total notes payable and line of credit	$ 220,000	$ 220,000		$ 666,667
Less: unamortized debt discount, net				(259,536)
Total notes payable at carrying value		220,000		407,131
Note payable issued October 6, 2022 (Face Value: $666,667)
Note Payable
Total notes payable and line of credit				666,667
Principal balance				$ 666,667	$ 666,667
Note payable issued January 12, 2023 (Face Value: $220,000)
Note Payable
Total notes payable and line of credit	220,000	220,000
Total notes payable at carrying value	220,000	220,000	$ 220,000
Principal balance	$ 220,000	$ 220,000	$ 220,000

Note Payable - Narratives (De_2

Note Payable - Narratives (Details) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 05, 2023	Jan. 12, 2023	Oct. 06, 2022	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 21, 2023
Note Payable
Total notes payable and line of credit					$ 220,000		$ 220,000	$ 666,667
Gain on forgiveness of debt							107,862
Outstanding balance							220,000	407,131
Gain on Forgiveness of Debt							107,862
Amortization of discount on note payable					7,000	$ 25,386	93,733	15,934
Exchange Agreement
Note Payable
Contingent liability					600,000		600,000
Note payable issued October 6, 2022 (Face Value: $666,667)
Note Payable
Principal balance			$ 666,667					666,667
Total notes payable and line of credit								666,667
Bridge Notes
Note Payable
Outstanding balance					0		0	407,131
Amortization of discount on note payable				$ 16,484	0		50,734	15,934
Interest expense recorded				16,484			50,731
Total interest expense				32,968			101,465
Accrued interest					0		0	$ 15,934
Bridge Notes | Securities purchase agreement
Note Payable
Original issue discount (as a percent)			10%
Principal balance			$ 2,222,222
Amount of cash proceeds received			$ 600,000
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination			110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination			90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination			100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination			90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination			10%
Mandatory default penalty (as a percent)	125%		125%
Fair value of the embedded derivative at issuance			$ 208,803
Total notes payable and line of credit			$ 457,864
Late fee (as a percent)	10%
Default interest rate (as a percent)	24%
Interest expense on debt default	$ 383,790
Bridge Notes | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note							600,000
Gain on forgiveness of debt							107,862
Gain on Forgiveness of Debt							107,862
Original Notes | Exchange Agreement
Note Payable
Interest expense on debt default							383,789
Aggregate current value					3,723,744		3,723,744
DHAC Note | Exchange Agreement
Note Payable
Original issue discount					88,889		88,889
Principal balance					888,889		888,889
VSee Note | Exchange Agreement
Note Payable
Original issue discount					66,667		66,667
Principal balance					666,667		666,667
Amount to be converted					600,000		600,000
Outstanding balance					600,000		600,000
iDoc Note | Exchange Agreement
Note Payable
Original issue discount					66,667		66,667
Principal balance					666,667		666,667
Amount to be converted					600,000		600,000
Outstanding balance					600,000		600,000
Exchange Notes | Exchange Agreement
Note Payable
Principal balance					2,523,744		2,523,744
Note payable issued January 12, 2023 (Face Value: $220,000)
Note Payable
Original issue discount (as a percent)		10%
Principal balance		$ 220,000			220,000		220,000
Total notes payable and line of credit					220,000		220,000
Outstanding balance		$ 220,000			220,000		220,000
Amortization of discount on note payable					0	8,136	20,000
Total interest expense						13,416	32,980
Accrued interest				$ 5,280	$ 12,980	$ 5,280	$ 12,980
Annual fixed rate (as a percent)									12%

Subsequent Events (Details)_2

Subsequent Events (Details)	Feb. 13, 2024 USD ($) $ / shares shares
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
Subsequent Events
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000

CONSOLIDATED BALANCE SHEETS_2

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 689,280	$ 118,734		$ 230,664
Accounts receivable, net	627,395	628,480		389,453
Prepaids and other current assets	102,325	79,920		139,661
Total current assets	1,419,000	827,134		759,778
Deferred tax asset				1,852,826
Fixed assets, net	11,779	3,657
Total assets	1,430,779	830,791		2,612,604
Current liabilities
Deferred revenue	1,371,527	802,524		956,561
Note payable, net of discount	220,000	220,000		407,131
Contingent liability	600,000	600,000
Embedded derivative				273,534
Loan payable, related party	330,000	323,000		110,000
Total liabilities	4,814,257	4,243,438		2,614,637
Commitments and contingencies (Note 8)
Stockholders' deficit
Common stock, $1.00 par value; 5,000 shares authorized 4,978 issued and outstanding	1,000	1,000		1,000
Additional paid in capital	6,026,457	6,026,457		6,026,457
Accumulated (deficit) retained earnings	(9,117,796)	(9,114,985)		(5,666,895)
Total liabilities and stockholders' deficit	1,430,779	830,791		2,612,604
IDoc Virtual Telehealth Solutions, Inc.
Current assets
Cash and cash equivalents	74,184	63,037		147,685
Accounts receivable, net	2,964,616	2,266,302		5,107,835
Due from related party	$ 1,047,771	$ 1,008,101		$ 678,936
Due from related party	Related party	Related party		Related party
Prepaids and other current assets	$ 140,665	$ 123,205		$ 100,000
Total current assets	4,227,236	3,460,645		6,034,456
Note receivable, related party	$ 245,500	$ 245,500		$ 336,000
Note receivable, related party	Related party	Related party		Related party
Right-of-use asset, net	$ 1,316,153	$ 1,422,017		$ 1,542,249
Intangible assets, net				107,076
Deferred tax asset	563,094	598,585
Deposit	20,720	20,720
Fixed assets, net	110,296	114,044		38,706
Total assets	6,482,999	5,861,511		8,058,487
Current liabilities
Accounts payable	609,838	391,923		111,630
Accrued liabilities	1,195,054	841,514		650,677
Deferred revenue	20,000	20,000
Income taxes payable				22,281
Right-of-use liability	698,480	608,695		350,962
Line of credit	456,097	456,097		495,000
Factoring payable	491,974	660,578
Note payable, net of discount	1,581,183	1,540,983		829,505
Due on acquisition purchase	300,000	300,000		300,000
Contingent liability	600,000	600,000
Embedded derivative				273,534
Loan payable, related party	200,000	200,000
Total current liabilities	6,152,626	5,619,790		3,033,589
Notes payable, less current portion, net of discount	1,500,600	1,500,600		1,808,925
Right-of-use liability, less current portion	885,940	990,774		1,202,260
Deferred tax liability				403,248
Total liabilities	8,539,166	8,111,164		6,448,022
Commitments and contingencies (Note 8)
Stockholders' deficit
Common stock, $1.00 par value; 5,000 shares authorized 4,978 issued and outstanding	4,978	4,978		4,978
Additional paid in capital	209,521	209,521		209,521
Accumulated (deficit) retained earnings	(2,270,666)	(2,464,152)		1,395,966
Total stockholders' deficit	(2,056,167)	(2,249,653)	$ 1,361,098	1,610,465	$ 1,418,589
Total liabilities and stockholders' deficit	$ 6,482,999	$ 5,861,511		$ 8,058,487

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	18,000,000	18,000,000	18,000,000
Common stock, shares issued	9,998,446	9,998,446	9,998,446
Common stock, shares outstanding	9,998,446	9,998,446	9,998,446
IDoc Virtual Telehealth Solutions, Inc.
Common stock, par value	$ 1	$ 1	$ 1
Common stock, shares authorized	5,000	5,000	5,000
Common stock, shares issued	4,978	4,978	4,978
Common stock, shares outstanding	4,978	4,978	4,978

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenues
Total Revenue	$ 1,495,995	$ 1,596,268	$ 5,840,889	$ 6,377,760
Cost of Goods Sold	386,253	575,322	1,933,195	1,542,657
Gross margin	1,109,742	1,020,946	3,907,694	4,835,103
Operating expenses
General and administrative	151,348	281,253	962,616	1,283,172
Transaction expenses	26,338	41,286	86,799	216,025
Total operating expenses	1,071,263	1,658,091	5,466,443	6,515,137
Net operating profit (loss)	38,479	(637,145)	(1,558,749)	(1,680,034)
Other income (expenses):
Interest expense	(9,310)	(47,402)	(191,323)	(31,868)
Change in fair value on derivative		26,069	90,200	(64,731)
Gain on forgiveness of debt			107,862
Other (expense) income		19,616	(20,114)	156,516
Total other expenses	(9,310)	(1,717)	(13,375)	59,917
Income (loss) before income taxes	29,169	(638,862)	(1,572,124)	(1,620,117)
Income tax (expense) benefit	0	182,843	(1,838,490)	694,363
Net loss attributable to stockholders	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Net loss income per share attributable to common shareholders:
Basic	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Weighted average number of shares outstanding, basic	9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted	9,998,446	9,998,446	9,998,446	9,998,446
IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 1,639,765	$ 1,948,691	$ 6,626,190	$ 8,509,237
Cost of Goods Sold	400,563	790,133	2,451,633	3,229,891
Gross margin	1,239,202	1,158,558	4,174,557	5,279,346
Operating expenses
General and administrative	288,684	574,979	6,052,031	1,824,460
Compensation and related benefits	402,333	617,794	2,044,822	2,688,844
Transaction expenses	92,000	140,769	358,471	587,852
Professional fees	110,182	47,400	87,886	105,996
Total operating expenses	893,199	1,380,942	8,543,210	5,207,152
Net operating profit (loss)	346,003	(222,384)	(4,368,653)	72,194
Other income (expenses):
Interest expense	(78,714)	(121,387)	(317,048)	(152,626)
Change in fair value on derivative		26,069	90,200	(64,731)
Gain on forgiveness of debt			107,862
Impairment charges			(104,076)
Other (expense) income	(18,200)	(3,935)	(338,813)	135,570
Total other expenses	(96,914)	(99,253)	(561,875)	(81,787)
Income (loss) before income taxes	249,089	(321,637)	(4,930,528)	(9,593)
Income tax (expense) benefit	(55,603)	72,270	1,070,410	(8,531)
Net loss attributable to stockholders	$ 193,486	$ (249,367)	$ (3,860,118)	$ (18,124)
Net loss income per share attributable to common shareholders:
Basic	$ 38.9	$ (50.1)	$ (775.4)	$ (3.6)
Diluted	$ 38.9	$ (50.1)	$ (775.4)	$ (3.6)
Weighted average number of shares outstanding, basic	4,978	4,978	4,978	4,978
Weighted average number of shares outstanding, diluted	4,978	4,978	4,978	4,978
Patient Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 1,121,355	$ 999,878	$ 3,475,666	$ 5,398,566
Telehealth Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	512,710	673,337	2,434,210	2,053,497
Institutional Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 5,700	$ 275,476	$ 716,314	$ 1,057,174

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Additional Paid-in Capital [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Retained Earnings [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Retained Earnings [Member]	IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Total
Balance at the beginning at Dec. 31, 2021	$ 4,000	$ 499	$ 1,414,090		$ 1,418,589
Balance at the beginning (in shares) at Dec. 31, 2021	4,000
CHANGES IN STOCKHOLDERS' DEFICIT
Reallocation of existing shares	$ 957	(957)
Reallocation of existing shares (in shares)	957
Sale of common stock	$ 21	209,979			210,000
Sale of common stock (in shares)	21
Net income (loss)			(18,124)	$ (836,205)	(18,124)	$ (836,205)
Balance at the end at Dec. 31, 2022	$ 4,978	209,521	1,395,966		$ 1,610,465
Balance at the end (in shares) at Dec. 31, 2022	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			(249,367)	(451,252)	$ (249,367)	$ (451,252)
Balance at the end at Mar. 31, 2023	$ 4,978	209,521	1,146,599		1,361,098
Balance at the end (in shares) at Mar. 31, 2023	4,978
Balance at the beginning at Dec. 31, 2022	$ 4,978	209,521	1,395,966		$ 1,610,465
Balance at the beginning (in shares) at Dec. 31, 2022	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			(3,860,118)	(3,448,090)	$ (3,860,118)	$ (3,448,090)
Balance at the end at Dec. 31, 2023	$ 4,978	209,521	(2,464,152)		$ (2,249,653)
Balance at the end (in shares) at Dec. 31, 2023	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			193,486	$ (2,811)	$ 193,486	$ (2,811)
Balance at the end at Mar. 31, 2024	$ 4,978	$ 209,521	$ (2,270,666)		$ (2,056,167)
Balance at the end (in shares) at Mar. 31, 2024	4,978				4,978	9,998,446

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Net income (loss)	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on note payable	7,000	25,386	93,733	15,934
Provision for doubtful accounts	9,201	18,308	32,457	15,131
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Gain on forgiveness of debt			(107,862)
Changes in working capital requirements:
Accounts receivable	(8,116)	(92,933)	(271,484)	(118,490)
Prepaid and other current assets	(22,405)	16,150	59,741	5,559
Deferred tax asset		(182,841)	1,852,826	(694,363)
Deferred revenue	569,003	(129,418)	(154,037)	146,515
Net cash from operating activities	579,286	(353,316)	(632,595)	(825,776)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(8,740)	(1,690)	(4,335)
Net cash from financing activities	(8,740)	(1,690)	(4,335)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		200,000	200,000	600,000
Proceeds from loan payable, related party		120,000	190,000	110,000
Net cash from financing activities		320,000	525,000	710,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	118,734	230,664	230,664	346,440
CASH AND CASH EQUIVALENTS, END OF PERIOD	689,280	195,658	118,734	230,664
Supplemental disclosure of cash flow information
Cash paid for income taxes				16,000
IDoc Virtual Telehealth Solutions, Inc.
Net income (loss)	193,486	(249,367)	(3,860,118)	(18,124)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on note payable		41,795	51,816	19,712
Amortization of right of use asset	53,104	53,104	212,415	93,541
Impairment expense			104,078	3,000
Depreciation and amortization	3,748	3,824	16,396	3,776
Provision for doubtful accounts	89,708	279,421	534,460	784,519
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Gain on forgiveness of debt			(107,862)
Loss on factoring payable	18,200		339,611
Changes in working capital requirements:
Accounts receivable	(788,023)	(708,299)	2,307,073	(3,114,354)
Due from related party	(39,670)	(115,193)	(329,165)	(177,576)
Prepaid and other current assets	(17,460)	(6,651)	(23,205)	(72,854)
Deferred tax asset	35,491		(598,585)
Accounts payable	217,914	155,574	280,293	29,180
Accrued liabilities	418,622	(41,638)	329,310	258,279
Deferred revenue			20,000
Income taxes payable			(22,281)	(394,719)
Deferred tax liability		(72,270)	(403,248)	403,248
Net cash from operating activities	185,120	(685,769)	(1,239,212)	(2,117,641)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net cash received				39,313
Proceeds on note receivable, related party		90,500	90,500	120,000
Issuance of note receivable, related party				(336,000)
Deposits			(20,720)
Purchase of fixed assets			(88,734)	(42,483)
Net cash from financing activities		90,500	(18,954)	(219,170)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit				70,000
Proceeds from factoring payable	31,500		608,916
Proceeds from notes payable	16,200	585,000	894,000	2,400,600
Proceeds from loan payable, related party			200,000
Payments on notes payable		(53,816)	(128,842)	(227,122)
Repayment on factoring payable	(221,673)		(324,547)
Repayment on leased equipment		(47,945)	(76,009)	(82,568)
Sale of common stock				210,000
Net cash from financing activities	(173,973)	483,239	1,173,518	2,370,910
NET CHANGE IN CASH AND CASH EQUIVALENTS	11,147	(112,030)	(84,648)	34,099
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	63,037	147,685	147,685	113,586
CASH AND CASH EQUIVALENTS, END OF PERIOD	74,184	35,655	63,037	147,685
Supplemental disclosure of cash flow information
Cash paid for interest expense	$ 1,351	$ 15,696	86,529	56,365
Non-cash investing and financing activities:
Right of use asset and liability			$ 555,562	1,824,981
Stock issued for acquisition				$ 300,000

Organization and Description _3

Organization and Description of Business	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Organization and Description of Business	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.
IDoc Virtual Telehealth Solutions, Inc.
Organization and Description of Business	Note 1 Organization and Description of Business iDoc Telehealth Solutions, Inc. was incorporated in the state of Virginia on February 26, 2014. The Company subsequently changed its name to iDoc Virtual Telehealth Solutions, Inc. on September 10, 2018, and incorporated in the state of Texas. Encompass Healthcare Billing, LLC (“Encompass”), a wholly owned subsidiary, was incorporated on December 17, 2014, in the state of Colorado and was acquired by the Company on January 1, 2022 (iDoc Virtual Telehealth Solutions, Inc., and Subsidiary collectively referred to as the “Company,” or “iDoc”). The Company is headquartered in Houston, Texas and is one of the leading providers of tele-intensive acute care and tele-neurocritical care in high-value hospital environments. The Company leverages its extensive telehealth platform and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of the brain, spinal cord, heart, and lungs that often have complicated medical problems. The Company is a virtual health services management company responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services medical billing. ​	Note 1 Organization and Description of Business iDoc Telehealth Solutions, Inc. was incorporated in the state of Virginia on February 26, 2014. The Company subsequently changed its name to iDoc Virtual Telehealth Solutions, Inc. on September 10, 2018, and incorporated in the state of Texas. Encompass Healthcare Billing, LLC (“Encompass”), a wholly owned subsidiary, was incorporated on December 17, 2014, in the state of Colorado and was acquired by the Company on January 1, 2022 (iDoc Virtual Telehealth Solutions, Inc., and Subsidiary collectively referred to as the “Company,” or “iDoc”). The Company is headquartered in Houston, Texas and is one of the leading providers of tele-intensive acute care and tele-neurocritical care in high-value hospital environments. The Company leverages its extensive telehealth platform and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of the brain, spinal cord, heart, and lungs that often have complicated medical problems. The Company is a virtual health services management company responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services medical billing.

Summary of Significant Accoun_7

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively. Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of IDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. All intercompany amounts are eliminated upon consolidation. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payers by the Company. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two . Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the condensed consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material. Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses during 2022 and 2023 and historically has negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $92,000 and $140,769 respectively, for professional fees, including legal, taxation, business consulting, and auditing services. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $0 of impairment charges during the three months ended March 31, 2024 and 2023. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of iDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ (deficit) equity, and statements of cash flows for the years ended Decembers 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 1) 2) 3) 4) 5) The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in- network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Encompass Healthcare Client Billing Services The Company enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material. Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $358,471 and $587,852, respectively, for professional fees, including legal, taxation, business consulting, and auditing services. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $1,576,415 and $1,038,956 as of December 31, 2023 and 2022, respectively. Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt. Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three Intangible Assets Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the five-year estimated useful lives of the respective assets. Intangible assets comprise of goodwill and a customer list. As of December 31, 2023 and 2022, the fair value of goodwill is $0 and $95,076, respectively, as described in Note 3, Business Acquisition. During the year ended December 31, 2022, the Company acquired a customer list related to the acquisition valued at $15,000. The balance of the customer list is $0 and $12,000 as of December 31, 2023 and 2022, respectively. The Company recognized $3,000 of amortization expenses during the years ended December 31, 2023 and 2022, respectively. Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long- lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $104,076 and $0 of impairment charges during the years ended December 31, 2023 and 2022, respectively, on its goodwill and customer list intangible assets. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2021-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024. Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.

Business Acquisition

Business Acquisition	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Business Acquisition	Note 3 Business Acquisition Encompass Healthcare Billing, LLC On January 1, 2022, the Company completed the acquisition of 100% of Encompass Healthcare Billing, LLC. (“Encompass”) with a stock purchase agreement to acquire the equity interests of Encompass, pursuant to the acquisition agreement (“Acquisition Agreement”). In accordance with the Acquisition Agreement, the Company acquired all the outstanding shares of Encompass in exchange for 22 shares or $300,000 of the Company’s issued and outstanding shares of common stock. The Acquisition agreement was amended during the year ended December 31, 2022 to a cash payment of $300,000 in lieu of the Company’s common stock. As of December 31, 2023, the cash payment of $300,000 was due on the Acquisition Agreement. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services (“IONM”) medical billing. IONM medical billing is very complex compared to any other specialty billing. Encompass takes steps proactively to provide the payers with the information required to collect the proper reimbursement and is very successful in appealing the claims and getting the reimbursement on originally denied claims. The Company acquired Encompass to drive operational efficiencies and capture market growth in the IONM medical billing segment. ​ ​ ​ ​ ​ Consideration ​ Cash payment due ​ $ 300,000 Total consideration ​ $ 300,000 Fair values of identifiable net assets and liabilities: ​ Assets ​ Cash ​ $ 39,313 Accounts receivable ​ 157,954 Customer list ​ 15,000 Right-of -use asset ​ 78,464 Total assets ​ 290,731 Liabilities ​ 7,343 Right-of -use liability ​ 78,464 Total liabilities ​ 85,807 Total fair value of identifiable net assets and liabilities ​ $ 204,924 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) ​ $ 95,076 ​ The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination in accordance with ASC 805, Business Combinations

Fixed Assets_2_3

Fixed Assets	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657 ​ During the three months ended March 31, 2024, the Company purchased office and medical equipment with a useful life of 3 years. Depreciation expense totaling $618 and $47 was recorded during the three months ended March 31, 2024 and 2023, respectively.	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ — ​ During the year ended December 31, 2023, the Company purchased medical equipment with a useful life of 3 years. Depreciation expense totaling $678 and $0 was recorded during the years ended December 31, 2023 and 2022, respectively.
IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets	Note 3 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 89,246 Furniture ​ 6,153 ​ 6,153 Leasehold improvements ​ 7,311 ​ 7,311 ​ ​ 131,216 ​ 131,216 Less accumulated. Depreciation ​ (20,920) ​ (17,172) Fixed Assets, net ​ $ 110,296 ​ $ 114,044 ​ The Company recorded $3,748 and $3,074 in depreciation expenses during the three months ended March 31, 2024 and 2023, respectively.	Note 4 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 13,976 Furniture ​ 6,153 ​ — Leasehold improvements ​ 7,311 ​ — ​ ​ 131,216 ​ 42,482 Less accumulated. Depreciation ​ (17,172) ​ (3,776) Fixed Assets, net ​ $ 114,044 ​ $ 38,706 ​ The Company recorded $13,396 and $3,776 in depreciation expense during the years ended December 31, 2023 and 2022, respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Intangible Assets	Note 5 Intangible Assets At December 31, 2023 and 2022, intangible assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Goodwill (Business Combination – Note 3) ​ $ — ​ $ 95,076 Customer list, net (Business Combination – Note 3) ​ — ​ 12,000 Ending balance ​ $ — ​ $ 107,076 ​ During the year ending December 31, 2023, the Company determined these assets were impaired due to the operating losses of the acquired company, Encompass Healthcare Billing, LLC. The Company recognized $95,076 of goodwill impairment expenses during the year ended December 31, 2023. No impairment was identified for the years ended December 31, 2022. The customer list is presented at fair value, net of amortization. Amortization is calculated using the straight-line method over the five-year estimated useful life. During the year ended December 31, 2023, the Company recognized $3,000 of amortization expenses, and $9,000 of impairment expenses. The Company recognized $3,000 of amortization expenses during the year ended December 31, 2022.

Leases

Leases	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Leases	Note 4 Leases Operating Leases The Company leases office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), Atlanta, Georgia (“Georgia Lease”) and Lakewood, Colorado (“Colorado Lease”). The Company commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and ends on January 31, 2027. The Company commenced a new Georgia lease on June 1, 2022, ending on May 31, 2027. The new Georgia lease was terminated on November 30, 2023. The Colorado Lease commenced on April 1, 2020, and ended on March 31, 2023. The monthly lease payments for the Massachusetts Lease are $9,380 between September 1, 2023 and August 31, 2024, $9,630 between September 1, 2024 and August 31, 2025, $9,870 between September 1, 2025 and August 31, 2026, $10,120 between September 1, 2026 and August 31, 2027, and $10,360 between September 1, 2027 and August 31, 2028. The monthly lease payments for the Texas Lease are $10,000, and for the Georgia Lease are $6,000 for the lease commenced on June 1, 2022. The monthly lease payments for the Colorado Lease are $4,678 between April 1, 2020 and March 31, 2021, $4,851 between April 1, 2021 and March 31, 2022 and $5,024 between April 1, 2022 and March 31, 2023. The Colorado lease was terminated on March 31, 2023. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 5.00%, as the interest rate implicit in most of its leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2024 and 2023, the Company recorded $58,140 and $63,072 as operating lease expense which is included in general and administrative expenses on the condensed consolidated statements of operations, respectively. Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 1,119,026 ​ $ 1,216,055 Less accumulated amortization ​ (293,475) ​ (337,743) Right-of-use, net ​ $ 825,551 ​ $ 878,312 ​ Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 861,981 ​ $ 886,602 Less: current portion ​ (251,169) ​ (222,325) Long term portion ​ $ 610,812 ​ $ 664,277 ​ Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 270,740 Year ending December 31, 2025 ​ 237,240 Year ending December 31, 2026 ​ 220,190 Year ending December 31, 2027 ​ 123,120 Year ending December 31, 2028 ​ 51,800 Total future minimum lease payments ​ 903,090 Less imputed interest ​ (41,109) PV of Payments ​ $ 861,981 ​ Finance Leases Commencing during the year ended December 31, 2022, the Company leases office equipment under three finance leases with combined monthly payments of $20,313. The leases mature on June 2026 and August 2026. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024 (Note 11). Equipment lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (359,060) ​ (305,957) Right-of-use, net ​ $ 490,602 ​ $ 543,705 ​ Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 722,439 ​ $ 712,867 Less: current portion ​ (447,311) ​ (386,370) Long term portion ​ $ 275,128 ​ $ 326,497 ​ Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 447,309 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 75,545 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (44,173) PV of Payments ​ $ 722,439 ​ Expenses incurred with respect to the Company’s finance leases during the three months ended March 31, 2024 and 2023 which are included in general and administrative expenses on the condensed consolidated statements of operations are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Finance lease amortization ​ $ 53,104 ​ $ 53,104 Finance lease interest ​ 9,573 ​ 12,995 Total finance lease expense ​ $ 62,677 ​ $ 66,099 ​ The weighted average remaining lease term and the weighted average discount rate on the finance leases at March 31, 2024 and December 31, 2023 are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Weighted average remaining lease term 2.3 years 2.6 years Weighted average discount rate 6.92 % 6.92 % ​	Note 6 Leases Operating Leases The Company leases office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), Atlanta, Georgia (“Georgia Lease”) and Lakewood, Colorado (“Colorado Lease”). The Company commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and ends on January 31, 2027. The Georgia Lease commenced on May 25, 2021, and ended on June 24, 2022. The Company commenced a new Georgia lease on June 1, 2022, ending on May 31, 2027. The new Georgia leas was terminated on November 30, 2023. The Colorado Lease commenced on April 1, 2020, and ended on March 31, 2023. The monthly lease payments for the Massachusetts Lease are $9,380 between September 1, 2023 and August 31, 2024, $9,630 between September 1, 2024 and August 31, 2025, $9,870 between September 1, 2025 and August 31, 2026, $10,120 between September 1, 2026 and August 31, 2027, and $10,360 between September 1, 2027 and August 31, 2028. The monthly lease payments for the Texas Lease are $10,000, and for the Georgia Lease are $6,000 for the lease commenced on June 1, 2022. The monthly lease payments for the Georgia lease terminated on June 24, 2022 were $4,097. The monthly lease payments for the Colorado Lease are $4,678 between April 1, 2020 and March 31, 2021, $4,851 between April 1, 2021 and March 31, 2022 and $5,024 between April 1, 2022 and March 31, 2023. The Colorado lease was terminated on March 31, 2023. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 5.00%, as the interest rate implicit in most of its leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the years ended December 31, 2023 and 2022, the Company recorded $243,525 and $256,029 as operating lease expense which is included in general and administrative expenses on the consolidated statements of operations, respectively. Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 1,216,055 ​ $ 1,130,642 Less accumulated amortization ​ (337,743) ​ (344,514) Right-of-use, net ​ $ 878,312 ​ $ 786,128 ​ Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 886,602 ​ $ 786,128 Less: current portion ​ (222,325) ​ (194,834) Long term portion ​ $ 664,277 ​ $ 591,294 ​ Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 241,850 Year ending December 31, 2025 ​ 236,520 Year ending December 31, 2026 ​ 239,440 Year ending December 31, 2027 ​ 132,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 933,090 Less imputed interest ​ (46,488) PV of Payments ​ $ 886,602 ​ Finance Leases Commencing during the year ended December 31, 2022, the Company leases office equipment under three finance leases with combined monthly payments of $20,313. The leases mature on June 2026 and August 2026. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024 (Note 11). Equipment lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (305,957) ​ (93,541) Right-of-use, net ​ $ 543,705 ​ $ 756,121 ​ Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 712,867 ​ $ 767,094 Less: current portion ​ (386,370) ​ (156,128) Long term portion ​ $ 326,497 ​ $ 610,966 ​ Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 386,370 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,484 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (53,745) PV of Payments ​ $ 712,867 ​ Expenses incurred with respect to the Company’s finance leases during the years ended December 31, 2023 and 2022 which are included in general and administrative expenses on the consolidated statements of operations are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Finance lease amortization ​ $ 212,416 ​ $ 93,540 Finance lease interest ​ 47,990 ​ 24,706 Total finance lease expense ​ $ 260,406 ​ $ 118,246 ​ The weighted average remaining lease term and the weighted average discount rate on the finance leases at December 31, 2023 and 2022 are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2023 ​ 2022 ​ Weighted average remaining lease term ​ 2.6 years 3.6 years Weighted average discount rate 6.92 % 6.92 % ​

Factoring Payable

Factoring Payable	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Factoring Payable	Note 7 Factoring Payable On June 21, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $299,000 for a net purchase price of $207,639. Under the agreement, the Company authorized the Purchaser to collect $7,475 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $91,361 and administrative fees associated with processing the transaction of $7,267 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $130,977 on December 31, 2023. On July 28, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $140,000 for a net purchase price of $100,000. Under the agreement, the Company authorized the Purchaser to collect $5,000 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $40,000 and administrative fees associated with processing the transaction of $1,295 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $52,189 on December 31, 2023. On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $186,250 for a net purchase price of $125,000. Under the agreement, the Company authorized the Purchaser to collect $7,760 weekly. The agreement was not collateralized by a general security agreement over all the Company’s accounts, including, without limitation, all deposit accounts, accounts receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $61,250 and administrative fees associated with processing the transaction of $7,546 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $150,866 On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $108,000 for a net purchase price of $75,000. Under the agreement, the Company authorized the Purchaser to collect $3,484 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $33,000 and administrative fees associated with processing the transaction of $1,740 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $97,548 on December 31, 2023. On November 8, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $75,000 for a net purchase price of $111,000. Under the agreement, the Company authorized the Purchaser to collect $6,937 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $36,000 and an administrative fee associated with processing the transaction of $3,750 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $92,125 on December 31, 2023. On December 20, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $228,000 for a net purchase price of $150,000. Under the agreement, the Company authorized the Purchaser to collect $10,364 weekly. The agreement is collateralized with a security interest in all accounts, including, without limitation, all deposit accounts, accounts receivable, and other receivables of the Company. No interest rate is associated with this transaction, and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $78,000 and an administrative fee and underwriting fees associated with processing the transaction of $15,000 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $136,873 on December 31, 2023.

Line of Credit and Notes Payabl

Line of Credit and Notes Payable	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Line of Credit and Notes Payable	Note 9 Note Payable The following is a summary of notes payable as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000 ​ As of March 31, 2024, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. No amortized debt discount and interest were recognized during the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in accrued interest for a total Bridge note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $220,000. No amortized debt discount and interest were recognized on the loan during the three months ended March 31, 2024. The Company recognized $8,136 of amortized debt discount and $5,280 in accrued interest for a total Bridge note interest expense of $13,416 for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $12,980 in accrued interest, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 9 Note Payable The following is a summary of notes payable as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131 ​ As of December 31, 2023, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,734 of amortized debt discount and $50,731 in interest for a total Bridge note interest expense of $101,465 for the year ended December 31, 2023. The Company recognized $15,934 of amortized debt discount for the year ended December 31, 2022. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and December 31, 2022, respectively. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $220,000. The Company recognized $20,000 of amortized debt discount and $12,980 in accrued interest for a total interest expense of $32,980 for the year ended December 31, 2023.
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable	Note 6 Line of Credit and Notes Payable The following is a summary of the notes payable and line of credit as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable & Line of Credit ​ 2024 ​ 2023 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 336,983 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 456,097 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 200,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ 100,000 Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500) ​ 585,000 ​ 585,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ 33,000 Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ 64,000 Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ 22,000 Note payable issued November 30, 2023 (Face Value: $200,000) ​ 224,000 ​ 200,000 Note payable issued January 14, 2024 (Face Value: $16,200) ​ 16,200 ​ — Total notes payable and line of credit ​ 3,537,880 ​ 3,497,680 Less: current portion ​ (2,037,280) ​ (1,997,080) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,500,600 ​ Required principal payments under the company’s notes payable and line of credit are as follows: ​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 2,037,280 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,537,880 ​ Notes Payable On November 29, 2021, the Company received a $654,044 promissory note from a bank, collateralized by all the assets of the Company. Interest was payable monthly at the annual fixed rate of 4.284%. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at March 31, 2024) (Note 11). The Company is required to pay the loan in 36 payments of $19,409. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $336,983 on the promissory note. For the three months ended March 31, 2024 and 2023, the Company paid and recorded $9,794 and $4,411 in interest, respectively. The Company accrued interest of $17,304 and $7,509 at March 31, 2024 and December 31, 2023, respectively. On December 1, 2021, the Company received a promissory note from a bank in the amount of $500,000. On February 25, 2022, the Company received an extension of $1,000,700 on the promissory note. The promissory note is collateralized by all the assets of the Company and the private property of the Company’s CEO. Interest is accrued monthly at the annual fixed rate of 3.75%. The promissory note matures on December 19, 2051. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $1,500,600 on the promissory note. Commencing on January 1, 2024, the Company is required to make monthly installment payments, including principal and interest, of $7,682. The Company recorded $14,029 and $13,875 in interest related to the promissory note for the three months ended March 31, 2024 and 2023, respectively. The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023 are $103,571 and $89,541, respectively. On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (See Note 9. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provision were 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% resulting in default interest expense of $383,789 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders. The Holder beneficially own and hold (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, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. The Company recognized $0 of amortized debt discount and $0 in interest for the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in interest for a total Bridge Note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On November 15, 2022, the Company received a $200,000 promissory note from an accredited investor. The promissory note matures on December 31, 2024, and is collateralized by all the assets of the Company. $100,000 of the promissory note was funded on November 15, 2022 and the remaining $100,000 was funded on January 12, 2023. Interest is accrued monthly at the annual fixed rate of 10.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business combination. For the three months ended March 31, 2024 and 2023, the Company incurred $0 and $5,000 in interest, respectively. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $200,000, and an accrued interest balance of $0. On December 15, 2022, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. On February 14, 2023, the Company received an extension of $423,500 on the promissory note. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the “Conversion SPAs” to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $585,000 . No amortized debt discount and interest expense were recognized for the three months ended March 31, 2024. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 25, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $110,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the Conversion SPAs to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $100,000 . No amortized debt discount and interest expense were recognized for the three months ended March 31, 2024. The Company had $0 accrued interest as of March 31, 2024 and December 31, 2023. On August 3, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $33,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on November 1, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $33,000 . debt discount and $2,145 in default interest for a total interest expense of $2,145 for the three months ended March 31, 2024. The Company had $2,805 and $660 in accrued interest as of March 31, 2024 and December 31, 2023, respectively. On August 18, 2023, the Company received a 8.5% original issue discount promissory note from an accredited investor with a principal balance of $64,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 16, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $64,000 . On November 13, 2023, the Company received a 10% original issue discount promissory note from an accredited investor with a principal balance of $22,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on December 13, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $22,000 . On November 30, 2023, the Company received a note payable from a lender with a purchase price of $200,000. The note payable has a 24% interest rate over the 3-month loan term. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. On March 28, 2023, the Company modified the loan agreement to a loan principal of $224,000. The Company recorded $24,000 of interest expense on the loan for the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $224,000 and $200,000 on the loan. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 14, 2024, the Company received a note payable from a lender for $16,200. The note payable has an 8% interest rate over the 180-day loan term. The Company recorded $324 of interest expense on the loan for the three months ended March 31, 2024. As of March 31, 2024, the Company had an outstanding balance of $16,200 on the loan. The Company had $324 in accrued interest as of March 31, 2024. Line of credit amendment On November 29, 2021, the Company received a revolving line of credit from the same bank as the $500,000 promissory note. The line of credit is collateralized by the Company’s assets. Interest was payable monthly at 1.25% above the Wall Street Journal prime rate (8.5% at December 31, 2023). On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) (Note 11). As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $456,097 on the line of credit. The Company recorded $13,259 and $11,184 in interest related to the line of credit for the three months ended March 31, 2024 and 2023, respectively. The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023, are $16,109 and $4,201, respectively.	Note 8 Line of Credit and Notes Payable The following is a summary of the notes payable and line of credit as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Notes Payable & Line of Credit 2023 2022 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 426,922 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 495,000 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued October 6, 2022 (Face Value: $666,667) ​ — ​ 666,667 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 100,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ — Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500, $200,000) ​ 585,000 ​ 220,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ — Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ — Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ — Note payable issued November 30, 2023 (Face Value: $200,000) ​ 200,000 ​ — Total notes payable and line of credit ​ 3,497,680 ​ 3,409,189 Less: unamortized discount on notes payable ​ — ​ (275,759) Less: current portion ​ (1,997,080) ​ (1,324,505) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,808,925 ​ Required principal payments under the company’s notes payable and line of credit are as follows: ​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 1,997,080 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,497,680 ​ Notes Payable On November 29, 2021, the Company received a $654,044 promissory note from a bank, collateralized by all the assets of the Company. Interest was payable monthly at the annual fixed rate of 4.284%. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) (Note 11). The Company is required to pay the loan in 36 payments of $19,409. As of December 31, 2023 and 2022, the Company had an outstanding balance of $336,983 and $426,922, respectively, on the promissory note. For the years ended December 31, 2023 and 2022, the Company paid and recorded $18,742 On December 1, 2021, the Company received a promissory note from a bank in the amount of $500,000. On February 25, 2022, the Company received an extension of $1,000,700 on the promissory note. The promissory note is collateralized by all the assets of the Company and the private property of the Company’s CEO. Interest is accrued monthly at the annual fixed rate of 3.75%. The promissory note matures on December 19, 2051. As of December 31, 2023 and 2022, the Company had an outstanding balance of $1,500,600 on the promissory note. Commencing on January 1, 2024, the Company is required to make monthly installment payments, including principal and interest, of $7,682. The Company recorded $56,272 On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes, and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (See Note 9. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provision were 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% resulting in default interest expense of $383,789. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders. The Holder beneficially own and hold (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, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,916 of amortized debt discount and $50,733 in interest for a total Bridge Note interest expense of $101,649 for the year ended December 31, 2023. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and 2022, respectively. On November 15, 2022, the Company received a $200,000 promissory note from an accredited investor. The promissory note matures on December 31, 2024, and is collateralized by all the assets of the Company. $100,000 of the promissory note was funded on November 15, 2022 and the remaining $100,000 was funded on January 12, 2023. Interest is accrued monthly at the annual fixed rate of 10.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business combination. As of December 31, 2023 and 2022, the Company had an outstanding balance of $200,000 and $100,000, respectively, and an accrued interest balance of $0 and $2,583, respectively. On December 15, 2022, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. On February 14, 2023, the Company received an extension of $423,500 on the promissory note. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the “Conversion SPAs” to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of December 31, 2023 and 2022, the promissory note net of unamortized debt discount was $585,000 and $203,778. No amortized debt discount and interest expense were recognized for the year ended December 31, 2023. The Company had $0 and $1,454 in accrued interest as of December 31, 2023 and 2022, respectively. On January 25, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $110,000 On August 3, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $33,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 1, 2023, and is collateralized by all the assets of the Company. The Company entered into the “Conversion SPAs” to convert the promissory note into Common Stock at the Closing of the Business combination. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $33,000. The Company recognized $3,000 of amortized debt discount and $660 in accrued interest for a total interest expense of $3,660 for the year ended December 31, 2023. The Company had $660 in accrued interest as of December 31, 2023. On August 18, 2023, the Company received a 8.5% original issue discount promissory note from an accredited investor with a principal balance of $64,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 16, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the promissory note net of unamortized debt discount was $64,000. The Company recognized $5,000 of amortized debt discount and $1,280 in accrued interest for a total interest expense of $6,280 for the year ended December 31, 2023. The Company had $1,280 in accrued interest as of December 31, 2023. On November 13, 2023, the Company received a 10% original issue discount promissory note from an accredited investor with a principal balance of $22,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on December 13, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the promissory note net of unamortized debt discount was $22,000. The Company recognized $2,000 of amortized debt discount and $220 in accrued interest for a total interest expense of $2,220 for the year ended December 31, 2023. The Company had $220 in accrued interest as of December 31, 2023. On November 30, 2023, the Company received a note payable from a lender with a purchase price of $200,000. The note payable has a 24% interest rate over the 3-month loan term. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the Company had an outstanding balance of $200,000 on the loan. No interest expense was recognized on the loan for the year ended December 31, 2023. Line of credit amendment On November 29, 2021, the Company received a revolving line of credit from the same bank as the $500,000 promissory note. The line of credit is collateralized by the Company’s assets. Interest was payable monthly at 1.25% above the Wall Street $47,239

Fair Value Measurements_2

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements	Note 10 Fair Value Measurements 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 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 ​ Measurement Bridge Note Embedded Derivative The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. 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 Embedded Derivative for the initial periods and subsequent measurement periods. The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 % ​ The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2023 and 2022.
IDoc Virtual Telehealth Solutions, Inc.
Fair Value Measurements	Note 9 Fair Value Measurements 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 ​ Carrying value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Carrying value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 ​ Measurement Bridge Note Embedded Derivative The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. 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 Embedded Derivative for the initial periods and subsequent measurement periods. The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, ​ December 31, ​ October 5, ​ 2023 2022 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 % ​ The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 8) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2023 and 2022.

Related Party_2_3

Related Party	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.
IDoc Virtual Telehealth Solutions, Inc.
Related Party	Note 7 Related Party During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company advanced $39,670 and $136,981 in cash to the CEO through a company controlled by him. During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company advanced $0 and $192,184 to related parties for cost-sharing expenses. The balance due from the related party on March 31, 2024 and December 31, 2023, was $1,047,771 and $1,008,101, respectively. The above transactions and amounts are unsecured and non-interest-bearing and are not necessarily what third parties would agree to. The Company incurred $7,800 and $2,600 on auto leases on behalf of the CEO for the three months ended March 31, 2024 and 2023, respectively. The Company made office space lease payments of $30,000 and $48,000 to the CEO during the three months ended March 31, 2024 and 2023, respectively. The above transactions and amounts are not necessarily what third parties would agree to. On September 1, 2022, the Company issued the CEO a note receivable with a principal balance of $336,000. The note bears no interest and matures on January 31, 2023. As of March 31, 2024, the related party note receivable $245,000 On May 15, 2023, the Company received a promissory note with a principal balance of $200,000 from an accredited investor (“Holder”). The note bears no interest and matures on May 15, 2026. The Company shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots deployed. The Company is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. At March 31, 2024, the related party promissory note was $200,000, and is included in loan payable, related party, on the condensed consolidated balance sheets. No interest is recognized for the three months ending March 31, 2024. The above transactions and amounts are not necessarily what third parties would agree to.	Note 10 Related Party During the years ended December 31, 2023 and 2022, the Company advanced $136,981 and $146,684 in cash from the CEO through a company controlled by him. During the years ended December 31, 2023 and 2022, the Company advanced $192,184 and $18,612 to related parties for cost-sharing expenses. The balance due from the related party on December 31, 2023 and 2022, was $1,008,101 and $678,936, respectively. The Company paid and incurred $32,450 and $59,100 on auto leases on behalf of the CEO for the years ended December 31, 2023 and 2022, respectively. The Company made office space lease payments of $186,000 and $162,000 to the CEO during the years ended December 31, 2023 and 2022, respectively. On May 15, 2023, the Company received a promissory note with a principal balance of $200,000 from an accredited investor (“Holder”). The note bears no interest and matures on May 15, 2026. The Company shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots deployed. The Company is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. At December 31, 2023, the related party promissory note was $200,000, and is included in loan payable, related party, on the consolidated balance sheets. No interest is recognized for the year ending December 31, 2023.

Commitments Contingencies and_7

Commitments Contingencies and Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments, Contingencies, and Concentration Risk	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of March 31, 2024 and December 31, 2023, the Company has an unpaid commitment of $382,765 and $410,233, respectively, on this contract. The commitment is not reflected in the condensed consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 81% and 76% of the Company’s total accounts receivable as of March 31, 2024 and December 31, 2023, respectively. The Company has one customer whose revenue accounted for approximately 13% of the Company’s total revenue for the three months ended March 31, 2024. The Company has two customers whose revenue accounted for approximately 21% of the Company’s total revenue for the three months ended March 31, 2023.	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $0 and $90,000 in contingent liabilities reflected in the consolidated financial statements for a legal settlement related to compensation disputes by a former employee. The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2023 and 2022, the Company has an unpaid commitment of $410,233 and $714,555, respectively, on this contract. The commitment is not reflected in the consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 86% The Company has two customers whose revenue accounted for approximately 24% of the Company’s total revenue for the year ended December 31, 2023. The Company has one customer whose revenue accounted for approximately 11% of the Company’s total revenue for the year ended December 31, 2022.
IDoc Virtual Telehealth Solutions, Inc.
Commitments, Contingencies, and Concentration Risk	Note 8 Commitments, Contingencies, and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company entered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access user-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of March 31, 2024 and December 31, 2023, the Company had an unpaid commitment of $530,300 and $531,900, respectively on this agreement. The commitment is not reflected in the condensed consolidated financial statements as it is due and payable upon invoicing from the vendor for delivery and servicing installation of the Telepresence Robots and software applications. The Company has a promissory note with an accredited investor to make payments on the promissory notes (Note 6). The accredited investor is entitled to payments for the lifetime use (to include initial lease term and any extension terms) of the first 125 telepresence robots deployed. The note payments will be used to initially pay down the principal. Once the principal is paid, the Company will continue to make payments for the lifetime of the first 125 telepresence robots deployed. On November 1, 2023, the Company entered a forbearance agreement related to the promissory note and line of credit issued November 29, 2021, and the Company’s finance leases. Per the agreement, effective November 1, 2023, interest is payable monthly at 3% above the Wall Street Journal prime rate (8.5% at March 31, 2024) on the promissory note and the line of credit. In consideration of the Bank forbearing on its right to collect the amount due and owing until January 10, 2024, the Company agreed to make payments on November 13, 2023 and November 30, 2023, of $20,000 and $80,000, respectively. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase from the Company 300,000 shares of common stock at $2 per share, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 8. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts and other specified liabilities which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was un aware of any material asserted or unasserted claims concerning these indemnity obligations. Concentrations of Credit Risk Financial instruments potentially subject the Company to credit risk concentrations consisting of cash and cash equivalents and trade accounts receivables. The Company maintains all its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has two customers whose revenue accounted for approximately 28% and 29% of the Company’s total revenue for the three months ended March 31, 2024 and 2023. The Company has no customers whose accounts receivable represented 10% or more of the Company’s total accounts receivable.	Note 11 Commitments, Contingencies, and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company entered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access user-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of December 31, 2023, the company had an unpaid commitment of $531,900 on this agreement. The commitment is not reflected in the consolidated financial statements as it is due and payable upon invoicing from the vendor for delivery and servicing installation of the Telepresence Robots and software applications. The Company has a promissory note with an accredited investor to make payments on the promissory notes (Note 9). The accredited investor is entitled to payments for the lifetime use (to include initial lease term and any extension terms) of the first 125 telepresence robots deployed. The note payments will be used to initially pay down the principal. Once the principal is paid, the Company will continue to make payments for the lifetime of the first 125 telepresence robots deployed. On November 1, 2023, the Company entered a forbearance agreement related to the promissory note and line of credit issued November 29, 2021, and the Company’s finance leases. Per the agreement, effective November 1, 2023, interest is payable monthly at 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) on the promissory note and the line of credit. In consideration of the Bank forbearing on its right to collect the amount due and owing until January 10, 2024, the Company agreed to make payments on November 13, 2023, and November 30, 2023, payments of $20,000 and $80,000, respectively. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase from the Company 300,000 shares of common stock at $2 per share, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 8. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts and other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was unaware of any material asserted or unasserted claims concerning these indemnity obligations. Concentrations of Credit Risk Financial instruments potentially subject the Company to credit risk concentrations consisting of cash and cash equivalents and trade accounts receivables. The Company maintains all its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has two customers whose revenue accounted for approximately 33% and 25% of the Company’s total revenue for the years ended December 31, 2023 and 2022, respectively. The Company has no customers whose accounts receivable represented 10% or more of the Company’s total accounts receivable.

Income Taxes_2_3

Income Taxes	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes	Note 8 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​ For the three months ended March 31, 2024, the Company recorded income tax benefit of $0 for continuing operations. The effective tax rate of 0% for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals and entertainment and changes in valuation allowance. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024, the Company has no unrecognized income tax benefits.	Note 8 Income Taxes The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363 ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363 ​ Deferred Tax Deferred tax is comprised of the following as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826 ​ Reconciliation of deferred tax assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826 ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of California tax losses totaling $8.8 million and $7.1 million, respectively which have an unlimited carryover period for federal and 20 years for state. State of California losses begin to expire in 2037. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate. The company recorded a valuation allowance of $2,463,599 on their deferred tax assets as there not enough positive evidence to support their utilization.
IDoc Virtual Telehealth Solutions, Inc.
Income Taxes	Note 9 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Income (loss) before taxes ​ $ 249,089 ​ $ (321,637) Expected United States income tax (expense) benefit at statutory rate of 21% ​ $ (52,318) ​ $ 68,000 Expected State income tax (expense) benefit at statutory rate of 1.32% at March 31, 2024 and 2023, respectively ​ (3,285) ​ 4,270 Total income tax (expense) benefit ​ $ (55,603) ​ $ 72,270 ​ For the three months ended March 31, 2024, the Company recorded income tax expense of $55,603 for continuing operations. The effective tax rate of 22.32% applied to income for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals, entertainment and penalties. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024 and December 31, 2023, the Company has no unrecognized income tax benefits.	Note 12 Income Taxes The components of income tax expense for the years ended December 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ ​ Current tax on profits ​ $ (12,489) ​ $ (22,281) Tax regarding prior years ​ 81,066 ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ 1,071,219 ​ (52,665) Deferred taxation – prior years ​ (69,386) ​ 66,415 Income tax benefit (expense) reported in the income statement ​ $ 1,070,410 ​ $ (8,531) ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting loss income before tax from continuing operations ​ $ (4,930,528) ​ $ (9,593) Accounting loss before income tax ​ (4,930,528) ​ (9,593) Federal income tax benefit (expense) at statutory income tax rate of 21% ​ 1,035,411 ​ 2,015 State income tax benefit (expense), net of federal benefit ​ 61,164 ​ 10,295 Remeasurement of deferred taxes due to US tax legislative changes ​ — ​ — Permanent differences, net ​ (46,979) ​ (87,256) Deferred tax true-up ​ (69,386) ​ 66,415 Other ​ 90,200 ​ — Total ​ $ 1,070,410 ​ $ (8,531) ​ Deferred tax Deferred tax is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-current ​ ​ Cash to accrual ​ $ (285,668) ​ $ (952,237) Right of use assets ​ (317,376) ​ (323,872) Right of use liabilities ​ 356,981 ​ 326,176 NOL carryforward ​ 839,597 ​ 546,861 Interest expense disallowance ​ — ​ — Fixed assets ​ (2,157) ​ (176) Deferred revenue ​ 4,463 ​ — Charitable contribution carryover ​ 2,745 ​ — Net deferred tax assets (liabilities) ​ $ 598,585 ​ $ (403,248) ​ Reconciliation of deferred tax assets (liabilities), net ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Opening balance ​ $ (403,248) ​ $ — Tax benefit/(expense) during the period recognized in profit or loss ​ 1,071,219 ​ (52,665) Reclass from current taxes payable ​ — ​ (416,998) Deferred tax true up ​ (69,386) ​ 66,415 Closing balance ​ $ 598,585 ​ $ (403,248) ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of Georgia and Colorado tax losses totaling $3.6 million and $0.7 million, respectively, which have an unlimited carryover period. Additionally, the Company has State of Colorado tax losses totaling $1.0 million, which begin to expire in 2042. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate.

Subsequent Events_2_3

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.
IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and VSee entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 13 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options
Fixed Assets	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
IDoc Virtual Telehealth Solutions, Inc.
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of IDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. All intercompany amounts are eliminated upon consolidation. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance.	Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of iDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ (deficit) equity, and statements of cash flows for the years ended Decembers 31, 2023 and 2022, in conformity with U.S. GAAP.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payers by the Company. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two . Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the condensed consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 1) 2) 3) 4) 5) The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in- network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Encompass Healthcare Client Billing Services The Company enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.	Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses during 2022 and 2023 and historically has negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $92,000 and $140,769 respectively, for professional fees, including legal, taxation, business consulting, and auditing services.	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $358,471 and $587,852, respectively, for professional fees, including legal, taxation, business consulting, and auditing services.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $1,576,415 and $1,038,956 as of December 31, 2023 and 2022, respectively.
Prepaid Expenses	Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations.	Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Leases	Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.	Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets	Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three	Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three
Intangible Assets		Intangible Assets Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the five-year estimated useful lives of the respective assets. Intangible assets comprise of goodwill and a customer list. As of December 31, 2023 and 2022, the fair value of goodwill is $0 and $95,076, respectively, as described in Note 3, Business Acquisition. During the year ended December 31, 2022, the Company acquired a customer list related to the acquisition valued at $15,000. The balance of the customer list is $0 and $12,000 as of December 31, 2023 and 2022, respectively. The Company recognized $3,000 of amortization expenses during the years ended December 31, 2023 and 2022, respectively.
Impairment of Long-lived and Intangible Assets	Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $0 of impairment charges during the three months ended March 31, 2024 and 2023.	Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long- lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $104,076 and $0 of impairment charges during the years ended December 31, 2023 and 2022, respectively, on its goodwill and customer list intangible assets.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2021-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024. Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.

Business Acquisition (Tables)

Business Acquisition (Tables)	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Schedule of fair values of identifiable net assets and liabilities	​ ​ ​ ​ ​ Consideration ​ Cash payment due ​ $ 300,000 Total consideration ​ $ 300,000 Fair values of identifiable net assets and liabilities: ​ Assets ​ Cash ​ $ 39,313 Accounts receivable ​ 157,954 Customer list ​ 15,000 Right-of -use asset ​ 78,464 Total assets ​ 290,731 Liabilities ​ 7,343 Right-of -use liability ​ 78,464 Total liabilities ​ 85,807 Total fair value of identifiable net assets and liabilities ​ $ 204,924 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) ​ $ 95,076

Fixed Assets (Tables)_2_3

Fixed Assets (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ —
IDoc Virtual Telehealth Solutions, Inc.
Summary of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 89,246 Furniture ​ 6,153 ​ 6,153 Leasehold improvements ​ 7,311 ​ 7,311 ​ ​ 131,216 ​ 131,216 Less accumulated. Depreciation ​ (20,920) ​ (17,172) Fixed Assets, net ​ $ 110,296 ​ $ 114,044	The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 13,976 Furniture ​ 6,153 ​ — Leasehold improvements ​ 7,311 ​ — ​ ​ 131,216 ​ 42,482 Less accumulated. Depreciation ​ (17,172) ​ (3,776) Fixed Assets, net ​ $ 114,044 ​ $ 38,706

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Consist of intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Goodwill (Business Combination – Note 3) ​ $ — ​ $ 95,076 Customer list, net (Business Combination – Note 3) ​ — ​ 12,000 Ending balance ​ $ — ​ $ 107,076

Leases (Tables)

Leases (Tables) - IDoc Virtual Telehealth Solutions, Inc.	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of operating right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 1,119,026 ​ $ 1,216,055 Less accumulated amortization ​ (293,475) ​ (337,743) Right-of-use, net ​ $ 825,551 ​ $ 878,312	Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 1,216,055 ​ $ 1,130,642 Less accumulated amortization ​ (337,743) ​ (344,514) Right-of-use, net ​ $ 878,312 ​ $ 786,128
Schedule of operating lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 861,981 ​ $ 886,602 Less: current portion ​ (251,169) ​ (222,325) Long term portion ​ $ 610,812 ​ $ 664,277	Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 886,602 ​ $ 786,128 Less: current portion ​ (222,325) ​ (194,834) Long term portion ​ $ 664,277 ​ $ 591,294
Schedule of future minimum rent payments under the operating lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 270,740 Year ending December 31, 2025 ​ 237,240 Year ending December 31, 2026 ​ 220,190 Year ending December 31, 2027 ​ 123,120 Year ending December 31, 2028 ​ 51,800 Total future minimum lease payments ​ 903,090 Less imputed interest ​ (41,109) PV of Payments ​ $ 861,981	Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 241,850 Year ending December 31, 2025 ​ 236,520 Year ending December 31, 2026 ​ 239,440 Year ending December 31, 2027 ​ 132,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 933,090 Less imputed interest ​ (46,488) PV of Payments ​ $ 886,602
Schedule of finance right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (359,060) ​ (305,957) Right-of-use, net ​ $ 490,602 ​ $ 543,705	Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (305,957) ​ (93,541) Right-of-use, net ​ $ 543,705 ​ $ 756,121
Schedule of finance lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 722,439 ​ $ 712,867 Less: current portion ​ (447,311) ​ (386,370) Long term portion ​ $ 275,128 ​ $ 326,497	Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 712,867 ​ $ 767,094 Less: current portion ​ (386,370) ​ (156,128) Long term portion ​ $ 326,497 ​ $ 610,966
Schedule of future minimum rent payments under the finance lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 447,309 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 75,545 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (44,173) PV of Payments ​ $ 722,439	Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 386,370 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,484 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (53,745) PV of Payments ​ $ 712,867
Schedule of finance lease expense and weighted average remaining lease term and the weighted average discount rate on the finance leases	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Finance lease amortization ​ $ 53,104 ​ $ 53,104 Finance lease interest ​ 9,573 ​ 12,995 Total finance lease expense ​ $ 62,677 ​ $ 66,099 ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Weighted average remaining lease term 2.3 years 2.6 years Weighted average discount rate 6.92 % 6.92 % ​	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Finance lease amortization ​ $ 212,416 ​ $ 93,540 Finance lease interest ​ 47,990 ​ 24,706 Total finance lease expense ​ $ 260,406 ​ $ 118,246 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2023 ​ 2022 ​ Weighted average remaining lease term ​ 2.6 years 3.6 years Weighted average discount rate 6.92 % 6.92 % ​

Line of Credit and Notes Paya_2

Line of Credit and Notes Payable (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of the notes payable and line of credit	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000	​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Schedule of the notes payable and line of credit	The following is a summary of the notes payable and line of credit as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable & Line of Credit ​ 2024 ​ 2023 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 336,983 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 456,097 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 200,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ 100,000 Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500) ​ 585,000 ​ 585,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ 33,000 Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ 64,000 Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ 22,000 Note payable issued November 30, 2023 (Face Value: $200,000) ​ 224,000 ​ 200,000 Note payable issued January 14, 2024 (Face Value: $16,200) ​ 16,200 ​ — Total notes payable and line of credit ​ 3,537,880 ​ 3,497,680 Less: current portion ​ (2,037,280) ​ (1,997,080) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,500,600	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Notes Payable & Line of Credit 2023 2022 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 426,922 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 495,000 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued October 6, 2022 (Face Value: $666,667) ​ — ​ 666,667 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 100,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ — Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500, $200,000) ​ 585,000 ​ 220,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ — Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ — Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ — Note payable issued November 30, 2023 (Face Value: $200,000) ​ 200,000 ​ — Total notes payable and line of credit ​ 3,497,680 ​ 3,409,189 Less: unamortized discount on notes payable ​ — ​ (275,759) Less: current portion ​ (1,997,080) ​ (1,324,505) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,808,925
Schedule of required principal payments under the company's notes payable and line of credit	​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 2,037,280 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,537,880	​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 1,997,080 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,497,680

Fair Value Measurements (Tabl_2

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Schedule of financial liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534
Schedule of the key inputs into the simulation model	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 %
Schedule of fair value of the Level 3 financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534
IDoc Virtual Telehealth Solutions, Inc.
Schedule of financial liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Carrying value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Carrying value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534
Schedule of the key inputs into the simulation model	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, ​ December 31, ​ October 5, ​ 2023 2022 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 %
Schedule of fair value of the Level 3 financial liabilities	The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 8) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534

Income Taxes (Tables)_2_3

Income Taxes (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363
Schedule of net deferred tax assets (liabilities)		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826
Schedule of reconciliation of deferred tax assets (liabilities), net		​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826
IDoc Virtual Telehealth Solutions, Inc.
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Income (loss) before taxes ​ $ 249,089 ​ $ (321,637) Expected United States income tax (expense) benefit at statutory rate of 21% ​ $ (52,318) ​ $ 68,000 Expected State income tax (expense) benefit at statutory rate of 1.32% at March 31, 2024 and 2023, respectively ​ (3,285) ​ 4,270 Total income tax (expense) benefit ​ $ (55,603) ​ $ 72,270	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ ​ Current tax on profits ​ $ (12,489) ​ $ (22,281) Tax regarding prior years ​ 81,066 ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ 1,071,219 ​ (52,665) Deferred taxation – prior years ​ (69,386) ​ 66,415 Income tax benefit (expense) reported in the income statement ​ $ 1,070,410 ​ $ (8,531)
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting loss income before tax from continuing operations ​ $ (4,930,528) ​ $ (9,593) Accounting loss before income tax ​ (4,930,528) ​ (9,593) Federal income tax benefit (expense) at statutory income tax rate of 21% ​ 1,035,411 ​ 2,015 State income tax benefit (expense), net of federal benefit ​ 61,164 ​ 10,295 Remeasurement of deferred taxes due to US tax legislative changes ​ — ​ — Permanent differences, net ​ (46,979) ​ (87,256) Deferred tax true-up ​ (69,386) ​ 66,415 Other ​ 90,200 ​ — Total ​ $ 1,070,410 ​ $ (8,531)
Schedule of net deferred tax assets (liabilities)		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-current ​ ​ Cash to accrual ​ $ (285,668) ​ $ (952,237) Right of use assets ​ (317,376) ​ (323,872) Right of use liabilities ​ 356,981 ​ 326,176 NOL carryforward ​ 839,597 ​ 546,861 Interest expense disallowance ​ — ​ — Fixed assets ​ (2,157) ​ (176) Deferred revenue ​ 4,463 ​ — Charitable contribution carryover ​ 2,745 ​ — Net deferred tax assets (liabilities) ​ $ 598,585 ​ $ (403,248)
Schedule of reconciliation of deferred tax assets (liabilities), net		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Opening balance ​ $ (403,248) ​ $ — Tax benefit/(expense) during the period recognized in profit or loss ​ 1,071,219 ​ (52,665) Reclass from current taxes payable ​ — ​ (416,998) Deferred tax true up ​ (69,386) ​ 66,415 Closing balance ​ $ 598,585 ​ $ (403,248)

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Allowance for doubtful accounts	$ 32,457		$ 32,457	$ 0
Estimated useful lives	3 years		3 years
IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
One-time transaction expenses for professional fees, including legal, taxation, business consulting, and auditing services	$ 92,000	$ 140,769	$ 358,471	587,852
Allowance for doubtful accounts	1,666,139		$ 1,576,415	1,038,956
Amortization intangible assets long lived life			5 years
Fair value of goodwill			$ 0	95,076
Customer list cost related to business acquisition				15,000
Customer list related to business acquisition			0	12,000
Amortization expenses			3,000	3,000
Impairment charges on long lived intangible assets	$ 0	$ 0	$ 104,076	$ 0
Maximum | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Revenue from contract with customer contractual term	3 years		3 years
Estimated useful lives	10 years		10 years
Minimum | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Revenue from contract with customer contractual term	2 years		2 years
Expected performance period	3 years		3 years
Estimated useful lives	3 years		3 years
Encompass Healthcare Billing, LLC | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Subsidiary, ownership percentage	100%		100%

Business Acquisition - Addition

Business Acquisition - Additional Information (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition
Fair value of goodwill		$ 0	$ 95,076
Encompass Healthcare Billing, LLC
Business Acquisition
Percentage of interests acquired	100%
Business Acquisition, equity interest issued	22
Business Acquisition, equity interest issued value	$ 300,000
Cash payment	300,000		$ 300,000
Cash payment of consideration	300,000	300,000
Fair value of goodwill	$ 95,076	$ 95,076

Business Acquisition - Consider

Business Acquisition - Consideration of business acquisition (Details) - Encompass Healthcare Billing, LLC - IDoc Virtual Telehealth Solutions, Inc. - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition
Cash payment	$ 300,000		$ 300,000
Total consideration	$ 300,000	$ 300,000

Business Acquisition - Fair val

Business Acquisition - Fair values of identifiable net assets and liabilities (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Business Acquisition
Customer list related to business acquisition	$ 0	$ 12,000
Fair value of goodwill	0	$ 95,076
Encompass Healthcare Billing, LLC
Business Acquisition
Cash			$ 39,313
Accounts receivable			157,954
Customer list related to business acquisition			15,000
Right-of -use asset			78,464
Total assets			290,731
Accounts payable			7,343
Right-of -use liability			78,464
Total liabilities			85,807
Total fair value of identifiable net assets and liabilities			204,924
Fair value of goodwill	$ 95,076		$ 95,076

Fixed Assets - Summary of fixed

Fixed Assets - Summary of fixed assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fixed Assets
Fixed Assets, gross	$ 13,075		$ 4,335
Less accumulated. Depreciation	(1,296)		(678)
Fixed Assets, net	11,779		3,657
Depreciation expense	618	$ 47	678	$ 0
IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	131,216		131,216	42,482
Less accumulated. Depreciation	(20,920)		(17,172)	(3,776)
Fixed Assets, net	110,296		114,044	38,706
Depreciation expense	3,748	$ 3,074	13,396	3,776
Office equipment
Fixed Assets
Fixed Assets, gross	5,932		3,335
Office equipment | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	28,506		28,506	28,506
Medical equipment
Fixed Assets
Fixed Assets, gross	7,143		1,000
Medical equipment | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	89,246		89,246	$ 13,976
Furniture | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	6,153		6,153
Leasehold improvements | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	$ 7,311		$ 7,311

Intangible Assets - Consist of

Intangible Assets - Consist of intangible assets (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill	$ 0	$ 95,076
Customer list, net		12,000
Ending balance		$ 107,076

Intangible Assets - Additional

Intangible Assets - Additional Information (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill impairment expenses	$ 95,076	$ 0
Amortization estimated useful life	5 years
Amortization expenses	$ 3,000	$ 3,000
Intangible assets impairment expenses	$ 9,000

Leases - Operating Leases (Deta

Leases - Operating Leases (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2028	Aug. 31, 2027	Aug. 31, 2026	Aug. 31, 2025	Aug. 31, 2024	Jun. 24, 2022	Jun. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Leases
Incremental borrowing rate	5%		5%
Operating lease expense	$ 58,140	$ 63,072	$ 243,525	$ 256,029
Operating right-of-use assets
Office Lease	1,119,026		1,216,055	1,130,642
Less accumulated amortization	(293,475)		(337,743)	(344,514)
Right-of-use, net	825,551		878,312	786,128
Operating lease liabilities
Office Lease	861,981		886,602	786,128
Less: current portion	(251,169)		(222,325)	(194,834)
Long term portion	610,812		664,277	591,294
Future minimum rent payments under the operating lease
Year ending December 31, 2024	270,740		241,850
Year ending December 31, 2025	237,240		236,520
Year ending December 31, 2026	220,190		239,440
Year ending December 31, 2027	123,120		132,400
Year ending December 31, 2028	51,800		82,880
Total future minimum lease payments	903,090		933,090
Less imputed interest	(41,109)		(46,488)
Office Lease	$ 861,981		$ 886,602	$ 786,128
Massachusetts Lease
Leases
Monthly lease payments					$ 10,360	$ 10,120	$ 9,870	$ 9,630	$ 9,380
Texas Lease
Leases
Monthly lease payments											$ 10,000
Georgia Lease
Leases
Monthly lease payments										$ 4,097	$ 6,000
Colorado Lease
Leases
Monthly lease payments		$ 5,024										$ 4,851	$ 4,678

Leases - Finance Leases (Detail

Leases - Finance Leases (Details) - IDoc Virtual Telehealth Solutions, Inc.	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) lease
Number of finance leases | lease				3
Monthly lease payments				$ 20,313
Finance right-of-use assets
Equipment Lease	$ 849,662		$ 849,662	849,662
Less accumulated amortization	(359,060)		(305,957)	(93,541)
Right-of-use, net	490,602		543,705	756,121
Finance lease liabilities
Equipment Lease	722,439		712,867	767,094
Less: current portion	(447,311)		(386,370)	(156,128)
Long term portion	275,128		326,497	610,966
Future minimum rent payments under the finance lease
Year ending December 31, 2024	447,309		386,370
Year ending December 31, 2025	243,758		243,758
Year ending December 31, 2026	75,545		136,484
Total future minimum lease payments	766,612		766,612
Less imputed interest	(44,173)		(53,745)
Equipment Lease	722,439		712,867	767,094
Expenses incurred with respect to finance leases
Finance lease amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53,104	$ 53,104	212,416	93,540
Finance lease interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9,573	12,995	47,990	24,706
Total finance lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 62,677	$ 66,099	$ 260,406	$ 118,246
Weighted average remaining lease term	2 years 3 months 18 days		2 years 7 months 6 days	3 years 7 months 6 days
Weighted average discount rate	6.92%		6.92%	6.92%

Factoring Payable (Details)

Factoring Payable (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)						12 Months Ended
	Dec. 20, 2023	Nov. 08, 2023	Oct. 13, 2023	Jul. 28, 2023	Jun. 21, 2023	Dec. 31, 2023	Mar. 31, 2024
Factoring Payable
Amount of future receipts being sold	$ 228,000	$ 75,000		$ 140,000	$ 299,000
Net purchase price	150,000	111,000		100,000	207,639
Amount to be collected by purchase on weekly basis	$ 10,364	$ 6,937		$ 5,000	$ 7,475
Interest rate (in percent)	0%	0%		0%	0%
Loss on sale of future receipts	$ 78,000	$ 36,000		$ 40,000	$ 91,361
Administrative fees associated with processing the transaction	15,000	3,750		1,295	7,267
Factoring payable on current period	$ 136,873	$ 92,125		52,189	130,977
Future receipts sale agreement one
Factoring Payable
Amount of future receipts being sold			$ 186,250		299,000
Net purchase price			125,000		207,639
Amount to be collected by purchase on weekly basis			$ 7,760		$ 7,475
Interest rate (in percent)			0%		0%
Loss on sale of future receipts						$ 61,250
Administrative fees associated with processing the transaction						7,546
Factoring payable on current period						130,977	$ 110,477
Future receipts sale agreement two
Factoring Payable
Amount of future receipts being sold			$ 108,000	140,000
Net purchase price			75,000	100,000
Amount to be collected by purchase on weekly basis			$ 3,484	$ 5,000
Interest rate (in percent)			0%	0%
Loss on sale of future receipts			$ 33,000
Administrative fees associated with processing the transaction			1,740
Factoring payable on current period			$ 97,548			$ 52,189	$ 40,273

Line of Credit and Notes Paya_3

Line of Credit and Notes Payable - Summary of the notes payable and line of credit (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit and Notes Payable
Total notes payable and line of credit	$ 220,000	$ 220,000	$ 666,667
Less: unamortized discount on notes payable			259,536
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	3,537,880	3,497,680	3,409,189
Less: unamortized discount on notes payable			275,759
Less: current portion	(2,037,280)	(1,997,080)	(1,324,505)
Total notes payable and line of credit	1,500,600	1,500,600	1,808,925
Note payable issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	336,983	336,983	426,922
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	456,097	456,097	495,000
Note payable issued December 1, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	1,500,600	1,500,600	1,500,600
Note payable issued October 6, 2022
Line of Credit and Notes Payable
Total notes payable and line of credit			666,667
Note payable issued October 6, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit			666,667
Note payable issued November 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	200,000	200,000	100,000
Note payable issued January 25, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	100,000	100,000
Note payable issued February 14, 2023 and December 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	585,000	585,000	$ 220,000
Note payable issued August 3, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	33,000	33,000
Note payable issued August 18, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	64,000	64,000
Note payable issued November 13, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	22,000	22,000
Note payable issued November 30, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	$ 224,000	$ 200,000

Line of Credit and Notes Paya_4

Line of Credit and Notes Payable - Required principal payments (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Total notes payable at carrying value		$ 220,000	$ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Year Ending December 31, 2024	$ 2,037,280	1,997,080
Year Ending December 31, 2025	4,567	4,567
Year Ending December 31, 2026	26,534	26,534
Year Ending December 31, 2027	37,720	37,720
Year Ending December 31, 2028	39,008	39,008
Thereafter	1,392,771	1,392,771
Total notes payable at carrying value	$ 3,537,880	$ 3,497,680

Line of Credit and Notes Paya_5

Line of Credit and Notes Payable - Notes Payable (Details)																1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 01, 2024 USD ($)	Nov. 30, 2023 USD ($)	Nov. 18, 2023 USD ($)	Nov. 13, 2023 USD ($)	Nov. 01, 2023	Oct. 05, 2023 USD ($)	Aug. 18, 2023 USD ($)	Aug. 13, 2023 USD ($)	Aug. 03, 2023 USD ($)	Jan. 25, 2023 USD ($)	Jan. 12, 2023 USD ($)	Dec. 15, 2022 USD ($)	Nov. 15, 2022 USD ($)	Oct. 06, 2022 USD ($)	Nov. 29, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) payment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) payment	Dec. 31, 2022 USD ($)	Mar. 28, 2023 USD ($)	Feb. 14, 2023 USD ($)	Feb. 26, 2022 USD ($)	Feb. 25, 2022 USD ($)	Dec. 29, 2021 USD ($)	Dec. 01, 2021 USD ($)
Line of Credit and Notes Payable
Outstanding balance																			$ 220,000	$ 407,131
Amortization of discount on note payable																	$ 7,000	$ 25,386	93,733	15,934
Total notes payable and line of credit																	220,000		220,000	666,667
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance										$ 110,000							$ 200,000		$ 200,000
Debt instrument interest rate					3%												8.50%		8.50%
Outstanding balance																	$ 3,537,880		$ 3,497,680
Amortization of discount on note payable																		41,795	51,816	19,712
Total notes payable and line of credit																	3,537,880		3,497,680	3,409,189
Contingent liability																	600,000		$ 600,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					us-gaap:PrimeRateMember										us-gaap:PrimeRateMember				us-gaap:PrimeRateMember
Exchange Agreement
Line of Credit and Notes Payable
Contingent liability																	600,000		$ 600,000
Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Contingent liability																	$ 600,000		$ 600,000
Note payable issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance															$ 654,044
Debt instrument interest rate															4.284%
Increase in interest rate (as a percent)					3%
Effective interest rate (in percent)																	8.50%		8.50%
Number of installments | payment																	36		36
Periodic payment																	$ 19,409		$ 19,409
Outstanding balance																	336,983		336,983	426,922
Interest expense recorded																	9,794		4,411	25,198
Accrued interest																	17,304		7,509	105
Total notes payable and line of credit																	$ 336,983		$ 336,983	426,922
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance															$ 500,000										$ 500,000
Increase in interest rate (as a percent)															3%		3%
Effective interest rate (in percent)																			8.50%						8.50%
Outstanding balance																	$ 456,097		$ 456,097	495,000
Interest expense recorded																	13,259		11,184	30,863
Accrued interest																	16,109		4,201	1,004
Total notes payable and line of credit																	456,097		456,097	495,000
Note payable issued December 1, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																							$ 1,500,700	$ 1,000,700		$ 500,000
Debt instrument interest rate																										3.75%
Periodic payment	$ 7,682
Outstanding balance																			1,500,600	1,500,600
Interest expense recorded																	14,029		13,875	33,269
Accrued interest																	103,571		89,541	33,269
Total notes payable and line of credit																	$ 1,500,600		$ 1,500,600	1,500,600
Note payable issued October 6, 2022
Line of Credit and Notes Payable
Principal balance														$ 666,667						666,667
Total notes payable and line of credit																				666,667
Note payable issued October 6, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance														666,667
Amount of cash proceeds received														$ 600,000
Total notes payable and line of credit																				666,667
Note payable issued November 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance													$ 200,000
Debt instrument interest rate																	10%		10%
Amount of cash proceeds received											$ 100,000		100,000
Outstanding balance													$ 200,000				$ 200,000		$ 200,000	100,000
Interest expense recorded																	0		5,000
Accrued interest																	0		0	2,583
Total notes payable and line of credit																	200,000		200,000	100,000
Note payable issued January 25, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)										10%
Principal balance										$ 100,000
Debt instrument interest rate										12%
Outstanding balance										$ 100,000							100,000		100,000
Accrued interest																	0		0
Total notes payable and line of credit																	100,000		100,000
Note payable issued February 14, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																						$ 585,500
Outstanding balance																						585,500
Note payable issued December 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)												10%
Principal balance												$ 220,000										$ 423,500
Debt instrument interest rate												12%
Outstanding balance												$ 200,000					585,000		585,000	203,778
Accrued interest																	0		0	1,454
Note payable issued August 3, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)									10%
Principal balance									$ 33,000
Debt instrument interest rate									8%
Increase in interest rate (as a percent)									24%
Outstanding balance									$ 33,000								33,000		33,000
Amortization of discount on note payable																	0		3,000
Interest expense recorded									2,145										3,660
Accrued interest									$ 2,145								2,805		660
Total notes payable and line of credit																	33,000		33,000
Note payable issued August 18, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)			8.50%				8.50%
Principal balance			$ 64,000				$ 64,000
Debt instrument interest rate			8%				8%
Outstanding balance							$ 64,000										64,000		64,000
Amortization of discount on note payable																	0		5,000
Interest expense recorded							4,160												6,280
Accrued interest							$ 4,160										5,440		1,280
Total notes payable and line of credit																	64,000		64,000
Default interest rate (as a percent)			24%				24%
Note payable issued November 13, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)				10%				10%
Principal balance				$ 22,000				$ 22,000
Debt instrument interest rate				12%				12%
Outstanding balance				$ 22,000													22,000		22,000
Amortization of discount on note payable				0															2,000
Interest expense recorded				1,430															2,220
Accrued interest				$ 1,430													1,650		220
Total notes payable and line of credit																	22,000		22,000
Note payable issued November 13, 2023 | Maximum | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Debt instrument interest rate				24%				24%
Note payable issued November 30, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance		$ 200,000																			$ 224,000
Debt instrument interest rate		24%
Outstanding balance		$ 200,000															224,000		200,000
Interest expense recorded																			0
Accrued interest																	0		0
Total notes payable and line of credit																	224,000		200,000
Default interest rate (as a percent)		24%
Note payable issued November 30, 2023 | Maximum | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Default interest rate (as a percent)		24%
Bridge Notes
Line of Credit and Notes Payable
Outstanding balance																	0		0	407,131
Amortization of discount on note payable																$ 16,484	0		50,734	15,934
Interest expense recorded																16,484			50,731
Total interest expense																$ 32,968			101,465
Accrued interest																	0		0	15,934
Bridge Notes | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)														10%
Outstanding balance																	0		0	407,131
Amortization of discount on note payable																	0	16,484	50,916
Interest expense recorded																	0	16,484	50,733
Total interest expense																		$ 32,968	101,649
Accrued interest																	$ 0		$ 0	$ 15,934
Bridge Notes | Securities purchase agreement
Line of Credit and Notes Payable
Original issue discount (as a percent)														10%
Principal balance														$ 2,222,222
Amount of cash proceeds received														$ 600,000
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination														110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination														90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination														100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination														90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination														10%
Mandatory default penalty (as a percent)						125%								125%
Fair value of the embedded derivative at issuance														$ 208,803
Total notes payable and line of credit														457,864
Late fee (as a percent)						10%
Default interest rate (as a percent)						24%
Interest expense on debt default						$ 383,790
Bridge Notes | Securities purchase agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance														$ 2,222,222
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination														110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination														90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination														100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination														90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination														10%
Mandatory default penalty (as a percent)						125%											125%		125%
Fair value of the embedded derivative at issuance																	$ 208,803		$ 208,803
Total notes payable and line of credit																	457,864		457,864
Late fee (as a percent)						10%
Default interest rate (as a percent)						24%
Interest expense on debt default						$ 383,789
Bridge Notes | Exchange Agreement
Line of Credit and Notes Payable
Nonexchangeable principal amount of note																			600,000
Bridge Notes | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Interest expense on debt default																			383,789
Nonexchangeable principal amount of note																			600,000
Gain on forgiveness of debt																			107,862
Original Notes | Exchange Agreement
Line of Credit and Notes Payable
Interest expense on debt default																			383,789
Aggregate current value																	3,723,744		3,723,744
DHAC Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																	88,889		88,889
Principal balance																	888,889		888,889
DHAC Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																	88,889		88,889
Principal balance																	888,889		888,889
Aggregate current value																			3,723,744
VSee Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																	66,667		66,667
Principal balance																	666,667		666,667
Outstanding balance																	600,000		600,000
Amount to be converted																	600,000		600,000
VSee Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																	66,667		66,667
Principal balance																	666,667		666,667
Amount to be converted																	600,000		600,000
iDoc Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																	66,667		66,667
Principal balance																	666,667		666,667
Outstanding balance																	600,000		600,000
Amount to be converted																	600,000		600,000
iDoc Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																	66,667		66,667
Principal balance																	666,667		666,667
Aggregate current value																	3,723,744
Amount to be converted																	600,000		600,000
Exchange Notes | Exchange Agreement
Line of Credit and Notes Payable
Principal balance																	2,523,744		2,523,744
Exchange Notes | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																	$ 2,523,744		$ 2,523,744

Line of Credit and Notes Paya_6

Line of Credit and Notes Payable - Line of credit amendment (Details) - USD ($)				3 Months Ended	12 Months Ended
	Nov. 01, 2023	Dec. 29, 2021	Nov. 29, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 25, 2023
Line of Credit and Notes Payable
Outstanding balance					$ 220,000	$ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance				$ 200,000	$ 200,000		$ 110,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember		us-gaap:PrimeRateMember		us-gaap:PrimeRateMember
Outstanding balance				$ 3,537,880	$ 3,497,680
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance		$ 500,000	$ 500,000
Basis spread (as a percent)		1.25%	1.25%
Increase in interest rate (as a percent)			3%	3%
Effective interest rate (in percent)		8.50%			8.50%
Outstanding balance				$ 456,097	$ 456,097	495,000
Interest expense recorded				13,259	11,184	30,863
Accrued interest				$ 16,109	$ 4,201	$ 1,004

Fair Value Measurements - Finan

Fair Value Measurements - Financial liabilities that were accounted for at fair value on a recurring basis (Details)	Dec. 31, 2022 USD ($)
Liabilities:
Bridge Note - Embedded Derivative	$ 273,534
Total	208,803
IDoc Virtual Telehealth Solutions, Inc.
Liabilities:
Bridge Note - Embedded Derivative	273,534
Recurring | IDoc Virtual Telehealth Solutions, Inc.
Liabilities:
Bridge Note - Embedded Derivative	273,534
Total	273,534
Level 3 | Recurring | IDoc Virtual Telehealth Solutions, Inc.
Liabilities:
Bridge Note - Embedded Derivative	273,534
Total	$ 273,534

Fair Value Measurements - Key i

Fair Value Measurements - Key inputs into the simulation model (Details) - Level 3 - Bridge Note Embedded Derivative - IDoc Virtual Telehealth Solutions, Inc.	Dec. 31, 2023	Nov. 21, 2023	Oct. 05, 2022
CCC bond rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key inputs into the simulation model
Measurement input	15.09		14.09
Probability of early termination/repayment - BC not completed . . .
Key inputs into the simulation model
Measurement input	5		10
Probability of early termination/repayment - BC completed or PIPE completed
Key inputs into the simulation model
Measurement input	95		90
Probability of completing a business combination by March 31, 2023
Key inputs into the simulation model
Measurement input	50		50
Probability of completing a business combination by June 30, 2023
Key inputs into the simulation model
Measurement input	50		50
Implied volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key inputs into the simulation model
Measurement input	6	0.1	12
Risk free rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key inputs into the simulation model
Measurement input	4.76	5.38	4.01

Fair Value Measurements - Cha_2

Fair Value Measurements - Change in the fair value of the Level 3 financial liabilities (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Financial Instruments
Bridge Note Embedded Derivative, Beginning Fair Value	$ 273,534	$ 0
Change in fair value	(92,449)	64,731
Bridge Note Embedded Derivative, Ending Fair Value	0	273,534
IDoc Virtual Telehealth Solutions, Inc.
Financial Instruments
Transfers between levels	0	0
Bridge Note Embedded Derivative | IDoc Virtual Telehealth Solutions, Inc.
Financial Instruments
Bridge Note Embedded Derivative, Beginning Fair Value	273,534
Fair value at October 5, 2022 (Initial measurement)		208,803
Change in fair value	(92,449)	64,731
Derivative adjustment from the Exchange Agreement	$ (181,085)
Bridge Note Embedded Derivative, Ending Fair Value		$ 273,534

Related Party (Details)_2_3

Related Party (Details) - USD ($)		3 Months Ended		12 Months Ended
	May 15, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	May 16, 2026	May 15, 2026	Jan. 25, 2023
Related Party
Proceeds from related party towards future operating expenses					$ 127,710
Proceeds from related party towards operating expenses		$ 0		$ 192,184	$ 18,612
Balance due to related party, extensible enumeration		Related party		Related party	Related party
Proceeds from loan payable, related party			$ 120,000	$ 190,000	$ 110,000
IDoc Virtual Telehealth Solutions, Inc.
Related Party
Balance due to related party, extensible enumeration				Related party	Related party
Proceeds from loan payable, related party	$ 200,000			$ 200,000
Original issue discount (in percent)						0%	0%
Principal balance		$ 200,000		200,000				$ 110,000
Accrued interest included within accounts payable and accrued liabilities		0		0
Default interest rate (in percent)	80%
Auto lease payments			47,945	76,009	$ 82,568
CEO
Related Party
Proceeds from loan payable, related party					110,000
CEO | IDoc Virtual Telehealth Solutions, Inc.
Related Party
Proceeds from related party towards future operating expenses		39,670		136,981	146,684
Proceeds from related party towards operating expenses		0		192,184	18,612
Balance due from related party		1,047,771		1,008,101	678,936
Auto lease payments				32,450	59,100
Office lease payments		$ 30,000	$ 48,000	$ 186,000	$ 162,000

Commitments Contingencies and_8

Commitments Contingencies and Concentration Risk (Details)						3 Months Ended		12 Months Ended
	Nov. 30, 2023 USD ($)	Nov. 21, 2023 USD ($) $ / shares shares	Nov. 13, 2023 USD ($)	Nov. 01, 2023	Nov. 29, 2021	Mar. 31, 2024 USD ($) customer item	Mar. 31, 2023	Dec. 31, 2023 USD ($) customer item	Dec. 31, 2022 USD ($) customer
Commitments Contingencies and Concentration Risk
Contingent liabilities for a legal settlement related to compensation disputes by a former employee								$ 0	$ 90,000
Unpaid commitment						$ 382,765		410,233	714,555
Common stock shares agreed to sell | shares		300,000
Price per share | $ / shares		$ 2
Principal amount bridge note exchanged with common stock		$ 600,000
Original issue discount		$ 66,667
IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Contingent liabilities for a legal settlement related to compensation disputes by a former employee						$ 0		$ 0	$ 90,000
Number of Robots purchased | item						20		20
Purchase commitment						$ 711,900		$ 711,900
Unpaid commitment						$ 530,300		$ 531,900
Number of Robots deployed | item						125		125
Debt instrument interest rate				3%		8.50%		8.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]				us-gaap:PrimeRateMember	us-gaap:PrimeRateMember			us-gaap:PrimeRateMember
Repayments of debt	$ 80,000		$ 20,000
Common stock shares agreed to sell | shares		300,000
Price per share | $ / shares		$ 2
Principal amount bridge note exchanged with common stock		$ 66,667
Original issue discount		$ 600,000
Accounts receivable | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer						0
Accounts receivable | Customer concentration | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer								0	0
Revenues | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer						2		2	2
Revenues | Customer concentration | Customer one | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Percentage of concentration risk						28%
Revenues | Customer concentration | Customer two | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Percentage of concentration risk							29%	33%	25%

Income Taxes - Schedule of co_2

Income Taxes - Schedule of components of income tax expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Current income Tax:
Current tax on profits			$ 14,334
Deferred tax:
Deferred taxation - current year			1,852,826	$ (694,363)
Deferred taxation - prior years			141,785
Total income tax benefit	$ 0	$ 182,843	(1,838,490)	694,363
IDoc Virtual Telehealth Solutions, Inc.
Current income Tax:
Current tax on profits			(12,489)	(22,281)
Tax regarding prior years			81,066
Deferred tax:
Deferred taxation - current year			1,071,219	(52,665)
Deferred taxation - prior years			(69,386)	66,415
Total income tax benefit	$ (55,603)	$ 72,270	$ 1,070,410	$ (8,531)

Income Taxes - Schedule of in_3

Income Taxes - Schedule of income tax rate reconciliation (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income (loss) before taxes	$ 29,169	$ (638,862)	$ (1,572,124)	$ (1,620,117)
Federal income tax benefit (expense) at statutory income tax rate of 21%			330,146	340,198
State income tax benefit (expense), net of federal benefit			121,463	93,644
Permanent differences, net			17,377	17,892
Other			156,123	242,629
Total income tax benefit	0	182,843	(1,838,490)	694,363
IDoc Virtual Telehealth Solutions, Inc.
Income (loss) before taxes	249,089	(321,637)	(4,930,528)	(9,593)
Federal income tax benefit (expense) at statutory income tax rate of 21%	(52,318)	68,000	1,035,411	2,015
State income tax benefit (expense), net of federal benefit	(3,285)	4,270	61,164	10,295
Permanent differences, net			(46,979)	(87,256)
Deferred tax true-up			(69,386)	66,415
Other			90,200
Total income tax benefit	$ (55,603)	$ 72,270	$ 1,070,410	$ (8,531)

Income Taxes - Schedule of net

Income Taxes - Schedule of net deferred tax assets (liabilities) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Non-current
NOL carryforward	$ 2,333,448	$ 1,843,424
Deferred revenue	121,052	9,402
IDoc Virtual Telehealth Solutions, Inc.
Non-current
Cash to accrual	(285,668)	(952,237)
Right of use assets	(317,376)	(323,872)
Right of use liabilities	356,981	326,176
NOL carryforward	839,597	546,861
Fixed assets	(2,157)	(176)
Deferred revenue	4,463
Charitable contribution carryover	2,745
Net deferred tax assets (liabilities)	$ 598,585	$ (403,248)	$ 0

Income Taxes - Schedule of re_2

Income Taxes - Schedule of reconciliation of deferred tax assets (liabilities), net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Tax benefit/(expense) during the period recognized in profit or loss	$ 1,852,826	$ (694,363)
IDoc Virtual Telehealth Solutions, Inc.
Opening balance	(403,248)	0
Tax benefit/(expense) during the period recognized in profit or loss	1,071,219	(52,665)
Reclass from current taxes payable	0	(416,998)
Deferred tax true up	(69,386)	66,415
Closing balance	$ 598,585	$ (403,248)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income tax statutory rate (in percent)	21%	21%	21%	21%
Uncertain tax positions	$ 0		$ 0	$ 0
Penalties and interest expense			$ 0	$ 0
IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Income tax statutory rate (in percent)	21%	21%	21%	21%
Uncertain tax positions	$ 0		$ 0	$ 0
Penalties and interest expense			0	$ 0
Georgia | IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Operating loss carryforward not subject to expiration			3,600,000
Colorado | IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Operating loss carryforward not subject to expiration			700,000
Operating loss carryforward subject to expiration			$ 1,000,000

Subsequent Events (Details)_2_3

Subsequent Events (Details)	Feb. 13, 2024 USD ($) $ / shares shares
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
Subsequent Events
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
Subsequent Events | IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000

CONDENSED CONSOLIDATED BALANC_3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 689,280	$ 118,734		$ 230,664
Accounts receivable, net	627,395	628,480		389,453
Prepaids and other current assets	102,325	79,920		139,661
Total current assets	1,419,000	827,134		759,778
Deferred tax asset				1,852,826
Fixed assets, net	11,779	3,657
Total assets	1,430,779	830,791		2,612,604
Current liabilities
Deferred revenue	1,371,527	802,524		956,561
Note payable, net of discount	220,000	220,000		407,131
Contingent liability	600,000	600,000
Embedded derivative				273,534
Loan payable, related party	330,000	323,000		110,000
Total liabilities	4,814,257	4,243,438		2,614,637
Commitments and contingencies (Note 8)
Stockholders' deficit
Common stock, $1.00 par value; 5,000 shares authorized 4,978 issued and outstanding	1,000	1,000		1,000
Additional paid in capital	6,026,457	6,026,457		6,026,457
Accumulated deficit	(9,117,796)	(9,114,985)		(5,666,895)
Total liabilities and stockholders' deficit	1,430,779	830,791		2,612,604
IDoc Virtual Telehealth Solutions, Inc.
Current assets
Cash and cash equivalents	74,184	63,037		147,685
Accounts receivable, net	2,964,616	2,266,302		5,107,835
Due from related party	$ 1,047,771	$ 1,008,101		$ 678,936
Due from related party	Related party	Related party		Related party
Prepaids and other current assets	$ 140,665	$ 123,205		$ 100,000
Total current assets	4,227,236	3,460,645		6,034,456
Note receivable, related party	$ 245,500	$ 245,500		$ 336,000
Note receivable, related party	Related party	Related party		Related party
Right-of-use asset, net	$ 1,316,153	$ 1,422,017		$ 1,542,249
Intangible assets, net				107,076
Deferred tax asset	563,094	598,585
Deposit	20,720	20,720
Fixed assets, net	110,296	114,044		38,706
Total assets	6,482,999	5,861,511		8,058,487
Current liabilities
Accounts payable	609,838	391,923		111,630
Accrued liabilities	1,195,054	841,514		650,677
Deferred revenue	20,000	20,000
Income taxes payable				22,281
Right-of-use liability	698,480	608,695		350,962
Line of credit	456,097	456,097		495,000
Factoring payable	491,974	660,578
Note payable, net of discount	1,581,183	1,540,983		829,505
Due on acquisition purchase	300,000	300,000		300,000
Contingent liability	600,000	600,000
Embedded derivative				273,534
Loan payable, related party	200,000	200,000
Total current liabilities	6,152,626	5,619,790		3,033,589
Notes payable, less current portion, net of discount	1,500,600	1,500,600		1,808,925
Right-of-use liability, less current portion	885,940	990,774		1,202,260
Deferred tax liability				403,248
Total liabilities	8,539,166	8,111,164		6,448,022
Commitments and contingencies (Note 8)
Stockholders' deficit
Common stock, $1.00 par value; 5,000 shares authorized 4,978 issued and outstanding	4,978	4,978		4,978
Additional paid in capital	209,521	209,521		209,521
Accumulated deficit	(2,270,666)	(2,464,152)		1,395,966
Total stockholders' deficit	(2,056,167)	(2,249,653)	$ 1,361,098	1,610,465	$ 1,418,589
Total liabilities and stockholders' deficit	$ 6,482,999	$ 5,861,511		$ 8,058,487

CONDENSED CONSOLIDATED BALANC_4

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	18,000,000	18,000,000	18,000,000
Common stock, shares issued	9,998,446	9,998,446	9,998,446
Common stock, shares outstanding	9,998,446	9,998,446	9,998,446
IDoc Virtual Telehealth Solutions, Inc.
Common stock, par value	$ 1	$ 1	$ 1
Common stock, shares authorized	5,000	5,000	5,000
Common stock, shares issued	4,978	4,978	4,978
Common stock, shares outstanding	4,978	4,978	4,978

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenues
Total Revenue	$ 1,495,995	$ 1,596,268	$ 5,840,889	$ 6,377,760
Cost of Goods Sold	386,253	575,322	1,933,195	1,542,657
Gross margin	1,109,742	1,020,946	3,907,694	4,835,103
Operating expenses
General and administrative	151,348	281,253	962,616	1,283,172
Transaction expenses	26,338	41,286	86,799	216,025
Total operating expenses	1,071,263	1,658,091	5,466,443	6,515,137
Net operating profit (loss)	38,479	(637,145)	(1,558,749)	(1,680,034)
Other income (expenses):
Interest expense	(9,310)	(47,402)	(191,323)	(31,868)
Change in fair value on derivative		26,069	90,200	(64,731)
Other income		19,616	(20,114)	156,516
Total other expenses	(9,310)	(1,717)	(13,375)	59,917
Income (loss) before income taxes	29,169	(638,862)	(1,572,124)	(1,620,117)
Income tax benefit	0	182,843	(1,838,490)	694,363
Net loss attributable to stockholders	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Net income (loss) per share attributable to common shareholders:
Basic	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Weighted average number of shares outstanding, basic	9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted	9,998,446	9,998,446	9,998,446	9,998,446
IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 1,639,765	$ 1,948,691	$ 6,626,190	$ 8,509,237
Cost of Goods Sold	400,563	790,133	2,451,633	3,229,891
Gross margin	1,239,202	1,158,558	4,174,557	5,279,346
Operating expenses
General and administrative	288,684	574,979	6,052,031	1,824,460
Compensation and related benefits	402,333	617,794	2,044,822	2,688,844
Professional fees	110,182	47,400	87,886	105,996
Transaction expenses	92,000	140,769	358,471	587,852
Total operating expenses	893,199	1,380,942	8,543,210	5,207,152
Net operating profit (loss)	346,003	(222,384)	(4,368,653)	72,194
Other income (expenses):
Interest expense	(78,714)	(121,387)	(317,048)	(152,626)
Change in fair value on derivative		26,069	90,200	(64,731)
Impairment charges			(104,076)
Other income	(18,200)	(3,935)	(338,813)	135,570
Total other expenses	(96,914)	(99,253)	(561,875)	(81,787)
Income (loss) before income taxes	249,089	(321,637)	(4,930,528)	(9,593)
Income tax benefit	(55,603)	72,270	1,070,410	(8,531)
Net loss attributable to stockholders	$ 193,486	$ (249,367)	$ (3,860,118)	$ (18,124)
Net income (loss) per share attributable to common shareholders:
Basic	$ 38.9	$ (50.1)	$ (775.4)	$ (3.6)
Diluted	$ 38.9	$ (50.1)	$ (775.4)	$ (3.6)
Weighted average number of shares outstanding, basic	4,978	4,978	4,978	4,978
Weighted average number of shares outstanding, diluted	4,978	4,978	4,978	4,978
Patient Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 1,121,355	$ 999,878	$ 3,475,666	$ 5,398,566
Telehealth Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	512,710	673,337	2,434,210	2,053,497
Institutional Fees | IDoc Virtual Telehealth Solutions, Inc.
Revenues
Total Revenue	$ 5,700	$ 275,476	$ 716,314	$ 1,057,174

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Additional Paid-in Capital [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Retained Earnings [Member] IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Retained Earnings [Member]	IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC [Member]	Total
Balance at the beginning at Dec. 31, 2021	$ 4,000	$ 499	$ 1,414,090		$ 1,418,589
Balance at the beginning (in shares) at Dec. 31, 2021	4,000
CHANGES IN STOCKHOLDERS' DEFICIT
Reallocation of existing shares	$ 957	(957)
Reallocation of existing shares (in shares)	957
Sale of common stock	$ 21	209,979			210,000
Sale of common stock (in shares)	21
Net income (loss)			(18,124)	$ (836,205)	(18,124)	$ (836,205)
Balance at the end at Dec. 31, 2022	$ 4,978	209,521	1,395,966		$ 1,610,465
Balance at the end (in shares) at Dec. 31, 2022	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			(249,367)	(451,252)	$ (249,367)	$ (451,252)
Balance at the end at Mar. 31, 2023	$ 4,978	209,521	1,146,599		1,361,098
Balance at the end (in shares) at Mar. 31, 2023	4,978
Balance at the beginning at Dec. 31, 2022	$ 4,978	209,521	1,395,966		$ 1,610,465
Balance at the beginning (in shares) at Dec. 31, 2022	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			(3,860,118)	(3,448,090)	$ (3,860,118)	$ (3,448,090)
Balance at the end at Dec. 31, 2023	$ 4,978	209,521	(2,464,152)		$ (2,249,653)
Balance at the end (in shares) at Dec. 31, 2023	4,978				4,978	9,998,446
CHANGES IN STOCKHOLDERS' DEFICIT
Net income (loss)			193,486	$ (2,811)	$ 193,486	$ (2,811)
Balance at the end at Mar. 31, 2024	$ 4,978	$ 209,521	$ (2,270,666)		$ (2,056,167)
Balance at the end (in shares) at Mar. 31, 2024	4,978				4,978	9,998,446

CONDENSED CONSOLIDATED STATEM_6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Net income (loss)	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Amortization of discount on note payable	7,000	25,386	93,733	15,934
Provision for doubtful accounts	9,201	18,308	32,457	15,131
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Changes in working capital requirements:
Accounts receivable	(8,116)	(92,933)	(271,484)	(118,490)
Prepaid and other current assets	(22,405)	16,150	59,741	5,559
Deferred tax asset		(182,841)	1,852,826	(694,363)
Deferred revenue	569,003	(129,418)	(154,037)	146,515
Net cash from operating activities	579,286	(353,316)	(632,595)	(825,776)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(8,740)	(1,690)	(4,335)
Net cash from financing activities	(8,740)	(1,690)	(4,335)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		200,000	200,000	600,000
Proceeds from loan payable, related party		120,000	190,000	110,000
Net cash from financing activities		320,000	525,000	710,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	118,734	230,664	230,664	346,440
CASH AND CASH EQUIVALENTS, END OF PERIOD	689,280	195,658	118,734	230,664
Supplemental disclosure of cash flow information
Cash paid for income taxes				16,000
IDoc Virtual Telehealth Solutions, Inc.
Net income (loss)	193,486	(249,367)	(3,860,118)	(18,124)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Amortization of discount on note payable		41,795	51,816	19,712
Amortization of right of use asset	53,104	53,104	212,415	93,541
Impairment expense			104,078	3,000
Depreciation and amortization	3,748	3,824	16,396	3,776
Provision for doubtful accounts	89,708	279,421	534,460	784,519
Change in fair value on embedded derivative		(26,069)	(90,200)	64,731
Loss on factoring payable	18,200		339,611
Changes in working capital requirements:
Accounts receivable	(788,023)	(708,299)	2,307,073	(3,114,354)
Due from related party	(39,670)	(115,193)	(329,165)	(177,576)
Prepaid and other current assets	(17,460)	(6,651)	(23,205)	(72,854)
Deferred tax asset	35,491		(598,585)
Accounts payable	217,914	155,574	280,293	29,180
Accrued liabilities	418,622	(41,638)	329,310	258,279
Deferred revenue			20,000
Income taxes payable			(22,281)	(394,719)
Deferred tax liability		(72,270)	(403,248)	403,248
Net cash from operating activities	185,120	(685,769)	(1,239,212)	(2,117,641)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net cash received				39,313
Proceeds on note receivable, related party		90,500	90,500	120,000
Issuance of note receivable, related party				(336,000)
Deposits			(20,720)
Purchase of fixed assets			(88,734)	(42,483)
Net cash from financing activities		90,500	(18,954)	(219,170)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit				70,000
Proceeds from factoring payable	31,500		608,916
Proceeds from notes payable	16,200	585,000	894,000	2,400,600
Proceeds from loan payable, related party			200,000
Payments on notes payable		(53,816)	(128,842)	(227,122)
Repayment on factoring payable	(221,673)		(324,547)
Repayment on leased equipment		(47,945)	(76,009)	(82,568)
Sale of common stock				210,000
Net cash from financing activities	(173,973)	483,239	1,173,518	2,370,910
NET CHANGE IN CASH AND CASH EQUIVALENTS	11,147	(112,030)	(84,648)	34,099
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	63,037	147,685	147,685	113,586
CASH AND CASH EQUIVALENTS, END OF PERIOD	74,184	35,655	63,037	147,685
Supplemental disclosure of cash flow information
Cash paid for interest expense	$ 1,351	$ 15,696	86,529	56,365
Non-cash investing and financing activities:
Right of use asset and liability			$ 555,562	1,824,981
Stock issued for acquisition				$ 300,000

Organization and Description _4

Organization and Description of Business	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Organization and Description of Business	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.	Note 1 Organization and Description of Business VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.
IDoc Virtual Telehealth Solutions, Inc.
Organization and Description of Business	Note 1 Organization and Description of Business iDoc Telehealth Solutions, Inc. was incorporated in the state of Virginia on February 26, 2014. The Company subsequently changed its name to iDoc Virtual Telehealth Solutions, Inc. on September 10, 2018, and incorporated in the state of Texas. Encompass Healthcare Billing, LLC (“Encompass”), a wholly owned subsidiary, was incorporated on December 17, 2014, in the state of Colorado and was acquired by the Company on January 1, 2022 (iDoc Virtual Telehealth Solutions, Inc., and Subsidiary collectively referred to as the “Company,” or “iDoc”). The Company is headquartered in Houston, Texas and is one of the leading providers of tele-intensive acute care and tele-neurocritical care in high-value hospital environments. The Company leverages its extensive telehealth platform and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of the brain, spinal cord, heart, and lungs that often have complicated medical problems. The Company is a virtual health services management company responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services medical billing. ​	Note 1 Organization and Description of Business iDoc Telehealth Solutions, Inc. was incorporated in the state of Virginia on February 26, 2014. The Company subsequently changed its name to iDoc Virtual Telehealth Solutions, Inc. on September 10, 2018, and incorporated in the state of Texas. Encompass Healthcare Billing, LLC (“Encompass”), a wholly owned subsidiary, was incorporated on December 17, 2014, in the state of Colorado and was acquired by the Company on January 1, 2022 (iDoc Virtual Telehealth Solutions, Inc., and Subsidiary collectively referred to as the “Company,” or “iDoc”). The Company is headquartered in Houston, Texas and is one of the leading providers of tele-intensive acute care and tele-neurocritical care in high-value hospital environments. The Company leverages its extensive telehealth platform and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of the brain, spinal cord, heart, and lungs that often have complicated medical problems. The Company is a virtual health services management company responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services medical billing.

Summary of Significant Accou_10

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and historically has had negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $26,338 and $41,286, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Assets Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of VSee Lab, Inc. and its 53.8% partially owned subsidiary, TAD. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $86,799 and $216,025, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively. Prepaid Assets Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of IDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. All intercompany amounts are eliminated upon consolidation. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payers by the Company. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two . Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the condensed consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material. Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses during 2022 and 2023 and historically has negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $92,000 and $140,769 respectively, for professional fees, including legal, taxation, business consulting, and auditing services. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations. Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $0 of impairment charges during the three months ended March 31, 2024 and 2023. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Note 2 Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of iDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ (deficit) equity, and statements of cash flows for the years ended Decembers 31, 2023 and 2022, in conformity with U.S. GAAP. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 1) 2) 3) 4) 5) The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in- network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Encompass Healthcare Client Billing Services The Company enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material. Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $358,471 and $587,852, respectively, for professional fees, including legal, taxation, business consulting, and auditing services. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $1,576,415 and $1,038,956 as of December 31, 2023 and 2022, respectively. Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations. Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt. Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three Intangible Assets Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the five-year estimated useful lives of the respective assets. Intangible assets comprise of goodwill and a customer list. As of December 31, 2023 and 2022, the fair value of goodwill is $0 and $95,076, respectively, as described in Note 3, Business Acquisition. During the year ended December 31, 2022, the Company acquired a customer list related to the acquisition valued at $15,000. The balance of the customer list is $0 and $12,000 as of December 31, 2023 and 2022, respectively. The Company recognized $3,000 of amortization expenses during the years ended December 31, 2023 and 2022, respectively. Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long- lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $104,076 and $0 of impairment charges during the years ended December 31, 2023 and 2022, respectively, on its goodwill and customer list intangible assets. Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2021-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024. Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.

Fixed Assets_2_3_4

Fixed Assets	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fixed Assets	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657 ​ During the three months ended March 31, 2024, the Company purchased office and medical equipment with a useful life of 3 years. Depreciation expense totaling $618 and $47 was recorded during the three months ended March 31, 2024 and 2023, respectively.	Note 5 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ — ​ During the year ended December 31, 2023, the Company purchased medical equipment with a useful life of 3 years. Depreciation expense totaling $678 and $0 was recorded during the years ended December 31, 2023 and 2022, respectively.
IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets	Note 3 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 89,246 Furniture ​ 6,153 ​ 6,153 Leasehold improvements ​ 7,311 ​ 7,311 ​ ​ 131,216 ​ 131,216 Less accumulated. Depreciation ​ (20,920) ​ (17,172) Fixed Assets, net ​ $ 110,296 ​ $ 114,044 ​ The Company recorded $3,748 and $3,074 in depreciation expenses during the three months ended March 31, 2024 and 2023, respectively.	Note 4 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 13,976 Furniture ​ 6,153 ​ — Leasehold improvements ​ 7,311 ​ — ​ ​ 131,216 ​ 42,482 Less accumulated. Depreciation ​ (17,172) ​ (3,776) Fixed Assets, net ​ $ 114,044 ​ $ 38,706 ​ The Company recorded $13,396 and $3,776 in depreciation expense during the years ended December 31, 2023 and 2022, respectively.

Leases_2

Leases	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Leases	Note 4 Leases Operating Leases The Company leases office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), Atlanta, Georgia (“Georgia Lease”) and Lakewood, Colorado (“Colorado Lease”). The Company commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and ends on January 31, 2027. The Company commenced a new Georgia lease on June 1, 2022, ending on May 31, 2027. The new Georgia lease was terminated on November 30, 2023. The Colorado Lease commenced on April 1, 2020, and ended on March 31, 2023. The monthly lease payments for the Massachusetts Lease are $9,380 between September 1, 2023 and August 31, 2024, $9,630 between September 1, 2024 and August 31, 2025, $9,870 between September 1, 2025 and August 31, 2026, $10,120 between September 1, 2026 and August 31, 2027, and $10,360 between September 1, 2027 and August 31, 2028. The monthly lease payments for the Texas Lease are $10,000, and for the Georgia Lease are $6,000 for the lease commenced on June 1, 2022. The monthly lease payments for the Colorado Lease are $4,678 between April 1, 2020 and March 31, 2021, $4,851 between April 1, 2021 and March 31, 2022 and $5,024 between April 1, 2022 and March 31, 2023. The Colorado lease was terminated on March 31, 2023. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 5.00%, as the interest rate implicit in most of its leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2024 and 2023, the Company recorded $58,140 and $63,072 as operating lease expense which is included in general and administrative expenses on the condensed consolidated statements of operations, respectively. Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 1,119,026 ​ $ 1,216,055 Less accumulated amortization ​ (293,475) ​ (337,743) Right-of-use, net ​ $ 825,551 ​ $ 878,312 ​ Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 861,981 ​ $ 886,602 Less: current portion ​ (251,169) ​ (222,325) Long term portion ​ $ 610,812 ​ $ 664,277 ​ Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 270,740 Year ending December 31, 2025 ​ 237,240 Year ending December 31, 2026 ​ 220,190 Year ending December 31, 2027 ​ 123,120 Year ending December 31, 2028 ​ 51,800 Total future minimum lease payments ​ 903,090 Less imputed interest ​ (41,109) PV of Payments ​ $ 861,981 ​ Finance Leases Commencing during the year ended December 31, 2022, the Company leases office equipment under three finance leases with combined monthly payments of $20,313. The leases mature on June 2026 and August 2026. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024 (Note 11). Equipment lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (359,060) ​ (305,957) Right-of-use, net ​ $ 490,602 ​ $ 543,705 ​ Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 722,439 ​ $ 712,867 Less: current portion ​ (447,311) ​ (386,370) Long term portion ​ $ 275,128 ​ $ 326,497 ​ Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 447,309 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 75,545 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (44,173) PV of Payments ​ $ 722,439 ​ Expenses incurred with respect to the Company’s finance leases during the three months ended March 31, 2024 and 2023 which are included in general and administrative expenses on the condensed consolidated statements of operations are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Finance lease amortization ​ $ 53,104 ​ $ 53,104 Finance lease interest ​ 9,573 ​ 12,995 Total finance lease expense ​ $ 62,677 ​ $ 66,099 ​ The weighted average remaining lease term and the weighted average discount rate on the finance leases at March 31, 2024 and December 31, 2023 are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Weighted average remaining lease term 2.3 years 2.6 years Weighted average discount rate 6.92 % 6.92 % ​	Note 6 Leases Operating Leases The Company leases office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), Atlanta, Georgia (“Georgia Lease”) and Lakewood, Colorado (“Colorado Lease”). The Company commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and ends on January 31, 2027. The Georgia Lease commenced on May 25, 2021, and ended on June 24, 2022. The Company commenced a new Georgia lease on June 1, 2022, ending on May 31, 2027. The new Georgia leas was terminated on November 30, 2023. The Colorado Lease commenced on April 1, 2020, and ended on March 31, 2023. The monthly lease payments for the Massachusetts Lease are $9,380 between September 1, 2023 and August 31, 2024, $9,630 between September 1, 2024 and August 31, 2025, $9,870 between September 1, 2025 and August 31, 2026, $10,120 between September 1, 2026 and August 31, 2027, and $10,360 between September 1, 2027 and August 31, 2028. The monthly lease payments for the Texas Lease are $10,000, and for the Georgia Lease are $6,000 for the lease commenced on June 1, 2022. The monthly lease payments for the Georgia lease terminated on June 24, 2022 were $4,097. The monthly lease payments for the Colorado Lease are $4,678 between April 1, 2020 and March 31, 2021, $4,851 between April 1, 2021 and March 31, 2022 and $5,024 between April 1, 2022 and March 31, 2023. The Colorado lease was terminated on March 31, 2023. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 5.00%, as the interest rate implicit in most of its leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the years ended December 31, 2023 and 2022, the Company recorded $243,525 and $256,029 as operating lease expense which is included in general and administrative expenses on the consolidated statements of operations, respectively. Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 1,216,055 ​ $ 1,130,642 Less accumulated amortization ​ (337,743) ​ (344,514) Right-of-use, net ​ $ 878,312 ​ $ 786,128 ​ Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 886,602 ​ $ 786,128 Less: current portion ​ (222,325) ​ (194,834) Long term portion ​ $ 664,277 ​ $ 591,294 ​ Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 241,850 Year ending December 31, 2025 ​ 236,520 Year ending December 31, 2026 ​ 239,440 Year ending December 31, 2027 ​ 132,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 933,090 Less imputed interest ​ (46,488) PV of Payments ​ $ 886,602 ​ Finance Leases Commencing during the year ended December 31, 2022, the Company leases office equipment under three finance leases with combined monthly payments of $20,313. The leases mature on June 2026 and August 2026. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024 (Note 11). Equipment lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (305,957) ​ (93,541) Right-of-use, net ​ $ 543,705 ​ $ 756,121 ​ Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 712,867 ​ $ 767,094 Less: current portion ​ (386,370) ​ (156,128) Long term portion ​ $ 326,497 ​ $ 610,966 ​ Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 386,370 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,484 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (53,745) PV of Payments ​ $ 712,867 ​ Expenses incurred with respect to the Company’s finance leases during the years ended December 31, 2023 and 2022 which are included in general and administrative expenses on the consolidated statements of operations are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Finance lease amortization ​ $ 212,416 ​ $ 93,540 Finance lease interest ​ 47,990 ​ 24,706 Total finance lease expense ​ $ 260,406 ​ $ 118,246 ​ The weighted average remaining lease term and the weighted average discount rate on the finance leases at December 31, 2023 and 2022 are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2023 ​ 2022 ​ Weighted average remaining lease term ​ 2.6 years 3.6 years Weighted average discount rate 6.92 % 6.92 % ​

Factoring Payable_2

Factoring Payable	12 Months Ended
	Dec. 31, 2023
IDoc Virtual Telehealth Solutions, Inc.
Factoring Payable	Note 7 Factoring Payable On June 21, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $299,000 for a net purchase price of $207,639. Under the agreement, the Company authorized the Purchaser to collect $7,475 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $91,361 and administrative fees associated with processing the transaction of $7,267 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $130,977 on December 31, 2023. On July 28, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $140,000 for a net purchase price of $100,000. Under the agreement, the Company authorized the Purchaser to collect $5,000 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $40,000 and administrative fees associated with processing the transaction of $1,295 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $52,189 on December 31, 2023. On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $186,250 for a net purchase price of $125,000. Under the agreement, the Company authorized the Purchaser to collect $7,760 weekly. The agreement was not collateralized by a general security agreement over all the Company’s accounts, including, without limitation, all deposit accounts, accounts receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $61,250 and administrative fees associated with processing the transaction of $7,546 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $150,866 On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $108,000 for a net purchase price of $75,000. Under the agreement, the Company authorized the Purchaser to collect $3,484 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $33,000 and administrative fees associated with processing the transaction of $1,740 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $97,548 on December 31, 2023. On November 8, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $75,000 for a net purchase price of $111,000. Under the agreement, the Company authorized the Purchaser to collect $6,937 weekly. The agreement was not collateralized by a general security agreement over the Company’s personal property and interests. No interest rate is associated with this transaction and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on the future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $36,000 and an administrative fee associated with processing the transaction of $3,750 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $92,125 on December 31, 2023. On December 20, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $228,000 for a net purchase price of $150,000. Under the agreement, the Company authorized the Purchaser to collect $10,364 weekly. The agreement is collateralized with a security interest in all accounts, including, without limitation, all deposit accounts, accounts receivable, and other receivables of the Company. No interest rate is associated with this transaction, and no time during which the amount sold must be collected because the weekly amount is subject to adjustment based on future receipts generated by the Company. The Company recognized a loss on the sale of future receipts of $78,000 and an administrative fee and underwriting fees associated with processing the transaction of $15,000 for the year ended December 31, 2023, in operating expenses on the consolidated statements of operations. The factoring payable was $136,873 on December 31, 2023.

Line of Credit and Notes Paya_7

Line of Credit and Notes Payable	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Line of Credit and Notes Payable	Note 9 Note Payable The following is a summary of notes payable as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000 ​ As of March 31, 2024, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. No amortized debt discount and interest were recognized during the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in accrued interest for a total Bridge note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $220,000. No amortized debt discount and interest were recognized on the loan during the three months ended March 31, 2024. The Company recognized $8,136 of amortized debt discount and $5,280 in accrued interest for a total Bridge note interest expense of $13,416 for the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $12,980 in accrued interest, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 9 Note Payable The following is a summary of notes payable as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131 ​ As of December 31, 2023, the Company had no required principal payments on its notes payable. Notes Payable On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (see Note 10. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a 125% mandatory default penalty, a 10% late fee and default interest from the date of default of 24% resulting in default interest expense of $383,790. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder. The Holder 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, collectively, the “Original Notes”) which are currently due and owing, and have an aggregate current value of $3,723,744, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,734 of amortized debt discount and $50,731 in interest for a total Bridge note interest expense of $101,465 for the year ended December 31, 2023. The Company recognized $15,934 of amortized debt discount for the year ended December 31, 2022. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and December 31, 2022, respectively. On January 12, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023. On November 21, 2023, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $220,000. The Company recognized $20,000 of amortized debt discount and $12,980 in accrued interest for a total interest expense of $32,980 for the year ended December 31, 2023.
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable	Note 6 Line of Credit and Notes Payable The following is a summary of the notes payable and line of credit as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable & Line of Credit ​ 2024 ​ 2023 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 336,983 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 456,097 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 200,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ 100,000 Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500) ​ 585,000 ​ 585,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ 33,000 Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ 64,000 Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ 22,000 Note payable issued November 30, 2023 (Face Value: $200,000) ​ 224,000 ​ 200,000 Note payable issued January 14, 2024 (Face Value: $16,200) ​ 16,200 ​ — Total notes payable and line of credit ​ 3,537,880 ​ 3,497,680 Less: current portion ​ (2,037,280) ​ (1,997,080) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,500,600 ​ Required principal payments under the company’s notes payable and line of credit are as follows: ​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 2,037,280 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,537,880 ​ Notes Payable On November 29, 2021, the Company received a $654,044 promissory note from a bank, collateralized by all the assets of the Company. Interest was payable monthly at the annual fixed rate of 4.284%. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at March 31, 2024) (Note 11). The Company is required to pay the loan in 36 payments of $19,409. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $336,983 on the promissory note. For the three months ended March 31, 2024 and 2023, the Company paid and recorded $9,794 and $4,411 in interest, respectively. The Company accrued interest of $17,304 and $7,509 at March 31, 2024 and December 31, 2023, respectively. On December 1, 2021, the Company received a promissory note from a bank in the amount of $500,000. On February 25, 2022, the Company received an extension of $1,000,700 on the promissory note. The promissory note is collateralized by all the assets of the Company and the private property of the Company’s CEO. Interest is accrued monthly at the annual fixed rate of 3.75%. The promissory note matures on December 19, 2051. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $1,500,600 on the promissory note. Commencing on January 1, 2024, the Company is required to make monthly installment payments, including principal and interest, of $7,682. The Company recorded $14,029 and $13,875 in interest related to the promissory note for the three months ended March 31, 2024 and 2023, respectively. The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023 are $103,571 and $89,541, respectively. On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days 90 days The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (See Note 9. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provision were 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% resulting in default interest expense of $383,789 during the year ended December 31, 2023. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders. The Holder beneficially own and hold (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, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, the Company has $600,000 recorded as a contingent liability on the condensed consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Note other than the principal amount of $600,000 thereof (the “Exchange”) for senior secured convertible promissory notes with an aggregate principle value of $2,523,744 (such notes, the “Notes” or the “Securities”), in the form of the Exchange Note was assumed by DHAC. As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862 during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Bridge note net of unamortized debt discount was $0. The Company recognized $0 of amortized debt discount and $0 in interest for the three months ended March 31, 2024. The Company recognized $16,484 of amortized debt discount and $16,484 in interest for a total Bridge Note interest expense of $32,968 for the three months ended March 31, 2023. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On November 15, 2022, the Company received a $200,000 promissory note from an accredited investor. The promissory note matures on December 31, 2024, and is collateralized by all the assets of the Company. $100,000 of the promissory note was funded on November 15, 2022 and the remaining $100,000 was funded on January 12, 2023. Interest is accrued monthly at the annual fixed rate of 10.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business combination. For the three months ended March 31, 2024 and 2023, the Company incurred $0 and $5,000 in interest, respectively. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $200,000, and an accrued interest balance of $0. On December 15, 2022, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. On February 14, 2023, the Company received an extension of $423,500 on the promissory note. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the “Conversion SPAs” to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $585,000 . No amortized debt discount and interest expense were recognized for the three months ended March 31, 2024. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 25, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $110,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the Conversion SPAs to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $100,000 . No amortized debt discount and interest expense were recognized for the three months ended March 31, 2024. The Company had $0 accrued interest as of March 31, 2024 and December 31, 2023. On August 3, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $33,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on November 1, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $33,000 . debt discount and $2,145 in default interest for a total interest expense of $2,145 for the three months ended March 31, 2024. The Company had $2,805 and $660 in accrued interest as of March 31, 2024 and December 31, 2023, respectively. On August 18, 2023, the Company received a 8.5% original issue discount promissory note from an accredited investor with a principal balance of $64,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 16, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $64,000 . On November 13, 2023, the Company received a 10% original issue discount promissory note from an accredited investor with a principal balance of $22,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on December 13, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of March 31, 2024 and December 31, 2023, the promissory note net of unamortized debt discount was $22,000 . On November 30, 2023, the Company received a note payable from a lender with a purchase price of $200,000. The note payable has a 24% interest rate over the 3-month loan term. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. On March 28, 2023, the Company modified the loan agreement to a loan principal of $224,000. The Company recorded $24,000 of interest expense on the loan for the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $224,000 and $200,000 on the loan. The Company had $0 in accrued interest as of March 31, 2024 and December 31, 2023. On January 14, 2024, the Company received a note payable from a lender for $16,200. The note payable has an 8% interest rate over the 180-day loan term. The Company recorded $324 of interest expense on the loan for the three months ended March 31, 2024. As of March 31, 2024, the Company had an outstanding balance of $16,200 on the loan. The Company had $324 in accrued interest as of March 31, 2024. Line of credit amendment On November 29, 2021, the Company received a revolving line of credit from the same bank as the $500,000 promissory note. The line of credit is collateralized by the Company’s assets. Interest was payable monthly at 1.25% above the Wall Street Journal prime rate (8.5% at December 31, 2023). On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) (Note 11). As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $456,097 on the line of credit. The Company recorded $13,259 and $11,184 in interest related to the line of credit for the three months ended March 31, 2024 and 2023, respectively. The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023, are $16,109 and $4,201, respectively.	Note 8 Line of Credit and Notes Payable The following is a summary of the notes payable and line of credit as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Notes Payable & Line of Credit 2023 2022 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 426,922 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 495,000 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued October 6, 2022 (Face Value: $666,667) ​ — ​ 666,667 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 100,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ — Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500, $200,000) ​ 585,000 ​ 220,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ — Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ — Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ — Note payable issued November 30, 2023 (Face Value: $200,000) ​ 200,000 ​ — Total notes payable and line of credit ​ 3,497,680 ​ 3,409,189 Less: unamortized discount on notes payable ​ — ​ (275,759) Less: current portion ​ (1,997,080) ​ (1,324,505) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,808,925 ​ Required principal payments under the company’s notes payable and line of credit are as follows: ​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 1,997,080 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,497,680 ​ Notes Payable On November 29, 2021, the Company received a $654,044 promissory note from a bank, collateralized by all the assets of the Company. Interest was payable monthly at the annual fixed rate of 4.284%. On November 1, 2023, the Company entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) (Note 11). The Company is required to pay the loan in 36 payments of $19,409. As of December 31, 2023 and 2022, the Company had an outstanding balance of $336,983 and $426,922, respectively, on the promissory note. For the years ended December 31, 2023 and 2022, the Company paid and recorded $18,742 On December 1, 2021, the Company received a promissory note from a bank in the amount of $500,000. On February 25, 2022, the Company received an extension of $1,000,700 on the promissory note. The promissory note is collateralized by all the assets of the Company and the private property of the Company’s CEO. Interest is accrued monthly at the annual fixed rate of 3.75%. The promissory note matures on December 19, 2051. As of December 31, 2023 and 2022, the Company had an outstanding balance of $1,500,600 on the promissory note. Commencing on January 1, 2024, the Company is required to make monthly installment payments, including principal and interest, of $7,682. The Company recorded $56,272 On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a 10.00% original issue discount senior secured promissory notes due October 5, 2023, in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). $666,667 of the Bridge Note was allocated to the Company. The Company received cash proceeds of $600,000 from the note. Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination, 110% if paid after 90 days of the original issue date, 100% if before 90 days under the Bridge Notes, and guaranteed interest of 10% are due and payable at the closing of the PIPE Financing. The Bridge Note has a mandatory default payment of 125% of the sum of the outstanding principal and all accrued interest unpaid and all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other obligations due to the Holder. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The Agreement includes a mandatory prepayment that upon the closing of the Business Combination under the Business Combination Agreement, the Company shall repay the note in its entirety to the Holder in an amount equal to the mandatory prepayment Amount. The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 $208,803 and the residual value of $457,864 was allocated to the principal balance of the note. (See Note 9. Fair Value Measurements for additional disclosure on the derivative). On October 5, 2023 the Company defaulted on the Bridge Note and accordingly the default provision were 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% resulting in default interest expense of $383,789. An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders. The Holder beneficially own and hold (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, including interest. The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the VSee Note and the principal amount (excluding the original issue discount of $66,667) of $600,000 of the iDoc Note, effective immediately prior to the consummation of the Business Combination. As of December 31, 2023, the Company has $600,000 recorded as a contingent liability on the consolidated balance sheets. The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $383,789. The carrying balance of the Bridge note and the bifurcated derivative was offset by the principal amount of $600,000, resulting in a gain on forgiveness of debt of $107,862. As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $0 and $407,131, respectively. The Company recognized $50,916 of amortized debt discount and $50,733 in interest for a total Bridge Note interest expense of $101,649 for the year ended December 31, 2023. The Company had $0 and $15,934 in accrued interest as of December 31, 2023 and 2022, respectively. On November 15, 2022, the Company received a $200,000 promissory note from an accredited investor. The promissory note matures on December 31, 2024, and is collateralized by all the assets of the Company. $100,000 of the promissory note was funded on November 15, 2022 and the remaining $100,000 was funded on January 12, 2023. Interest is accrued monthly at the annual fixed rate of 10.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into various securities purchase agreements (the “Conversion SPAs”) to convert the promissory note into Series A Preferred Stock at the Closing of the Business combination. As of December 31, 2023 and 2022, the Company had an outstanding balance of $200,000 and $100,000, respectively, and an accrued interest balance of $0 and $2,583, respectively. On December 15, 2022, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $220,000. On February 14, 2023, the Company received an extension of $423,500 on the promissory note. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on July 15, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On June 30, 2023, the accredited investor forgave the interest expense on the loan from the date of origination. On November 21, 2023, concurrently with the execution of the Business Combination Agreement, the Company entered into the “Conversion SPAs” to convert the promissory note into Series A Preferred Stock at the Closing of the Business Combination. As of December 31, 2023 and 2022, the promissory note net of unamortized debt discount was $585,000 and $203,778. No amortized debt discount and interest expense were recognized for the year ended December 31, 2023. The Company had $0 and $1,454 in accrued interest as of December 31, 2023 and 2022, respectively. On January 25, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $110,000 On August 3, 2023, the Company received a 10.00% original issue discount promissory note from an accredited investor with a principal balance of $33,000. Notes payable issued with a face value higher than the proceeds it receives is recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 1, 2023, and is collateralized by all the assets of the Company. The Company entered into the “Conversion SPAs” to convert the promissory note into Common Stock at the Closing of the Business combination. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. As of December 31, 2023, the promissory note net of unamortized debt discount was $33,000. The Company recognized $3,000 of amortized debt discount and $660 in accrued interest for a total interest expense of $3,660 for the year ended December 31, 2023. The Company had $660 in accrued interest as of December 31, 2023. On August 18, 2023, the Company received a 8.5% original issue discount promissory note from an accredited investor with a principal balance of $64,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on November 16, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 8.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the promissory note net of unamortized debt discount was $64,000. The Company recognized $5,000 of amortized debt discount and $1,280 in accrued interest for a total interest expense of $6,280 for the year ended December 31, 2023. The Company had $1,280 in accrued interest as of December 31, 2023. On November 13, 2023, the Company received a 10% original issue discount promissory note from an accredited investor with a principal balance of $22,000. Notes payable issued with a face value higher than the proceeds it receives are recognized as a debt discount and are amortized as interest expense over the life of the underlying note payable. The promissory note matures on December 13, 2023, and is collateralized by all the assets of the Company. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the promissory note net of unamortized debt discount was $22,000. The Company recognized $2,000 of amortized debt discount and $220 in accrued interest for a total interest expense of $2,220 for the year ended December 31, 2023. The Company had $220 in accrued interest as of December 31, 2023. On November 30, 2023, the Company received a note payable from a lender with a purchase price of $200,000. The note payable has a 24% interest rate over the 3-month loan term. Upon an Event of Default, the interest rate on the note shall increase to the greater of 24% per annum or the maximum rate allowed by the laws governing this agreement. As of December 31, 2023, the Company had an outstanding balance of $200,000 on the loan. No interest expense was recognized on the loan for the year ended December 31, 2023. Line of credit amendment On November 29, 2021, the Company received a revolving line of credit from the same bank as the $500,000 promissory note. The line of credit is collateralized by the Company’s assets. Interest was payable monthly at 1.25% above the Wall Street $47,239

Related Party_2_3_4

Related Party	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.
IDoc Virtual Telehealth Solutions, Inc.
Related Party	Note 7 Related Party During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company advanced $39,670 and $136,981 in cash to the CEO through a company controlled by him. During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company advanced $0 and $192,184 to related parties for cost-sharing expenses. The balance due from the related party on March 31, 2024 and December 31, 2023, was $1,047,771 and $1,008,101, respectively. The above transactions and amounts are unsecured and non-interest-bearing and are not necessarily what third parties would agree to. The Company incurred $7,800 and $2,600 on auto leases on behalf of the CEO for the three months ended March 31, 2024 and 2023, respectively. The Company made office space lease payments of $30,000 and $48,000 to the CEO during the three months ended March 31, 2024 and 2023, respectively. The above transactions and amounts are not necessarily what third parties would agree to. On September 1, 2022, the Company issued the CEO a note receivable with a principal balance of $336,000. The note bears no interest and matures on January 31, 2023. As of March 31, 2024, the related party note receivable $245,000 On May 15, 2023, the Company received a promissory note with a principal balance of $200,000 from an accredited investor (“Holder”). The note bears no interest and matures on May 15, 2026. The Company shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots deployed. The Company is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. At March 31, 2024, the related party promissory note was $200,000, and is included in loan payable, related party, on the condensed consolidated balance sheets. No interest is recognized for the three months ending March 31, 2024. The above transactions and amounts are not necessarily what third parties would agree to.	Note 10 Related Party During the years ended December 31, 2023 and 2022, the Company advanced $136,981 and $146,684 in cash from the CEO through a company controlled by him. During the years ended December 31, 2023 and 2022, the Company advanced $192,184 and $18,612 to related parties for cost-sharing expenses. The balance due from the related party on December 31, 2023 and 2022, was $1,008,101 and $678,936, respectively. The Company paid and incurred $32,450 and $59,100 on auto leases on behalf of the CEO for the years ended December 31, 2023 and 2022, respectively. The Company made office space lease payments of $186,000 and $162,000 to the CEO during the years ended December 31, 2023 and 2022, respectively. On May 15, 2023, the Company received a promissory note with a principal balance of $200,000 from an accredited investor (“Holder”). The note bears no interest and matures on May 15, 2026. The Company shall use the funds solely for the purchase of telepresence robots. The Holder has security rights to eight (8) telepresence robots deployed. The Company is required to make payments to the Holder based on eighty percent (80%) of the monthly revenue generated on eight telepresence robots from the twelfth through the twentieth deployment of the telepresence robots. At December 31, 2023, the related party promissory note was $200,000, and is included in loan payable, related party, on the consolidated balance sheets. No interest is recognized for the year ending December 31, 2023.

Commitments, Contingencies, and

Commitments, Contingencies, and Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments, Contingencies, and Concentration Risk	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of March 31, 2024 and December 31, 2023, the Company has an unpaid commitment of $382,765 and $410,233, respectively, on this contract. The commitment is not reflected in the condensed consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 81% and 76% of the Company’s total accounts receivable as of March 31, 2024 and December 31, 2023, respectively. The Company has one customer whose revenue accounted for approximately 13% of the Company’s total revenue for the three months ended March 31, 2024. The Company has two customers whose revenue accounted for approximately 21% of the Company’s total revenue for the three months ended March 31, 2023.	Note 4 Commitments Contingencies and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $0 and $90,000 in contingent liabilities reflected in the consolidated financial statements for a legal settlement related to compensation disputes by a former employee. The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2023 and 2022, the Company has an unpaid commitment of $410,233 and $714,555, respectively, on this contract. The commitment is not reflected in the consolidated financial statements as the commitment is due and payable once revenues are generated under the reseller agreement. The Company entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase 300,000 shares of common stock from the Company at $2 per share in exchange for the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 9. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has five customers whose accounts receivable represented 86% The Company has two customers whose revenue accounted for approximately 24% of the Company’s total revenue for the year ended December 31, 2023. The Company has one customer whose revenue accounted for approximately 11% of the Company’s total revenue for the year ended December 31, 2022.
IDoc Virtual Telehealth Solutions, Inc.
Commitments, Contingencies, and Concentration Risk	Note 8 Commitments, Contingencies, and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company entered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access user-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of March 31, 2024 and December 31, 2023, the Company had an unpaid commitment of $530,300 and $531,900, respectively on this agreement. The commitment is not reflected in the condensed consolidated financial statements as it is due and payable upon invoicing from the vendor for delivery and servicing installation of the Telepresence Robots and software applications. The Company has a promissory note with an accredited investor to make payments on the promissory notes (Note 6). The accredited investor is entitled to payments for the lifetime use (to include initial lease term and any extension terms) of the first 125 telepresence robots deployed. The note payments will be used to initially pay down the principal. Once the principal is paid, the Company will continue to make payments for the lifetime of the first 125 telepresence robots deployed. On November 1, 2023, the Company entered a forbearance agreement related to the promissory note and line of credit issued November 29, 2021, and the Company’s finance leases. Per the agreement, effective November 1, 2023, interest is payable monthly at 3% above the Wall Street Journal prime rate (8.5% at March 31, 2024) on the promissory note and the line of credit. In consideration of the Bank forbearing on its right to collect the amount due and owing until January 10, 2024, the Company agreed to make payments on November 13, 2023 and November 30, 2023, of $20,000 and $80,000, respectively. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase from the Company 300,000 shares of common stock at $2 per share, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 8. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts and other specified liabilities which may subject the Company to indemnity claims, liabilities, and related litigation. As of March 31, 2024 and December 31, 2023, the Company was un aware of any material asserted or unasserted claims concerning these indemnity obligations. Concentrations of Credit Risk Financial instruments potentially subject the Company to credit risk concentrations consisting of cash and cash equivalents and trade accounts receivables. The Company maintains all its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has two customers whose revenue accounted for approximately 28% and 29% of the Company’s total revenue for the three months ended March 31, 2024 and 2023. The Company has no customers whose accounts receivable represented 10% or more of the Company’s total accounts receivable.	Note 11 Commitments, Contingencies, and Concentration Risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies The Company entered into a purchase agreement with a vendor to purchase twenty (20) Telepresence Robots, receive maintenance services, and access user-related Ava Telepresence applications and the Ava Cloud Service for a total purchase commitment of $711,900. As of December 31, 2023, the company had an unpaid commitment of $531,900 on this agreement. The commitment is not reflected in the consolidated financial statements as it is due and payable upon invoicing from the vendor for delivery and servicing installation of the Telepresence Robots and software applications. The Company has a promissory note with an accredited investor to make payments on the promissory notes (Note 9). The accredited investor is entitled to payments for the lifetime use (to include initial lease term and any extension terms) of the first 125 telepresence robots deployed. The note payments will be used to initially pay down the principal. Once the principal is paid, the Company will continue to make payments for the lifetime of the first 125 telepresence robots deployed. On November 1, 2023, the Company entered a forbearance agreement related to the promissory note and line of credit issued November 29, 2021, and the Company’s finance leases. Per the agreement, effective November 1, 2023, interest is payable monthly at 3% above the Wall Street Journal prime rate (8.5% at December 31, 2023) on the promissory note and the line of credit. In consideration of the Bank forbearing on its right to collect the amount due and owing until January 10, 2024, the Company agreed to make payments on November 13, 2023, and November 30, 2023, payments of $20,000 and $80,000, respectively. On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase from the Company 300,000 shares of common stock at $2 per share, in exchange of the principal amount (excluding the original issue discount of $66,667) of $600,000 of the Company’s Bridge Note, effective immediately prior to the consummation of the Business Combination. The SPA was entered into concurrently with an Exchange Agreement on November 21, 2023. Refer to Note 8. Indemnities The Company generally indemnifies its customers for the services it provides under its contracts and other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was unaware of any material asserted or unasserted claims concerning these indemnity obligations. Concentrations of Credit Risk Financial instruments potentially subject the Company to credit risk concentrations consisting of cash and cash equivalents and trade accounts receivables. The Company maintains all its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits. Major Customer Concentration The Company has two customers whose revenue accounted for approximately 33% and 25% of the Company’s total revenue for the years ended December 31, 2023 and 2022, respectively. The Company has no customers whose accounts receivable represented 10% or more of the Company’s total accounts receivable.

Income Taxes_2_3_4

Income Taxes	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Taxes	Note 8 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​ For the three months ended March 31, 2024, the Company recorded income tax benefit of $0 for continuing operations. The effective tax rate of 0% for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals and entertainment and changes in valuation allowance. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024, the Company has no unrecognized income tax benefits.	Note 8 Income Taxes The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363 ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363 ​ Deferred Tax Deferred tax is comprised of the following as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826 ​ Reconciliation of deferred tax assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826 ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of California tax losses totaling $8.8 million and $7.1 million, respectively which have an unlimited carryover period for federal and 20 years for state. State of California losses begin to expire in 2037. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate. The company recorded a valuation allowance of $2,463,599 on their deferred tax assets as there not enough positive evidence to support their utilization.
IDoc Virtual Telehealth Solutions, Inc.
Income Taxes	Note 9 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Income (loss) before taxes ​ $ 249,089 ​ $ (321,637) Expected United States income tax (expense) benefit at statutory rate of 21% ​ $ (52,318) ​ $ 68,000 Expected State income tax (expense) benefit at statutory rate of 1.32% at March 31, 2024 and 2023, respectively ​ (3,285) ​ 4,270 Total income tax (expense) benefit ​ $ (55,603) ​ $ 72,270 ​ For the three months ended March 31, 2024, the Company recorded income tax expense of $55,603 for continuing operations. The effective tax rate of 22.32% applied to income for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals, entertainment and penalties. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024 and December 31, 2023, the Company has no unrecognized income tax benefits.	Note 12 Income Taxes The components of income tax expense for the years ended December 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ ​ Current tax on profits ​ $ (12,489) ​ $ (22,281) Tax regarding prior years ​ 81,066 ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ 1,071,219 ​ (52,665) Deferred taxation – prior years ​ (69,386) ​ 66,415 Income tax benefit (expense) reported in the income statement ​ $ 1,070,410 ​ $ (8,531) ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting loss income before tax from continuing operations ​ $ (4,930,528) ​ $ (9,593) Accounting loss before income tax ​ (4,930,528) ​ (9,593) Federal income tax benefit (expense) at statutory income tax rate of 21% ​ 1,035,411 ​ 2,015 State income tax benefit (expense), net of federal benefit ​ 61,164 ​ 10,295 Remeasurement of deferred taxes due to US tax legislative changes ​ — ​ — Permanent differences, net ​ (46,979) ​ (87,256) Deferred tax true-up ​ (69,386) ​ 66,415 Other ​ 90,200 ​ — Total ​ $ 1,070,410 ​ $ (8,531) ​ Deferred tax Deferred tax is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-current ​ ​ Cash to accrual ​ $ (285,668) ​ $ (952,237) Right of use assets ​ (317,376) ​ (323,872) Right of use liabilities ​ 356,981 ​ 326,176 NOL carryforward ​ 839,597 ​ 546,861 Interest expense disallowance ​ — ​ — Fixed assets ​ (2,157) ​ (176) Deferred revenue ​ 4,463 ​ — Charitable contribution carryover ​ 2,745 ​ — Net deferred tax assets (liabilities) ​ $ 598,585 ​ $ (403,248) ​ Reconciliation of deferred tax assets (liabilities), net ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Opening balance ​ $ (403,248) ​ $ — Tax benefit/(expense) during the period recognized in profit or loss ​ 1,071,219 ​ (52,665) Reclass from current taxes payable ​ — ​ (416,998) Deferred tax true up ​ (69,386) ​ 66,415 Closing balance ​ $ 598,585 ​ $ (403,248) ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of Georgia and Colorado tax losses totaling $3.6 million and $0.7 million, respectively, which have an unlimited carryover period. Additionally, the Company has State of Colorado tax losses totaling $1.0 million, which begin to expire in 2042. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate.

Subsequent Events_2_3_4

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.
IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and VSee entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 13 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.

Summary of Significant Accou_11

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company determines revenue recognition in accordance with ASC 606, through the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. Contractual terms for subscription services are typically 12 months. Contracts are cancellable with a 30-day notice period and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress. 3) Determine the transaction price The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.	Cost of Revenue Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options
Fixed Assets	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the three months ended March 31, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.	Fixed Assets Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
IDoc Virtual Telehealth Solutions, Inc.
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated financial statements include the accounts of IDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. All intercompany amounts are eliminated upon consolidation. The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three months ended March 31, 2024 and 2023, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance.	Basis of Presentation and Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of iDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a 100% wholly owned subsidiary of the Company. The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ (deficit) equity, and statements of cash flows for the years ended Decembers 31, 2023 and 2022, in conformity with U.S. GAAP.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payers by the Company. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in-network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two . Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the condensed consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material.	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 1) 2) 3) 4) 5) The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients. Patient Fees Services and Performance Obligation All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors: Medicare The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll. The Company’s affiliated provider network is reimbursed by the Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others. Medicaid Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. Our affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment. Commercial Insurance Providers The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines and the Company is in- network or out-of-network with the commercial insurance carriers based on state and insurer requirements. Telehealth Fees Service Contracts and Performance Obligation The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from two Contract For Telemedicine Care Services Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24h per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the consolidated financial statements. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a one-time setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as one-time revenue when the start-up service is complete. Institutional Fees Service Contracts and Performance Obligation Contract For Electroencephalogram (“EEG”) Professional Interpretation Services Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly. Encompass Healthcare Client Billing Services The Company enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email. Determination of Pricing for Services The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client. Telehealth and Institutional Services Contracts Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual health care platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period, of at least 3 years. Patient Fee Contracts Involving Third-Party Payors The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ and the Company may be exposed to increases or decreases in revenue that could be material.
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.	Cost of Revenue Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses during 2022 and 2023 and historically has negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the three months ended March 31, 2024 and 2023, the Company incurred transaction expenses related to the business combination of $92,000 and $140,769 respectively, for professional fees, including legal, taxation, business consulting, and auditing services.	Transaction Expenses On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $358,471 and $587,852, respectively, for professional fees, including legal, taxation, business consulting, and auditing services.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments	Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $1,576,415 and $1,038,956 as of December 31, 2023 and 2022, respectively.
Prepaid Expenses	Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations.	Prepaid Expenses Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Leases	Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.	Leases The Company accounts for leases under ASU 2016-02, “Leases” As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments	Fair Value of Financial Instruments ASC subtopic 825-10, Financial Instruments
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Debt with Conversion and Other Options between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets	Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three	Fixed Assets Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three
Intangible Assets		Intangible Assets Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the five-year estimated useful lives of the respective assets. Intangible assets comprise of goodwill and a customer list. As of December 31, 2023 and 2022, the fair value of goodwill is $0 and $95,076, respectively, as described in Note 3, Business Acquisition. During the year ended December 31, 2022, the Company acquired a customer list related to the acquisition valued at $15,000. The balance of the customer list is $0 and $12,000 as of December 31, 2023 and 2022, respectively. The Company recognized $3,000 of amortization expenses during the years ended December 31, 2023 and 2022, respectively.
Impairment of Long-lived and Intangible Assets	Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $0 of impairment charges during the three months ended March 31, 2024 and 2023.	Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long- lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company recorded $104,076 and $0 of impairment charges during the years ended December 31, 2023 and 2022, respectively, on its goodwill and customer list intangible assets.
Original issue discount on Debt	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.	Original issue discount on Debt When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2021-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024. Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.

Fixed Assets (Tables)_2_3_4

Fixed Assets (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 5,932 ​ $ 3,335 Medical equipment ​ 7,143 ​ 1,000 ​ ​ 13,075 ​ 4,335 Less accumulated depreciation ​ (1,296) ​ (678) Fixed Assets, net ​ $ 11,779 ​ $ 3,657	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 3,335 ​ $ — Medical equipment ​ 1,000 ​ — ​ ​ 4,335 ​ — Less accumulated depreciation ​ (678) ​ — Fixed Assets, net ​ $ 3,657 ​ $ —
IDoc Virtual Telehealth Solutions, Inc.
Summary of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 89,246 Furniture ​ 6,153 ​ 6,153 Leasehold improvements ​ 7,311 ​ 7,311 ​ ​ 131,216 ​ 131,216 Less accumulated. Depreciation ​ (20,920) ​ (17,172) Fixed Assets, net ​ $ 110,296 ​ $ 114,044	The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Office equipment ​ $ 28,506 ​ $ 28,506 Medical equipment ​ 89,246 ​ 13,976 Furniture ​ 6,153 ​ — Leasehold improvements ​ 7,311 ​ — ​ ​ 131,216 ​ 42,482 Less accumulated. Depreciation ​ (17,172) ​ (3,776) Fixed Assets, net ​ $ 114,044 ​ $ 38,706

Leases (Tables)_2

Leases (Tables) - IDoc Virtual Telehealth Solutions, Inc.	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of operating right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 1,119,026 ​ $ 1,216,055 Less accumulated amortization ​ (293,475) ​ (337,743) Right-of-use, net ​ $ 825,551 ​ $ 878,312	Operating right-of-use assets are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 1,216,055 ​ $ 1,130,642 Less accumulated amortization ​ (337,743) ​ (344,514) Right-of-use, net ​ $ 878,312 ​ $ 786,128
Schedule of operating lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Office Lease ​ $ 861,981 ​ $ 886,602 Less: current portion ​ (251,169) ​ (222,325) Long term portion ​ $ 610,812 ​ $ 664,277	Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Office Lease ​ $ 886,602 ​ $ 786,128 Less: current portion ​ (222,325) ​ (194,834) Long term portion ​ $ 664,277 ​ $ 591,294
Schedule of future minimum rent payments under the operating lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 270,740 Year ending December 31, 2025 ​ 237,240 Year ending December 31, 2026 ​ 220,190 Year ending December 31, 2027 ​ 123,120 Year ending December 31, 2028 ​ 51,800 Total future minimum lease payments ​ 903,090 Less imputed interest ​ (41,109) PV of Payments ​ $ 861,981	Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 241,850 Year ending December 31, 2025 ​ 236,520 Year ending December 31, 2026 ​ 239,440 Year ending December 31, 2027 ​ 132,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 933,090 Less imputed interest ​ (46,488) PV of Payments ​ $ 886,602
Schedule of finance right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (359,060) ​ (305,957) Right-of-use, net ​ $ 490,602 ​ $ 543,705	Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 849,662 ​ $ 849,662 Less accumulated amortization ​ (305,957) ​ (93,541) Right-of-use, net ​ $ 543,705 ​ $ 756,121
Schedule of finance lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Equipment Lease ​ $ 722,439 ​ $ 712,867 Less: current portion ​ (447,311) ​ (386,370) Long term portion ​ $ 275,128 ​ $ 326,497	Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Equipment Lease ​ $ 712,867 ​ $ 767,094 Less: current portion ​ (386,370) ​ (156,128) Long term portion ​ $ 326,497 ​ $ 610,966
Schedule of future minimum rent payments under the finance lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 447,309 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 75,545 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (44,173) PV of Payments ​ $ 722,439	Future minimum rent payments under the finance lease are as follows: ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 386,370 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,484 Total future minimum lease payments ​ 766,612 Less imputed interest ​ (53,745) PV of Payments ​ $ 712,867
Schedule of finance lease expense and weighted average remaining lease term and the weighted average discount rate on the finance leases	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Finance lease amortization ​ $ 53,104 ​ $ 53,104 Finance lease interest ​ 9,573 ​ 12,995 Total finance lease expense ​ $ 62,677 ​ $ 66,099 ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2024 ​ 2023 Weighted average remaining lease term 2.3 years 2.6 years Weighted average discount rate 6.92 % 6.92 % ​	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Finance lease amortization ​ $ 212,416 ​ $ 93,540 Finance lease interest ​ 47,990 ​ 24,706 Total finance lease expense ​ $ 260,406 ​ $ 118,246 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2023 ​ 2022 ​ Weighted average remaining lease term ​ 2.6 years 3.6 years Weighted average discount rate 6.92 % 6.92 % ​

Line of Credit and Notes Paya_8

Line of Credit and Notes Payable (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of the notes payable and line of credit	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable ​ 2024 ​ 2023 Note payable issued January 12, 2023 (Face Value: $220,000) ​ $ 220,000 ​ $ 220,000 Total note payable and line of credit ​ $ 220,000 ​ $ 220,000	​ ​ ​ ​ ​ ​ ​ ​ Notes Payable December 31, 2023 December 31, 2022 Note payable issued October 6, 2022 (Face Value: $666,667) ​ $ — ​ $ 666,667 Note payable issued January 12, 2023 (Face Value: $220,000) ​ 220,000 ​ — Total notes payable and line of credit ​ 220,000 ​ 666,667 Less: unamortized debt discount, net ​ — ​ (259,536) Total notes payable at carrying value ​ $ 220,000 ​ $ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Schedule of the notes payable and line of credit	The following is a summary of the notes payable and line of credit as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Notes Payable & Line of Credit ​ 2024 ​ 2023 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 336,983 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 456,097 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 200,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ 100,000 Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500) ​ 585,000 ​ 585,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ 33,000 Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ 64,000 Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ 22,000 Note payable issued November 30, 2023 (Face Value: $200,000) ​ 224,000 ​ 200,000 Note payable issued January 14, 2024 (Face Value: $16,200) ​ 16,200 ​ — Total notes payable and line of credit ​ 3,537,880 ​ 3,497,680 Less: current portion ​ (2,037,280) ​ (1,997,080) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,500,600	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Notes Payable & Line of Credit 2023 2022 Note payable issued November 29, 2021 (Face Value: $654,044) ​ $ 336,983 ​ $ 426,922 Line of credit issued November 29, 2021 (Face Value: $500,000) ​ 456,097 ​ 495,000 Note payable issued December 1, 2021 (Face Value: $1,500,700) ​ 1,500,600 ​ 1,500,600 Note payable issued October 6, 2022 (Face Value: $666,667) ​ — ​ 666,667 Note payable issued November 15, 2022 (Face Value: $200,000) ​ 200,000 ​ 100,000 Note payable issued January 25, 2023 (Face Value: $100,000) ​ 100,000 ​ — Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $585,500, $200,000) ​ 585,000 ​ 220,000 Note payable issued August 3, 2023 (Face Value: $33,000) ​ 33,000 ​ — Note payable issued August 18, 2023 (Face Value: $64,000) ​ 64,000 ​ — Note payable issued November 13, 2023 (Face Value: $22,000) ​ 22,000 ​ — Note payable issued November 30, 2023 (Face Value: $200,000) ​ 200,000 ​ — Total notes payable and line of credit ​ 3,497,680 ​ 3,409,189 Less: unamortized discount on notes payable ​ — ​ (275,759) Less: current portion ​ (1,997,080) ​ (1,324,505) Total notes payable and line of credit ​ $ 1,500,600 ​ $ 1,808,925
Schedule of required principal payments under the company's notes payable and line of credit	​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 2,037,280 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,537,880	​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 1,997,080 Year Ending December 31, 2025 ​ 4,567 Year Ending December 31, 2026 ​ 26,534 Year Ending December 31, 2027 ​ 37,720 Year Ending December 31, 2028 ​ 39,008 Thereafter ​ 1,392,771 Total ​ $ 3,497,680

Income Taxes (Tables)_2_3_4

Income Taxes (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363
Schedule of net deferred tax assets (liabilities)		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826
Schedule of reconciliation of deferred tax assets (liabilities), net		​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826
IDoc Virtual Telehealth Solutions, Inc.
Schedule of components of income tax expense	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Income (loss) before taxes ​ $ 249,089 ​ $ (321,637) Expected United States income tax (expense) benefit at statutory rate of 21% ​ $ (52,318) ​ $ 68,000 Expected State income tax (expense) benefit at statutory rate of 1.32% at March 31, 2024 and 2023, respectively ​ (3,285) ​ 4,270 Total income tax (expense) benefit ​ $ (55,603) ​ $ 72,270	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ ​ Current tax on profits ​ $ (12,489) ​ $ (22,281) Tax regarding prior years ​ 81,066 ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ 1,071,219 ​ (52,665) Deferred taxation – prior years ​ (69,386) ​ 66,415 Income tax benefit (expense) reported in the income statement ​ $ 1,070,410 ​ $ (8,531)
Schedule of income tax rate reconciliation		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting loss income before tax from continuing operations ​ $ (4,930,528) ​ $ (9,593) Accounting loss before income tax ​ (4,930,528) ​ (9,593) Federal income tax benefit (expense) at statutory income tax rate of 21% ​ 1,035,411 ​ 2,015 State income tax benefit (expense), net of federal benefit ​ 61,164 ​ 10,295 Remeasurement of deferred taxes due to US tax legislative changes ​ — ​ — Permanent differences, net ​ (46,979) ​ (87,256) Deferred tax true-up ​ (69,386) ​ 66,415 Other ​ 90,200 ​ — Total ​ $ 1,070,410 ​ $ (8,531)
Schedule of net deferred tax assets (liabilities)		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-current ​ ​ Cash to accrual ​ $ (285,668) ​ $ (952,237) Right of use assets ​ (317,376) ​ (323,872) Right of use liabilities ​ 356,981 ​ 326,176 NOL carryforward ​ 839,597 ​ 546,861 Interest expense disallowance ​ — ​ — Fixed assets ​ (2,157) ​ (176) Deferred revenue ​ 4,463 ​ — Charitable contribution carryover ​ 2,745 ​ — Net deferred tax assets (liabilities) ​ $ 598,585 ​ $ (403,248)
Schedule of reconciliation of deferred tax assets (liabilities), net		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Opening balance ​ $ (403,248) ​ $ — Tax benefit/(expense) during the period recognized in profit or loss ​ 1,071,219 ​ (52,665) Reclass from current taxes payable ​ — ​ (416,998) Deferred tax true up ​ (69,386) ​ 66,415 Closing balance ​ $ 598,585 ​ $ (403,248)

Summary of Significant Accou_12

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Allowance for doubtful accounts	$ 32,457		$ 32,457	$ 0
Provision for doubtful accounts	$ 9,201	$ 18,308	$ 32,457	15,131
Estimated useful lives	3 years		3 years
IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
One-time transaction expenses for professional fees, including legal, taxation, business consulting, and auditing services	$ 92,000	140,769	$ 358,471	587,852
Allowance for doubtful accounts	1,666,139		1,576,415	1,038,956
Provision for doubtful accounts	89,708	279,421	534,460	784,519
Fair value of goodwill			0	95,076
Customer list cost related to business acquisition				15,000
Customer list related to business acquisition			0	12,000
Impairment charges on long lived intangible assets	$ 0	$ 0	$ 104,076	$ 0
Maximum | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Revenue from contract with customer contractual term	3 years		3 years
Estimated useful lives	10 years		10 years
Minimum | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Revenue from contract with customer contractual term	2 years		2 years
Expected performance period	3 years		3 years
Estimated useful lives	3 years		3 years
Encompass Healthcare Billing, LLC | IDoc Virtual Telehealth Solutions, Inc.
Summary of Significant Accounting Policies
Subsidiary, ownership percentage	100%		100%

Fixed Assets - Summary of fix_2

Fixed Assets - Summary of fixed assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fixed Assets
Fixed Assets, gross	$ 13,075		$ 4,335
Less accumulated. Depreciation	(1,296)		(678)
Fixed Assets, net	11,779		3,657
Depreciation expense	618	$ 47	678	$ 0
IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	131,216		131,216	42,482
Less accumulated. Depreciation	(20,920)		(17,172)	(3,776)
Fixed Assets, net	110,296		114,044	38,706
Depreciation expense	3,748	$ 3,074	13,396	3,776
Office equipment
Fixed Assets
Fixed Assets, gross	5,932		3,335
Office equipment | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	28,506		28,506	28,506
Medical equipment
Fixed Assets
Fixed Assets, gross	7,143		1,000
Medical equipment | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	89,246		89,246	$ 13,976
Furniture | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	6,153		6,153
Leasehold improvements | IDoc Virtual Telehealth Solutions, Inc.
Fixed Assets
Fixed Assets, gross	$ 7,311		$ 7,311

Leases - Operating Leases (De_2

Leases - Operating Leases (Details) - IDoc Virtual Telehealth Solutions, Inc. - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2028	Aug. 31, 2027	Aug. 31, 2026	Aug. 31, 2025	Aug. 31, 2024	Jun. 24, 2022	Jun. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Leases
Incremental borrowing rate	5%		5%
Operating lease expense	$ 58,140	$ 63,072	$ 243,525	$ 256,029
Operating right-of-use assets
Office Lease	1,119,026		1,216,055	1,130,642
Less accumulated amortization	(293,475)		(337,743)	(344,514)
Right-of-use, net	825,551		878,312	786,128
Operating lease liabilities
Office Lease	861,981		886,602	786,128
Less: current portion	(251,169)		(222,325)	(194,834)
Long term portion	610,812		664,277	591,294
Future minimum rent payments under the operating lease
Year ending December 31, 2024	270,740		241,850
Year ending December 31, 2025	237,240		236,520
Year ending December 31, 2026	220,190		239,440
Year ending December 31, 2027	123,120		132,400
Year ending December 31, 2028	51,800		82,880
Total future minimum lease payments	903,090		933,090
Less imputed interest	(41,109)		(46,488)
Office Lease	$ 861,981		$ 886,602	$ 786,128
Massachusetts Lease
Leases
Monthly lease payments					$ 10,360	$ 10,120	$ 9,870	$ 9,630	$ 9,380
Texas Lease
Leases
Monthly lease payments											$ 10,000
Georgia Lease
Leases
Monthly lease payments										$ 4,097	$ 6,000
Colorado Lease
Leases
Monthly lease payments		$ 5,024										$ 4,851	$ 4,678

Leases - Finance Leases (Deta_2

Leases - Finance Leases (Details) - IDoc Virtual Telehealth Solutions, Inc.	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) lease
Lessee, Lease, Description [Line Items]
Number of finance leases | lease				3
Monthly lease payments				$ 20,313
Finance right-of-use assets
Equipment Lease	$ 849,662		$ 849,662	849,662
Less accumulated amortization	(359,060)		(305,957)	(93,541)
Right-of-use, net	490,602		543,705	756,121
Finance lease liabilities
Equipment Lease	722,439		712,867	767,094
Less: current portion	(447,311)		(386,370)	(156,128)
Long term portion	275,128		326,497	610,966
Future minimum rent payments under the finance lease
Year ending December 31, 2024	447,309		386,370
Year ending December 31, 2025	243,758		243,758
Year ending December 31, 2026	75,545		136,484
Total future minimum lease payments	766,612		766,612
Less imputed interest	(44,173)		(53,745)
Equipment Lease	722,439		712,867	767,094
Expenses incurred with respect to finance leases
Finance lease amortization	53,104	$ 53,104	212,416	93,540
Finance lease interest	9,573	12,995	47,990	24,706
Total finance lease expense	$ 62,677	$ 66,099	$ 260,406	$ 118,246
Weighted average remaining lease term	2 years 3 months 18 days		2 years 7 months 6 days	3 years 7 months 6 days
Weighted average discount rate	6.92%		6.92%	6.92%

Factoring Payable (Details)_2

Factoring Payable (Details) - IDoc Virtual Telehealth Solutions, Inc.							3 Months Ended	12 Months Ended
	Jan. 11, 2024 USD ($)	Dec. 20, 2023 USD ($)	Nov. 08, 2023 USD ($)	Oct. 13, 2023 USD ($)	Jul. 28, 2023 USD ($)	Jun. 21, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 11, 2023 item
Factoring Payable
Amount of future receipts being sold		$ 228,000	$ 75,000		$ 140,000	$ 299,000
Net purchase price		150,000	111,000		100,000	207,639
Amount to be collected by purchase on weekly basis		$ 10,364	$ 6,937		$ 5,000	$ 7,475
Interest rate (in percent)		0%	0%		0%	0%
Loss on sale of future receipts		$ 78,000	$ 36,000		$ 40,000	$ 91,361
Administrative fees associated with processing the transaction		15,000	3,750		1,295	7,267
Factoring payable on current period		136,873	92,125		52,189	130,977
Future receipts sale agreement one
Factoring Payable
Amount of future receipts being sold				$ 186,250		299,000
Net purchase price				125,000		207,639
Amount to be collected by purchase on weekly basis				$ 7,760		$ 7,475
Interest rate (in percent)				0%		0%
Loss on sale of future receipts								$ 61,250
Administrative fees associated with processing the transaction								7,546
Factoring payable on current period							$ 110,477	130,977
Future receipts sale agreement two
Factoring Payable
Amount of future receipts being sold				$ 108,000	140,000
Net purchase price				75,000	100,000
Amount to be collected by purchase on weekly basis				$ 3,484	$ 5,000
Interest rate (in percent)				0%	0%
Loss on sale of future receipts				$ 33,000
Administrative fees associated with processing the transaction				1,740
Factoring payable on current period				97,548			40,273	52,189
Future receipts sale agreement three
Factoring Payable
Amount of future receipts being sold				186,250
Net purchase price				125,000
Amount to be collected by purchase on weekly basis				$ 7,760
Interest rate (in percent)				0%
Factoring payable on current period							129,660	150,866
Future receipts sale agreement four
Factoring Payable
Amount of future receipts being sold				$ 108,000
Net purchase price				75,000
Amount to be collected by purchase on weekly basis				$ 3,484
Interest rate (in percent)				0%
Factoring payable on current period							57,548	97,548
Future receipts sale agreement five
Factoring Payable
Amount of future receipts being sold			75,000
Net purchase price			111,000
Amount to be collected by purchase on weekly basis			$ 6,937
Interest rate (in percent)			0%
Factoring payable on current period							0	92,125
Future receipts sale agreement six
Factoring Payable
Amount of future receipts being sold		228,000
Net purchase price		150,000
Amount to be collected by purchase on weekly basis		$ 10,364
Interest rate (in percent)		0%
Factoring payable on current period							114,941	$ 136,873
Future receipts sale agreement seven
Factoring Payable
Amount of future receipts being sold	$ 53,200
Net purchase price	31,500
Amount to be collected by purchase on weekly basis	2,500
Number of weeks future receipts sale agreement amount to be collected by purchaser | item									12
Future receipts sale agreement balloon amount collected	$ 23,200
Interest rate (in percent)	0%
Loss on sale of future receipts							18,200
Administrative fees associated with processing the transaction							3,500
Factoring payable on current period							$ 39,200

Line of Credit and Notes Paya_9

Line of Credit and Notes Payable - Summary of the notes payable and line of credit (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit and Notes Payable
Total notes payable and line of credit	$ 220,000	$ 220,000	$ 666,667
Less: unamortized discount on notes payable			259,536
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	3,537,880	3,497,680	3,409,189
Less: unamortized discount on notes payable			275,759
Less: current portion	(2,037,280)	(1,997,080)	(1,324,505)
Total notes payable and line of credit	1,500,600	1,500,600	1,808,925
Note payable issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	336,983	336,983	426,922
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	456,097	456,097	495,000
Note payable issued December 1, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	1,500,600	1,500,600	1,500,600
Note payable issued October 6, 2022
Line of Credit and Notes Payable
Total notes payable and line of credit			666,667
Note payable issued October 6, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit			666,667
Note payable issued November 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	200,000	200,000	100,000
Note payable issued January 25, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	100,000	100,000
Note payable issued February 14, 2023 and December 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	585,000	585,000	$ 220,000
Note payable issued August 3, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	33,000	33,000
Note payable issued August 18, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	64,000	64,000
Note payable issued November 13, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	22,000	22,000
Note payable issued November 30, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	224,000	$ 200,000
Note payable issued January 14, 2024 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Total notes payable and line of credit	$ 16,200

Line of Credit and Notes Pay_10

Line of Credit and Notes Payable - Required principal payments (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total notes payable at carrying value		$ 220,000	$ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Debt Instrument [Line Items]
Year Ending December 31, 2024	$ 2,037,280	1,997,080
Year Ending December 31, 2025	4,567	4,567
Year Ending December 31, 2026	26,534	26,534
Year Ending December 31, 2027	37,720	37,720
Year Ending December 31, 2028	39,008	39,008
Thereafter	1,392,771	1,392,771
Total notes payable at carrying value	$ 3,537,880	$ 3,497,680

Line of Credit and Notes Pay_11

Line of Credit and Notes Payable - Notes Payable (Details)																		1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 14, 2024 USD ($)	Jan. 01, 2024 USD ($)	Nov. 30, 2023 USD ($)	Nov. 18, 2023 USD ($)	Nov. 13, 2023 USD ($)	Nov. 01, 2023	Oct. 05, 2023 USD ($)	Aug. 18, 2023 USD ($)	Aug. 13, 2023 USD ($)	Aug. 03, 2023 USD ($)	Mar. 28, 2023 USD ($)	Jan. 25, 2023 USD ($)	Jan. 12, 2023 USD ($)	Dec. 15, 2022 USD ($)	Nov. 15, 2022 USD ($)	Oct. 06, 2022 USD ($)	Nov. 29, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) payment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) payment	Dec. 31, 2022 USD ($)	Feb. 14, 2023 USD ($)	Feb. 26, 2022 USD ($)	Feb. 25, 2022 USD ($)	Dec. 29, 2021 USD ($)	Dec. 01, 2021 USD ($)
Line of Credit and Notes Payable
Outstanding balance																					$ 220,000	$ 407,131
Amortization of discount on note payable																			$ 7,000	$ 25,386	93,733	15,934
Total notes payable and line of credit																			220,000		220,000	666,667
Gain on forgiveness of debt																					107,862
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance												$ 110,000							$ 200,000		$ 200,000
Debt instrument interest rate						3%													8.50%		8.50%
Outstanding balance																			$ 3,537,880		$ 3,497,680
Amortization of discount on note payable																				41,795	51,816	19,712
Total notes payable and line of credit																			3,537,880		3,497,680	3,409,189
Contingent liability																			600,000		600,000
Gain on forgiveness of debt																					$ 107,862
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						us-gaap:PrimeRateMember											us-gaap:PrimeRateMember				us-gaap:PrimeRateMember
Exchange Agreement
Line of Credit and Notes Payable
Contingent liability																			600,000		$ 600,000
Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Contingent liability																			$ 600,000		$ 600,000
Note payable issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																	$ 654,044
Debt instrument interest rate																	4.284%
Increase in interest rate (as a percent)						3%
Effective interest rate (in percent)																			8.50%		8.50%
Number of installments | payment																			36		36
Periodic payment																			$ 19,409		$ 19,409
Outstanding balance																			336,983		336,983	426,922
Interest expense recorded																			9,794		4,411	25,198
Accrued interest																			17,304		7,509	105
Total notes payable and line of credit																			$ 336,983		$ 336,983	426,922
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																	$ 500,000									$ 500,000
Increase in interest rate (as a percent)																	3%		3%
Effective interest rate (in percent)																					8.50%					8.50%
Outstanding balance																			$ 456,097		$ 456,097	495,000
Interest expense recorded																			13,259		11,184	30,863
Accrued interest																			16,109		4,201	1,004
Total notes payable and line of credit																			456,097		456,097	495,000
Note payable issued December 1, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																								$ 1,500,700	$ 1,000,700		$ 500,000
Debt instrument interest rate																											3.75%
Periodic payment		$ 7,682
Outstanding balance																					1,500,600	1,500,600
Interest expense recorded																			14,029		13,875	33,269
Accrued interest																			103,571		89,541	33,269
Total notes payable and line of credit																			$ 1,500,600		$ 1,500,600	1,500,600
Note payable issued October 6, 2022
Line of Credit and Notes Payable
Principal balance																$ 666,667						666,667
Total notes payable and line of credit																						666,667
Note payable issued October 6, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																666,667
Amount of cash proceeds received																$ 600,000
Total notes payable and line of credit																						666,667
Note payable issued November 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance															$ 200,000
Debt instrument interest rate																			10%		10%
Amount of cash proceeds received													$ 100,000		100,000
Outstanding balance															$ 200,000				$ 200,000		$ 200,000	100,000
Interest expense recorded																			0		5,000
Accrued interest																			0		0	2,583
Total notes payable and line of credit																			200,000		200,000	100,000
Note payable issued January 25, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)												10%
Principal balance												$ 100,000
Debt instrument interest rate												12%
Outstanding balance												$ 100,000							100,000		100,000
Accrued interest																			0		0
Total notes payable and line of credit																			100,000		100,000
Note payable issued February 14, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																							$ 585,500
Outstanding balance																							585,500
Note payable issued December 15, 2022 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)														10%
Principal balance														$ 220,000									$ 423,500
Debt instrument interest rate														12%
Outstanding balance														$ 200,000					585,000		585,000	203,778
Accrued interest																			0		0	1,454
Note payable issued August 3, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)										10%
Principal balance										$ 33,000
Debt instrument interest rate										8%
Increase in interest rate (as a percent)										24%
Outstanding balance										$ 33,000									33,000		33,000
Amortization of discount on note payable																			0		3,000
Interest expense recorded										2,145											3,660
Accrued interest										$ 2,145									2,805		660
Total notes payable and line of credit																			33,000		33,000
Note payable issued August 18, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)				8.50%				8.50%
Principal balance				$ 64,000				$ 64,000
Debt instrument interest rate				8%				8%
Outstanding balance								$ 64,000											64,000		64,000
Amortization of discount on note payable																			0		5,000
Interest expense recorded								4,160													6,280
Accrued interest								$ 4,160											5,440		1,280
Total notes payable and line of credit																			64,000		64,000
Default interest rate (as a percent)				24%				24%
Note payable issued November 13, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)					10%				10%
Principal balance					$ 22,000				$ 22,000
Debt instrument interest rate					12%				12%
Outstanding balance					$ 22,000														22,000		22,000
Amortization of discount on note payable					0																2,000
Interest expense recorded					1,430																2,220
Accrued interest					$ 1,430														1,650		220
Total notes payable and line of credit																			22,000		22,000
Note payable issued November 13, 2023 | Maximum | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Debt instrument interest rate					24%				24%
Note payable issued November 30, 2023 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance			$ 200,000								$ 224,000
Debt instrument interest rate			24%
Outstanding balance			$ 200,000																224,000		200,000
Interest expense recorded																					0
Interest expense on loan recorded											$ 24,000
Accrued interest																			0		0
Total notes payable and line of credit																			224,000		200,000
Default interest rate (as a percent)			24%
Note payable issued November 30, 2023 | Maximum | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Default interest rate (as a percent)			24%
Note payable issued January 14, 2024 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance	$ 16,200
Debt instrument interest rate	8%
Term of debt (in months)	180 days
Outstanding balance																			16,200
Interest expense recorded	$ 324
Accrued interest																			324
Total notes payable and line of credit																			16,200
Bridge Notes
Line of Credit and Notes Payable
Outstanding balance																			0		0	407,131
Amortization of discount on note payable																		$ 16,484	0		50,734	15,934
Interest expense recorded																		16,484			50,731
Total interest expense																		$ 32,968			101,465
Accrued interest																			0		0	15,934
Bridge Notes | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount (as a percent)																10%
Outstanding balance																			0		0	407,131
Amortization of discount on note payable																			0	16,484	50,916
Interest expense recorded																			0	16,484	50,733
Total interest expense																				$ 32,968	101,649
Accrued interest																			$ 0		$ 0	$ 15,934
Bridge Notes | Securities purchase agreement
Line of Credit and Notes Payable
Original issue discount (as a percent)																10%
Principal balance																$ 2,222,222
Amount of cash proceeds received																$ 600,000
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination																110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination																90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination																100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination																90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination																10%
Mandatory default penalty (as a percent)							125%									125%
Fair value of the embedded derivative at issuance																$ 208,803
Total notes payable and line of credit																457,864
Late fee (as a percent)							10%
Default interest rate (as a percent)							24%
Interest expense on debt default							$ 383,790
Bridge Notes | Securities purchase agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																$ 2,222,222
Percentage of amount due and payable after 90 days of the original issue date if PIPE Financing closes in connection with the closing of the Business Combination																110%
Specified period of original issue date if PIPE Financing closes in connection with the closing of the Business Combination																90 days
Percentage of amount due and payable before 90 days under the Bridge Notes if PIPE Financing closes in connection with the closing of the Business Combination																100%
Specified period of under Notes if PIPE Financing closes in connection with the closing of the Business Combination																90 days
Percentage of guaranteed interest due and payable if PIPE Financing closes in connection with the closing of the Business Combination																10%
Mandatory default penalty (as a percent)							125%												125%		125%
Fair value of the embedded derivative at issuance																			$ 208,803		$ 208,803
Total notes payable and line of credit																			457,864		457,864
Late fee (as a percent)							10%
Default interest rate (as a percent)							24%
Interest expense on debt default							$ 383,789
Bridge Notes | Exchange Agreement
Line of Credit and Notes Payable
Nonexchangeable principal amount of note																					600,000
Gain on forgiveness of debt																					107,862
Bridge Notes | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Interest expense on debt default																					383,789
Nonexchangeable principal amount of note																					600,000
Gain on forgiveness of debt																					107,862
Original Notes | Exchange Agreement
Line of Credit and Notes Payable
Interest expense on debt default																					383,789
Aggregate current value																			3,723,744		3,723,744
DHAC Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																			88,889		88,889
Principal balance																			888,889		888,889
DHAC Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																			88,889		88,889
Principal balance																			888,889		888,889
Aggregate current value																					3,723,744
VSee Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																			66,667		66,667
Principal balance																			666,667		666,667
Outstanding balance																			600,000		600,000
Amount to be converted																			600,000		600,000
VSee Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																			66,667		66,667
Principal balance																			666,667		666,667
Amount to be converted																			600,000		600,000
iDoc Note | Exchange Agreement
Line of Credit and Notes Payable
Original issue discount																			66,667		66,667
Principal balance																			666,667		666,667
Outstanding balance																			600,000		600,000
Amount to be converted																			600,000		600,000
iDoc Note | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Original issue discount																			66,667		66,667
Principal balance																			666,667		666,667
Aggregate current value																			3,723,744
Amount to be converted																			600,000		600,000
Exchange Notes | Exchange Agreement
Line of Credit and Notes Payable
Principal balance																			2,523,744		2,523,744
Exchange Notes | Exchange Agreement | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance																			$ 2,523,744		$ 2,523,744

Line of Credit and Notes Pay_12

Line of Credit and Notes Payable - Line of credit amendment (Details) - USD ($)				3 Months Ended	12 Months Ended
	Nov. 01, 2023	Dec. 29, 2021	Nov. 29, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 25, 2023
Line of Credit and Notes Payable
Outstanding balance					$ 220,000	$ 407,131
IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance				$ 200,000	$ 200,000		$ 110,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember		us-gaap:PrimeRateMember		us-gaap:PrimeRateMember
Outstanding balance				$ 3,537,880	$ 3,497,680
Line of credit issued November 29, 2021 | IDoc Virtual Telehealth Solutions, Inc.
Line of Credit and Notes Payable
Principal balance		$ 500,000	$ 500,000
Basis spread (as a percent)		1.25%	1.25%
Increase in interest rate (as a percent)			3%	3%
Effective interest rate (in percent)		8.50%			8.50%
Outstanding balance				$ 456,097	$ 456,097	495,000
Interest expense recorded				13,259	11,184	30,863
Accrued interest				$ 16,109	$ 4,201	$ 1,004

Related Party (Details)_2_3_4

Related Party (Details) - USD ($)		3 Months Ended		12 Months Ended
	May 15, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	May 16, 2026	May 15, 2026	Nov. 01, 2023	Jan. 25, 2023	Sep. 01, 2022
Related Party
Proceeds from related party towards future operating expenses					$ 127,710
Proceeds from related party towards operating expenses		$ 0		$ 192,184	$ 18,612
Balance due to related party, extensible enumeration		Related party		Related party	Related party
Proceeds from loan payable, related party			$ 120,000	$ 190,000	$ 110,000
IDoc Virtual Telehealth Solutions, Inc.
Related Party
Balance due to related party, extensible enumeration				Related party	Related party
Proceeds from loan payable, related party	$ 200,000			$ 200,000
Original issue discount (in percent)						0%	0%
Principal balance		$ 200,000		200,000					$ 110,000
Accrued interest included within accounts payable and accrued liabilities		0		$ 0
Default interest rate (in percent)	80%
Receivable with principal balance		$ 0
Debt instrument interest rate		8.50%		8.50%				3%
Note receivable, related party		$ 245,500		$ 245,500	$ 336,000
Note receivable, related party		Related party		Related party	Related party
CEO
Related Party
Proceeds from loan payable, related party					$ 110,000
CEO | IDoc Virtual Telehealth Solutions, Inc.
Related Party
Proceeds from related party towards future operating expenses		$ 39,670		$ 136,981	146,684
Proceeds from related party towards operating expenses		0		192,184	18,612
Balance due from related party		1,047,771		1,008,101	678,936
Auto lease expense incurred		7,800	2,600
Office lease payments		$ 30,000	$ 48,000	$ 186,000	$ 162,000
Receivable with principal balance										$ 336,000

Commitments, Contingencies, a_2

Commitments, Contingencies, and Concentration Risk (Details)							3 Months Ended		12 Months Ended
	Feb. 13, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Nov. 21, 2023 USD ($) $ / shares shares	Nov. 13, 2023 USD ($)	Nov. 01, 2023	Nov. 29, 2021	Mar. 31, 2024 USD ($) customer item	Mar. 31, 2023	Dec. 31, 2023 USD ($) customer item	Dec. 31, 2022 USD ($) customer
Commitments Contingencies and Concentration Risk
Contingent liabilities for a legal settlement related to compensation disputes by a former employee									$ 0	$ 90,000
Unpaid commitment							$ 382,765		410,233	714,555
Common stock shares agreed to sell | shares			300,000
Price per share | $ / shares			$ 2
Principal amount bridge note exchanged with common stock			$ 600,000
Original issue discount			$ 66,667
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock	$ 600,000
IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Contingent liabilities for a legal settlement related to compensation disputes by a former employee							$ 0		$ 0	$ 90,000
Number of Robots purchased | item							20		20
Purchase commitment							$ 711,900		$ 711,900
Unpaid commitment							$ 530,300		$ 531,900
Number of Robots deployed | item							125		125
Debt instrument interest rate					3%		8.50%		8.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					us-gaap:PrimeRateMember	us-gaap:PrimeRateMember			us-gaap:PrimeRateMember
Repayments of debt		$ 80,000		$ 20,000
Common stock shares agreed to sell | shares			300,000
Price per share | $ / shares			$ 2
Principal amount bridge note exchanged with common stock			$ 66,667
Original issue discount			$ 600,000
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock	$ 600,000
Accounts receivable | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer							0
Accounts receivable | Customer concentration | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer									0	0
Revenues | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Number of customers | customer							2		2	2
Revenues | Customer concentration | Customer one | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Percentage of concentration risk							28%
Revenues | Customer concentration | Customer two | IDoc Virtual Telehealth Solutions, Inc.
Commitments Contingencies and Concentration Risk
Percentage of concentration risk								29%	33%	25%

Income Taxes - Schedule of co_3

Income Taxes - Schedule of components of income tax expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Income (loss) before taxes	$ 29,169	$ (638,862)	$ (1,572,124)	$ (1,620,117)
Federal income tax benefit at federal statutory rate of 21%			$ 330,146	$ 340,198
Income tax statutory rate (in percent)	21%	21%	21%	21%
State income tax benefit (expense), net of federal benefit			$ 121,463	$ 93,644
Total income tax benefit	$ 0	$ 182,843	(1,838,490)	694,363
IDoc Virtual Telehealth Solutions, Inc.
Operating Loss Carryforwards [Line Items]
Income (loss) before taxes	249,089	(321,637)	(4,930,528)	(9,593)
Federal income tax benefit at federal statutory rate of 21%	$ (52,318)	$ 68,000	$ 1,035,411	$ 2,015
Income tax statutory rate (in percent)	21%	21%	21%	21%
State income tax benefit (expense), net of federal benefit	$ (3,285)	$ 4,270	$ 61,164	$ 10,295
Local income tax statutory rate (in percent)	1.32%	1.32%
Total income tax benefit	$ (55,603)	$ 72,270	$ 1,070,410	$ (8,531)

Income Taxes - Additional Inf_2

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income tax benefit (expense)	$ 0	$ (182,843)	$ 1,838,490	$ (694,363)
Effective Income Tax Rate Reconciliation, Percent	0%	8.84%
Income tax statutory rate (in percent)	21%	21%	21%	21%
Uncertain tax positions	$ 0		$ 0	$ 0
Penalties and interest expense			0	0
IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Income tax benefit (expense)	$ 55,603	$ (72,270)	$ (1,070,410)	$ 8,531
Effective Income Tax Rate Reconciliation, Percent	22.32%
Income tax statutory rate (in percent)	21%	21%	21%	21%
Uncertain tax positions	$ 0		$ 0	$ 0
Penalties and interest expense			0	$ 0
Georgia | IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Operating loss carryforward not subject to expiration			3,600,000
Colorado | IDoc Virtual Telehealth Solutions, Inc.
Income Taxes
Operating loss carryforward not subject to expiration			700,000
Operating loss carryforward subject to expiration			$ 1,000,000

Subsequent Events (Details)_2_4

Subsequent Events (Details)	Feb. 13, 2024 USD ($) $ / shares shares
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
Subsequent Events
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000
Subsequent Events | IDoc Virtual Telehealth Solutions, Inc.
Subsequent Events
Common stock shares agreed to sell | shares	300,000
Price per share | $ / shares	$ 2
Principal amount bridge note exchanged with common stock | $	$ 600,000

CONDENSED CONSOLIDATED BALANC_5

CONDENSED CONSOLIDATED BALANCE SHEETS	Dec. 31, 2022 USD ($)
Current assets:
Total current assets	$ 759,778
Total assets	2,612,604
Current liabilities:
Accounts payable and accrued expenses	721,089
Advances from related parties	$ 146,322
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]
Note payable, net of discount	$ 407,131
Total liabilities	2,614,637
Commitments and contingencies (Note 4)
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	1,000
Additional paid-in capital	6,026,457
Accumulated deficit	(5,666,895)
Total liabilities and stockholders' deficit	2,612,604
Digital Health Acquisition Corp.
Current assets:
Total current assets	106,998
Investments held in Trust Account	7,527,369
Total assets	7,634,367
Current liabilities:
Accounts payable and accrued expenses	1,886,312
Income taxes payable	187,225
Advances from related parties	$ 43,900
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]
Promissory Note - related party	$ 350,000
PIPE Forward Contract	170,666
Deferred underwriting fee payable	4,370,000
Total liabilities	7,665,614
Commitments and contingencies (Note 4)
Common stock subject to possible redemption, $0.0001 par value; 114,966 shares issued and outstanding at redemption value of $11.15 per share as of March 31, 2024 and December 31, 2023	7,395,349
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	347
Additional paid-in capital	292,973
Accumulated deficit	(7,719,916)
Total stockholders' deficit	(7,426,596)
Total liabilities and stockholders' deficit	7,634,367
Extension Notes | Digital Health Acquisition Corp.
Current liabilities:
Total current liabilities	3,295,614
Bridge Notes | Digital Health Acquisition Corp.
Current liabilities:
Bridge Note, net of discount	292,800
Bifurcated Derivative	364,711
PIPE Forward Contract	$ 170,666

CONDENSED CONSOLIDATED BALANC_6

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Nov. 06, 2023	Dec. 31, 2022	Oct. 20, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	18,000,000	18,000,000		18,000,000
Common stock, shares issued (in shares)	9,998,446	9,998,446		9,998,446
Common stock, shares outstanding (in shares)	9,998,446	9,998,446		9,998,446
Common stock subject to redemption | Digital Health Acquisition Corp.
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Temporary Equity, Shares Issued	114,966	114,966		694,123
Temporary Equity, Shares Outstanding	114,966	114,966	114,966	694,123	694,123
Temporary equity, redemption price, (per share)	$ 11.15	$ 11.15		$ 10.65
Common stock not subject to redemption | Digital Health Acquisition Corp.
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000		50,000,000
Common stock, shares issued (in shares)	3,489,000	3,489,000		3,462,000
Common stock, shares outstanding (in shares)	3,489,000	3,489,000		3,462,000

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Nov. 21, 2023	Oct. 04, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses				$ 151,348	$ 281,253	$ 962,616	$ 1,283,172
Net operating profit (loss)				38,479	(637,145)	(1,558,749)	(1,680,034)
Other (expense) income:
Total other expenses				(9,310)	(1,717)	(13,375)	59,917
Income (loss) before income taxes				29,169	(638,862)	(1,572,124)	(1,620,117)
Income tax benefit				0	182,843	(1,838,490)	694,363
Net loss attributable to stockholders				$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Weighted average number of shares outstanding, basic income				9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income				9,998,446	9,998,446	9,998,446	9,998,446
Basic loss per share				$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted loss per share				$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Digital Health Acquisition Corp.
General and administrative expenses				$ 674,262	$ 707,592	$ 2,593,765	$ 3,594,967
Net operating profit (loss)				(674,262)	(707,592)	(2,593,765)	(3,594,967)
Other (expense) income:
Default interest expense				(20,296)
Change in fair value of PIPE Forward Contract Derivative					(1,163,950)	170,666	(170,666)
Interest earned on investments held in Trust Account				17,853	75,280	358,767	922,644
Total other expenses				(293,555)	(1,187,050)	(1,820,101)	539,691
Income (loss) before income taxes				(967,817)	(1,894,642)	(4,413,866)	(3,055,276)
Income tax benefit							(187,225)
Net loss attributable to stockholders				$ (967,817)	$ (1,894,642)	$ (4,413,866)	$ (3,242,501)
Weighted average number of shares outstanding, basic income				3,603,966	4,168,567	4,168,567	12,741,219
Weighted average number of shares outstanding, diluted income				3,603,966	4,168,567	4,168,567	12,741,219
Basic loss per share				$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Diluted loss per share				$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Bridge Notes
Other (expense) income:
Interest expense			$ 16,484			$ 50,731
Bridge Notes | Digital Health Acquisition Corp.
Other (expense) income:
Default interest expense	$ (1,579,927)	$ (1,579,927)				(1,579,927)
Interest expense				$ 51,036	$ 133,138	429,007	$ 125,980
Change in fair value of Bifurcated Derivative					34,758	120,267	$ (86,307)
Promissory note - M2B | Digital Health Acquisition Corp.
Other (expense) income:
Default interest expense				(20,296)
Interest expense				2,496		22,958
Extension Notes | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense				51,840		133,748
Change in fair value of Bifurcated Derivative				4		1,630
Exchange Note | Digital Health Acquisition Corp.
Other (expense) income:
Change in fair value				(192,801)		(97,814)
ELOC | Digital Health Acquisition Corp.
Other (expense) income:
Initial fair value of ELOC						(204,039)
Change in fair value				13,956
Change in fair value of ELOC						319
Change in fair value of PIPE Forward Contract Derivative					$ (1,163,950)
Additional Bridge Notes | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense				8,617
Initial fair value of Additional Bridge Note				(3,851)
Change in fair value				2,133
Additional Bridge Promissory note | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense						12,642
Initial fair value of Additional Bridge Note						11,111
Change in fair value				$ (2,133)		$ (2,726)

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member] Extension Note [Member] Digital Health Acquisition Corp.	Common Stock [Member] Bridge Notes [Member] Digital Health Acquisition Corp.	Common Stock [Member] Digital Health Acquisition Corp.	Common Stock [Member]	Additional Paid-in Capital [Member] Extension Note [Member] Digital Health Acquisition Corp.	Additional Paid-in Capital [Member] Bridge Notes [Member] Digital Health Acquisition Corp.	Additional Paid-in Capital [Member] Digital Health Acquisition Corp.	Retained Earnings [Member] Digital Health Acquisition Corp.	Retained Earnings [Member]	Extension Note [Member] Digital Health Acquisition Corp.	Bridge Notes [Member] Digital Health Acquisition Corp.	Digital Health Acquisition Corp.	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	9,998,446
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)	$ (836,205)			(3,242,501)	$ (836,205)
Balance at the end at Dec. 31, 2022			$ 347				$ 292,973	(7,719,916)				(7,426,596)
Balance at the end (in shares) at Dec. 31, 2022			3,462,000	9,998,446
Increase (Decrease) in Stockholders' Equity
Issuance of shares, net of offering cost			$ 2				214,198					214,200
Issuance of shares, net of offering cost (in shares)			20,000
Net loss								(1,894,642)	(451,252)			(1,894,642)	(451,252)
Balance at the end at Mar. 31, 2023			$ 349				507,171	(9,614,558)				(9,107,038)
Balance at the end (in shares) at Mar. 31, 2023			3,482,000	9,998,446
Balance at the beginning at Dec. 31, 2022			$ 347				292,973	(7,719,916)				(7,426,596)
Balance at the beginning (in shares) at Dec. 31, 2022			3,462,000	9,998,446
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)	(3,448,090)			(4,413,866)	(3,448,090)
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	9,998,446
Increase (Decrease) in Stockholders' Equity
Net loss								(967,817)	$ (2,811)			(967,817)	$ (2,811)
Balance at the end at Mar. 31, 2024			$ 350				$ 550,246	$ (13,784,270)				$ (13,233,674)
Balance at the end (in shares) at Mar. 31, 2024			3,489,000	9,998,446

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	May 05, 2023	Oct. 06, 2022	Feb. 28, 2023	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Bridge Notes | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)							30,000
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost							173,913
Common Stock
Issuance of shares, net of offering cost (in shares)			20,000
Common Stock | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)	7,000	30,000	20,000	20,000		20,000
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost					347
Common Stock | Bridge Notes | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)							30,000

UNAUDITED CONDENSED CONSOLIDA_4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	12 Months Ended
	Dec. 31, 2023 USD ($)
Cash Flows from Operating Activities:
Net income (loss)	$ (3,410,614)
Changes in operating assets and liabilities:
Prepaids and other current assets	59,741
Accounts payable and accrued expenses	1,169,983
Net cash from operating activities	(632,595)
Cash Flows from Investing Activities:
Net cash from financing activities	(4,335)
Cash Flows from Financing Activities:
Proceeds from loan payable, related party	190,000
Proceeds from note payable	200,000
Net cash from financing activities	525,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	(111,930)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	230,664
CASH AND CASH EQUIVALENTS, END OF PERIOD	118,734
Digital Health Acquisition Corp.
Cash Flows from Operating Activities:
Net income (loss)	(4,413,866)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Interest earned on investments held in Trust Account	(358,767)
Change in fair value of PIPE Forward Contract Derivative	(170,666)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	1,631,724
Net cash from operating activities	(962,042)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(350,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	71,436
Cash withdrawn from Trust Account in connection with redemptions	6,796,063
Net cash from financing activities	6,517,499
Cash Flows from Financing Activities:
Advances from related party	95,037
Repayment of advances from related party	(21,066)
Proceeds from Bridge Note	100,000
Proceeds from M2B Note	145,000
Proceeds from loan payable, related party	576,500
Redemption of common stock	(6,796,063)
Net cash from financing activities	(5,660,592)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(105,135)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	106,998
CASH AND CASH EQUIVALENTS, END OF PERIOD	1,863
Non-cash investing and financing activities:
Common stock issued for legal settlement	214,200
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 | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Initial loss on and change in fair value of ELOC	203,720
Bridge Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value of Bifurcated Derivative	(120,267)
Changes in operating assets and liabilities:
Accrued interest expense	429,006
Default Interest M2B	1,579,927
Additional Bridge Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Initial fair value of Additional Bridge Note	(11,111)
Change in fair value	2,726
Changes in operating assets and liabilities:
Accrued interest expense	12,642
Promissory note - M2B | Digital Health Acquisition Corp.
Changes in operating assets and liabilities:
Accrued interest expense	22,958
Extension Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value of Bifurcated Derivative	(1,630)
Changes in operating assets and liabilities:
Accrued interest expense	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
Exchange Note | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by 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	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 March 31, 2024, the Company had not commenced any significant operations. All activity for the period from inception, the date which operations commenced, through March 31, 2024 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 nine three three 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 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 three twelve 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 If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, along with 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 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 it is 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.	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 maximum of nine three three 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 twelve 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 twelve 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 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 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 ACCOU_13

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on April 12, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Principles of Consolidation The accompanying condensed 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 condensed consolidated financial statements were issued. As of March 31, 2024, the Company had a cash balance of $724 and a working capital deficit of $8,968,207. 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 March 31, 2024. The Company intends to complete a Business Combination before the mandatory liquidation date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed 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 not have any cash equivalents as of March 31, 2024 and December 31, 2023. Investments Held in Trust Account At March 31, 2024 and December 31, 2023, 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’ equity (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 March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the common stock subject to possible redemption reflected in the condensed 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 and March 31, 2024 ​ $ 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 March 31, 2024 and December 31, 2023, 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 0.0% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and December 31, 2023. 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. For the three months ended March 31, 2024 and 2023, the Company did not 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45) ​ 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 condensed 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 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 condensed 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. ​	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 not 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 not 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”) . 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	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 8). 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.	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 12 months five years

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 33 months (as extended as of May 1, 2024), 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.	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 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	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.
Digital Health Acquisition Corp.
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”. Advances from Related Party As of November 8, 2021, the Sponsor paid for $402,936 of expenses on behalf of the Company. The advance was repaid on November 12, 2021. The Company owes the Sponsor and Sponsor affiliates $592,800 and $117,871 as of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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. 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. 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. For the three months ended March 31, 2024, the Company recognized interest expense of $22,792 (including $20,296 of default interest) for the three months ended March 31, 2024. 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 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). 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 April 17, 2024, the Company, VSee, and iDoc entered into a letter agreement with the Bridge Investor (the “Bridge Letter Agreement”), which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. 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 1, 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 10 – 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 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, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 will be convertible into the 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, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing. 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. 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 Company’s common stock, from time to time over a 36-month Administrative Services Agreement The Company agreed, commencing on November 3, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial, administrative, and other services. The monthly fees will cease upon completion of an initial business combination or liquidation. For the three months ended March 31, 2024 and 2023, the Company incurred $30,000. At March 31, 2024 and December 31, 2023, $55,500 and $90,550 is included in accrued expenses in the accompanying unaudited condensed consolidated balance sheets, respectively. 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.	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 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 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 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 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 Company’s common stock, from time to time over a 36-month 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 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	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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. On February 13, 2024, the parties to the Business Combination Agreement executed a First Amendment to the Business Combination Agreement to provide that the Assumed Notes (as defined below) would be assumed by DHAC and converted into DHAC Common Stock following the closing of the business combination instead of being converted into class B common stock of VSee and iDoc prior to the closing. On April 17, 2024, the parties to the Business Combination Agreement entered into a Second Amendment (the “Second Amendment”) to the Business Combination Agreement, pursuant to which the termination date in the Business Combination Agreement was amended from March 31, 2024 to June 30, 2024. 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 March 31, 2024, the value of the PIPE Forward Contract was $0 as the PIPE was terminated on July 11, 2023. 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 9 - Summary of Significant Accounting Policies - Fair Value Measurements 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. 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 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 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 DHAC’s common stock in the 10th 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 March 31, 2024, the Exchange Note’s fair value was $2,814,359. The Company recognized a total Exchange Note interest expense of $51,036 for the three months ended March 31, 2024 and a change in fair value of $192,801. 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 March 31, 2024, $150,000 has been funded. The transactions contemplated by the Bridge Amendment and the Additional Bridge Note are 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-se	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 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 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 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 DHAC’s common stock in the 10th 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 the fair value of the liability recognized in earnings. At November 21, 2023, $100,000 of proceeds were received under the Add

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
STOCKHOLDERS' DEFICIT	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion – Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion –	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting — Dividend — Liquidation — Conversion — Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting — Dividend — Dividends are prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company. Liquidation — Conversion —
Digital Health Acquisition Corp.
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 March 31, 2024 and December 31, 2023, there were 3,489,000 shares of common stock issued and outstanding, excluding 114,966 shares subject to redemption which were classified outside of permanent deficit on the condensed 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 33 months from the closing of this offering (as extended as of May 1, 2024), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed. If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts. ​	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 outstanding Pursuant to the amended and restated certificate of incorporation, if the Company does not consummate its initial business combination within 27 months ten The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed. If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

WARRANTS

WARRANTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
WARRANTS	NOTE 8. WARRANTS Initial Public Offering Warrants There are 12,057,000 warrants issued and outstanding as of March 31, 2024 and December 31, 2023 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 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.	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 12 months However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth The Private Placement Warrants is identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company 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	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
INCOME TAX	Note 8 Income Taxes The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​ For the three months ended March 31, 2024, the Company recorded income tax benefit of $0 for continuing operations. The effective tax rate of 0% for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and adjustments for meals and entertainment and changes in valuation allowance. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of March 31, 2024, the Company has no unrecognized income tax benefits.	Note 8 Income Taxes The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363 ​ A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363 ​ Deferred Tax Deferred tax is comprised of the following as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826 ​ Reconciliation of deferred tax assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Opening balance as of January 1, ​ $ 1,852,826 ​ $ 1,158,463 Tax (expense)/benefit during the period recognized in profit or loss ​ (1,852,826) ​ 694,363 Closing balance as of December 31, ​ $ — ​ $ 1,852,826 ​ The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of California tax losses totaling $8.8 million and $7.1 million, respectively which have an unlimited carryover period for federal and 20 years for state. State of California losses begin to expire in 2037. As of December 31, 2023 and 2022, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate. The company recorded a valuation allowance of $2,463,599 on their deferred tax assets as there not enough positive evidence to support their utilization.
Digital Health Acquisition Corp.
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_2_3

FAIR VALUE MEASUREMENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
FAIR VALUE MEASUREMENTS		Note 10 Fair Value Measurements 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 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 ​ Measurement Bridge Note Embedded Derivative The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. 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 Embedded Derivative for the initial periods and subsequent measurement periods. The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 % ​ The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2023 and 2022.
Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: As of March 31, 2024, assets held in the Trust Account were comprised of $1,386,490 in money market funds primarily invested in U.S. Treasury securities. As of 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 withdrew an amount of $71,436 from the Trust Account to pay tax obligations and $6,796,063 in connection with redemptions. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate 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 as of March 31, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value March 31, 2024 Money Market Funds 1 ​ $ 1,386,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value December 31, 2023 Money Market Funds 1 ​ $ 1,368,637 ​ The following tables present fair value information as of March 31, 2024 and December 31, 2023 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,868 ​ $ — ​ $ — ​ $ 22,868 ELOC ​ $ 189,764 ​ $ — ​ $ — ​ $ 189,764 Additional Bridge Note ​ $ 156,564 ​ $ — ​ $ — ​ $ 156,564 Exchange Note ​ $ 2,814,359 ​ $ — ​ $ — ​ $ 2,814,359 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ Measurement 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024, and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 CCC bond rates 13.07 % 12.96 % Expected term (years) ​ 0.25 ​ 0.25 ​ Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively ​ 80 % 80 % ​ 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024, and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.40 % Expected term (years) ​ 0.25 ​ 0.25 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.83 % ​ 39.7 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.21 % Expected term (years) ​ ​ 0.71 ​ ​ 0.71 ​ Volatility ​ ​ 110.1 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.50 % ​ 47.54 % Probability of completing a business combination by March 31, 2024 ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 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. As of March 31, 2024 and December 31, 2023, the fair value was remeasured. As such, the Company used 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 March 31, 2024 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 March 31, 2024 and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 4.45 % ​ 3.99 % Expected term (years) ​ ​ 3.00 ​ ​ 3.25 ​ Volatility ​ ​ 105.0 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — % ​ Level 3 Changes in Fair Value ​ The change in the fair value of the Level 3 financial liabilities for the period from December 31, 2023 through March 31, 2024 is summarized as follows: ​ Level 3 Changes in Fair Value of Derivatives for the three months ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note Exchange Additional ​ ​ ​ Bifurcated Derivative Note Bridge Note ELOC Fair value as of December 31, 2023 ​ $ 22,872 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 Initial value of Additional Bridge on January 25, 2024 ​ — ​ — ​ 51,705 ​ — Change in valuation inputs or other assumptions ​ (4) ​ 192,801 ​ 2,133 ​ (13,956) Fair value as of March 31, 2024 ​ $ 22,868 ​ $ 2,814,359 ​ $ 156,564 ​ $ 189,764 ​ Level 3 Changes in Fair Value of Derivatives for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ PIPE Bridge Note ​ ​ Forward ​ Bifurcated ​ ​ Contract ​ Derivative Fair value at December 31, 2022 ​ $ 170,666 ​ $ 364,711 Change in fair value ​ 1,163,950 ​ ​ (34,758) Fair value at March 31, 2023 (unaudited) ​ $ 1,334,616 ​ $ 329,953 ​ 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 three months ended March 31, 2024 and 2023. ​	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_2_3_4_5

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
SUBSEQUENT EVENTS	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.
Digital Health Acquisition Corp.
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, VSee and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024.	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 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 ACCOU_14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Net Loss per Common Stock	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Fair Value Measurement	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
Digital Health Acquisition Corp.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on April 12, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.	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 condensed 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.	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 condensed consolidated financial statements were issued. As of March 31, 2024, the Company had a cash balance of $724 and a working capital deficit of $8,968,207. 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 March 31, 2024. The Company intends to complete a Business Combination before the mandatory liquidation date.	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.	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.	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 condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed 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.	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 not have any cash equivalents as of March 31, 2024 and December 31, 2023.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities.	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’ equity (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 March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the common stock subject to possible redemption reflected in the condensed 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 and March 31, 2024 ​ $ 1,281,957	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 March 31, 2024 and December 31, 2023, 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 0.0% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and December 31, 2023. 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.	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. For the three months ended March 31, 2024 and 2023, the Company did not 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45)	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 not 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.	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.	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 condensed 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.	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.	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 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 condensed consolidated financial statements.	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”) . 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.	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 ACCOU_15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - Digital Health Acquisition Corp.	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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 and March 31, 2024 ​ $ 1,281,957	​ ​ ​ ​ ​ 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45)	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)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Tabular disclosure of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Non-Current ​ ​ Deferred revenue ​ $ 121,052 ​ $ 9,402 Loan Loss Reserve ​ 9,083 ​ — Fixed assets ​ 16 ​ — NOL carryforward ​ 2,333,448 ​ 1,843,424 Valuation allowance ​ (2,463,599) ​ — Net deferred tax assets ​ — ​ 1,852,826 Reflected in the Balance Sheets: ​ ​ position as follows: ​ ​ Deferred tax assets ​ — ​ 1,852,826 Deferred tax liabilities ​ — ​ — Deferred tax assets net ​ $ — ​ $ 1,852,826
Schedule of income tax provision	The components of income tax expense for the three months ended March 31 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Income (loss) before taxes ​ $ 29,169 ​ $ (456,019) Expected United States income tax (expense) benefit at a statutory rate of 21% $ (6,125.49) ​ $ 137,171 Expected State income tax (expense) benefit at a statutory rate of 0% and 8.84% at March 31, 2024 and 2023, respectively ​ — ​ 45,672 Valuation allowance ​ 6,125.49 ​ — Total income tax benefit ​ $ — ​ $ 182,843 ​	​ ​ ​ ​ ​ ​ ​ ​ Consolidated income statement December 31, 2023 December 31, 2022 Current income Tax: ​ $ — ​ $ — Current tax on profits ​ 14,334 ​ — Tax regarding prior years ​ ​ ​ — Deferred tax: ​ ​ Deferred taxation – current year ​ (1,994,609) ​ 694,363 Deferred taxation – prior years ​ 141,785 ​ — Income tax (expense) benefit reported in the income statement ​ $ (1,838,490) ​ $ 694,363
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounting (loss) profit before tax from continuing operations ​ $ (1,572,124) ​ $ (1,620,117) Accounting (loss) profit before income tax ​ (1,572,124) ​ (1,620,117) Federal income tax benefit at federal statutory rate of 21% ​ 330,146 ​ 340,198 State income tax benefit, net of federal benefit ​ 121,463 ​ 93,644 Permanent differences, net ​ 17,377 ​ 17,892 Other ​ 156,123 ​ 242,629 Valuation allowance charges affecting the income tax provision ​ (2,463,599) ​ — Total ​ $ (1,838,490) ​ $ 694,363
Digital Health Acquisition Corp.
Tabular disclosure of deferred tax assets and liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (Tabl_3

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Schedule of fair value information on recurring basis		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534
Schedule of change in the fair value of the Level 3 financial liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534
Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Schedule of gross holding loss and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value March 31, 2024 Money Market Funds 1 ​ $ 1,386,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value December 31, 2023 Money Market Funds 1 ​ $ 1,368,637	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,868 ​ $ — ​ $ — ​ $ 22,868 ELOC ​ $ 189,764 ​ $ — ​ $ — ​ $ 189,764 Additional Bridge Note ​ $ 156,564 ​ $ — ​ $ — ​ $ 156,564 Exchange Note ​ $ 2,814,359 ​ $ — ​ $ — ​ $ 2,814,359 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 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	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 CCC bond rates 13.07 % 12.96 % Expected term (years) ​ 0.25 ​ 0.25 ​ Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively ​ 80 % 80 %	​ ​ ​ ​ ​ ​ ​ ​ ​ 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 change in the fair value of the Level 3 financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note Exchange Additional ​ ​ ​ Bifurcated Derivative Note Bridge Note ELOC Fair value as of December 31, 2023 ​ $ 22,872 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 Initial value of Additional Bridge on January 25, 2024 ​ — ​ — ​ 51,705 ​ — Change in valuation inputs or other assumptions ​ (4) ​ 192,801 ​ 2,133 ​ (13,956) Fair value as of March 31, 2024 ​ $ 22,868 ​ $ 2,814,359 ​ $ 156,564 ​ $ 189,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ PIPE Bridge Note ​ ​ Forward ​ Bifurcated ​ ​ Contract ​ Derivative Fair value at December 31, 2022 ​ $ 170,666 ​ $ 364,711 Change in fair value ​ 1,163,950 ​ ​ (34,758) Fair value at March 31, 2023 (unaudited) ​ $ 1,334,616 ​ $ 329,953	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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 Notes | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.40 % Expected term (years) ​ 0.25 ​ 0.25 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.83 % ​ 39.7 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.21 % Expected term (years) ​ ​ 0.71 ​ ​ 0.71 ​ Volatility ​ ​ 110.1 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.50 % ​ 47.54 % Probability of completing a business combination by March 31, 2024 ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 4.45 % ​ 3.99 % Expected term (years) ​ ​ 3.00 ​ ​ 3.25 ​ Volatility ​ ​ 105.0 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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) - Digital Health Acquisition Corp.

1 Months Ended

3 Months Ended

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

Jun. 10, 2022

Nov. 12, 2021 USD ($)

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

Mar. 31, 2023 USD ($)

Mar. 31, 2024 USD ($) item $ / shares shares

Mar. 31, 2023 USD ($)

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

Dec. 31, 2022 USD ($) shares

Sep. 08, 2023 USD ($)

Nov. 03, 2022 USD ($)

Oct. 24, 2022 USD ($)

Mar. 11, 2022 USD ($)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Condition for future Business Combination number of businesses minimum | item

1

1

Issuance of shares, net of offering cost

$ 214,200

$ 214,200

Transaction costs

$ 6,877,164

6,877,164

Underwriting fees

1,955,000

1,955,000

Deferred underwriting fee payable

4,370,000

4,370,000

$ 4,370,000

Other offering costs

552,164

552,164

Cash held outside trust account

$ 9,478

$ 9,478

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

100%

Months to complete acquisition

33 months

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

80

Condition for future business combination threshold percentage ownership

50

50

Redemption of shares calculated based on business days prior to consummation of Business Combination (in days)

2 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

30 days

Redemption period upon closure

10 days

10 days

Maximum allowed dissolution expenses

$ 100,000

$ 100,000

Condition for future Business Combination threshold net tangible assets

$ 5,000,001

Cash proceeds from the transactions

$ 10,000,000

$ 10,000,000

Aggregate shares redeemed | shares

10,805,877

6,796,063

10,805,877

Number of consecutive trading days prior to the date of the letter

30 days

Minimum market value of listed securities

$ 15,000,000

$ 50,000,000

$ 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%

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

114,966

694,123

Common Stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of shares, net of offering cost

$ 2

$ 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

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

Issuance of shares, net of offering cost

$ 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%

100%

Months to complete acquisition

33 months

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

$ 10.15

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

100%

100%

Sponsor | Promissory Note with Related Party

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate principal amount

$ 350,000

SUMMARY OF SIGNIFICANT ACCOU_16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)				3 Months Ended		12 Months Ended		15 Months Ended
	Nov. 06, 2023	Oct. 20, 2023	Oct. 20, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 689,280		$ 118,734	$ 230,664	$ 689,280
Effective tax rate				0%	8.84%
Statutory federal income tax rate				21%	21%	21%	21%
Unrecognized tax benefits				$ 0		$ 0	$ 0	0
Anti-dilutive securities attributable to warrants (in shares)				3,894,996
Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 724		1,863	106,998	724
Working capital				8,968,207		7,982,537
Cash equivalents				$ 724		$ 0	$ 0	$ 724
Effective tax rate				0%	0%	0%	(6.10%)
Statutory federal income tax rate						21%	21%	21%
Unrecognized tax benefits				$ 0		$ 0	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties						$ 0	$ 0
Warrants outstanding				12,057,000		12,057,000	12,057,000	12,057,000
Anti-dilutive securities attributable to warrants (in shares)				0	0	0	0
Percentage of common stock shares to be redeemed or repurchased upon failure to consummate business combination				100%		100%
Number of shares redeemed		10,805,877				6,796,063	10,805,877
Excise tax				$ 72,396		$ 72,396		$ 72,396
Private Placement Warrants | Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrants outstanding				12,256,999		12,256,999		12,256,999
Common stock subject to possible redemption | Common Stock | Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares redeemed	579,157		10,805,877	579,157		579,157
Value of shares redeemed				$ 6,462,504		$ 6,462,504

SUMMARY OF SIGNIFICANT ACCOU_17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Reflected in the Condensed Consolidated Balance Sheet (Details) - Digital Health Acquisition Corp. - USD ($)	12 Months Ended			15 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2024
Plus:
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349		$ 1,281,957
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	682,671
Redemptions	(6,796,063)	(110,472,254)		(6,796,063)
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349	$ 116,725,000	$ 1,281,957

SUMMARY OF SIGNIFICANT ACCOU_18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per common stock (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Denominator:
Weighted average number of shares outstanding, basic income	9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income	9,998,446	9,998,446	9,998,446	9,998,446
Basic loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Digital Health Acquisition Corp.
Numerator:
Net loss	$ (967,817)	$ (1,894,642)	$ (4,413,866)	$ (3,242,501)
Denominator:
Weighted average number of shares outstanding, basic income	3,603,966	4,168,567	4,168,567	12,741,219
Weighted average number of shares outstanding, diluted income	3,603,966	4,168,567	4,168,567	12,741,219
Basic loss per share	$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Diluted loss per share	$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - Digital Health Acquisition Corp. - $ / shares		3 Months Ended	12 Months Ended
	Nov. 08, 2021	Mar. 31, 2024	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Number of shares for each warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Months to complete acquisition		33 months	27 months
Public warrants expiration term		5 years	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		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) - Digital Health Acquisition Corp. - USD ($)			3 Months Ended	12 Months Ended
	Nov. 12, 2021	Nov. 08, 2021	Mar. 31, 2024	Dec. 31, 2023
PRIVATE PLACEMENT
Underwriting fees			$ 1,955,000	$ 1,955,000
Months to complete acquisition			33 months	27 months
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)			100%
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			33 months	27 months
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)			100%	100%

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		3 Months Ended	12 Months Ended
	Jun. 07, 2021	Mar. 31, 2023	Dec. 31, 2023	Mar. 31, 2024	Dec. 31, 2022	Oct. 31, 2021
RELATED PARTY TRANSACTIONS
Common stock, shares outstanding			9,998,446	9,998,446	9,998,446
Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost		$ 214,200	$ 214,200
Founder shares | Sponsor | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost (in shares)	4,312,500
Issuance of shares, net of offering cost	$ 25,000
Shares subject to forfeiture						1,437,500
Common stock, shares outstanding						2,875,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Feb. 13, 2024

Jan. 31, 2024

Jan. 25, 2024

Nov. 21, 2023

Nov. 01, 2023

Oct. 05, 2023

Oct. 04, 2023

Oct. 06, 2022

Nov. 12, 2021

Nov. 08, 2021

Nov. 03, 2021

Jan. 31, 2024

Mar. 31, 2023

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

May 21, 2025

Jan. 22, 2024

Aug. 17, 2023

May 05, 2023

Feb. 02, 2023

Oct. 24, 2022

Jun. 07, 2021

RELATED PARTY TRANSACTIONS

Advances from related parties

$ 338,218

$ 338,506

$ 146,322

Other Liability, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Principal amount bridge note exchanged with common stock

$ 600,000

Amortizable debt discount

66,667

Common stock, par value (in dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Note payable, net of discount

$ 220,000

$ 220,000

$ 407,131

Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

$ 592,800

$ 117,871

$ 43,900

Other Liability, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Proceeds held in trust account used to repay working capital loans

$ 0

$ 0

Repayment of promissory note - related party

$ 21,066

Default interest

$ 20,296

Number of shares per warrant

1

1

Warrants, exercise price

$ 11.50

$ 11.50

Maximum value of shares agreed to be purchased

$ 50,000,000

Period to fulfill shares agreed to be purchased

36 months

Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Debt instrument to be converted after closing business combination

$ 600,000

Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Debt instrument to be converted after closing business combination

600,000

Promissory note - M2B | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 165,000

Interest expenses- Bridge Note

$ 2,496

$ 22,958

Default interest

20,296

Note payable, net of discount

167,958

Bridge Notes

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

$ 16,484

50,731

Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

51,036

$ 133,138

429,007

$ 125,980

Default interest

$ 1,579,927

$ 1,579,927

1,579,927

Number of warrants issued

173,913

Issuance of shares, net of offering cost (in shares)

30,000

Additional Bridge Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

12,642

Note payable, net of discount

102,726

Exchange Note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Note payable, net of discount

2,814,359

2,621,558

Sponsor Affiliates | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

592,800

117,871

Sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Sponsor paid of expenses

$ 402,936

Advances from related parties

117,871

Affiliate of the sponsor | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Annual fixed rate (as a percent)

10%

Affiliate of the sponsor | Promissory note - M2B | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Purchase price

$ 150,000

Legal fee

5,000

Amortizable debt discount

15,000

Offering costs

$ 5,000

Repayment of promissory note - related party

$ 190,750

Interest expenses- Bridge Note

22,792

22,958

Note payable, net of discount

167,958

Affiliate of the sponsor | Promissory note - M2B | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Repayment of promissory note - related party

$ 190,750

Promissory Note with Related Party | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 315,000

Promissory Note with Related Party | Sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 350,000

Maximum borrowing capacity of related party promissory note

$ 625,000

Repayment of promissory note - related party

$ 602,720

Promissory Note with Related Party | Sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

350,000

Promissory Note with Related Party | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

765,000

Promissory Note with Related Party | Affiliate of the sponsor | Unsecured promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 250,000

Promissory Note with Related Party | Affiliate of the sponsor | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

565,000

$ 200,000

Annual fixed rate (as a percent)

10%

Promissory Note with Related Party | SCS Capital Partners LLC | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 315,000

Unsecured promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

190,750

190,750

$ 165,000

Aggregate purchase price

$ 55,556

Unsecured promissory note | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 190,750

$ 190,750

$ 165,000

Aggregate purchase price

$ 55,556

Administrative Services Agreement | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Expenses per month

$ 10,000

Due to related parties included in accrued expenses

55,500

90,550

$ 10,550

Administrative Services Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Administrative fees expense

30,000

$ 30,000

120,000

120,000

Working capital loans | Working capital loans | Related party | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

0

0

$ 0

Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Amortizable debt discount

$ 443,665

Issuance of shares, net of offering cost (in shares)

30,000

Bridge Securities Purchase Agreement | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Annual fixed rate (as a percent)

10%

Interest expenses- Bridge Note

429,007

Bridge Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Number of warrants issued

173,913

Number of shares per warrant

1

Warrants, exercise price

$ 11.50

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Number of warrants issued

173,913

Number of shares per warrant

1

Warrants, exercise price

$ 11.50

Issuance of shares, net of offering cost (in shares)

30,000

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 166,667

Annual fixed rate (as a percent)

8%

Interest expenses- Bridge Note

3,062

12,642

Original issue discount (in percent)

10%

Conversion price

$ 10

Aggregate subscription amount

$ 150,000

Notes purchased on the date of signing

111,111

Notes purchased on the later date

$ 55,556

Common stock, par value (in dollars per share)

$ 0.0001

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Notes purchased on the date of signing

$ 111,111

Exchange Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Nonexchangeable principal amount of note

$ 600,000

Exchange Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Nonexchangeable principal amount of note

600,000

Exchange Agreement | Bridge Investor | Exchange Note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,523,744

$ 2,523,744

$ 2,523,744

Annual fixed rate (as a percent)

8%

8%

8%

Interest expenses- Bridge Note

$ 51,036

$ 22,433

Conversion price

$ 10

$ 10

$ 10

Conversion Securities Purchase Agreement | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Aggregate principal amount

585,000

$ 585,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock | iDoc | Whacky

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

300,000

$ 300,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock | VSee | Whacky

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

220,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc | Subsequent Event

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee | Subsequent Event

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

$ 600,000

Quantum Purchase Agreement | Quantum Investor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 3,000,000

Original issue discount (in percent)

7%

COMMITMENTS (Details)

COMMITMENTS (Details)					1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) shares	Jan. 18, 2023 USD ($) shares	Oct. 06, 2022 USD ($) $ / shares shares	Jun. 10, 2022	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) $ / shares D shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares D shares	Dec. 31, 2022 USD ($) shares	Nov. 21, 2023 USD ($)	Nov. 03, 2022 USD ($)	Nov. 03, 2021 item
COMMITMENTS AND CONTINGENCIES
Amount net of unamortized debt discount								$ 220,000	$ 407,131
Amortized debt discount						$ 7,000	$ 25,386	93,733	15,934
Principal due						$ 220,000		$ 220,000	666,667
Amortizable debt discount										$ 66,667
Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Maximum Number Of Demands For Registration Of Securities | item												2
Deferred underwriting commission, as a percent						3.8		3.8
Exercise price of warrants | $ / shares						$ 11.50		$ 11.50
Number of shares for each warrant | shares						1		1
Amount of proceeds received								$ 100,000	800,000
Amount of direct cost attributable to the financing									61,800
Warrants, exercise period						5 years		5 years
PIPE Forward Contract									170,666
Aggregate additional financing amount						$ 189,764		$ 203,720
Bridge Warrants | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Warrants outstanding			$ 8,552
Net of offering cost			$ 613
Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | 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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares			$ 11.50
Number of warrants in a unit | shares			173,913
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
Amount net of unamortized debt discount						0		0	407,131
Amortized debt discount					$ 16,484	0		50,734	$ 15,934
Interest expenses- Bridge Note					$ 16,484			50,731
Bridge Notes | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares									30,000
Interest expenses- Bridge Note						51,036	$ 133,138	429,007	$ 125,980
PIPE Forward Contract									$ 170,666
Bridge Notes | Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract			$ 278,404
Annual fixed rate (as a percent)			10%
Interest expenses- Bridge Note								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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Original issue discount (in percent)			10%
Bridge Loan | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate additional financing amount						13,956
VSee and iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration			100%	100%
Aggregate closing PIPE proceeds											$ 10,000,000
Equity value of acquiree						$ 110,000,000		$ 110,000,000
Business Combination Agreement | VSee Health Incentive Plan | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of shares reserved for issuance						15%		15%
Business Combination Agreement | VSee and iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of stock options | $ / shares						10
Closing consideration, multiplication factor for calculation of amount of stock option exercisable | $ / shares						$ 10
Business Combination Agreement | iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration						100%		100%
Numerator for calculation of closing consideration						$ 49,500,000		$ 49,500,000
Business Combination Agreement | VSee | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of stock options | $ / shares								10
Numerator for calculation of closing consideration						60,500,000		$ 60,500,000
Closing consideration, multiplication factor for calculation of amount of stock option exercisable | $ / shares								$ 10
PIPE Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract						$ 0		$ 0
PIPE Securities Purchase Agreement | PIPE Investors | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares						$ 12.50		$ 12.50
Conversion price of convertible notes | $ / shares						$ 10		$ 10
Minimum aggregate purchase price of additional offering						$ 10,000,000		$ 10,000,000
Minimum gross proceeds of Notes to be paid in cash for consummation of subsequent placements						$ 5,000,000		$ 5,000,000
Percentage of additional offering securities in additional offerings						100%		100%
Percentage of offered securities in subsequent placements						25%		25%
Lock-up period (in months)						8 months		8 months
Stock price trigger | $ / shares						$ 12.50		$ 12.50
Agreement number of consecutive trading days | D						20		20
Warrants, exercise period						5 years		5 years
PIPE Registration Rights Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Minimum percentage of shares issuable upon conversion of PIPE shares and warrants								15,000%
Backstop Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price	$ 15,000,000
Backstop Agreement | Maximum | Digital Health Acquisition Corp.
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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration						100%		100%
Series A Preferred Stock | PIPE Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price						$ 8,000,000		$ 8,000,000
Maximum number of shares issuable | shares						15,000
Warrants to purchase shares of common stock | shares						424,000		424,000
Series A Preferred Stock | PIPE Securities Purchase Agreement | PIPE Investors | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares						8,000		8,000
Series A Preferred Stock | Backstop Agreement | Digital Health Acquisition Corp.
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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Number of Shares to be Issued | shares	2,000	2,000
Series B Preferred Stock | Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares						4,370		4,370
Deferred underwriting fee considered for purchase price of shares						$ 4,370,000		$ 4,370,000

COMMITMENTS - Bridge Securities

COMMITMENTS - Bridge Securities Purchase Agreement (Details)		1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 06, 2022 USD ($) instrument $ / shares shares	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Nov. 21, 2023 USD ($)
RELATED PARTY TRANSACTIONS
Principal due			$ 220,000		$ 220,000	$ 666,667
Amortizable debt discount							$ 66,667
Amount net of unamortized debt discount					220,000	407,131
Amortized debt discount			$ 7,000	$ 25,386	$ 93,733	15,934
Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of shares per warrant | shares			1		1
Warrants, exercise price | $ / shares			$ 11.50		$ 11.50
Amount of proceeds received					$ 100,000	800,000
Amount of direct cost attributable to the financing						61,800
Bridge Warrants | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Warrants outstanding	$ 8,552
Net of offering cost	$ 613
Bridge Notes
RELATED PARTY TRANSACTIONS
Amount net of unamortized debt discount			$ 0		0	407,131
Amortized debt discount		$ 16,484	0		50,734	$ 15,934
Interest expenses- Bridge Note		$ 16,484			50,731
Bridge Notes | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares						173,913
Issuance of shares, net of offering cost (in shares) | shares						30,000
Interest expenses- Bridge Note			$ 51,036	$ 133,138	429,007	$ 125,980
Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost (in shares) | 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares	173,913
Number of shares per warrant | shares	1
Warrants, exercise 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Aggregate principal amount	2,222,222
Amount allocated	$ 888,889
Annual fixed rate (as a 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 guaranteed interest 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Original issue discount (in percent)	10%

COMMITMENTS - Defaulted Bridge

COMMITMENTS - Defaulted Bridge Notes (Details) - USD ($)			3 Months Ended	12 Months Ended
	Nov. 21, 2023	Oct. 04, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Note Payable
Principal due			$ 220,000	$ 220,000	$ 666,667
Digital Health Acquisition Corp.
Note Payable
Interest expense on debt default			$ 20,296
Bridge Notes | Digital Health Acquisition Corp.
Note Payable
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		$ 1,579,927
Exchange Note | Digital Health Acquisition Corp.
Note Payable
Aggregate current value	3,723,744
DHAC Note | Digital Health Acquisition Corp.
Note Payable
Principal due	888,889
Originally issued discount	88,889
VSee Note | Digital Health Acquisition Corp.
Note Payable
Principal due	666,667
Originally issued discount	66,667
iDoc Note | Digital Health Acquisition Corp.
Note Payable
Principal due	666,667
Originally issued discount	$ 66,667

COMMITMENTS - Exchange Note Exc

COMMITMENTS - Exchange Note Exchange Financing (Details) - Digital Health Acquisition Corp.		3 Months Ended	12 Months Ended
	Nov. 21, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) D $ / shares	Dec. 31, 2023 USD ($) D $ / shares
Note Payable
Share price trigger to determine reset of conversion price | $ / shares	$ 3
Exchange Note
Note Payable
Number of trading days to determine amortization payment | D		10	10
Aggregate current value	$ 3,723,744
Change in fair value		$ (192,801)	$ (97,814)
Exchange Note | Bridge Investor | Exchange Agreement
Note Payable
Aggregate principal amount	$ 2,523,744	$ 2,523,744	$ 2,523,744
Annual fixed rate (as a percent)	8%	8%	8%
Conversion price of convertible notes | $ / shares	$ 10	$ 10	$ 10
Share price trigger to determine reset of conversion price | $ / shares		$ 10	$ 10
Threshold percentage of stock price trigger to determine reset of conversion price		95%	95%
Maximum reset of conversion price (in dollars per share) | $ / shares		$ 2	$ 2
Threshold percentage of stock price trigger to determine amortization conversion price		95%	95%
Number of trading days to determine amortization payment | D		10	10
Minimum conversion price to make amortization payment | $ / shares		$ 2	$ 2
Aggregate current value	$ 2,523,744	$ 2,814,359	$ 2,621,558
Interest expenses- Bridge Note		51,036	22,433
Change in fair value		192,801	97,814
VSee Note | Bridge Investor | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note		600,000	600,000
iDoc Note | Bridge Investor | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note		$ 600,000	$ 600,000

COMMITMENTS - Additional Bridge

COMMITMENTS - Additional Bridge Financing (Details)			3 Months Ended		12 Months Ended
	Jan. 25, 2024 USD ($)	Nov. 21, 2023 USD ($) D $ / shares	Mar. 31, 2024 USD ($) D $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) D $ / shares	Dec. 31, 2022 USD ($) $ / shares
Note Payable
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Principal due			$ 220,000		$ 220,000	$ 666,667
Proceeds from note payable				$ 200,000	200,000	$ 600,000
Digital Health Acquisition Corp.
Note Payable
Share price trigger to determine reset of conversion price | $ / shares		$ 3
Proceeds from note payable				$ 250,000
Additional Bridge Promissory note | Digital Health Acquisition Corp.
Note Payable
Interest expenses- Bridge Note					12,642
Change in fair value			(2,133)		(2,726)
Additional Bridge Promissory note | Bridge Investor | Bridge Letter Agreement | Digital Health Acquisition Corp.
Note Payable
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
Annual fixed rate (as a percent)		8%
Common stock, par value (in dollars 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			$ 150,000		$ 100,000
Threshold percentage of stock price trigger to determine amortization conversion price			95%		95%
Number of trading days to determine amortization payment | D			10		10
Minimum conversion price to make amortization payment | $ / shares			$ 2		$ 2
Proceeds from note payable	$ 50,000	$ 100,000
Original issued discount expensed	5,556	11,111
Aggregate current value	$ 51,705	$ 100,000	$ 156,564		$ 102,726
Interest expenses- Bridge Note			3,062		12,642
Change in fair value			$ 2,133		$ 2,726

COMMITMENTS - Extension Note (E

COMMITMENTS - Extension Note (Extension Financing) and Bifurcated Derivative (Details) - USD ($)		3 Months Ended		12 Months Ended
	May 05, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 21, 2023
Note Payable
Proceeds from notes payable			$ 200,000	$ 200,000	$ 600,000
Amortizable debt discount						$ 66,667
Amount net of unamortized debt discount				220,000	407,131
Amortized debt discount		$ 7,000	25,386	$ 93,733	$ 15,934
Digital Health Acquisition Corp.
Note Payable
Warrants, exercise period		5 years		5 years
Warrants, exercise price		$ 11.50		$ 11.50
Proceeds from notes payable			$ 250,000
Extension Notes | Digital Health Acquisition Corp.
Note Payable
Original issue discount (in percent)	16.67%
Aggregate principal amount	$ 300,000
Annual fixed rate (as a percent)	10%
Proceeds from notes payable	$ 240,000
Direct cost attributable to the financing	10,000
Amortizable debt discount	175,472
Financing cost	6,993
Originally issued discount	$ 50,000
Amount net of unamortized debt discount		$ 285,614		$ 233,774
Amortized debt discount		44,340		114,151
Accrued interest		7,500		7,500
Interest expenses- Bridge Note		$ 51,840		$ 133,748
Extension Notes | Extension Shares | Digital Health Acquisition Corp.
Note Payable
Shares issued as part of commitment	7,000
Cost for issuance date fair value of the shares	$ 78,349
Extension Notes | Extension Warrants | Digital Health Acquisition Corp.
Note Payable
Warrants, exercise period	5 years
Warrants to purchase shares of common stock	26,086
Warrants, exercise price	$ 11.50
Fair value of warrants	$ 39,111
Extension Notes | Investor Note Warrants | Digital Health Acquisition Corp.
Note Payable
Cost for issuance date fair value of the warrants	$ 40,130

COMMITMENTS - Quantum Financing

COMMITMENTS - Quantum Financing Securities Purchase Agreement (Details) - Digital Health Acquisition Corp.	Nov. 21, 2023 USD ($) D $ / shares
Note Payable
Share price trigger to determine reset of conversion price	$ 3
Quantum Investor | Quantum Purchase Agreement
Note Payable
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Quantum Note | Quantum Investor | Quantum Purchase Agreement
Note Payable
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Annual fixed rate (as a percent)	12%
Conversion price of convertible notes	$ 10
Percentage of stock price trigger	85%
Threshold trading days | D	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) - Digital Health Acquisition Corp.	Nov. 21, 2023 USD ($) D $ / shares
RELATED PARTY TRANSACTIONS
Maximum consecutive days for suspension for use of resale registration statement | D	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	3 Months Ended		12 Months Ended
	May 05, 2023 shares	Oct. 06, 2022 shares	Jun. 07, 2021 USD ($) shares	Feb. 28, 2023 shares	Mar. 31, 2024 Vote $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 08, 2021 shares	Oct. 31, 2021 shares
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					18,000,000		18,000,000	18,000,000
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding					9,998,446		9,998,446	9,998,446
Common stock, shares issued					9,998,446		9,998,446	9,998,446
Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost | $						$ 214,200	$ 214,200
Common stock, votes per share | Vote					1		1
Months to complete acquisition					33 months		27 months
Redemption period upon closure					10 days		10 days
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)					100%
Common Stock
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)				20,000
Common Stock | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)	7,000	30,000		20,000		20,000	20,000
Issuance of shares, net of offering cost | $						$ 2	$ 2
Private Placement | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, shares issued									557,000	557,000
Sponsor | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)					100%		100%
Founder shares | Sponsor | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)			4,312,500
Issuance of shares, net of offering cost | $			$ 25,000
Shares subject to forfeiture										1,437,500
Common stock, shares outstanding										2,875,000
Common stock subject to possible redemption | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock subject to possible redemption, issued (in shares)					114,966		114,966	694,123
Common Stock Not Subject to Possible Redemption | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					50,000,000		50,000,000	50,000,000
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding					3,489,000		3,489,000	3,462,000
Common stock, shares issued					3,489,000		3,489,000	3,462,000

WARRANTS (Details)

WARRANTS (Details) - Digital Health Acquisition Corp.		3 Months Ended	12 Months Ended
	Oct. 06, 2022 $ / shares shares	Mar. 31, 2024 D Vote $ / shares shares	Dec. 31, 2023 D Vote $ / shares shares	Dec. 31, 2022 shares
WARRANTS
Warrants outstanding | shares		12,057,000	12,057,000	12,057,000
Number of shares for each warrant | shares		1	1
Warrants, exercise price		$ 11.50	$ 11.50
Warrant exercise period condition one		30 days	30 days
Warrant exercise period condition two		12 months	12 months
Warrants exercisable for cash | shares		0	0
Number of trading days to calculate fair market value of warrants | D		5	5
Public warrants expiration term		5 years	5 years
Warrant redemption condition minimum share price		$ 18	$ 18
Share price trigger used to measure dilution of warrant		$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60	60
Warrant exercise price adjustment multiple		115	115
Warrant redemption price adjustment multiple		180		180
Common stock, votes per share | Vote		1	1
Warrant exercise restriction threshold		9.8	9.8
Fractional shares issued | shares		0	0
Private Placement Warrants
WARRANTS
Warrants outstanding | shares		12,256,999	12,256,999
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Warrant redemption condition minimum share price		$ 18
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants | D		30
Bridge Warrants | Bridge Securities Purchase Agreement
WARRANTS
Number of shares for each warrant | shares	1
Warrants, exercise price	$ 11.50
Public warrants expiration term	5 years
Number of warrants in a unit | shares	173,913
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)			$ 0.01
Redemption period			30 days
Warrant redemption condition minimum share price			$ 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) - Digital Health Acquisition Corp. - $ / shares	May 05, 2023	Mar. 31, 2024	Dec. 31, 2023
WARRANTS
Warrants, exercise period		5 years	5 years
Warrants, exercise price		$ 11.50	$ 11.50
Extension Warrants | Extension purchase agreement
WARRANTS
Number of warrants issued	26,086
Number of warrants in a unit	26,086
Warrants, exercise period	5 years
Warrants, exercise 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	Dec. 31, 2021
Deferred tax assets
Deferred tax assets net		$ 1,852,826	$ 1,158,463
Valuation allowance	$ (2,463,599)
Net deferred tax assets		1,852,826
Digital Health Acquisition Corp.
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 ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
State
Change in valuation allowance	$ (6,125.49)
Income tax provision	$ 0	$ (182,843)	$ 1,838,490	$ (694,363)
Digital Health Acquisition Corp.
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)	3 Months Ended		12 Months Ended		15 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024
Statutory federal income tax rate	21%	21%	21%	21%
Income tax provision	0%	8.84%
Digital Health Acquisition Corp.
Statutory federal income tax rate			21%	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%	0%	0%	(6.10%)

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Change in valuation allowance	$ (6,125.49)
Digital Health Acquisition Corp.
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) - Digital Health Acquisition Corp. - USD ($)		3 Months Ended		12 Months Ended
	Oct. 20, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,386,490		$ 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			6,796,063	10,805,877
Transfers between Level 1 and Level 2		0	$ 0	$ 0	$ 0
Transfers between Level 2 and Level 1		0	0	0	0
Transfers in of level 3		0	0	0	0
Transfers Out of level 3		0	$ 0	0	0
Money Market Funds
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,386,490		$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Level 1 | Money Market Funds | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Fair Value	$ 1,386,490	$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value information on recurring basis (Details) - Digital Health Acquisition Corp. - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
PIPE Forward Contract			$ 170,666
Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	$ 22,868	$ 22,872
ELOC
FAIR VALUE MEASUREMENTS
Fair Value	189,764	203,720
Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	156,564	102,726
Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	2,814,359	2,621,558
Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value			364,711
Level 1 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 3
FAIR VALUE MEASUREMENTS
PIPE Forward Contract			170,666
Level 3 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	22,868	22,872
Level 3 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	189,764	203,720
Level 3 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	156,564	102,726
Level 3 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	$ 2,814,359	$ 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 - Digital Health Acquisition Corp.	Nov. 21, 2023	Dec. 31, 2022
CCC bond rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable		0.1509
Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable	0.0538
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable	0.1264
Implied volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable	0.001
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable	0.0061
Probability of early termination/repayment - BC not completed
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable		0.05
Probability of early termination/repayment - business combination completed, or PIPE completed
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable		0.95
Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input of notes payable		0.50
Probability of completing a business combination by June 30, 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
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 - Digital Health Acquisition Corp.	Mar. 31, 2024 Y	Dec. 31, 2023	Dec. 31, 2023 Y	May 05, 2023
Risk free rate
Fair Value Measurements
Measurement input of notes payable				0.0513
CCC bond rates
Fair Value Measurements
Measurement input of notes payable	0.1307	0.1296		0.1469
Expected term (years)
Fair Value Measurements
Measurement input of notes payable	0.25	0.25	0.25	0.38
Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively
Fair Value Measurements
Measurement input of notes payable	0.80	0.80		0.25
Probability of completing a business combination by September 30, 2023
Fair Value Measurements
Measurement input of notes payable				0.75
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		1

FAIR VALUE MEASUREMENTS - Uno_3

FAIR VALUE MEASUREMENTS - Unobservable inputs for PIPE Forward Contract (Details) - PIPE Forward Contract - Digital Health Acquisition Corp.	Jun. 30, 2023 Y	Dec. 31, 2022 Y	Oct. 06, 2022 Y
Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0543	0.0476	0.0400
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0023	0.0037	0.0061
Probability of completing a business combination
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.75	0.95	0.90

FAIR VALUE MEASUREMENTS - Uno_4

FAIR VALUE MEASUREMENTS - Unobservable inputs for Additional Bridge Note (Details) - Additional Bridge Notes - Digital Health Acquisition Corp.	Mar. 31, 2024 Y $ / shares	Dec. 31, 2023 $ / shares Y	Nov. 21, 2023 $ / shares Y
Risk free rate
Fair Value Measurements
Measurement input of notes payable	0.0546	0.0540	0.0548
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.25	0.25	0.36
Implied volatility
Fair Value Measurements
Measurement input of notes payable	0.95	0.95	0.95
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.3983	0.397	0.415
Probability of early termination/repayment - BC not completed
Fair Value Measurements
Measurement input of notes payable	0.20	0.20	0.20
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Uno_5

FAIR VALUE MEASUREMENTS - Unobservable inputs for Exchange Note (Details) - Exchange Note - Digital Health Acquisition Corp.	Mar. 31, 2024 Y $ / shares	Dec. 31, 2023 $ / shares Y	Nov. 21, 2023 Y $ / shares
Risk free rate
Fair Value Measurements
Measurement input of notes payable	5.46	0.0521	0.0548
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.71	0.71	0.61
Implied volatility
Fair Value Measurements
Measurement input of notes payable	1.101	0.95	0.96
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.4750	0.4754	0.4917
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Uno_6

FAIR VALUE MEASUREMENTS - Unobservable inputs for ELOC/Equity Financing (Details) - ELOC - Digital Health Acquisition Corp.	Mar. 31, 2024 $ / shares Y	Dec. 31, 2023 Y $ / shares	Nov. 21, 2023 $ / shares Y
Risk free rate
Fair Value Measurements
Measurement input of notes payable	0.0445	0.0399	0.0457
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	3	3.25	3.36
Implied volatility
Fair Value Measurements
Measurement input of notes payable	1.050	0.964	0.964
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Cha_3

FAIR VALUE MEASUREMENTS - Changes in the fair value of financial liabilities (Details) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	$ 0	$ 273,534		$ 273,534	$ 0
Change in valuation inputs or other assumptions				(92,449)	64,731
Bridge Note Embedded Derivative, Ending Fair Value			$ 273,534	0	273,534
Extension Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	22,872
Change in valuation inputs or other assumptions	(4)
Bridge Note Embedded Derivative, Ending Fair Value	22,868			22,872
Exchange Note | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	2,621,558
Initial value of Additional Bridge on January 25, 2024				2,523,744
Change in valuation inputs or other assumptions	$ 192,801			$ (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 Adjustment Of Notes
Bridge Note Embedded Derivative, Ending Fair Value	$ 2,814,359			$ 2,621,558
Additional Bridge Notes | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	102,726
Initial value of Additional Bridge on January 25, 2024	51,705			100,000
Change in valuation inputs or other assumptions	2,133			2,726
Bridge Note Embedded Derivative, Ending Fair Value	156,564			102,726
ELOC | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	203,720
Initial value of Additional Bridge on January 25, 2024				204,039
Change in valuation inputs or other assumptions	(13,956)			(318)
Bridge Note Embedded Derivative, Ending Fair Value	189,764			203,720
PIPE Forward Contract | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value		170,666		170,666
Change in valuation inputs or other assumptions			170,666	529,840
Derecognized value at termination date				(700,506)
Change in fair value		1,163,950
Bridge Note Embedded Derivative, Ending Fair Value		1,334,616	170,666		170,666
Bridge Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value		364,711	278,404	364,711
Change in valuation inputs or other assumptions			86,307	(120,267)
Derecognized value at termination date				(244,444)
Change in fair value		(34,758)
Bridge Note Embedded Derivative, Ending Fair Value		$ 329,953	$ 364,711		$ 364,711
Extension Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	$ 22,872
Initial value of Additional Bridge on January 25, 2024				24,502
Change in valuation inputs or other assumptions				(1,630)
Bridge Note Embedded Derivative, Ending Fair Value				$ 22,872

SUBSEQUENT EVENTS (Details)_2_5

SUBSEQUENT EVENTS (Details) - Digital Health Acquisition Corp.							1 Months Ended
	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 ($) shares	Mar. 31, 2023 USD ($)	Jan. 31, 2024 USD ($)	Jan. 22, 2024 USD ($)
SUBSEQUENT EVENTS
Number of consecutive trading days prior to the date of the letter				30 days
Minimum market value of listed securities				$ 15,000,000	$ 50,000,000		$ 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
Unsecured promissory note
SUBSEQUENT EVENTS
Aggregate principal amount								$ 190,750	$ 165,000
Aggregate purchase price			$ 55,556
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

CONDENSED CONSOLIDATED BALANC_7

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Total current assets	$ 1,419,000	$ 827,134	$ 759,778
Total assets	1,430,779	830,791	2,612,604
Current liabilities:
Accounts payable and accrued expenses	1,819,512	1,824,408	721,089
Advances from related parties	$ 338,218	$ 338,506	$ 146,322
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]	Related Party [Member]
Note payable, net of discount	$ 220,000	$ 220,000	$ 407,131
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]
Total liabilities	$ 4,814,257	4,243,438	2,614,637
Commitments and contingencies (Note 4)
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	1,000	1,000	1,000
Additional paid-in capital	6,026,457	6,026,457	6,026,457
Accumulated deficit	(9,117,796)	(9,114,985)	(5,666,895)
Total liabilities and stockholders' deficit	1,430,779	830,791	2,612,604
Digital Health Acquisition Corp.
Current assets:
Total current assets	724	1,863	106,998
Investments held in Trust Account	1,386,490	1,368,637	7,527,369
Total assets	1,387,214	1,370,500	7,634,367
Current liabilities:
Accounts payable and accrued expenses	3,642,780	3,303,836	1,886,312
Excise tax payable	72,396	72,396
Income taxes payable	187,225	187,225	187,225
Advances from related parties	$ 592,800	$ 117,871	$ 43,900
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]	Related Party [Member]
Accrued interest on Exchange Note		$ 23,964
Promissory Note - related party	$ 926,500	$ 926,500	$ 350,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
PIPE Forward Contract			170,666
Total current liabilities	$ 8,968,931	$ 7,984,400
Deferred underwriting fee payable	4,370,000	4,370,000	4,370,000
Total liabilities	13,338,931	12,354,400	7,665,614
Commitments and contingencies (Note 4)
Common stock subject to possible redemption, $0.0001 par value; 114,966 shares issued and outstanding at redemption value of $11.15 per share as of March 31, 2024 and December 31, 2023	1,281,957	1,281,957	7,395,349
Stockholders' deficit
Common stock, $0.0001 par value; 18,000,000 shares authorized 9,998,446 shares issued and outstanding	350	350	347
Additional paid-in capital	550,246	550,246	292,973
Accumulated deficit	(13,784,270)	(12,816,453)	(7,719,916)
Total stockholders' deficit	(13,233,674)	(12,265,857)	(7,426,596)
Total liabilities and stockholders' deficit	1,387,214	1,370,500	7,634,367
Promissory note - M2B | Digital Health Acquisition Corp.
Current liabilities:
Note payable, net of discount		167,958
Exchange Note | Digital Health Acquisition Corp.
Current liabilities:
Note payable, net of discount	2,814,359	2,621,558
Extension Notes | Digital Health Acquisition Corp.
Current liabilities:
Note payable, net of discount	285,614	233,774
Bifurcated Derivative	22,868	22,872
Total current liabilities		7,984,400	$ 3,295,614
ELOC | Digital Health Acquisition Corp.
Current liabilities:
Line of credit	189,764	203,720
Additional Bridge Notes | Digital Health Acquisition Corp.
Current liabilities:
Note payable, net of discount	156,564	102,726
Exchange and Additional Bridge Notes | Digital Health Acquisition Corp.
Current liabilities:
Accrued interest on Exchange and Additional Bridge Notes	$ 78,061	$ 23,964

CONDENSED CONSOLIDATED BALANC_8

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Nov. 06, 2023	Dec. 31, 2022	Oct. 20, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	18,000,000	18,000,000		18,000,000
Common stock, shares issued (in shares)	9,998,446	9,998,446		9,998,446
Common stock, shares outstanding (in shares)	9,998,446	9,998,446		9,998,446
Common stock subject to redemption | Digital Health Acquisition Corp.
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Temporary Equity, Shares Issued	114,966	114,966		694,123
Temporary Equity, Shares Outstanding	114,966	114,966	114,966	694,123	694,123
Temporary equity, redemption price, (per share)	$ 11.15	$ 11.15		$ 10.65
Common stock not subject to redemption | Digital Health Acquisition Corp.
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000		50,000,000
Common stock, shares issued (in shares)	3,489,000	3,489,000		3,462,000
Common stock, shares outstanding (in shares)	3,489,000	3,489,000		3,462,000

UNAUDITED CONDENSED CONSOLIDA_5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Nov. 21, 2023	Oct. 04, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
General and administrative expenses				$ 151,348	$ 281,253	$ 962,616	$ 1,283,172
Net operating profit (loss)				38,479	(637,145)	(1,558,749)	(1,680,034)
Other (expense) income:
Total other expenses				(9,310)	(1,717)	(13,375)	59,917
Income (loss) before income taxes				29,169	(638,862)	(1,572,124)	(1,620,117)
Income tax benefit				0	182,843	(1,838,490)	694,363
Net loss attributable to stockholders				$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Weighted average number of shares outstanding, basic income				9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income				9,998,446	9,998,446	9,998,446	9,998,446
Basic loss per share				$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted loss per share				$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Digital Health Acquisition Corp.
General and administrative expenses				$ 674,262	$ 707,592	$ 2,593,765	$ 3,594,967
Net operating profit (loss)				(674,262)	(707,592)	(2,593,765)	(3,594,967)
Other (expense) income:
Default interest expense				(20,296)
Change in fair value of PIPE Forward Contract Derivative					(1,163,950)	170,666	(170,666)
Interest earned on investments held in Trust Account				17,853	75,280	358,767	922,644
Total other expenses				(293,555)	(1,187,050)	(1,820,101)	539,691
Income (loss) before income taxes				(967,817)	(1,894,642)	(4,413,866)	(3,055,276)
Income tax benefit							(187,225)
Net loss attributable to stockholders				$ (967,817)	$ (1,894,642)	$ (4,413,866)	$ (3,242,501)
Weighted average number of shares outstanding, basic income				3,603,966	4,168,567	4,168,567	12,741,219
Weighted average number of shares outstanding, diluted income				3,603,966	4,168,567	4,168,567	12,741,219
Basic loss per share				$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Diluted loss per share				$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Bridge Notes
Other (expense) income:
Interest expense			$ 16,484			$ 50,731
Bridge Notes | Digital Health Acquisition Corp.
Other (expense) income:
Default interest expense	$ (1,579,927)	$ (1,579,927)				(1,579,927)
Interest expense				$ 51,036	$ 133,138	429,007	$ 125,980
Change in fair value of Bifurcated Derivative					34,758	120,267	$ (86,307)
Promissory note - M2B | Digital Health Acquisition Corp.
Other (expense) income:
Default interest expense				(20,296)
Interest expense				2,496		22,958
Extension Notes | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense				51,840		133,748
Change in fair value of Bifurcated Derivative				4		1,630
Exchange Note | Digital Health Acquisition Corp.
Other (expense) income:
Change in fair value				(192,801)		(97,814)
ELOC | Digital Health Acquisition Corp.
Other (expense) income:
Initial fair value of ELOC						(204,039)
Change in fair value				13,956
Change in fair value of ELOC						319
Change in fair value of PIPE Forward Contract Derivative					$ (1,163,950)
Additional Bridge Notes | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense				8,617
Initial fair value of Additional Bridge Note				(3,851)
Change in fair value				2,133
Additional Bridge Promissory note | Digital Health Acquisition Corp.
Other (expense) income:
Interest expense						12,642
Initial fair value of Additional Bridge Note						11,111
Change in fair value				$ (2,133)		$ (2,726)

UNAUDITED CONDENSED CONSOLIDA_6

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member] Extension Note [Member] Digital Health Acquisition Corp.	Common Stock [Member] Bridge Notes [Member] Digital Health Acquisition Corp.	Common Stock [Member] Digital Health Acquisition Corp.	Common Stock [Member]	Additional Paid-in Capital [Member] Extension Note [Member] Digital Health Acquisition Corp.	Additional Paid-in Capital [Member] Bridge Notes [Member] Digital Health Acquisition Corp.	Additional Paid-in Capital [Member] Digital Health Acquisition Corp.	Retained Earnings [Member] Digital Health Acquisition Corp.	Retained Earnings [Member]	Extension Note [Member] Digital Health Acquisition Corp.	Bridge Notes [Member] Digital Health Acquisition Corp.	Digital Health Acquisition Corp.	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	9,998,446
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)	$ (836,205)			(3,242,501)	$ (836,205)
Balance at the end at Dec. 31, 2022			$ 347				$ 292,973	(7,719,916)				(7,426,596)
Balance at the end (in shares) at Dec. 31, 2022			3,462,000	9,998,446
Increase (Decrease) in Stockholders' Equity
Issuance of shares, net of offering cost			$ 2				214,198					214,200
Issuance of shares, net of offering cost (in shares)			20,000
Net loss								(1,894,642)	(451,252)			(1,894,642)	(451,252)
Balance at the end at Mar. 31, 2023			$ 349				507,171	(9,614,558)				(9,107,038)
Balance at the end (in shares) at Mar. 31, 2023			3,482,000	9,998,446
Balance at the beginning at Dec. 31, 2022			$ 347				292,973	(7,719,916)				(7,426,596)
Balance at the beginning (in shares) at Dec. 31, 2022			3,462,000	9,998,446
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)	(3,448,090)			(4,413,866)	(3,448,090)
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	9,998,446
Increase (Decrease) in Stockholders' Equity
Net loss								(967,817)	$ (2,811)			(967,817)	$ (2,811)
Balance at the end at Mar. 31, 2024			$ 350				$ 550,246	$ (13,784,270)				$ (13,233,674)
Balance at the end (in shares) at Mar. 31, 2024			3,489,000	9,998,446

UNAUDITED CONDENSED CONSOLIDA_7

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	May 05, 2023	Oct. 06, 2022	Feb. 28, 2023	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Bridge Notes | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)							30,000
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost							173,913
Common Stock
Issuance of shares, net of offering cost (in shares)			20,000
Common Stock | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)	7,000	30,000	20,000	20,000		20,000
Issuance of 173,913 warrants issued with Bridge Note, net of offering cost					347
Common Stock | Bridge Notes | Digital Health Acquisition Corp.
Issuance of shares, net of offering cost (in shares)							30,000

UNAUDITED CONDENSED CONSOLIDA_8

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 29,169	$ (456,019)	$ (3,410,614)	$ (925,754)
Changes in operating assets and liabilities:
Prepaids and other current assets	(22,405)	16,150	59,741	5,559
Accounts payable and accrued expenses	(4,896)	408,549	1,169,983	518,639
Net cash from operating activities	579,286	(353,316)	(632,595)	(825,776)
Cash Flows from Investing Activities:
Net cash from financing activities	(8,740)	(1,690)	(4,335)
Cash Flows from Financing Activities:
Proceeds from loan payable, related party		120,000	190,000	110,000
Proceeds from note payable		200,000	200,000	600,000
Net cash from financing activities		320,000	525,000	710,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	570,546	(35,006)	(111,930)	(115,776)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	118,734	230,664	230,664	346,440
CASH AND CASH EQUIVALENTS, END OF PERIOD	689,280	195,658	118,734	230,664
Digital Health Acquisition Corp.
Cash Flows from Operating Activities:
Net income (loss)	(967,817)	(1,894,642)	(4,413,866)	(3,242,501)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Interest earned on investments held in Trust Account	(17,853)	(75,280)	(358,767)	(922,644)
Initial fair value of Additional Bridge Note - additional draw	(3,851)
Change in fair value of PIPE Forward Contract Derivative		1,163,950	(170,666)	170,666
Changes in operating assets and liabilities:
Prepaids and other current assets		(52,500)		457,605
Accounts payable and accrued expenses	338,944	419,424	1,631,724	1,746,149
Default Interest M2B	20,296
Income taxes payable				187,225
Net cash from operating activities	(335,318)	(340,667)	(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 from financing activities			6,517,499	110,122,253
Cash Flows from Financing Activities:
Advances from related party	474,929		95,037
Proceeds from loan payable, related party			576,500	350,000
Proceeds from note payable		250,000
Proceeds from note payable			240,000
Repayment of M2B Note	(190,750)
Net cash from financing activities	334,179	250,000	(5,660,592)	(109,384,054)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(1,139)	(90,667)	(105,135)	(653,014)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,863	106,998	106,998	760,012
CASH AND CASH EQUIVALENTS, END OF PERIOD	724	16,331	1,863	106,998
Non-cash investing and financing activities:
Common stock issued for legal settlement		214,200	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 | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value	(13,956)
Change in fair value of PIPE Forward Contract Derivative		1,163,950
Bridge Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value of Bifurcated Derivative		(34,758)	(120,267)	86,307
Changes in operating assets and liabilities:
Accrued interest expense			429,006	125,980
Default Interest M2B			1,579,927
Cash Flows from Financing Activities:
Proceeds from loan payable, related party	50,000
Additional Bridge Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value	2,133		2,726
Changes in operating assets and liabilities:
Accrued interest expense			12,642
Promissory note - M2B | Digital Health Acquisition Corp.
Changes in operating assets and liabilities:
Accrued interest expense	2,496		22,958
Extension Notes | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value of Bifurcated Derivative	(4)		(1,630)
Changes in operating assets and liabilities:
Accrued interest expense	51,840		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 | Digital Health Acquisition Corp.
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Change in fair value	192,801		97,814
Changes in operating assets and liabilities:
Accrued interest expense	$ 59,653	$ 133,139
Non-cash investing and financing activities:
Bridge Promissory note, net of discount - settled with Exchange Note			$ 2,279,300

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 March 31, 2024, the Company had not commenced any significant operations. All activity for the period from inception, the date which operations commenced, through March 31, 2024 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 nine three three 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 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 three twelve 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 If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, along with 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 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 it is 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.	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 maximum of nine three three 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 twelve 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 twelve 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 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 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 ACCOU_19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on April 12, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Principles of Consolidation The accompanying condensed 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 condensed consolidated financial statements were issued. As of March 31, 2024, the Company had a cash balance of $724 and a working capital deficit of $8,968,207. 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 March 31, 2024. The Company intends to complete a Business Combination before the mandatory liquidation date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed 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 not have any cash equivalents as of March 31, 2024 and December 31, 2023. Investments Held in Trust Account At March 31, 2024 and December 31, 2023, 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’ equity (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 March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the common stock subject to possible redemption reflected in the condensed 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 and March 31, 2024 ​ $ 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 March 31, 2024 and December 31, 2023, 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 0.0% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and December 31, 2023. 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. For the three months ended March 31, 2024 and 2023, the Company did not 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45) ​ 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 condensed 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 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 condensed 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. ​	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 not 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 not 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”) . 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_2

INITIAL PUBLIC OFFERING	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 8). 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.	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 12 months five years

PRIVATE PLACEMENT_2

PRIVATE PLACEMENT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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 33 months (as extended as of May 1, 2024), 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.	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 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_2

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the three months ended March 31, 2024 and the year ended December 31, 2023, a related party paid $0 and $192,184 of the Company’s operating expenses, respectively. The balance due to the related party as of March 31, 2024 and December 31, 2023 was $338,218 and $338,506, respectively. The above amounts and transactions are not necessarily what third parties would agree to. During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $367 of amortized debt discount and $121 in accrued interest for a total interest expense of $488 for the three months ended March 31, 2023. The Company had $17,930 in accrued interest as of March 31, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000 . The Company recognized $0 of amortized debt discount and $0 in accrued interest for the three months ended March 31, 2024. The Company recognized $400 of amortized debt discount and $132 in accrued interest for a total interest expense of $532 for the three months ended March 31, 2023. The Company had $21,120 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024 . As of March 31, 2024 and December 31, 2023, the related party promissory note net of unamortized debt discount was $77,000 and 70,000 , respectively. The Company recognized $7,000 of amortized debt discount and $2,310 in accrued interest for a total interest expense of $9,310 for the three months ended March 31, 2024. The Company had $9,310 and $0 in accrued interest as of March 31, 2024 and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets.	Note 6 Related Party During the year ended December 31, 2022, a related party provided $127,710 of cash, which will be used for future operating expenses. During the years ended December 31, 2023 and 2022, a related party paid o$192,184 and $18,612 of the Company’s operating expenses, respectively. The balance due to the related party as of December 31, 2023 2022 During the year ended December 31, 2022, the Company received a loan of $110,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. On March 29, 2023, the Company revised the terms of the loan to a 10.00% original issue discount promissory note with a principal balance of $121,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and is amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $121,000. The Company recognized $11,000 of amortized debt discount and $17,930 in accrued interest, including $14,300 of default interest, for a total interest expense of $28,930 for the year ended December 31, 2023. The Company had $17,930 and $0 in accrued interest as of December 31, 2023 and 2022, respectively, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On March 29, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $132,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matured on June 27, 2023. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $132,000. The Company recognized $12,000 of amortized debt discount and $21,120 in accrued interest, including $17,100 of default interest, for a total interest expense of $33,120 for the year ended December 31, 2023. The Company had $21,120 in accrued interest as of December 31, 2023, which is included within accounts payable and accrued liabilities on the consolidated balance sheets. On December 26, 2023, the Company received a 10.00% original issue discount promissory note with a principal balance of $77,000 from the CEO for advanced cash and paid operating expenses on behalf of the Company. Notes payable issued with a face value higher than the proceeds received are recognized as a debt discount and amortized as interest expense over the life of the underlying note payable. The promissory note matures on March 28, 2024. Interest is accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of December 31, 2023, the related party promissory note net of unamortized debt discount was $70,000. Amortized debt discount and interest were $0 for the year ending December 31, 2023.
Digital Health Acquisition Corp.
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”. Advances from Related Party As of November 8, 2021, the Sponsor paid for $402,936 of expenses on behalf of the Company. The advance was repaid on November 12, 2021. The Company owes the Sponsor and Sponsor affiliates $592,800 and $117,871 as of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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. 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. 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. For the three months ended March 31, 2024, the Company recognized interest expense of $22,792 (including $20,296 of default interest) for the three months ended March 31, 2024. 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 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). 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 April 17, 2024, the Company, VSee, and iDoc entered into a letter agreement with the Bridge Investor (the “Bridge Letter Agreement”), which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. 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 1, 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 10 – 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 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, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 will be convertible into the 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, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing. 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. 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 Company’s common stock, from time to time over a 36-month Administrative Services Agreement The Company agreed, commencing on November 3, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial, administrative, and other services. The monthly fees will cease upon completion of an initial business combination or liquidation. For the three months ended March 31, 2024 and 2023, the Company incurred $30,000. At March 31, 2024 and December 31, 2023, $55,500 and $90,550 is included in accrued expenses in the accompanying unaudited condensed consolidated balance sheets, respectively. 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.	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 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 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 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 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 Company’s common stock, from time to time over a 36-month 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 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_2

COMMITMENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
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. On February 13, 2024, the parties to the Business Combination Agreement executed a First Amendment to the Business Combination Agreement to provide that the Assumed Notes (as defined below) would be assumed by DHAC and converted into DHAC Common Stock following the closing of the business combination instead of being converted into class B common stock of VSee and iDoc prior to the closing. On April 17, 2024, the parties to the Business Combination Agreement entered into a Second Amendment (the “Second Amendment”) to the Business Combination Agreement, pursuant to which the termination date in the Business Combination Agreement was amended from March 31, 2024 to June 30, 2024. 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 March 31, 2024, the value of the PIPE Forward Contract was $0 as the PIPE was terminated on July 11, 2023. 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 9 - Summary of Significant Accounting Policies - Fair Value Measurements 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. 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 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 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 DHAC’s common stock in the 10th 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 March 31, 2024, the Exchange Note’s fair value was $2,814,359. The Company recognized a total Exchange Note interest expense of $51,036 for the three months ended March 31, 2024 and a change in fair value of $192,801. 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 March 31, 2024, $150,000 has been funded. The transactions contemplated by the Bridge Amendment and the Additional Bridge Note are 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-se	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 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 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 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 DHAC’s common stock in the 10th 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 the fair value of the liability recognized in earnings. At November 21, 2023, $100,000 of proceeds were received under the Add

STOCKHOLDERS' DEFICIT_2

STOCKHOLDERS' DEFICIT	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
STOCKHOLDERS' DEFICIT	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion – Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting Dividend – Liquidation – Conversion –	Note 3 Equity Preferred Stock The Company has two outstanding series of redeemable preferred stock. The Company has 1,701,715 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 371,715 shares for Series A preferred, and 1,330,000 shares for Series A-1 preferred. Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting — Dividend — Liquidation — Conversion — Series A-1 Preferred Stock The Series A-1 Preferred has the following rights and privileges: Voting — Dividend — Dividends are prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company. Liquidation — Conversion —
Digital Health Acquisition Corp.
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 March 31, 2024 and December 31, 2023, there were 3,489,000 shares of common stock issued and outstanding, excluding 114,966 shares subject to redemption which were classified outside of permanent deficit on the condensed 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 33 months from the closing of this offering (as extended as of May 1, 2024), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed. If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts. ​	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 outstanding Pursuant to the amended and restated certificate of incorporation, if the Company does not consummate its initial business combination within 27 months ten The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed. If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

WARRANTS_2

WARRANTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Digital Health Acquisition Corp.
WARRANTS	NOTE 8. WARRANTS Initial Public Offering Warrants There are 12,057,000 warrants issued and outstanding as of March 31, 2024 and December 31, 2023 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 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.	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 12 months However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth The Private Placement Warrants is identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company 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.

FAIR VALUE MEASUREMENTS_2_3_4

FAIR VALUE MEASUREMENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
FAIR VALUE MEASUREMENTS		Note 10 Fair Value Measurements 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 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 ​ Measurement Bridge Note Embedded Derivative The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. 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 Embedded Derivative for the initial periods and subsequent measurement periods. The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 21, December 31, October 5, ​ ​ 2023 ​ 2022 ​ 2022 CCC bond rates — 15.09 % 14.09 % Probability of early termination/repayment – BC not completed — 5 % 10 % Probability of early termination/repayment – BC completed or PIPE completed — 95 % 90 % Probability of completing a business combination by March 31, 2023 — 50 % 50 % Probability of completing a business combination by June 30, 2023 — 50 % 50 % Implied volatility 0.1 % 6 % 12 % Risk free rate 5.38 % 4.76 % 4.01 % ​ The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2023 and 2022.
Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: As of March 31, 2024, assets held in the Trust Account were comprised of $1,386,490 in money market funds primarily invested in U.S. Treasury securities. As of 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 withdrew an amount of $71,436 from the Trust Account to pay tax obligations and $6,796,063 in connection with redemptions. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate 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 as of March 31, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value March 31, 2024 Money Market Funds 1 ​ $ 1,386,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value December 31, 2023 Money Market Funds 1 ​ $ 1,368,637 ​ The following tables present fair value information as of March 31, 2024 and December 31, 2023 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,868 ​ $ — ​ $ — ​ $ 22,868 ELOC ​ $ 189,764 ​ $ — ​ $ — ​ $ 189,764 Additional Bridge Note ​ $ 156,564 ​ $ — ​ $ — ​ $ 156,564 Exchange Note ​ $ 2,814,359 ​ $ — ​ $ — ​ $ 2,814,359 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ Measurement 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024, and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 CCC bond rates 13.07 % 12.96 % Expected term (years) ​ 0.25 ​ 0.25 ​ Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively ​ 80 % 80 % ​ 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024, and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.40 % Expected term (years) ​ 0.25 ​ 0.25 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.83 % ​ 39.7 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 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. As of March 31, 2024 and 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 March 31, 2024 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 March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.21 % Expected term (years) ​ ​ 0.71 ​ ​ 0.71 ​ Volatility ​ ​ 110.1 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.50 % ​ 47.54 % Probability of completing a business combination by March 31, 2024 ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 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. As of March 31, 2024 and December 31, 2023, the fair value was remeasured. As such, the Company used 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 March 31, 2024 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 March 31, 2024 and at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 4.45 % ​ 3.99 % Expected term (years) ​ ​ 3.00 ​ ​ 3.25 ​ Volatility ​ ​ 105.0 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — % ​ Level 3 Changes in Fair Value ​ The change in the fair value of the Level 3 financial liabilities for the period from December 31, 2023 through March 31, 2024 is summarized as follows: ​ Level 3 Changes in Fair Value of Derivatives for the three months ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note Exchange Additional ​ ​ ​ Bifurcated Derivative Note Bridge Note ELOC Fair value as of December 31, 2023 ​ $ 22,872 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 Initial value of Additional Bridge on January 25, 2024 ​ — ​ — ​ 51,705 ​ — Change in valuation inputs or other assumptions ​ (4) ​ 192,801 ​ 2,133 ​ (13,956) Fair value as of March 31, 2024 ​ $ 22,868 ​ $ 2,814,359 ​ $ 156,564 ​ $ 189,764 ​ Level 3 Changes in Fair Value of Derivatives for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ PIPE Bridge Note ​ ​ Forward ​ Bifurcated ​ ​ Contract ​ Derivative Fair value at December 31, 2022 ​ $ 170,666 ​ $ 364,711 Change in fair value ​ 1,163,950 ​ ​ (34,758) Fair value at March 31, 2023 (unaudited) ​ $ 1,334,616 ​ $ 329,953 ​ 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 three months ended March 31, 2024 and 2023. ​	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_2_3_4_5_6

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
SUBSEQUENT EVENTS	Note 10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, DHAC and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024. On June 7, 2024, the DHAC board agreed to the Third Amended and Restated Business Combination agreement to close the business combination transaction on or before June 30, 2024.	Note 11 Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health 300,000 shares of the common stock at $2 per share in exchange for the contingent liability of $600,000.
Digital Health Acquisition Corp.
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On April 17, 2024, the Company, VSee and iDoc entered into a letter agreement with the Bridge Investor which amended the date with respect to the termination or closing of the business combination referenced in the Additional Bridge Notes from March 31, 2024 to June 30, 2024. On April 17, 2024, the parties to the Third Amended and Restated Business Combination Agreement executed a Second Amendment to the Third Amended and Restated Business Combination Agreement to extend the termination date therein to June 30, 2024. On April 17, 2024, the parties to the Extension Financing documents executed a letter agreement, which extended the maturity date of the Extension Note to June 30, 2024 On May 1, 2024, the term of DHAC was extended from May 8, 2024 to August 8, 2024.	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 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 ACCOU_20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Net Loss per Common Stock	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share,	Net Income (Loss) Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Fair Value Measurement	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.	Fair Value Measurements ASC Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed consolidated financial statements.	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
Digital Health Acquisition Corp.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on April 12, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.	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 condensed 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.	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 condensed consolidated financial statements were issued. As of March 31, 2024, the Company had a cash balance of $724 and a working capital deficit of $8,968,207. 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 March 31, 2024. The Company intends to complete a Business Combination before the mandatory liquidation date.	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.	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.	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 condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed 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.	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 not have any cash equivalents as of March 31, 2024 and December 31, 2023.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities.	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’ equity (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 March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, the common stock subject to possible redemption reflected in the condensed 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 and March 31, 2024 ​ $ 1,281,957	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 March 31, 2024 and December 31, 2023, 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 0.0% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and December 31, 2023. 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.	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. For the three months ended March 31, 2024 and 2023, the Company did not 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45)	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 not 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.	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.	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 condensed 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.	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.	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 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 condensed consolidated financial statements.	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”) . 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.	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 ACCOU_21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - Digital Health Acquisition Corp.	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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 and March 31, 2024 ​ $ 1,281,957	​ ​ ​ ​ ​ 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 three months ended March 31, ​ 2024 2023 ​ ​ Common Stock ​ Common Stock Basic and diluted net loss per of common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ (967,817) ​ $ (1,894,642) Denominator: ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 3,603,966 ​ ​ 4,168,567 Basic and diluted net loss per common share ​ $ (0.27) ​ $ (0.45)	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)

FAIR VALUE MEASUREMENTS (Tabl_4

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Schedule of fair value information on recurring basis		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ — ​ $ — ​ $ — ​ $ — Total ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Bridge Note – Embedded Derivative ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534 Total ​ $ 273,534 ​ $ — ​ $ — ​ $ 273,534
Schedule of change in the fair value of the Level 3 financial liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Bridge Note Embedded Derivative, Beginning Fair Value ​ $ 273,534 ​ $ — Fair value at October 5, 2022 (Initial measurement) ​ — ​ 208,803 Change in fair value ​ (92,449) ​ 64,731 Derivative adjustment from the Exchange Agreement (Note 9) ​ (181,085) ​ — Bridge Note Embedded Derivative, Ending Fair Value ​ $ — ​ $ 273,534
Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Schedule of gross holding loss and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value March 31, 2024 Money Market Funds 1 ​ $ 1,386,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Trading Securities ​ Level ​ Value December 31, 2023 Money Market Funds 1 ​ $ 1,368,637	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 22,868 ​ $ — ​ $ — ​ $ 22,868 ELOC ​ $ 189,764 ​ $ — ​ $ — ​ $ 189,764 Additional Bridge Note ​ $ 156,564 ​ $ — ​ $ — ​ $ 156,564 Exchange Note ​ $ 2,814,359 ​ $ — ​ $ — ​ $ 2,814,359 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 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	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 CCC bond rates 13.07 % 12.96 % Expected term (years) ​ 0.25 ​ 0.25 ​ Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively ​ 80 % 80 %	​ ​ ​ ​ ​ ​ ​ ​ ​ 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 change in the fair value of the Level 3 financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note Exchange Additional ​ ​ ​ Bifurcated Derivative Note Bridge Note ELOC Fair value as of December 31, 2023 ​ $ 22,872 ​ $ 2,621,558 ​ $ 102,726 ​ $ 203,720 Initial value of Additional Bridge on January 25, 2024 ​ — ​ — ​ 51,705 ​ — Change in valuation inputs or other assumptions ​ (4) ​ 192,801 ​ 2,133 ​ (13,956) Fair value as of March 31, 2024 ​ $ 22,868 ​ $ 2,814,359 ​ $ 156,564 ​ $ 189,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ PIPE Bridge Note ​ ​ Forward ​ Bifurcated ​ ​ Contract ​ Derivative Fair value at December 31, 2022 ​ $ 170,666 ​ $ 364,711 Change in fair value ​ 1,163,950 ​ ​ (34,758) Fair value at March 31, 2023 (unaudited) ​ $ 1,334,616 ​ $ 329,953	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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 Notes | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.40 % Expected term (years) ​ 0.25 ​ 0.25 ​ Volatility ​ ​ 95 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 39.83 % ​ 39.7 % Probability of early termination/repayment - business combination not completed ​ ​ 20 % ​ 20 % Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 5.46 % ​ 5.21 % Expected term (years) ​ ​ 0.71 ​ ​ 0.71 ​ Volatility ​ ​ 110.1 % ​ 95 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Debt discount rate ​ ​ 47.50 % ​ 47.54 % Probability of completing a business combination by March 31, 2024 ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Risk-free interest rate ​ 4.45 % ​ 3.99 % Expected term (years) ​ ​ 3.00 ​ ​ 3.25 ​ Volatility ​ ​ 105.0 % ​ 96.4 % Stock price ​ $ 2.00 ​ $ 2.00 ​ Probability of completing a business combination by March 31, 2024 ​ ​ — % ​ 80 % Probability of completing a business combination by June 30, 2024 ​ 80 % ​ — %	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 | Digital Health Acquisition Corp.
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_4

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - Digital Health Acquisition Corp.

1 Months Ended

3 Months Ended

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

Jun. 10, 2022

Nov. 12, 2021 USD ($)

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

Mar. 31, 2023 USD ($)

Mar. 31, 2024 USD ($) item $ / shares shares

Mar. 31, 2023 USD ($)

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

Dec. 31, 2022 USD ($) shares

Sep. 08, 2023 USD ($)

Nov. 03, 2022 USD ($)

Oct. 24, 2022 USD ($)

Mar. 11, 2022 USD ($)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Condition for future Business Combination number of businesses minimum | item

1

1

Issuance of shares, net of offering cost

$ 214,200

$ 214,200

Transaction costs

$ 6,877,164

6,877,164

Underwriting fees

1,955,000

1,955,000

Deferred underwriting fee payable

4,370,000

4,370,000

$ 4,370,000

Other offering costs

552,164

552,164

Cash held outside trust account

$ 9,478

$ 9,478

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

100%

Months to complete acquisition

33 months

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

80

Condition for future business combination threshold percentage ownership

50

50

Redemption of shares calculated based on business days prior to consummation of Business Combination (in days)

2 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

30 days

Redemption period upon closure

10 days

10 days

Maximum allowed dissolution expenses

$ 100,000

$ 100,000

Condition for future Business Combination threshold net tangible assets

$ 5,000,001

Cash proceeds from the transactions

$ 10,000,000

$ 10,000,000

Aggregate shares redeemed | shares

10,805,877

6,796,063

10,805,877

Number of consecutive trading days prior to the date of the letter

30 days

Minimum market value of listed securities

$ 15,000,000

$ 50,000,000

$ 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%

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

114,966

694,123

Common Stock

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Issuance of shares, net of offering cost

$ 2

$ 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

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

Issuance of shares, net of offering cost

$ 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%

100%

Months to complete acquisition

33 months

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

$ 10.15

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

100%

100%

Sponsor | Promissory Note with Related Party

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate principal amount

$ 350,000

SUMMARY OF SIGNIFICANT ACCOU_22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)				3 Months Ended		12 Months Ended		15 Months Ended
	Nov. 06, 2023	Oct. 20, 2023	Oct. 20, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 689,280		$ 118,734	$ 230,664	$ 689,280
Effective tax rate				0%	8.84%
Statutory federal income tax rate				21%	21%	21%	21%
Unrecognized tax benefits				$ 0		$ 0	$ 0	0
Anti-dilutive securities attributable to warrants (in shares)				3,894,996
Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 724		1,863	106,998	724
Working capital				8,968,207		7,982,537
Cash equivalents				$ 724		$ 0	$ 0	$ 724
Effective tax rate				0%	0%	0%	(6.10%)
Statutory federal income tax rate						21%	21%	21%
Unrecognized tax benefits				$ 0		$ 0	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties						$ 0	$ 0
Warrants outstanding				12,057,000		12,057,000	12,057,000	12,057,000
Anti-dilutive securities attributable to warrants (in shares)				0	0	0	0
Percentage of common stock shares to be redeemed or repurchased upon failure to consummate business combination				100%		100%
Number of shares redeemed		10,805,877				6,796,063	10,805,877
Excise tax				$ 72,396		$ 72,396		$ 72,396
Private Placement Warrants | Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrants outstanding				12,256,999		12,256,999		12,256,999
Common stock subject to possible redemption | Common Stock | Digital Health Acquisition Corp.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares redeemed	579,157		10,805,877	579,157		579,157
Value of shares redeemed				$ 6,462,504		$ 6,462,504

SUMMARY OF SIGNIFICANT ACCOU_23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Reflected in the Condensed Consolidated Balance Sheet (Details) - Digital Health Acquisition Corp. - USD ($)	12 Months Ended			15 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2024
Plus:
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349		$ 1,281,957
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	682,671
Redemptions	(6,796,063)	(110,472,254)		(6,796,063)
Common stock subject to possible redemption	$ 1,281,957	$ 7,395,349	$ 116,725,000	$ 1,281,957

SUMMARY OF SIGNIFICANT ACCOU_24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per common stock (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (2,811)	$ (451,252)	$ (3,448,090)	$ (836,205)
Denominator:
Weighted average number of shares outstanding, basic income	9,998,446	9,998,446	9,998,446	9,998,446
Weighted average number of shares outstanding, diluted income	9,998,446	9,998,446	9,998,446	9,998,446
Basic loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Diluted loss per share	$ 0	$ (0.05)	$ (0.05)	$ (0.08)
Digital Health Acquisition Corp.
Numerator:
Net loss	$ (967,817)	$ (1,894,642)	$ (4,413,866)	$ (3,242,501)
Denominator:
Weighted average number of shares outstanding, basic income	3,603,966	4,168,567	4,168,567	12,741,219
Weighted average number of shares outstanding, diluted income	3,603,966	4,168,567	4,168,567	12,741,219
Basic loss per share	$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)
Diluted loss per share	$ (0.27)	$ (0.45)	$ (0.45)	$ (0.25)

INITIAL PUBLIC OFFERING (Deta_2

INITIAL PUBLIC OFFERING (Details) - Digital Health Acquisition Corp. - $ / shares		3 Months Ended	12 Months Ended
	Nov. 08, 2021	Mar. 31, 2024	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Number of shares for each warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Months to complete acquisition		33 months	27 months
Public warrants expiration term		5 years	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		12 months
Public warrants expiration term	5 years
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,500,000

PRIVATE PLACEMENT (Details)_2

PRIVATE PLACEMENT (Details) - Digital Health Acquisition Corp. - USD ($)			3 Months Ended	12 Months Ended
	Nov. 12, 2021	Nov. 08, 2021	Mar. 31, 2024	Dec. 31, 2023
PRIVATE PLACEMENT
Underwriting fees			$ 1,955,000	$ 1,955,000
Months to complete acquisition			33 months	27 months
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)			100%
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			33 months	27 months
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)			100%	100%

RELATED PARTY TRANSACTIONS - _2

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		3 Months Ended	12 Months Ended
	Jun. 07, 2021	Mar. 31, 2023	Dec. 31, 2023	Mar. 31, 2024	Dec. 31, 2022	Oct. 31, 2021
RELATED PARTY TRANSACTIONS
Common stock, shares outstanding			9,998,446	9,998,446	9,998,446
Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost		$ 214,200	$ 214,200
Founder shares | Sponsor | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost (in shares)	4,312,500
Issuance of shares, net of offering cost	$ 25,000
Shares subject to forfeiture						1,437,500
Common stock, shares outstanding						2,875,000

RELATED PARTY TRANSACTIONS (D_2

RELATED PARTY TRANSACTIONS (Details) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Feb. 13, 2024

Jan. 31, 2024

Jan. 25, 2024

Nov. 21, 2023

Nov. 01, 2023

Oct. 05, 2023

Oct. 04, 2023

Oct. 06, 2022

Nov. 12, 2021

Nov. 08, 2021

Nov. 03, 2021

Jan. 31, 2024

Mar. 31, 2023

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

May 21, 2025

Jan. 22, 2024

Aug. 17, 2023

May 05, 2023

Feb. 02, 2023

Oct. 24, 2022

Jun. 07, 2021

RELATED PARTY TRANSACTIONS

Advances from related parties

$ 338,218

$ 338,506

$ 146,322

Other Liability, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Principal amount bridge note exchanged with common stock

$ 600,000

Amortizable debt discount

66,667

Common stock, par value (in dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Note payable, net of discount

$ 220,000

$ 220,000

$ 407,131

Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

$ 592,800

$ 117,871

$ 43,900

Other Liability, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Proceeds held in trust account used to repay working capital loans

$ 0

$ 0

Repayment of promissory note - related party

$ 21,066

Default interest

$ 20,296

Number of shares per warrant

1

1

Warrants, exercise price

$ 11.50

$ 11.50

Maximum value of shares agreed to be purchased

50,000,000

Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Debt instrument to be converted after closing business combination

$ 600,000

Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Debt instrument to be converted after closing business combination

600,000

Promissory note - M2B | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 165,000

Interest expenses- Bridge Note

$ 2,496

$ 22,958

Default interest

20,296

Note payable, net of discount

167,958

Bridge Notes

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

$ 16,484

50,731

Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

51,036

$ 133,138

429,007

$ 125,980

Default interest

1,579,927

$ 1,579,927

1,579,927

Number of warrants issued

173,913

Issuance of shares, net of offering cost (in shares)

30,000

Additional Bridge Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Interest expenses- Bridge Note

12,642

Note payable, net of discount

102,726

Exchange Note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Note payable, net of discount

2,814,359

2,621,558

Sponsor Affiliates | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

592,800

117,871

Sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Sponsor paid of expenses

$ 402,936

Advances from related parties

117,871

Affiliate of the sponsor | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Annual fixed rate (as a percent)

10%

Affiliate of the sponsor | Promissory note - M2B | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Purchase price

$ 150,000

Legal fee

5,000

Amortizable debt discount

15,000

Offering costs

$ 5,000

Repayment of promissory note - related party

$ 190,750

Interest expenses- Bridge Note

22,792

22,958

Note payable, net of discount

167,958

Affiliate of the sponsor | Promissory note - M2B | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Repayment of promissory note - related party

$ 190,750

Promissory Note with Related Party | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 315,000

Promissory Note with Related Party | Sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 350,000

Maximum borrowing capacity of related party promissory note

$ 625,000

Repayment of promissory note - related party

$ 602,720

Promissory Note with Related Party | Sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

350,000

Promissory Note with Related Party | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

765,000

Promissory Note with Related Party | Affiliate of the sponsor | Unsecured promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 250,000

Promissory Note with Related Party | Affiliate of the sponsor | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

565,000

$ 200,000

Annual fixed rate (as a percent)

10%

Promissory Note with Related Party | SCS Capital Partners LLC | Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 315,000

Unsecured promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

190,750

190,750

$ 165,000

Aggregate purchase price

$ 55,556

Unsecured promissory note | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 190,750

$ 190,750

$ 165,000

Aggregate purchase price

$ 55,556

Administrative Services Agreement | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Expenses per month

$ 10,000

Due to related parties included in accrued expenses

55,500

90,550

$ 10,550

Administrative Services Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Administrative fees expense

30,000

$ 30,000

120,000

120,000

Working capital loans | Working capital loans | Related party | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Advances from related parties

0

0

$ 0

Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Amortizable debt discount

$ 443,665

Issuance of shares, net of offering cost (in shares)

30,000

Bridge Securities Purchase Agreement | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Annual fixed rate (as a percent)

10%

Interest expenses- Bridge Note

429,007

Bridge Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,222,222

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Number of warrants issued

173,913

Number of shares per warrant

1

Warrants, exercise price

$ 11.50

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Original issue discount (in percent)

10%

Bridge Securities Purchase Agreement | Bridge Warrants | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Number of warrants issued

173,913

Number of shares per warrant

1

Warrants, exercise price

$ 11.50

Issuance of shares, net of offering cost (in shares)

30,000

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 166,667

Annual fixed rate (as a percent)

8%

Interest expenses- Bridge Note

3,062

12,642

Original issue discount (in percent)

10%

Conversion price

$ 10

Aggregate subscription amount

$ 150,000

Notes purchased on the date of signing

111,111

Notes purchased on the later date

$ 55,556

Common stock, par value (in dollars per share)

$ 0.0001

Bridge Letter Agreement | Bridge Investor | Additional Bridge Promissory note | Digital Health Acquisition Corp. | Subsequent Event

RELATED PARTY TRANSACTIONS

Notes purchased on the date of signing

$ 111,111

Exchange Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Nonexchangeable principal amount of note

$ 600,000

Exchange Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Nonexchangeable principal amount of note

600,000

Exchange Agreement | Bridge Investor | Exchange Note | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 2,523,744

$ 2,523,744

$ 2,523,744

Annual fixed rate (as a percent)

8%

8%

8%

Interest expenses- Bridge Note

$ 51,036

$ 22,433

Conversion price

$ 10

$ 10

$ 10

Conversion Securities Purchase Agreement | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Aggregate principal amount

585,000

$ 585,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock | iDoc | Whacky

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

300,000

$ 300,000

Conversion Securities Purchase Agreement | Affiliate of the sponsor | Digital Health Acquisition Corp. | Series A Preferred Stock | VSee | Whacky

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

220,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | iDoc | Subsequent Event

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

600,000

Conversion Securities Purchase Agreement | Bridge Investor | Bridge Notes | Digital Health Acquisition Corp. | VSee | Subsequent Event

RELATED PARTY TRANSACTIONS

Principal amount bridge note exchanged with common stock

$ 600,000

Quantum Purchase Agreement | Quantum Investor | Digital Health Acquisition Corp.

RELATED PARTY TRANSACTIONS

Aggregate principal amount

$ 3,000,000

Original issue discount (in percent)

7%

COMMITMENTS (Details)_2

COMMITMENTS (Details)					1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) shares	Jan. 18, 2023 USD ($) shares	Oct. 06, 2022 USD ($) $ / shares shares	Jun. 10, 2022	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) $ / shares D shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares D shares	Dec. 31, 2022 USD ($) shares	Nov. 21, 2023 USD ($)	Nov. 03, 2022 USD ($)	Nov. 03, 2021 item
COMMITMENTS AND CONTINGENCIES
Amount net of unamortized debt discount								$ 220,000	$ 407,131
Amortized debt discount						$ 7,000	$ 25,386	93,733	15,934
Principal due						$ 220,000		$ 220,000	666,667
Amortizable debt discount										$ 66,667
Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Maximum Number Of Demands For Registration Of Securities | item												2
Deferred underwriting commission, as a percent						3.8		3.8
Exercise price of warrants | $ / shares						$ 11.50		$ 11.50
Number of shares for each warrant | shares						1		1
Amount of proceeds received								$ 100,000	800,000
Amount of direct cost attributable to the financing									61,800
Warrants, exercise period						5 years		5 years
PIPE Forward Contract									170,666
Aggregate additional financing amount						$ 189,764		$ 203,720
Bridge Warrants | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Warrants outstanding			$ 8,552
Net of offering cost			$ 613
Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | 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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares			$ 11.50
Number of warrants in a unit | shares			173,913
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
Amount net of unamortized debt discount						0		0	407,131
Amortized debt discount					$ 16,484	0		50,734	$ 15,934
Interest expenses- Bridge Note					$ 16,484			50,731
Bridge Notes | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares									30,000
Interest expenses- Bridge Note						51,036	$ 133,138	429,007	$ 125,980
PIPE Forward Contract									$ 170,666
Bridge Notes | Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract			$ 278,404
Annual fixed rate (as a percent)			10%
Interest expenses- Bridge Note								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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Original issue discount (in percent)			10%
Bridge Loan | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate additional financing amount						13,956
VSee and iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration			100%	100%
Aggregate closing PIPE proceeds											$ 10,000,000
Equity value of acquiree						$ 110,000,000		$ 110,000,000
Business Combination Agreement | VSee Health Incentive Plan | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of shares reserved for issuance						15%		15%
Business Combination Agreement | VSee and iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of stock options | $ / shares						10
Closing consideration, multiplication factor for calculation of amount of stock option exercisable | $ / shares						$ 10
Business Combination Agreement | iDoc | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration						100%		100%
Numerator for calculation of closing consideration						$ 49,500,000		$ 49,500,000
Business Combination Agreement | VSee | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of stock options | $ / shares								10
Numerator for calculation of closing consideration						60,500,000		$ 60,500,000
Closing consideration, multiplication factor for calculation of amount of stock option exercisable | $ / shares								$ 10
PIPE Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Fair value of PIPE Forward Contract						$ 0		$ 0
PIPE Securities Purchase Agreement | PIPE Investors | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Exercise price of warrants | $ / shares						$ 12.50		$ 12.50
Conversion price of convertible notes | $ / shares						$ 10		$ 10
Minimum aggregate purchase price of additional offering						$ 10,000,000		$ 10,000,000
Minimum gross proceeds of Notes to be paid in cash for consummation of subsequent placements						$ 5,000,000		$ 5,000,000
Percentage of additional offering securities in additional offerings						100%		100%
Percentage of offered securities in subsequent placements						25%		25%
Lock-up period (in months)						8 months		8 months
Stock price trigger | $ / shares						$ 12.50		$ 12.50
Agreement number of consecutive trading days | D						20		20
Warrants, exercise period						5 years		5 years
PIPE Registration Rights Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Minimum percentage of shares issuable upon conversion of PIPE shares and warrants								15,000%
Backstop Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price	$ 15,000,000
Backstop Agreement | Maximum | Digital Health Acquisition Corp.
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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Percentage of common stock issued as consideration						100%		100%
Series A Preferred Stock | PIPE Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price						$ 8,000,000		$ 8,000,000
Maximum number of shares issuable | shares						15,000
Warrants to purchase shares of common stock | shares						424,000		424,000
Series A Preferred Stock | PIPE Securities Purchase Agreement | PIPE Investors | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares						8,000		8,000
Series A Preferred Stock | Backstop Agreement | Digital Health Acquisition Corp.
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 | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Number of Shares to be Issued | shares	2,000	2,000
Series B Preferred Stock | Securities Purchase Agreement | Digital Health Acquisition Corp.
COMMITMENTS AND CONTINGENCIES
Issuance of shares, net of offering cost (in shares) | shares						4,370		4,370
Deferred underwriting fee considered for purchase price of shares						$ 4,370,000		$ 4,370,000

COMMITMENTS - Bridge Securiti_2

COMMITMENTS - Bridge Securities Purchase Agreement (Details)		1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 06, 2022 USD ($) instrument $ / shares shares	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Nov. 21, 2023 USD ($)
RELATED PARTY TRANSACTIONS
Principal due			$ 220,000		$ 220,000	$ 666,667
Amortizable debt discount							$ 66,667
Amount net of unamortized debt discount					220,000	407,131
Amortized debt discount			$ 7,000	$ 25,386	$ 93,733	15,934
Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of shares per warrant | shares			1		1
Warrants, exercise price | $ / shares			$ 11.50		$ 11.50
Amount of proceeds received					$ 100,000	800,000
Amount of direct cost attributable to the financing						61,800
Bridge Warrants | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Warrants outstanding	$ 8,552
Net of offering cost	$ 613
Bridge Notes
RELATED PARTY TRANSACTIONS
Amount net of unamortized debt discount			$ 0		0	407,131
Amortized debt discount		$ 16,484	0		50,734	$ 15,934
Interest expenses- Bridge Note		$ 16,484			50,731
Bridge Notes | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares						173,913
Issuance of shares, net of offering cost (in shares) | shares						30,000
Interest expenses- Bridge Note			$ 51,036	$ 133,138	429,007	$ 125,980
Bridge Securities Purchase Agreement | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Issuance of shares, net of offering cost (in shares) | 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Number of warrants issued | shares	173,913
Number of shares per warrant | shares	1
Warrants, exercise 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Aggregate principal amount	2,222,222
Amount allocated	$ 888,889
Annual fixed rate (as a 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 guaranteed interest 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 | Digital Health Acquisition Corp.
RELATED PARTY TRANSACTIONS
Original issue discount (in percent)	10%

COMMITMENTS - Defaulted Bridg_2

COMMITMENTS - Defaulted Bridge Notes (Details) - USD ($)			3 Months Ended	12 Months Ended
	Nov. 21, 2023	Oct. 04, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Note Payable
Principal due			$ 220,000	$ 220,000	$ 666,667
Digital Health Acquisition Corp.
Note Payable
Interest expense on debt default			$ 20,296
Bridge Notes | Digital Health Acquisition Corp.
Note Payable
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		$ 1,579,927
Exchange Note | Digital Health Acquisition Corp.
Note Payable
Aggregate current value	3,723,744
DHAC Note | Digital Health Acquisition Corp.
Note Payable
Principal due	888,889
Originally issued discount	88,889
VSee Note | Digital Health Acquisition Corp.
Note Payable
Principal due	666,667
Originally issued discount	66,667
iDoc Note | Digital Health Acquisition Corp.
Note Payable
Principal due	666,667
Originally issued discount	$ 66,667

COMMITMENTS - Exchange Note E_2

COMMITMENTS - Exchange Note Exchange Financing (Details) - Digital Health Acquisition Corp.		3 Months Ended	12 Months Ended
	Nov. 21, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) D $ / shares	Dec. 31, 2023 USD ($) D $ / shares
Note Payable
Share price trigger to determine reset of conversion price | $ / shares	$ 3
Exchange Note
Note Payable
Number of trading days to determine amortization payment | D		10	10
Aggregate current value	$ 3,723,744
Change in fair value		$ (192,801)	$ (97,814)
Exchange Note | Bridge Investor | Exchange Agreement
Note Payable
Aggregate principal amount	$ 2,523,744	$ 2,523,744	$ 2,523,744
Annual fixed rate (as a percent)	8%	8%	8%
Conversion price of convertible notes | $ / shares	$ 10	$ 10	$ 10
Share price trigger to determine reset of conversion price | $ / shares		$ 10	$ 10
Threshold percentage of stock price trigger to determine reset of conversion price		95%	95%
Maximum reset of conversion price (in dollars per share) | $ / shares		$ 2	$ 2
Threshold percentage of stock price trigger to determine amortization conversion price		95%	95%
Number of trading days to determine amortization payment | D		10	10
Minimum conversion price to make amortization payment | $ / shares		$ 2	$ 2
Aggregate current value	$ 2,523,744	$ 2,814,359	$ 2,621,558
Interest expenses- Bridge Note		51,036	22,433
Change in fair value		192,801	97,814
VSee Note | Bridge Investor | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note		600,000	600,000
iDoc Note | Bridge Investor | Exchange Agreement
Note Payable
Nonexchangeable principal amount of note		$ 600,000	$ 600,000

COMMITMENTS - Additional Brid_2

COMMITMENTS - Additional Bridge Financing (Details)			3 Months Ended		12 Months Ended
	Jan. 25, 2024 USD ($)	Nov. 21, 2023 USD ($) D $ / shares	Mar. 31, 2024 USD ($) D $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) D $ / shares	Dec. 31, 2022 USD ($) $ / shares
Note Payable
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Principal due			$ 220,000		$ 220,000	$ 666,667
Proceeds from note payable				$ 200,000	200,000	$ 600,000
Digital Health Acquisition Corp.
Note Payable
Share price trigger to determine reset of conversion price | $ / shares		$ 3
Proceeds from note payable				$ 250,000
Additional Bridge Promissory note | Digital Health Acquisition Corp.
Note Payable
Interest expenses- Bridge Note					12,642
Change in fair value			(2,133)		(2,726)
Additional Bridge Promissory note | Bridge Investor | Bridge Letter Agreement | Digital Health Acquisition Corp.
Note Payable
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
Annual fixed rate (as a percent)		8%
Common stock, par value (in dollars 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			$ 150,000		$ 100,000
Threshold percentage of stock price trigger to determine amortization conversion price			95%		95%
Number of trading days to determine amortization payment | D			10		10
Minimum conversion price to make amortization payment | $ / shares			$ 2		$ 2
Proceeds from note payable	$ 50,000	$ 100,000
Original issued discount expensed	5,556	11,111
Aggregate current value	$ 51,705	$ 100,000	$ 156,564		$ 102,726
Interest expenses- Bridge Note			3,062		12,642
Change in fair value			$ 2,133		$ 2,726

COMMITMENTS - Extension Note _2

COMMITMENTS - Extension Note (Extension Financing) and Bifurcated Derivative (Details) - USD ($)		3 Months Ended		12 Months Ended
	May 05, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 21, 2023
Note Payable
Embedded derivative					$ 273,534
Proceeds from notes payable			$ 200,000	$ 200,000	600,000
Amortizable debt discount						$ 66,667
Amount net of unamortized debt discount				220,000	407,131
Amortized debt discount		$ 7,000	25,386	$ 93,733	$ 15,934
Digital Health Acquisition Corp.
Note Payable
Warrants, exercise period		5 years		5 years
Warrants, exercise price		$ 11.50		$ 11.50
Proceeds from notes payable			$ 250,000
Extension Notes | Digital Health Acquisition Corp.
Note Payable
Original issue discount (in percent)	16.67%
Aggregate principal amount	$ 300,000
Annual fixed rate (as a percent)	10%
Embedded derivative	$ 24,502
Amount allocated to the principal balance of the note	275,498
Proceeds from notes payable	240,000
Direct cost attributable to the financing	10,000
Fair value of shares	78,349
Amortizable debt discount	175,472
Financing cost	6,993
Originally issued discount	$ 50,000
Amount net of unamortized debt discount		$ 285,614		$ 233,774
Amortized debt discount		44,340		114,151
Accrued interest		7,500		7,500
Interest expenses- Bridge Note		$ 51,840		$ 133,748
Extension Notes | Extension Shares | Digital Health Acquisition Corp.
Note Payable
Shares issued as part of commitment	7,000
Offering cost allocated to shares	$ 1,989
Cost for issuance date fair value of the shares	$ 78,349
Extension Notes | Extension Warrants | Digital Health Acquisition Corp.
Note Payable
Warrants, exercise period	5 years
Warrants to purchase shares of common stock	26,086
Warrants, exercise price	$ 11.50
Fair value of warrants	$ 39,111
Offering cost allocated to warrants	1,019
Extension Notes | Investor Note Warrants | Digital Health Acquisition Corp.
Note Payable
Cost for issuance date fair value of the warrants	$ 40,130

COMMITMENTS - Quantum Financi_2

COMMITMENTS - Quantum Financing Securities Purchase Agreement (Details) - Digital Health Acquisition Corp.	Nov. 21, 2023 USD ($) D $ / shares
Note Payable
Share price trigger to determine reset of conversion price	$ 3
Quantum Investor | Quantum Purchase Agreement
Note Payable
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Quantum Note | Quantum Investor | Quantum Purchase Agreement
Note Payable
Original issue discount (in percent)	7%
Aggregate principal amount | $	$ 3,000,000
Annual fixed rate (as a percent)	12%
Conversion price of convertible notes	$ 10
Percentage of stock price trigger	85%
Threshold trading days | D	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 Financin_2

COMMITMENTS - Equity Financing (Details) - Digital Health Acquisition Corp.	Nov. 21, 2023 USD ($) D $ / shares
RELATED PARTY TRANSACTIONS
Maximum consecutive days for suspension for use of resale registration statement | D	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 - Commo_2

STOCKHOLDERS' DEFICIT - Common Shares (Details)				1 Months Ended	3 Months Ended		12 Months Ended
	May 05, 2023 shares	Oct. 06, 2022 shares	Jun. 07, 2021 USD ($) shares	Feb. 28, 2023 shares	Mar. 31, 2024 Vote $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 08, 2021 shares	Oct. 31, 2021 shares
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					18,000,000		18,000,000	18,000,000
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding					9,998,446		9,998,446	9,998,446
Common stock, shares issued					9,998,446		9,998,446	9,998,446
Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost | $						$ 214,200	$ 214,200
Common stock, votes per share | Vote					1		1
Months to complete acquisition					33 months		27 months
Redemption period upon closure					10 days		10 days
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)					100%
Common Stock
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)				20,000
Common Stock | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)	7,000	30,000		20,000		20,000	20,000
Issuance of shares, net of offering cost | $						$ 2	$ 2
Private Placement | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, shares issued									557,000	557,000
Sponsor | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)					100%		100%
Founder shares | Sponsor | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Issuance of shares, net of offering cost (in shares)			4,312,500
Issuance of shares, net of offering cost | $			$ 25,000
Shares subject to forfeiture										1,437,500
Common stock, shares outstanding										2,875,000
Common stock subject to possible redemption | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock subject to possible redemption, issued (in shares)					114,966		114,966	694,123
Common Stock Not Subject to Possible Redemption | Digital Health Acquisition Corp.
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					50,000,000		50,000,000	50,000,000
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding					3,489,000		3,489,000	3,462,000
Common stock, shares issued					3,489,000		3,489,000	3,462,000

WARRANTS (Details)_2

WARRANTS (Details) - Digital Health Acquisition Corp.		3 Months Ended	12 Months Ended
	Oct. 06, 2022 $ / shares shares	Mar. 31, 2024 D Vote $ / shares shares	Dec. 31, 2023 D Vote $ / shares shares	Dec. 31, 2022 shares
WARRANTS
Warrants outstanding | shares		12,057,000	12,057,000	12,057,000
Number of shares for each warrant | shares		1	1
Warrants, exercise price		$ 11.50	$ 11.50
Warrant exercise period condition one		30 days	30 days
Warrant exercise period condition two		12 months	12 months
Warrants exercisable for cash | shares		0	0
Number of trading days to calculate fair market value of warrants | D		5	5
Public warrants expiration term		5 years	5 years
Warrant redemption condition minimum share price		$ 18	$ 18
Share price trigger used to measure dilution of warrant		$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60	60
Warrant exercise price adjustment multiple		115	115
Warrant redemption price adjustment multiple		180		180
Common stock, votes per share | Vote		1	1
Warrant exercise restriction threshold		9.8	9.8
Fractional shares issued | shares		0	0
Private Placement Warrants
WARRANTS
Warrants outstanding | shares		12,256,999	12,256,999
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Warrant redemption condition minimum share price		$ 18
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants | D		30
Bridge Warrants | Bridge Securities Purchase Agreement
WARRANTS
Number of shares for each warrant | shares	1
Warrants, exercise price	$ 11.50
Public warrants expiration term	5 years
Number of warrants in a unit | shares	173,913
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)			$ 0.01
Redemption period			30 days
Warrant redemption condition minimum share price			$ 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 (D_2

WARRANTS - Bridge Warrants (Details) - Digital Health Acquisition Corp. - $ / shares	May 05, 2023	Mar. 31, 2024	Dec. 31, 2023
WARRANTS
Warrants, exercise period		5 years	5 years
Warrants, exercise price		$ 11.50	$ 11.50
Extension Warrants | Extension purchase agreement
WARRANTS
Number of warrants issued	26,086
Number of warrants in a unit	26,086
Warrants, exercise period	5 years
Warrants, exercise 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%

FAIR VALUE MEASUREMENTS - Add_2

FAIR VALUE MEASUREMENTS - Additional information (Details) - Digital Health Acquisition Corp. - USD ($)		3 Months Ended		12 Months Ended
	Oct. 20, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,386,490		$ 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			6,796,063	10,805,877
Transfers between Level 1 and Level 2		0	$ 0	$ 0	$ 0
Transfers between Level 2 and Level 1		0	0	0	0
Transfers in of level 3		0	0	0	0
Transfers Out of level 3		0	$ 0	0	0
Money Market Funds
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 1,386,490		$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Level 1 | Money Market Funds | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Fair Value	$ 1,386,490	$ 1,368,637	$ 7,527,369

FAIR VALUE MEASUREMENTS - Fai_2

FAIR VALUE MEASUREMENTS - Fair value information on recurring basis (Details) - Digital Health Acquisition Corp. - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
PIPE Forward Contract			$ 170,666
Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	$ 22,868	$ 22,872
ELOC
FAIR VALUE MEASUREMENTS
Fair Value	189,764	203,720
Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	156,564	102,726
Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	2,814,359	2,621,558
Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value			364,711
Level 1 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 1 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 2 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	0	0
Level 3
FAIR VALUE MEASUREMENTS
PIPE Forward Contract			170,666
Level 3 | Extension Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value	22,868	22,872
Level 3 | ELOC
FAIR VALUE MEASUREMENTS
Fair Value	189,764	203,720
Level 3 | Additional Bridge Notes
FAIR VALUE MEASUREMENTS
Fair Value	156,564	102,726
Level 3 | Exchange Note
FAIR VALUE MEASUREMENTS
Fair Value	$ 2,814,359	$ 2,621,558
Level 3 | Bridge Note - Bifurcated Derivative
FAIR VALUE MEASUREMENTS
Fair Value			$ 364,711

FAIR VALUE MEASUREMENTS - Uno_7

FAIR VALUE MEASUREMENTS - Unobservable inputs for Extension Note Bifurcated Derivative (Details) - Extension Notes - Digital Health Acquisition Corp.	Mar. 31, 2024 Y	Dec. 31, 2023	Dec. 31, 2023 Y	May 05, 2023
Risk free rate
Fair Value Measurements
Measurement input of notes payable				0.0513
CCC bond rates
Fair Value Measurements
Measurement input of notes payable	0.1307	0.1296		0.1469
Expected term (years)
Fair Value Measurements
Measurement input of notes payable	0.25	0.25	0.25	0.38
Probability of completing a business combination by June 30, 2024 and March 31, 2024, respectively
Fair Value Measurements
Measurement input of notes payable	0.80	0.80		0.25
Probability of completing a business combination by September 30, 2023
Fair Value Measurements
Measurement input of notes payable				0.75
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		1

FAIR VALUE MEASUREMENTS - Uno_8

FAIR VALUE MEASUREMENTS - Unobservable inputs for Additional Bridge Note (Details) - Additional Bridge Notes - Digital Health Acquisition Corp.	Mar. 31, 2024 Y $ / shares	Dec. 31, 2023 $ / shares Y	Nov. 21, 2023 $ / shares Y
Risk free rate
Fair Value Measurements
Measurement input of notes payable	0.0546	0.0540	0.0548
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.25	0.25	0.36
Implied volatility
Fair Value Measurements
Measurement input of notes payable	0.95	0.95	0.95
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.3983	0.397	0.415
Probability of early termination/repayment - BC not completed
Fair Value Measurements
Measurement input of notes payable	0.20	0.20	0.20
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Uno_9

FAIR VALUE MEASUREMENTS - Unobservable inputs for Exchange Note (Details) - Exchange Note - Digital Health Acquisition Corp.	Mar. 31, 2024 Y $ / shares	Dec. 31, 2023 $ / shares Y	Nov. 21, 2023 Y $ / shares
Risk free rate
Fair Value Measurements
Measurement input of notes payable	5.46	0.0521	0.0548
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.71	0.71	0.61
Implied volatility
Fair Value Measurements
Measurement input of notes payable	1.101	0.95	0.96
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.4750	0.4754	0.4917
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Un_10

FAIR VALUE MEASUREMENTS - Unobservable inputs for ELOC/Equity Financing (Details) - ELOC - Digital Health Acquisition Corp.	Mar. 31, 2024 $ / shares Y	Dec. 31, 2023 Y $ / shares	Nov. 21, 2023 Y $ / shares
Risk free rate
Fair Value Measurements
Measurement input of notes payable	0.0445	0.0399	0.0457
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	3	3.25	3.36
Implied volatility
Fair Value Measurements
Measurement input of notes payable	1.050	0.964	0.964
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	2	2	2
Probability of completing a business combination by March 31, 2023
Fair Value Measurements
Measurement input of notes payable		0.80	0.80
Probability of completing a business combination by March 31, 2024
Fair Value Measurements
Measurement input of notes payable		0.80
Probability of completing a business combination by June 30, 2024
Fair Value Measurements
Measurement input of notes payable	0.80

FAIR VALUE MEASUREMENTS - Cha_4

FAIR VALUE MEASUREMENTS - Changes in the fair value of financial liabilities (Details) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	$ 0	$ 273,534		$ 273,534	$ 0
Change in valuation inputs or other assumptions				(92,449)	64,731
Bridge Note Embedded Derivative, Ending Fair Value			$ 273,534	0	273,534
Extension Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	22,872
Change in valuation inputs or other assumptions	(4)
Bridge Note Embedded Derivative, Ending Fair Value	22,868			22,872
Exchange Note | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	2,621,558
Initial value of Additional Bridge on January 25, 2024				2,523,744
Change in valuation inputs or other assumptions	$ 192,801			$ (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 Adjustment Of Notes
Bridge Note Embedded Derivative, Ending Fair Value	$ 2,814,359			$ 2,621,558
Additional Bridge Notes | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	102,726
Initial value of Additional Bridge on January 25, 2024	51,705			100,000
Change in valuation inputs or other assumptions	2,133			2,726
Bridge Note Embedded Derivative, Ending Fair Value	156,564			102,726
ELOC | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	203,720
Initial value of Additional Bridge on January 25, 2024				204,039
Change in valuation inputs or other assumptions	(13,956)			(318)
Bridge Note Embedded Derivative, Ending Fair Value	189,764			203,720
PIPE Forward Contract | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value		170,666		170,666
Change in valuation inputs or other assumptions			170,666	529,840
Derecognized value at termination date				(700,506)
Change in fair value		1,163,950
Bridge Note Embedded Derivative, Ending Fair Value		1,334,616	170,666		170,666
Bridge Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value		364,711	278,404	364,711
Change in valuation inputs or other assumptions			86,307	(120,267)
Derecognized value at termination date				(244,444)
Change in fair value		(34,758)
Bridge Note Embedded Derivative, Ending Fair Value		$ 329,953	$ 364,711		$ 364,711
Extension Note - Bifurcated Derivative | Digital Health Acquisition Corp.
FAIR VALUE MEASUREMENTS
Bridge Note Embedded Derivative, Beginning Fair Value	$ 22,872
Initial value of Additional Bridge on January 25, 2024				24,502
Change in valuation inputs or other assumptions				(1,630)
Bridge Note Embedded Derivative, Ending Fair Value				$ 22,872

SUBSEQUENT EVENTS (Details)_2_6

SUBSEQUENT EVENTS (Details) - Digital Health Acquisition Corp.							1 Months Ended
	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 ($) shares	Mar. 31, 2023 USD ($)	Jan. 31, 2024 USD ($)	Jan. 22, 2024 USD ($)
SUBSEQUENT EVENTS
Number of consecutive trading days prior to the date of the letter				30 days
Minimum market value of listed securities				$ 15,000,000	$ 50,000,000		$ 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
Unsecured promissory note
SUBSEQUENT EVENTS
Aggregate principal amount								$ 190,750	$ 165,000
Aggregate purchase price			$ 55,556
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