Vsee Health (VSEE) 10-Q 23 Sep 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Sep. 23, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-41015
Entity Registrant Name	VSee Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2970927
Entity Address, Address Line One	980 N Federal Hwy
Entity Address, Address Line Two	Suite 304
Entity Address, City or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33432
City Area Code	754
Local Phone Number	231-1688
Entity Information, Former Legal or Registered Name	DIGITAL HEALTH ACQUISITION CORP.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001864531
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Document Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VSEE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		15,262,278
Warrants
Document Information
Title of 12(b) Security	Warrants, which entitles the holder to purchase one(1) share of common stock at a price of $11.50 per whole share
Trading Symbol	VSEEW
Security Exchange Name	NASDAQ
Series A Preferred Stock
Document Information
Entity Common Stock, Shares Outstanding		6,158

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 1,105,971	$ 118,734
Accounts receivable, net of allowance for credit losses of $1,741,238 and $32,457 as of June 30, 2024, and December 31, 2023, respectively	2,513,855	$ 628,480
Due from related party	$ 785,934
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related party	Related party
Prepaids and other current assets	$ 760,789	$ 79,920
Total current assets	5,166,549	$ 827,134
Note receivable, related party	$ 245,500
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Related Party [Extensible Enumeration]	Related party	Related party
Right-of-use assets, net (related party portion $260,373 and zero as of June 30, 2024, and December 31, 2023, respectively)	$ 691,684
Intangible assets	12,100,000
Total Goodwill	59,900,694
Fixed assets, net	883,323	$ 3,657
Total assets	78,987,750	830,791
Current liabilities
Accounts payable and accrued liabilities	6,752,985	1,824,408
Deferred revenue	1,023,492	802,524
Due to related party	$ 456,858	$ 338,506
Other Liability, Current, Related Party [Extensible Enumeration]	Related party	Related party
Right-of use liability - operating (related party portion $101,401 and zero as of June 30, 2024, and December 31, 2023, respectively)	$ 222,910
Right-of use liability - financing	507,538
Factoring payable	348,463
Encompass Purchase liability	268,038
SAFE Note		$ 135,000
Contingent liability		600,000
ELOC Note	500,000
Loan payable, related party, net of discount	471,651	323,000
Line of credit and note payable, net of discount	928,280	220,000
Total current liabilities	22,879,867	4,243,438
Line of credit and notes payable, less current portion, net of discount	593,941
Right-of-use liability - operating, less current portion (related party portion $163,658 and zero as of June 30, 2024, and December 31, 2023, respectively)	471,507
Right-of-use liability - financing, less current portion	231,879
Total liabilities	24,177,194	4,243,438
Commitments and contingencies (Note 9)
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 6,158 and zero shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively	1
Common stock, $0.0001 par value; 100,000,000 shares authorized 14,806,820 and 4,639,643 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively	1,481	464
Additional paid-in capital	64,582,130	6,027,153
Accumulated deficit	(9,773,056)	(9,114,985)
Non-controlling interest		(325,279)
Total stockholders' equity (deficit)	54,810,556	(3,412,647)
Total liabilities and stockholders' equity (deficit)	78,987,750	830,791
Nonrelated party
Current assets
Right-of-use assets, net (related party portion $260,373 and zero as of June 30, 2024, and December 31, 2023, respectively)	431,311
Current liabilities
Right-of use liability - operating (related party portion $101,401 and zero as of June 30, 2024, and December 31, 2023, respectively)	121,509
Right-of-use liability - operating, less current portion (related party portion $163,658 and zero as of June 30, 2024, and December 31, 2023, respectively)	307,849
Related party
Current assets
Right-of-use assets, net (related party portion $260,373 and zero as of June 30, 2024, and December 31, 2023, respectively)	260,373	0
Current liabilities
Right-of use liability - operating (related party portion $101,401 and zero as of June 30, 2024, and December 31, 2023, respectively)	101,401	0
Right-of-use liability - operating, less current portion (related party portion $163,658 and zero as of June 30, 2024, and December 31, 2023, respectively)	163,658	$ 0
ELOC
Current liabilities
ELOC	638,321
Additional Bridge Notes
Current liabilities
Notes payable, current portion	397,408
Exchange Note
Current liabilities
Notes payable, current portion	5,666,873
Quantum Convertible Note
Current liabilities
Notes payable, current portion	$ 4,697,050

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Allowance for credit losses	$ 1,741,238	$ 32,457
Right-of-use assets, net, related party	691,684
Right-of use liability - operating, related party	222,910
Right-of-use liability - operating, less current portion, related party	$ 471,507
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	6,158	0
Preferred stock, shares outstanding	6,158	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,806,820	4,639,643
Common stock, shares outstanding	14,806,820	4,639,643
Nonrelated party
Right-of-use assets, net, related party	$ 431,311
Right-of use liability - operating, related party	121,509
Right-of-use liability - operating, less current portion, related party	307,849
Related party
Right-of-use assets, net, related party	260,373	$ 0
Right-of use liability - operating, related party	101,401	0
Right-of-use liability - operating, less current portion, related party	$ 163,658	$ 0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues
Total Revenue	$ 1,711,566	$ 1,290,223	$ 3,207,561	$ 2,886,491
Cost of goods sold	486,640	474,287	872,893	1,049,609
Gross margin	1,224,926	815,936	2,334,668	1,836,882
Operating expenses
Compensation and related benefits	918,411	1,084,618	1,811,988	2,420,170
General and administrative	509,050	326,386	660,398	607,639
Transaction expenses	980,807	16,059	1,007,145	57,345
Total operating expenses	2,408,268	1,427,063	3,479,531	3,085,154
Net operating loss	(1,183,342)	(611,127)	(1,144,863)	(1,248,272)
Other income (expenses):
Interest expense	(349,695)	(79,860)	(359,005)	(127,262)
Other income	2	3	2	19,619
Change in fair value of financial instruments	548,100	88,008	548,100	114,077
Loss on issuance of financial instruments	(1,618,234)		(1,618,234)
Total other (expenses) income	(1,419,827)	8,151	(1,429,137)	6,434
Loss before income taxes	(2,603,169)	(602,976)	(2,574,000)	(1,241,838)
Benefit from income tax	2,241,208	174,395	2,241,208	357,238
Net loss	(361,961)	(428,581)	(332,792)	(884,600)
Net loss attributable to non-controlling interest	(31,980)	(3,971)		(8,738)
Net loss attributable to stockholders	$ (329,981)	$ (424,610)	$ (332,792)	$ (875,862)
Basic loss per common share (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.07)	$ (0.19)
Diluted loss per common share (in dollars per share)	$ (0.06)	$ (0.09)	$ (0.07)	$ (0.19)
Weighted average number of common shares outstanding, basic (in shares)	5,302,490	4,639,643	4,971,066	4,639,643
Weighted average number of common shares outstanding, diluted (in shares)	5,302,490	4,639,643	4,971,066	4,639,643
Subscription fees
Revenues
Total Revenue	$ 1,037,426	$ 1,022,631	$ 2,042,628	$ 2,183,822
Professional services and other fees
Revenues
Total Revenue	421,632	218,942	749,475	478,332
Technical engineering fees
Revenues
Total Revenue	189,939	$ 48,650	352,889	$ 224,337
Patient fees
Revenues
Total Revenue	31,520		31,520
Telehealth fees
Revenues
Total Revenue	30,569		30,569
Institutional fees
Revenues
Total Revenue	$ 480		$ 480

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock Series A Preferred Stock IDoc Virtual Telehealth Solutions, Inc	Preferred Stock Series A Preferred Stock DHAC	Preferred Stock Series A Preferred Stock	Common Stock Dominion	Common Stock IDoc Virtual Telehealth Solutions, Inc	Common Stock This American Doc	Common Stock IDoc Virtual Telehealth Solutions, Inc	Common Stock	Additional Paid-In Capital Dominion	Additional Paid-In Capital IDoc Virtual Telehealth Solutions, Inc	Additional Paid-In Capital DHAC	Additional Paid-In Capital This American Doc	Additional Paid-In Capital IDoc Virtual Telehealth Solutions, Inc	Additional Paid-In Capital	Accumulated Deficit This American Doc	Accumulated Deficit	Non controlling Interest This American Doc	Non controlling Interest	Dominion	IDoc Virtual Telehealth Solutions, Inc	DHAC	IDoc Virtual Telehealth Solutions, Inc	Total
Beginning balance at Dec. 31, 2022								$ 464						$ 6,027,153		$ (5,666,895)		$ (362,755)					$ (2,033)
Beginning balance (shares) at Dec. 31, 2022								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																(451,252)							(451,252)
Non-controlling interest																		(4,767)					(4,767)
Ending balance at Mar. 31, 2023								$ 464						6,027,153		(6,118,147)		(367,522)					(458,052)
Ending balance (shares) at Mar. 31, 2023								4,639,643
Beginning balance at Dec. 31, 2022								$ 464						6,027,153		(5,666,895)		(362,755)					(2,033)
Beginning balance (shares) at Dec. 31, 2022								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																							(875,862)
Non-controlling interest																							(8,738)
Ending balance at Jun. 30, 2023								$ 464						6,027,153		(6,542,757)		(371,493)					(886,633)
Ending balance (shares) at Jun. 30, 2023								4,639,643
Beginning balance at Mar. 31, 2023								$ 464						6,027,153		(6,118,147)		(367,522)					(458,052)
Beginning balance (shares) at Mar. 31, 2023								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																(424,610)							(424,610)
Non-controlling interest																		(3,971)					(3,971)
Ending balance at Jun. 30, 2023								$ 464						6,027,153		(6,542,757)		(371,493)					(886,633)
Ending balance (shares) at Jun. 30, 2023								4,639,643
Beginning balance at Dec. 31, 2023								$ 464						6,027,153		(9,114,985)		(325,279)					(3,412,647)
Beginning balance (shares) at Dec. 31, 2023								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																(2,811)							(2,811)
Non-controlling interest																		31,980					31,980
Ending balance at Mar. 31, 2024								$ 464						6,027,153		(9,117,796)		(293,299)					(3,383,478)
Ending balance (shares) at Mar. 31, 2024								4,639,643
Beginning balance at Dec. 31, 2023								$ 464						6,027,153		(9,114,985)		(325,279)					(3,412,647)
Beginning balance (shares) at Dec. 31, 2023								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																							(332,792)
Ending balance at Jun. 30, 2024			$ 1					$ 1,481						64,582,130		(9,773,056)							54,810,556
Ending balance (shares) at Jun. 30, 2024			6,158					14,806,820
Beginning balance at Mar. 31, 2024								$ 464						6,027,153		(9,117,796)		(293,299)					(3,383,478)
Beginning balance (shares) at Mar. 31, 2024								4,639,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)																(329,981)							(329,981)
Non-controlling interest																		$ (31,980)					(31,980)
Escrow shares released from stock payable								$ 24						127,686									127,710
Escrow shares released from stock payable (shares)								239,424
Shares for iDoc acquisition					$ 495	$ 36				$ 67,450,680		$ (36)			$ (325,279)					$ 67,451,175
Shares for iDoc acquisition (shares)					4,950,000	354,441
Shares issued to non-controlling interest holders																	$ 325,279
Shares issued to settled debt to Vsee debt holders				$ 30			$ 12	$ 1	$ 599,970				$ 227,988	155,564					$ 600,000			$ 228,000	155,565
Shares issued to settled debt to Vsee debt holders (Shares)				300,000			114,000	12,846
Reverse recapitalization								$ 360						(17,381,804)									(17,381,444)
Reverse recapitalization (shares)								3,603,966
Shares issued as conversion of iDoc debt as part of the consideration in the acquisition					$ 59					1,184,941										1,185,000
Shares issued as conversion of iDoc debt as part of the consideration in the acquisition (shares)					592,500
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition										$ 300,000	$ 1,268,000			220,000						$ 300,000	$ 1,268,000		220,000
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition (in shares)	300	1,268	220
Preferred shares issued as conversion of Underwriting Fee as contemplated by the business combination transaction			$ 1											4,369,999									4,370,000
Preferred shares issued as conversion of Underwriting Fee as contemplated by the business combination transaction (shares)			4,370
Stock based compensation														31,989									31,989
Ending balance at Jun. 30, 2024			$ 1					$ 1,481						$ 64,582,130		$ (9,773,056)							$ 54,810,556
Ending balance (shares) at Jun. 30, 2024			6,158					14,806,820

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals)	Jun. 30, 2024
This American Doc
Percentage of equity interest to obtain in acquisition	100%

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Net loss	$ (361,961)	$ (428,581)	$ (332,792)	$ (884,600)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on issuance of financial instrument	1,618,234		1,618,234
Change in fair value of financial instruments	(548,100)	(88,008)	(548,100)	(114,077)
Amortization of discount on note payable			7,000	74,568
Amortization of right-of-use assets			3,540
Stock based compensation	31,989	0	31,989	0
Depreciation and amortization			2,091	204
Allowance for expected credit losses	12,227	4,410	21,428	22,718	$ 32,457
Deferred tax asset and liabilities			(2,336,506)	(357,236)
Changes in operating assets and liabilities:
Accounts receivable			216,774	(107,254)
Prepaids and other current assets			(16,208)	51,920
Accounts payable and accrued liabilities			(1,582,393)	931,711
Right-of-use liabilities			5,526
Deferred revenue			220,968	(223,631)
Due to related party			(210,697)	131,034
Net cash used in operating activities			(2,594,214)	(474,643)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets			(45,513)	(2,690)
Net cash used in investing activities			(16,390)	(2,690)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Quantum Convertible Note			2,700,000
Proceeds from note payable				200,000
Proceeds from loan payable, related party				120,000
Repayment on factoring payable			(10,941)
Repayment on Encompass Purchase Liability			(1,030)
Repayment on advances from related party			(47,800)
Repayment on Extension Note			(365,750)
Net cash provided by financing activities			3,597,841	320,000
NET CHANGE IN CASH AND CASH EQUIVALENTS			987,237	(157,333)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			118,734	230,664	230,664
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 1,105,971	$ 73,331	1,105,971	$ 73,331	$ 118,734
Supplemental disclosure of cash flow information
Cash paid for income taxes			2,772
Non-cash investing and financing activities:
Net liabilities assumed in reverse merger			(18,704,806)
Shares issued to DHAC Sponsor group for debt settled			1,268,000
Shares issued to A.G.P. Underwriter			4,370,000
Shares issued to VSee debt holders			1,310,710
Quantum Convertible Note
Adjustments to reconcile net loss to net cash used in operating activities:
Original issued discount and interest accrued on Quantum Convertible Note			304,932
iDoc
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in Business Combination			29,123
Non-cash investing and financing activities:
Fair value of shares issued in iDoc acquisition			68,907,052
Acquisition of non-controlling interest in TAD			325,279
DHAC
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from reverse recapitalization with DHAC			$ 1,323,362

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2024
Organization and Description of Business
Organization and Description of Business	Note 1 Organization and Description of Business VSee Health, Inc. (f/k/a Digital Health Acquisition Corp., a Delaware corporation), (the “Company,” “we,” “our,” “VSee Health” and “us”) is a telehealth software platform solution. Our proprietary technology platform and modular software solution empower users to plug and play telehealth services with end-to-end encrypted video streaming integrated with medical device data, electronic medical records, and other sensitive data, with multiple other interactive functionalities that enable teamwork that VSee believes are not available from any other system worldwide. Our company’s core platform is a highly scalable, integrated, application program interface (“API”) driven technology platform, for virtual healthcare delivery, with multiple real-time integrations spanning the healthcare ecosystem. Our platform’s APIs power external connectivity and deep integration with a wide range of payors, electronic medical records, third party applications, and other interfaces with employers, hospital systems, and health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing, healthcare industry. Our company will also be able to white label our solutions so they fit into the plans and strategies of our clients, all on a platform that is high-performance and highly scalable. The Company was formed in Delaware on March 30, 2021 under the name Digital Health Acquisition Corp. (“DHAC”) as a “blank check company” for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business transaction, one or more operating businesses or assets. On June 24, 2024 (the “Closing Date”), the parties consummated the business combination by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a direct, wholly-owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Business Combination”). In connection with the Business Combination, DHAC changed its name from Digital Health Acquisition Corp. to VSee Health, Inc. Furthermore, unless otherwise stated or unless the context otherwise requires, references to “DHAC” refer to Digital Health Acquisition Corp., a Delaware corporation, prior to the Closing Date. At the closing (the “Closing”) of the Business Combination, (1) each share of DHAC common stock was re-designated as a share of the Company’s common stock, par value $0.0001 (the “Common Stock”) and each outstanding warrant of DHAC was re-designated as a warrant of the Company and each whole warrant exercisable for one share of the Company’s Common Stock at an exercise price of $11.50 (the “Warrant”); (2) each issued and outstanding share of Class A common stock of VSee Lab (including all securities that are converted or exchanged into shares of VSee Lab Class A common stock) immediately prior to the Business Combination was automatically cancelled and extinguished and converted into the right to receive approximately 0.40 shares of Common Stock; and (3) each issued and outstanding share of Class A common stock of iDoc immediately prior to the Business Combination was automatically cancelled and extinguished and converted into the right to receive approximately 994.38 shares of Common Stock. Furthermore, with the Closing of the Business Combination, (1) pursuant to certain securities purchase agreements entered into on November 21, 2023, (the “Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc with certain lenders of each of DHAC, Vsee Lab and iDoc, certain indebtedness of each of DHAC, VSee Lab and iDoc was converted into shares of series A preferred stock of VSee Health, par value $0.0001 per share (the “Series A Preferred Stock”) upon Closing and the Company issued 1,788 Series A Preferred Stock to such lenders; (2) pursuant to certain securities purchase agreements entered into on November 21, 2023 and as further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc and certain lenders, following assumption and conversion of the underlying loans, the Company issued 892,500 shares of Common Stock to such lenders after the Closing; and (3) in connection with services performed by A.G.P./Alliance Global Partners (“A.G.P.”) during DHAC’s initial public offering and pursuant to a securities purchase agreement entered into on November 3, 2022 and as further amended on November 21, 2023 (the “A.G.P. Securities Purchase Agreement”), the Company issued 4,370 shares of Series A Preferred Stock to A.G.P. upon Closing. In addition, pursuant to the exchange agreement (the “Exchange Agreement”) entered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company consummated the exchange of a senior convertible promissory note with an aggregate principle value of $2,523,744 (the “Exchange Note”) and issued the Exchange Note with an institutional and accredited investor (the “Bridge Investor”) on the Closing Date. The Exchange Note is guaranteed by each of the Company, VSee Lab and iDoc and is fully secured by collateral of the Company and its subsidiaries including, without limitation, the intellectual property, trademark, and patent rights. Moreover, in connection with the Closing and pursuant to the convertible note purchase agreement (the “Quantum Purchase Agreement”) entered by and between DHAC and an institutional and accredited investor (the “Quantum Investor”) on November 21, 2023, the Company, on June 25, 2024, issued and sold to the Quantum Investor a 7% original issue discount convertible promissory note (the “Quantum Convertible Note”) in the aggregate principal amount of $3,000,000. The total number of shares of the Company’s Common Stock outstanding immediately following the Closing was approximately 14,692,820 comprising (i) 3,432,000 DHAC founders shares, (ii) 57,000 shares of Common Stock issued to DHAC stockholders, (iii) 5,246,354 shares of Common Stock issued to VSee Lab stockholders (a portion of which are subject to escrow); (iv) 4,950,000 shares of Common Stock issued to iDoc stockholders (a portion of which are subject to escrow); (v) 892,500 shares of Common Stock issued to certain lenders pursuant to the A&R Loan Conversion SPAs which were converted following the Closing; and (vi) 114,966 shares of Common Stock issued to the Company’s public stockholders, who are formerly DHAC stockholders. Apart from the above, on November 21, 2023, DHAC entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with an institutional and accredited investor (the “Bridge Investor”) pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of VSee Health’s Common Stock, from time to time over a 36-month period (the “Equity Purchase Commitment Period”) beginning from the sixth (6th) trading day following the Closing of the Business Combination transaction (the “Equity Purchase Effective Day”), provided that certain conditions are met. The transaction is hereby referred as “ELOC.” In connection with the Bridge Investor’s commitment to enter into the ELOC transaction, pursuant to the ELOC Purchase Agreement, on July 2, 2024, the Company issued and sold to the Bridge Investor a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company Common Stock at an initial price of $10 per share (the “ELOC Note”). Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization with VSee Lab as the accounting acquirer and DHAC and iDoc as the accounting acquirees. Accordingly for accounting purposes, the Business Combination is the equivalent of VSee Lab issuing stock for the net assets of DHAC, accompanied by a recapitalization. The net assets of DHAC were combined at historical cost as of the Closing Date, with no goodwill or other intangible assets recorded. For accounting purposes, VSee Lab is treated as the acquirer, which is the entity that has obtained control of another entity and, thus, consummated a business combination. The historical comparative financial information prior to June 24, 2024 as presented in this quarterly report is that of VSee Lab as VSee Lab is the predecessor of the Company and the accounting acquirer. As such, for accounting purposes, the “Company” as used in this quarterly report means “VSee Lab” when referring to financial numbers prior to June 24, 2024 and “VSee Health” when referring to financial numbers after June 24, 2024. As VSee Lab is determined to be the accounting acquirer in the Business Combination, the acquisition of iDoc was treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Note 3 – Business Combination 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 shareholders 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. As such the Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022 totaling $72,395 which is reflected in the condensed consolidated balance sheet in Accounts payable and accrued liabilities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
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. For periods prior to the Business Combination as disclosed in Note 1 above, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio. See Note 11 - Equity for additional information. The condensed consolidated financial statements include the accounts of VSee Health, Inc. and its subsidiaries, VSee Lab, Inc. and iDoc The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three and six months ended June 30, 2024, and 2023, in conformity with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the VSee Lab, Inc’s audited financial statements included on Form 424B3 Prospectus for the period ended December 31, 2023, as filed with the SEC on July 24, 2024. The interim results for the three and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. Certain reclassifications have been made to the amounts in prior periods to conform to the current period's presentation primarily consisting of the breakout of revenue by category and the retroactive application of the recapitalization. Implications of Being an 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. The Company is also a “smaller reporting company,” meaning that either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies. Segments The Company determined its reporting units in accordance with ASC 280, Segment Reporting Management has determined that the Company has two consolidated operating segments. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company’s reporting segments are Healthcare Technology (“Technology”) and Telehealth Services (“Telehealth”). VSee Lab, Inc is included in Technology, while iDoc Virtual Telehealth Solutions, Inc. is included in Telehealth. 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 credit losses, the fair value of the ELOC, , the Exchange Note, the Additional Bridge Note (as define below in the “ Additional Bridge Financing 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 30 The Company also has service contracts with hospitals or hospital systems, physician practice groups, and other users. These customer contracts typically range from two three years 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. 3) Determine the transaction price 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. 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. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, subscription services and institutional services provided to our clients. Subscription Service Contracts and Performance Obligation Subscriptions 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 on subscription services 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. 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. 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. Professional Services and Technical Engineering Fees and Performance Obligation Performance obligations in the contract for professional services and technical engineering services are based on the specified quantity of professional service hours to customers. 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. 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 Company uses standalone prices when allocating the transfer price. 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. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual service hours or the duration of services under the contract. Revenue is recognized based on the percentage of service hours provided to customers. Patient Fees Services and Performance Obligation Patient Fee Services Patient fees represent a series of distinct services because the 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 Company commences revenue recognition on patient services when the Company satisfies its performance obligation to provide professional medical services to patients. 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. 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 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 12-24 hours 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 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. 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. 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 commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation 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. 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. The Company’s Cost of revenue also 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. Transaction Expenses On June 15, 2022, DHAC entered into the Original Business Combination Agreement with DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, and iDoc. On August 9, 2022, the parties to the Original Business Combination Agreement, entered into the First Amended and Restated Business Combination Agreement, pursuant to which the Original Business Combination Agreement was amended and restated in its entirety. The parties to the First Business Combination Agreement entered into the Second Amended and Restated Business Combination Agreement on October 6, 2022, pursuant to which the First Amended and Restated Business Combination Agreement was amended and restated in its entirety, which was subsequently amended by the First Amendment to the Second Amended and Restated Business Combination Agreement dated November 3, 2022. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee Lab and iDoc entered into the Third Amended and Restated Business Combination Agreement, which was subsequently amended by the First Amendment to the Third Amended and Restated Business Combination Agreement on February 13, 2024 and the Second Amendment to the Third Amended and Restated Business Combination Agreement on April 17, 2024 (as amended, the “Business Combination Agreement”) and concurrently entered into various transactions that provide financing for DHAC, VSee Lab, iDoc and the Company (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”). During the three months ended June 30, 2024 and 2023, the Company (which, for accounting purpose, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June 24, 2024) incurred transaction expenses related to the business combination of $980,807 and $16,059, respectively, for professional fees, including legal, taxation, business consulting, and audit services. During the six months ended June 30, 2024 and 2023, the Company (which, for accounting purpose, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June 24, 2024) incurred transaction expenses related to the business combination of $1,007,145 and $57,345, respectively, for professional fees, including legal, taxation, business consulting, and audit services. Net Loss Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ​ Three months ​ Six months ​ Six months ​ ​ Ended ​ Ended ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ June 30, ​ June 30, ​ 2024 2023 2024 2023 Net loss ​ $ (329,981) ​ $ (424,610) ​ $ (332,792) ​ $ (875,862) Weighted average shares outstanding – basic and diluted ​ ​ 5,302,490 ​ ​ 4,639,643 ​ ​ 4,971,066 ​ ​ 4,639,643 Net loss per share – basic and diluted ​ $ (0.06) ​ $ (0.09) ​ $ (0.07) ​ $ (0.19) Excluded securities:(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ ​ 11,500,000 ​ ​ — ​ ​ 11,500,000 ​ ​ — Private Warrants ​ ​ 557,000 ​ ​ — ​ ​ 557,000 ​ ​ — Bridge Warrants ​ ​ 173,913 ​ ​ — ​ ​ 173,913 ​ ​ — Extension Warrants ​ ​ 26,086 ​ ​ — ​ ​ 26,086 ​ ​ — Quantum Convertible Note (2) ​ ​ 1,502,466 ​ ​ — ​ ​ 1,502,466 ​ ​ — Additional Bridge Notes (2) ​ ​ 86,692 ​ ​ — ​ ​ 86,692 ​ ​ — Exchange Note (2) ​ ​ 1,324,125 ​ ​ — ​ ​ 1,324,125 ​ ​ — Series A Preferred stock common stock equivalents (3) ​ ​ 3,079,000 ​ ​ — ​ ​ 3,079,000 ​ ​ — Stock options granted ​ ​ 803,646 ​ ​ — ​ ​ 803,646 ​ ​ — ● The Company’s dilutive shares have not been included in the computation of diluted net loss per share for the three and six-months ended June 30, 2024, as the result would be anti-dilutive. ● including the interest amount thereon and at the floor conversion price of $2.00 ● assuming the maximum conversion thereon and at the floor conversion price of $2.00 Cash 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 had no cash equivalents as of June 30, 2024, and December 31, 2023. Accounts Receivable and Credit losses The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for credit losses 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 As

Business Combination

Business Combination	6 Months Ended
	Jun. 30, 2024
Business Combination
Business Combination	Note 3 Business Combination Acquisition of iDoc Telehealth Solutions, Inc. On June 24, 2024, the Company completed the Business Combination between DHAC, VSee Lab (“VSee Lab”) a company providing comprehensive telehealth platform and software services for U.S. hospitals and enterprises, and iDoc Telehealth Solutions, Inc. (“iDoc”), a tele-intensive acute care and tele-neurocritical care company, providing tele-intensive acute care, and tele-neurocritical care in high value hospital environments. As noted above, the closing of the Business Combination resulted in the acquisition of iDoc and a reverse recapitalization with DHAC (see Note 11 Equity As such, at the Closing of the Business Combination and for accounting purposes, the transaction was treated as if VSee Lab issued (1) 4,950,000 shares of Common Stock to iDoc stockholders; (2) 292,500 shares of Common Stock pursuant to one of the A&R Loan Conversion SPA between DHAC, iDoc and a lender in connection with the payoff of a debt between iDoc and the lender at the Closing, (3) 300,000 shares of Common Stock pursuant to the A&R Loan Conversion SPA between DHAC, iDoc and the Bridge Investor in connection with the payoff of a debt between iDoc and the Bridge Investor at the Closing and (4) 300 shares of Series A Preferred Shares that are convertible into 150,000 shares of Common Stock assuming maximum conversion at the floor conversion price of $2 in connection with the payoff of an outstanding debt of iDoc. This represents an aggregate of 5,692,500 shares of Common Stock (among which 5,542,500 shares of Common Stock were issued at Closing and 150,000 shares of Common Stock were issuable at Closing upon conversion of the Series A Preferred Shares), representing approximately $68,936,175 in consideration based on a closing price of $12.11 per share as of the Closing Date on June 24, 2024. Purchase Consideration The following table summarizes the purchase consideration for the iDoc acquisition: ​ ​ ​ ​ ​ ​ Amount 4,950,000 shares of common stock issued to sellers at $12.11 per share ​ $ 59,944,500 292,500 shares of common stock issued upon conversion of debt at $12.11 per share ​ 3,542,175 300,000 shares of common stock issued upon conversion of debt at $12.11 per share ​ ​ 3,633,000 300 shares of series A preferred stock issued upon conversion of debt, of which upon conversion, 150,000 shares of common stock are issuable, at $12.11 per share ​ 1,816,500 ​ ​ ​ Total purchase consideration ​ $ 68,936,175 ​ A summary of the preliminary allocation of the total purchase consideration for iDoc is presented as follows: ​ ​ ​ ​ ​ Total purchase price consideration, net of cash acquired of $29,123 $ 68,907,052 ​ ​ ​ ​ Estimated fair value of assets: ​ ​ ​ Accounts receivable, net* ​ $ 2,123,578 Due from related party ​ ​ 992,746 Deferred tax assets, net ​ ​ — Note receivable, related party ​ ​ 245,500 Prepaid expenses and other current assets ​ ​ 164,661 Customer relationships ​ ​ 2,100,000 Developed technology ​ ​ 10,000,000 Right-of-use assets, net ​ ​ 430,359 Right-of-use assets, net - related party ​ ​ 265,058 Fixed assets, net ​ ​ 839,785 Total assets acquired ​ $ 17,161,687 ​ ​ ​ ​ Estimated fair value of liabilities assumed: ​ ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 2,067,552 Line of credit and notes payable, net of discount ​ ​ 2,516,345 Right-of-use liability - operating- related party ​ ​ 265,058 Right-of-use liability - operating ​ ​ 430,359 Right-of-use liability - financing ​ ​ 736,624 Deferred tax liabilities ​ ​ 2,139,391 Total liabilities assumed ​ 8,155,329 ​ ​ ​ ​ Goodwill ​ $ 59,900,694 ​ The purchase price allocation for iDoc is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but is currently unknown to us may become known during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. * As of the acquisition date, gross contractual accounts receivable was approximately $3.8 million and the Company expects that approximately $1.7 million will not be collected. The Company’s Consolidated Statements of Operations for the second quarter and first six months of fiscal 2024 include revenue of $62,569 and a net loss of $21,843 attributable to iDoc since the date of acquisition. The Company (as the successor of VSee Lab for accounting purposes) incurred transaction costs related to the iDoc acquisition and these costs were expensed as incurred in transaction expenses in the Consolidated Statements of Operations. We incurred $980,807 and $1,007,145 of these transaction costs in the three and six months ended June 30, 2024, respectively. In connection with the iDoc acquisition, the Company (as the successor of VSee Lab for accounting purposes) assumed $3,509,000 aggregate principal amount of outstanding notes that did not convert to equity on the acquisition date. The notes had an aggregate fair value of $2,516,000 as of the acquisition date. iDoc had $1,485,000 of outstanding notes pursuant to that certain A&R Loan Conversion SPAs and Loan Conversion SPA with various lenders. Such outstanding notes by iDoc were paid off with the issuance of 592,500 shares of VSee Health Common Stock and 300 shares of VSee Health Series A Preferred Stock (which are convertible into 150,000 shares of Common Stock assuming maximum conversion at the floor conversion price of $2) to the respective lenders at the Closing of the Business Combination. The goodwill generated from iDoc is primarily related to the plan to continue to harness scale to further grow the platform for all stakeholders. Goodwill is not deductible for income tax purposes. Purchased Intangible Assets The following table presents as of the acquisition date details of the purchased intangible assets acquired: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Useful Life (in Years) Amount Customer relationships ​ 10 ​ $ 2,100,000 Developed technology ​ 5 ​ ​ 10,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 12,100,000 ​ Developed technology represents the preliminary estimated fair value of iDoc’s internally developed processes, methodologies, algorithms, applications, technology platform, software code, website content, user interfaces, graphics, trade dress, databases and domain names. Customer relationships represent the preliminary estimated fair value of the underlying relationships with iDoc’s customers. The revenue and net loss included in the condensed consolidated financial statements from the iDoc acquistion are considered immaterial. Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of VSee Health’s operations and iDoc’s operations, as though the acquisition of iDoc had been completed as of the beginning of fiscal 2023. The pro forma financial information for the three and six months ended June 30, 2024, combines our results for these periods with that of iDoc’s results for the three and six months ended June 30, 2024. The pro forma financial information for the three and six months ended June 30, 2023, combines our results for these periods with the results of iDoc for the three and six months ended June 30, 2023. The following table summarizes the pro forma financial information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ 2024 2023 2024 2023 Total revenue ​ $ 2,701,485 ​ $ 2,769,241 ​ $ 5,837,245 ​ $ 6,314,200 Net loss ​ $ (1,791,264) ​ $ (1,030,910) ​ $ (2,002,771) ​ $ (2,106,741) Weighted average shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ ​ 14,694,087 ​ ​ 14,692,820 ​ ​ 14,693,450 ​ ​ 14,692,820 Net Loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ (0.12) ​ $ (0.07) ​ $ (0.14) ​ $ (0.14) ​ The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and the cost of financing the acquisition had taken place at the beginning of fiscal 2023. The financial information for the periods presented above includes pro forma adjustments as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ 2024 2023 2024 2023 Amortization of intangible assets ​ $ (552,500) ​ $ (552,500) ​ $ (1,105,000) ​ $ (1,105,000) Transaction expenses ​ $ 182,675 ​ $ 93,059 ​ $ 301,013 ​ $ 275,114 ​ Recapitalization As discussed in Note 1, Organization and Description of Business Company and each whole warrant exercisable for one share of the Company’s Common Stock at an exercise price of $11.50 (the “Warrant”); (2) each issued and outstanding share of Class A common stock of VSee Lab (including all securities that are converted or exchanged into shares of VSee Lab Class A common stock) immediately prior to the Business Combination was automatically cancelled and extinguished and converted into the right to receive approximately 0.40 shares of Common Stock. The shares and options granted to VSee shareholders were determined based on the estimated value attributed to VSee of $60.50 million as determined by the Board in its negotiations with VSee management. The 803,646 options granted are fully vested at the closing of the business combination and in accordance with ASC 805 are deemed to be part of the consideration granted in the business combination exchange as such no compensation expense is recognized. As such, the fully vested options are considered part of the recapitalization and have no accounting impact. There are a total of 174,302 options issued to employees whom will vest between 40% and 60% over a one year service period subsequent to the business combination which will be valued as of June 24, 2024 the grant date, see Note 11 for further discussion. ​ ​ ​ ​ ​ Shares DHAC public shares, net of redemptions 114,966 DHAC Sponsor affiliate shares 3,432,000 VSee loan conversions shares 292,500 Bridge Investors shares 630,000 Other current DHAC stockholder shares 27,000 VSee company shares issued in Business Combination 5,246,354 iDoc company shares issued in Business Combination 4,950,000 Total Company common stock outstanding immediately following the Business Combination 14,692,820 ​ For accounting purposes, since the Business Combination was treated as a reverse merger by and among VSee Lab, DHAC and was accounted as a reverse recapitalization, the 3,603,933 shares of DHAC common stock outstanding at the Closing were allocated to net the $17,381,444 liabilities assumed by the Company (as the successor of VSee Lab for accounting purposes). Below is a summary of the recapitalization and net equity impact on business combination by the Company on June 24, 2024: ​ ​ ​ ​ ​ Cash - Trust and cash $ 1,323,362 ​ ​ ​ ​ Liabilities assumed ​ Accrued Expenses ​ $ (4,876,314) Due to Sponsor ​ (657,659) Exchange Note ​ (6,155,925) ELOC ​ (694,512) Additional Bridge Notes ​ (466,646) Promissory Note - Related Party ​ (350,000) Promissory Note - SCS Capital LLC ​ (765,000) Deferred Underwriting Fee Payable ​ (4,370,000) Promissory Note - Extension Note ​ (335,750) Extension Note - Embedded Derivative ​ (33,000) Total liabilities assumed ​ (18,704,806) Net equity impact on business combination ​ $ (17,381,444) ​

Fixed Assets

Fixed Assets	6 Months Ended
	Jun. 30, 2024
Fixed Assets
Fixed Assets	Note 4 Fixed Assets The components of fixed assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office equipment ​ $ 19,264 ​ $ 3,335 Medical equipment ​ 122,095 ​ 1,000 Furniture ​ 5,045 ​ — Leased equipment ​ ​ 736,624 ​ ​ — Leasehold improvements ​ 6,604 ​ — ​ ​ 889,632 ​ 4,335 Less accumulated depreciation ​ (6,309) ​ (678) Fixed Assets, net ​ $ 883,323 ​ $ 3,657 ​ The Company (as the successor of VSee Lab for accounting purposes) recorded $1,473 and $157 in depreciation expense during the three months ended June 30, 2024 and 2023, respectively. The Company (as the successor of VSee Lab for accounting purposes) recorded $2,091 and $204 in depreciation expense during the six months ended June 30, 2024 and 2023, respectively. Amortization on the leased equipment is included in the accumulated depreciation. During the three and six months ended June 30, 2024, the Company (as the successor of VSee Lab for accounting purposes) recorded $3,540 in amortization expenses (See further Note 5 – Leases) As a result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (See Note 3 – Business Combination

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases
Leases	Note 5 Leases Operating Leases As a result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (See Note 3 – Business Combination As a result of the acquisition, the operating lease right-of-use assets and liabilities were remeasured and recognized at the present value of future lease payments at the acquisition date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, which ranged from 17.9% to 18.5%, as the interest rate implicit in most of its leases is not readily determinable. The weighted average incremental borrowing rate was 18.3% as of June 30, 2024. Operating lease expense is recognized on a straight-line basis. The weighted average remaining lease term was 3.5 years as of June 30, 2024. During the three and six months ended June 30, 2024, the Company (as the successor of VSee Lab for accounting purposes) recorded $3,733 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office Lease ​ $ 433,173 ​ $ — Less accumulated amortization ​ (1,862) ​ — Right-of-use, net ​ $ 431,311 ​ $ — ​ ​ ​ ​ ​ ​ ​ Office Lease - related party ​ $ 262,244 ​ ​ ​ Less accumulated amortization ​ (1,871) ​ — Right-of-use - related party, net ​ $ 260,373 ​ $ — ​ Operating lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office Lease ​ $ 429,358 ​ $ — Less: current portion ​ (121,509) ​ — Long term portion ​ $ 307,849 ​ $ — ​ ​ ​ ​ ​ ​ ​ Related Party ​ ​ ​ ​ ​ ​ Office Lease ​ $ 265,059 ​ $ — Less: current portion ​ (101,401) ​ — Long term portion ​ $ 163,658 ​ $ — ​ Future minimum rent payments under the operating lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 199,560 Year ending December 31, 2025 ​ 248,520 Year ending December 31, 2026 ​ 251,440 Year ending December 31, 2027 ​ 135,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 917,800 Less imputed interest ​ (223,383) Present value of payments ​ $ 694,417 ​ Expenses incurred with respect to the Company’s operating leases during the three and six months ended June 30, 2024 which are included in general and administrative expenses on the condensed consolidated statements of operations are set forth below. The Company had no operating lease payments during the three and six months ended June 30, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ June 30, 2024 June 30, 2023 Operating lease expense: ​ ​ ​ ​ Operating lease expense ​ $ 3,733 ​ — Total operating lease expense ​ $ 3,733 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ June 30, 2024 June 30, 2023 Operating lease expense: ​ ​ ​ ​ Operating lease expense ​ $ 3,733 ​ — Total operating lease expense ​ $ 3,733 ​ $ — ​ The weighted average remaining lease term and the weighted average discount rate on the operating leases are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 ​ Weighted average remaining lease term 3.5 years — years Weighted average discount rate 18.2 % — % ​ Finance Leases As a result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (See Note 3 – Business Combination Note 9 - Commitments, Contingencies, and Concentration Risk Finance right-of-use assets are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Equipment Lease ​ $ 736,624 ​ $ — Less accumulated amortization ​ (3,540) ​ — Right-of-use, net ​ $ 733,084 ​ $ — ​ Finance lease liabilities are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Equipment Lease ​ $ 739,417 ​ $ — Less: current portion ​ (507,538) ​ — Long term portion ​ $ 231,879 ​ $ — ​ Future minimum payments under the finance lease are as follows: ​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 449,683 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,485 Total future minimum lease payments ​ 829,926 Less imputed interest ​ (90,509) Present value of payments ​ $ 739,417 ​ Expenses incurred with respect to the Company’s finance leases during the three and six months ended June 30, 2024 which are included in general and administrative expenses on the condensed consolidated statements of operations are set forth below. The Company had no finance lease payments during the three and six months ended June 30, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ June 30, 2024 June 30, 2023 Finance lease amortization ​ $ 3,540 ​ $ — Finance lease interest ​ 559 ​ — Total finance lease expense ​ $ 4,099 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ June 30, 2024 June 30, 2023 Finance lease amortization ​ $ 3,540 ​ $ — Finance lease interest ​ 559 ​ — Total finance lease expense ​ $ 4,099 ​ $ — ​ The weighted average remaining lease term and the weighted average discount rate on the finance leases are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Weighted average remaining lease term 2.1 years — years Weighted average discount rate 19.3 % — % ​ ​

Factoring Payable

Factoring Payable	6 Months Ended
	Jun. 30, 2024
Factoring Payable
Factoring Payable	Note 6 As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following factoring payable liabilities from iDoc (See further Note 3 – Business Combination no (1). (2). (3). (4). (5). (6). (7).

Line of Credit and Notes Payabl

Line of Credit and Notes Payable	6 Months Ended
	Jun. 30, 2024
Line of Credit and Notes Payable.
Line of Credit and Notes Payable	Note 7 The following is a summary of the notes payable and line of credit as of June 30, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Notes Payable & Line of Credit June 30, 2024 December 31, 2023 Note payable issued November 29, 2021 ​ $ 336,983 ​ $ — Line of credit issued November 29, 2021 ​ 456,097 ​ — Note payable issued December 1, 2021 ​ 1,500,600 ​ — Note payable issued January 12, 2023 ​ — ​ 220,000 Note payable issued August 3, 2023 ​ 33,000 ​ — Note payable issued August 18, 2023 ​ 64,000 ​ — Note payable issued November 13, 2023 ​ 22,000 ​ — Note payable issued January 14, 2024 ​ 16,200 ​ — Total notes payable and line of credit ​ 2,428,880 ​ 220,000 Less: current portion ​ (928,280) ​ (220,000) Less fair value adjustment for debt ​ ​ (906,659) ​ ​ — Total notes payable and line of credit, net of current portion ​ $ 593,941 ​ $ — ​ Required principal payments under the company’s notes payable and line of credit are as follows: ​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 928,280 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 ​ $ 2,428,880 ​ Description of Notes Payable As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following outstanding notes payable liabilities from iDoc (See further Note 3 – Business Combination (1). 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 June 30, 2024 Note 9 - Commitments, Contingencies, and Concentration Risk (2). (3). Upon an event of default, the interest rate on the note shall increase to the greater of 26% per annum or the maximum rate allowed by the laws governing this agreement. As of June 30, 2024, the promissory note net of unamortized debt discount was $33,000 . (4). Upon an event of default, the interest rate on the note shall increase to the greater of 26% per annum or the maximum rate allowed by the laws governing this agreement. As of June 30, 2024, the promissory note net of unamortized debt discount was $64,000 . (5). Upon an event of default, the interest rate on the note shall increase to the greater of 26% per annum or the maximum rate allowed by the laws governing this agreement. As of June 30, 2024, the promissory note net of unamortized debt discount was $22,000 . (6). Furthermore, on January 12, 2023, VSee Lab 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 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 July 15, 2023. Interest accrued monthly at the annual fixed rate of 12.00%, with principal and interest due upon maturity. On November 21, 2023, VSee Lab, DHAC and the investor entered into a Loan Conversion SPA pursuant to which $220,000 of the promissory note principal balance would be converted into Series A Preferred Stock of the Company at the Closing of the Business Combination. The Company paid off the promissory note by issuing 220 shares of Series A Preferred Stocks to the investor at the Closing. As of June 30, 2024, and December 31, 2023, the promissory note net of unamortized debt discount was $0 and $220,000 , respectively. No amortized debt discount and interest were recognized on the loan during the three and six months ended June 30, 2024. As of June 30, 2024 and December 31, 2023, the Company had $0 and $12,980 in accrued interest, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. Line of credit amendment On November 29, 2021, iDoc received a revolving line of credit from the same bank that issued the $500,000 promissory note as described in the above “ Description of Notes Payable” June 30, 2024 June 30, 2024 Note 9 - Commitments, Contingencies, and Concentration Risk As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the revolving line of credit. As of June 30, 2024, the Company had an outstanding balance of $456,097 on the line of credit. The Company recorded $874 in interest related to the line of credit for the three and six months ended June 30, 2024.The accrued interest balance, which is included within accrued liabilities on the condensed consolidated balance sheets, as of June 30, 2024, is $29,367. Loan Conversions On November 21, 2023, DHAC, VSee Lab, and/or iDoc, as applicable, entered into Securities Purchase Agreements (the “Conversion SPAs”), certain of which were further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”) with various lenders of each of DHAC, VSee and iDoc, pursuant to which certain indebtedness owed by DHAC, VSee Lab and iDoc would be converted into shares of Series A Preferred Stock pursuant to the Conversion SPAs or shares of Common Stock of the Company pursuant to the A&R Loan Conversion SPAs at the Closing of the Business Combination as further described and set forth below. ● On November 21, 2023, DHAC and VSee Lab entered into a Conversion SPA with Whacky Ventures LLC (“Whacky”), pursuant to which certain loans incurred by VSee Lab to Whacky in the aggregate amount of $220,000 was converted into Series A Preferred Shares to be issued to the investor at the Closing. As a result of the Closing of the Business Combination, 220 Series A Preferred Shares of the Company were issued to Whacky on June 24, 2024 and such promissory note owned thereof was paid off. ● On November 1, 2023, DHAC and iDoc, entered into a Conversion SPA with Mark E. Munro Charitable Remainder Unitrust (“Munro Trust”) , pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $300,000 was converted into Series A Shares to be issued to the investor at the Closing. As a result of the Closing of the Business Combination, 300 Series A Preferred Shares were issued to Munro Trust on June 24, 2024 and such promissory note owned thereof was paid off. ● On November 21, 2023 and as further amended and restated on February 13, 2024, DHAC, VSee Lab and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by VSee Lab to the Bridge Investor in the aggregate amount of $600,000 was converted into shares of VSee Health Common Stock to be issued to the Bridge Investor at the Closing. As a result of the Closing of the Business Combination, 300,000 shares of Common Stock were issued to the Bridge Investor on June 24, 2024 and such promissory note owned thereof was paid off. ● On November 21, 2023 and as further amended and restated on February 13, 2024, DHAC, iDoc and Tidewater Ventures, LLC (“Tidewater”), entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 were converted into shares of VSee Health Common Stock to be issued to the Bridge Investor at the Closing. As a result of the Closing of the Business Combination, 292,500 shares of Common Stock were issued to Tidewater on June 24, 2024 and such promissory note owned thereof was paid off. ● On November 21, 2023 and as further amended and restated on February 13,2024, DHAC, iDoc and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 was converted into shares of VSee Health Common Stock to be issued to the Bridge Investor at the Closing. As a result of the Closing of the Business Combination, 300,000 shares of Common Stock were issued to the Bridge Investor on June 24, 2024 and such promissory note owned thereof was paid off. Exchange Note and Exchange Financing For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the Exchange Note due to the reverse merger with DHAC on June 24, 2024. In connection with a securities purchase agreement by and among DHAC, VSee Lab, iDoc and the Bridge Investor dated October 5, 2022 (the “Original Bridge SPA”), DHAC, VSee Lab, and iDoc each issued to the Bridge Investor a 10% original issue discount senior secured convertible notes (collectively the “Original Bridge Notes” and individually, the “DHAC Bridge Notes,” “VSee Bridge Notes” and “iDoc Bridge Notes” when referring to Original Bridge Notes issued to DHAC, VSee Lab, and iDoc, respectively) in an aggregate principal amount of approximately $2,222,222. On November 21, 2023, DHAC, VSee Lab, iDoc and the Bridge Investor entered into an Exchange Agreement. Pursuant to the Exchange Agreement, the Bridge Investor agreed to exchange all amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than the principal amount of $600,000 thereof, and (iii) the iDoc Bridge Note other than the principal amount of $600,000 thereof for a senior secured convertible promissory note with an aggregate principle value of $2,523,744 (the “Exchange Note”). As such, the Company issued and sold the Exchange Note to the Bridge Investor in connection with the Closing of the Business Combination on June 24, 2024. The transactions contemplated by the Exchange Agreement and the Exchange Note is hereby referred as the “Exchange Financing.” The Exchange Note bears interest at a rate of 8% per annum and is convertible into shares of common stock of VSee Health at a fixed conversion price of $10 per share. The conversion price of the Exchange Note 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 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 the amounts due under the Exchange Note pursuant to and in accordance with the terms of the Exchange Agreement. The Exchange Note is also guaranteed by each of the Company, VSee Lab and iDoc and is fully secured by collateral of the Company and its subsidiaries including, without limitation, the intellectual property, trademark, and patent rights. The parties entered into an Amended and Restated Security Agreement and certain intellectual property security agreements on the Closing Date granting such security interest in favor of the Bridge Investor. 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. As a result of the Business Combination, the fair value of the Exchange Note on June 24, 2024 was $6,155,925 in accordance with ASC 480. As of June 30, 2024, the Exchange Note’s fair value was $5,666,873. The Company recognized a total Exchange Note interest expense of $2,804 for the three and six months ended June 30, 2024 and a change in fair value of $489,052. (See further Note 14 – Fair Value Measurements Additional Bridge Financing For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed that certain Additional Bridge Notes due to the reverse merger with DHAC on June 24, 2024. On November 21, 2023, DHAC, VSee Lab and iDoc entered into an amendment to the Original Bridge SPA (the “Bridge Amendment”), pursuant to which the Bridge Investor agreed to purchase additional promissory note 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 on November 21, 2023, which will mature on May 21, 2025 and (2) a $55,556 note (which was purchased on January 25, 2024 and will mature on July 25, 2025) (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, at an initial 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 June 30, 2024, $150,000 pursuant to the Additional Bridge Notes has been funded to the Company. The transactions contemplated by the Bridge Amendment and the Additional Bridge Notes 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-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 Additional Bridge Notes 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. As a result of the Business Combination, the fair value of the Additional Bridge Notes on June 24, 2024 was $466,646 in accordance with ASC 480. As of June 30, 2024, the fair value of the Additional Bridge Notes was $397,408. The Company recognized a total Additional Bridge Note interest expense of $124 for the three and six months ended June 30, 2024 and a change in fair value of $69,238. (See further Note 14 – Fair Value Measurements Extension Note (Extension Financing) For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed certain Extension Note due to the reverse merger with DHAC on June 24, 2024. The Extension Note was paid off in full by the Company in June 2024 and was no longer outstanding as of June 30, 2024. On May 5, 2023, DHAC entered into a securities purchase agreement (the “Extension Purchase Agreement”) with an institutional investor (the “Holder”). Pursuant to the Extension Purchase Agreement, the Company issued the Holder a 16.67% original issue discount promissory note, in favor of the Holder, in the aggregate principal amount of $300,000 (the “Extension Note”). The Extension Note bears guaranteed interest at a rate of 10% per annum and is due and payable on May 5, 2024. On April 17, 2024, the Company and the investor entered into a letter agreement (the “Extension Letter Agreement”), which amended the maturity date of the Extension Note to June 30, 2024 and clarified certain definitions and transaction terms in both the Extension Purchase Agreement and the Extension Note. The Extension Note is also guaranteed by each of VSee Lab and iDoc and was subordinated to the security interests granted to the Bridge Investor. In connection with the Extension Purchase Agreement, on May 5, 2023, DHAC also issued to the Holder (i) warrants with an exercise period of five years to purchase up to 26,086 shares of the Company’s Common Stock at an exercise price of $11.50 per share (the “Extension Warrants”), and (ii) 7,000 shares of DHAC Common Stock as commitment shares (the “Extension Shares”). The Company reviewed the Extension Warrants and Extension Shares issued in connection with the Extension Purchase Agreement under ASC 815 and concluded that the Extension Warrants are not in scope of ASC 480 and are not subject to the Derivative guidance under ASC 815. The Extension Warrants and the Extension Shares should be recorded as equity. As such the principal value of the Extension Note was allocated using the relative fair value basis of all three instruments. As the Extension 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 Extension Note 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 Extension Note proceeds between the Extension Note 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 June 24, 2024 was $33,000 and $335,750 was allocated to the principal balance of the note with $30,000 of accrued interest for a total of $365,750. On June 30, 2024, the Company paid the Extension Note in full in the amount of $365,750 and derecognized the embedded derivative recognizing a change in the fair value of the derivative of $33,000. (See further Note 14 – Fair Value Measurements Quantum Financing Purchase Agreement On November 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and purchased, and DHAC would issue and sell to the Quantum Investor, at the Closing of the Business Combination, a 7% original issue discount convertible promissory note (the “Quantum Convertible Note”) in the aggregate principal amount of $3,000,000. The Quantum Convertible Note was issued and sold to the Quantum Investor subsequent to the Closing of the Business Combination on June 25, 2024. The Quantum Convertible Note was further amended on July 3, 2024, whereby the maturity date of the Quantum Convertible Note was changed from June 25, 2025 to June 30, 2026, and that eighteen months of interest will be guaranteed regardless of early pay or redemption. Furthermore, the Quantum Convertible Note bears an interest at rate of 12% per annum and are convertible into shares of the Company’s Common Stock at (1) a fixed conversion price of $10.00 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Convertible Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Convertible Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30-day anniversary of the Quantum Convertible Note issuance date (the “Average Price”) is less than $10.00, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Convertible Note if the Company provides the Quantum Convertible Note holder a notice at least ten On June 25, 2024, $2,700,000 net of originally issued discount of $210,000 and legal fees of $90,000 pursuant to the Quantum Convertible Note has been funded to the Company. The Quantum Convertible 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 Quantum Convertible Note was accounted for as a liability under ASC 480 upon funding of the note. 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. The original issue discount of $210,000 and direct cost of $90,000 was expensed as interest expense. In addition the company recognized $4,932 interest expense of interest payable included in accounts payable. (See further Note 14 – Fair Value Measurements ELOC / Equity Financing For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed an equity line of credit due to the reverse merger with DHAC and iDoc on June 24, 2024. On November 21, 2023, DHAC entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with the Bridge Investor pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge 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 period (the “Equity Purchase Commitment Period”) beginning from the sixth (6th) trading day following the Closing of the Business Combination transaction (the “Equity Purchase Effective Day”), provided that certain conditions are met. The Company also agreed to file a resale registration statement to register shares of Common Stock to be purchased under the ELOC Purchase Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. During the Equity Purchase Commitment Period, the Company may suspend the use of the resale registration statement to (i) delay the disclosure of material nonpublic information concerning the Company in good faith or (ii) amend the registration statement concerning material information, by providing written notice to the investor. Such suspension cannot be longer than 90 consecutive days (or 120 days in any calendar year). The investor has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s Common Stock. In connection with the Bridge Investor’s commitment to enter into the ELOC transaction, pursuant to the ELOC Purchase Agreement, on July 2, 2024, the Company issued and sold to the Bridge Investor a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company Common Stock at an initial price of $10 per share (the “ELOC Note”). The ELOC Note was issued as a commitment fee. The business combination closed on June 24, 2024, therefore commitment fee was no longer contingent therefore the Company accrued $500,000 commitment fee payable as of June 24, 2024 with a corresponding deferred charge included in other assets. The deferred charge will be allocated and amortized over the ELOC once it is drawn upon. The transaction contemplated by the ELOC Purchase Agreement is hereby referred as “Equity Financing” or “ELOC.” The Company has analyzed the ELOC Purchase Agreement and determined that the contract should be recorded as a liability under ASC 815 and measured at fair value. As a result of the ASC 815 liability classification, the Company is required to re-measure the liability at fair value at each reporting period until the liability is settled. The Company has determined that the fair value of the ELOC Purchase Agreement is based upon management’s expected usage of the facility. The contract provides no scenario in which the Company may exercise the contract at above market rates (i.e., sell shares at a price above which the shares are currently trading in the active market except that when the Company’s per share stock price drops below $2, the Bridge Investor has the discretion to decide whether to purchase the Company’s Common Stock under the ELOC Purchase Agreement at a floor price of $2 per share). Furthermore, the choice to exercise the ELOC Purchase Agreement is solely at the discretion of the Company (i.e., does not obligate the Company in any manner). Additionally, the ELOC Purchase Agreement does not impose a fee or fine if the Company chooses not to exercise the contract, as such that the fair value of the equity contract on June 24, 2024 was $694,512 and $638,321 as of June 30, 2024, resulting in a change in fair value of the ELOC of $56,191. (See further Note 14 – Fair Value Measurements Underwriters’ Agreement For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed liabilities under certain underwriting agreement between DHAC and Alliance Global Partners (“A.G.P”) dated November 3, 2021 (the “Underwriting Agreement”) due to the reverse merger with DHAC on June 24, 2024. In connection with the $4,370,000 deferred underwriting fee payable to A.G.P. under the Underwriting Agreement, on November 3, 2022 and as further amended on November 21, 2023, DHAC executed a Securities Purchase Agreement (as amended) with A.G.P.(the “A.G.P. Securities Purchase Agreement”). Pursuant to the A.G.P. Securities Purchase Agreement, the Company issued 4,370 shares of Series A Preferred Stock (which are convertible into shares of the Company Common Stock) to A.G.P. upon Closing of the Business Combination. As such, the Company’s obligation under the Underwriting Agreement was performed and the fees payable to A.G.P. under the Underwriting Agreement was paid off in full on June 24, 2024. 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. Simple Agreement for Future Equity On August 1, 2023, VSee Lab 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. At the closing of the Business Combination on June 24, 2024, VSee Lab converted the obligation under the SAFE Agreement valued at $135,000 into shares of VSee Lab, which were converted into 12,846 shares valued at the closing price of $12.11 for total value of $155,565 of the VSee Health Common Stock in connection with the Closing and issued such shares to the SAFE investor. As such the Company recognized a loss of $20,565 and it is included in change in fair value of financial instrument. Encompass Purchase Liability As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the principal balance on an acquisition purchase. On January 1, 2022, iDoc acquired 100% of Encompass Healthcare Billing, LLC. (“Encompass”) with a stock purchase agreement to acquire the equity interests of Encompass, according to the acquisition agreement (“Acquisition Agreement”). Per the Acquisition Agreement, iDoc acquired all the outstanding shares of Encompass for a cash payment of $300,000, due upon the closing of the Business Combination. On January 9, 2023, iDoc agreed to an additional obligation of $45,000, which was accounted for as interest expense and reflected in the accrued liabilities as of June 30, 2024. As of June 30, 2024, $269,068, including a fair value adjustment of $27,842, is reflected in the condensed consolidated balance sheet as the Encompass Acquisition liability.

Related Party

Related Party	6 Months Ended
	Jun. 30, 2024
Related Party
Related Party	Note 8 Related Party Related Party Transactions by VSee Lab Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, since the Business Combination was accounted for as a reverse recapitalization between VSee Lab and DHAC, and VSee lab as the accounting acquirer and iDoc as the accounting acquiree and the historical comparative financial information prior to June 24, 2024 as presented in this quarterly report is that of VSee Lab, the following related party transactions incurred by VSee Lab were reported hereby. (1). (2). As of June 30, 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 $15,730 in accrued interest for the three months ended June 30, 2024. The Company ( ) recognized $0 of amortized debt discount and $15,730 in accrued interest for a total interest expense of $15,730 for the six months ended June 30, 2024. The Company ( ) had $33,660 , and $17,930 in accrued interest as of June 30, 2024 and December 31, 2023, respectively, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. (3). principal and interest due upon maturity. The note has a default interest rate of 26% from the default date. As of June 30, 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 $17,160 in accrued interest for the three months ended June 30, 2024. The Company ( ) recognized $0 of amortized debt discount and $17,160 in accrued interest for a total interest expense of $17,160 for the six months ended June 30, 2024. The Company ( ) had $38,280 and $21,120 in accrued interest as of June 30, 2024, and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. (4). As of June 30, 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 $0 of amortized debt discount and $5,005 in accrued interest for a total interest expense of $5,005 for the three months ended June 30, 2024 . The Company ( ) recognized $7,000 of amortized debt discount and $7,315 in accrued interest for a total interest expense of $14,315 for the six months ended June 30, 2024. The Company ( ) had $7,315 and $0 in accrued interest as of June 30, 2024, and December 31, 2023, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets. Related Party Transactions by iDoc For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions incurred by iDoc due to acquisition of iDoc on June 24, 2024 (See further Note 3 – Business Combination) (1) June 30, 2024 (2) receivable Related Party Note Receivable (3) th th twelfth Related Party Loan Payable (4) on July 17, 2024. Interest is accrued at $2,000 per month. The Note was fully satisfied and paid off by the issuance of 114,000 shares of the Company common stock to Mr. Wickersham on the maturity date of June 30, 2024. Related Party Transactions by DHAC For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions incurred by DHAC due to the reverse merger with DHAC on June 24, 2024 (See further Note 11 – Equity) (1). On October 24, 2022, DHAC issued and sold an unsecured promissory note in the aggregate principal amount of $350,000 to Digital Health Sponsor, LLC, the sponsor of DHAC (“Sponsor”) On November 21, 2023, DHAC entered into a Conversion SPA with the Sponsor, pursuant to which the loans in aggregate amount of $350,000 would be converted into Series A Preferred Shares at the Closing of the Business Combination. The Company paid off this promissory note by issuing 350 shares of Series A Preferred Stocks to the Sponsor at the Closing. (2). On February 2, 2023, SCS Capital Partners LLC, a Sponsor affiliate 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 another $200,000 loan to DHAC for operating expenses. The related note bears interest of 10% and would mature on May 5, 2024. 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 of the Business Combination. The Company paid off this promissory note by issuing 765 shares of Series A Preferred Stocks to SCS Capital Partners LLC at the Closing. (3). SCS, LLC, as the administrator of DHAC, incurred monthly office management and other operating expenses since the inception of DHAC. As of November 21, 2023, a total of $153,000 office expense was incurred. On November 21, 2023, DHAC entered into a Conversion SPA with SCS, LLC, pursuant to which the outstanding office expenses in aggregate amount of $153,000 will be converted into Series A Preferred Shares at the Closing of the Business Combination. The Company paid off this outstanding office expense by issuing 153 shares of Series A Preferred Stocks to SCS, LLC at the Closing. The Company has no further obligation regarding this transaction. (4). On June 24, 2024, DHAC owed the Sponsor and certain Sponsor affiliates $504,659 in advance to cover working capital needs, which were non-interest bearing due on demand. On June 25, 2024, $47,800 of such advances were repaid in cash. As of June 30, 2024, $456,859 of advances due to the Sponsor and certain Sponsor affiliates remain due and payable. The Sponsor has no further obligation to fund working capital needs.

Commitments, Contingencies, and

Commitments, Contingencies, and Concentration Risk	6 Months Ended
	Jun. 30, 2024
Commitments, Contingencies, and Concentration Risk
Commitments, Contingencies, and Concentration Risk	Note 9 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 VSee Lab has a reseller agreement for total commitment of $1,049,985 with a vendor to generate revenue opportunities in the international market. As of June 30, 2024, and December 31, 2023, the Company (as the successor of VSee Lab for accounting purposes) made payments and other adjustments of $946,152 and $639,752, respectively, on this reseller agreement. As of June 30, 2024, and December 31, 2023, the Company (as the successor of VSee Lab for accounting purposes) has an unpaid commitment of $103,833 and $410,233, respectively, on this reseller agreement. 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. VSee Lab entered into the reseller agreement to generate market share in the international market, and payments are based on revenues generated by the reseller. For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following commitments by iDoc due to the reverse merger with DHAC and iDoc on June 24, 2024 (See further Note 3 – Business Combination (1). (2). Note 8 Related Party Transactions by iDoc sub-point (3) th th (3). On November 1, 2023, the iDoc entered a forbearance agreement related to the promissory note and line of credit issued by a bank on November 29, 2021, and its finance leases. (See further Note 7 – Line of Credit and Notes Payable). Pursuant to the forbearance agreement, effective November 1, 2023, the interest rate on the promissory note and the line of credit is payable monthly at 3% above the Wall Street Journal prime rate VSee Health, Inc. Incentive Plan DHAC approved and adopted the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing Business Combination. The Incentive Plan provides for an initial share reserve equal to 15% of the number of shares of Company Common Stock outstanding (including shares of Company Common Stock issuable upon conversion of the outstanding Series A Preferred Stock) following the closing after giving effect to the Business Combination. As such, on June 24, 2024, the Company reserved 2,544,021 shares of its Common Stock for issuance under the Incentive Plan. 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 June 30, 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 had no single customer concentration with over 10% or more of the Company total receivable as of June 30, 2024, The Company had five customers whose accounts receivable represented 86% of the Company’s total accounts receivable as of December 31, 2023. The Company had one customer accounting for 12% and three customers accounting for 36% of total revenue for the three months ended June 30, 2024, and 2023, respectively. The Company had one customer accounting for 13% and two customers accounting for 24% of total revenue for the six months that ended June 30, 2024, and 2023, respectively.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Taxes
Income Taxes	Note 10 Income Taxes The Company’s total deferred tax liabilities, deferred tax assets and deferred tax valuation allowances at June 30, 2024 and December 31, 2023 as follows: As of June 30, 2024 and December 31, 2023, the Company has a valuation allowance of $2,152,167 and $2,463,599 against all net domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. The components of income tax expense for the six months ended June 30 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss before taxes ​ $ (2,574,000) ​ $ (1,241,838) Expected United States income tax benefit at statutory rate of 21% $ 540,540 ​ $ 259,956 Expected income tax (expense) benefit at statutory rate of 66.07% and 8.8% at June 30, 2024 and 2023, respectively ​ 1,700,668 ​ 97,282 Total income tax benefit ​ $ 2,241,208 ​ $ 357,238 ​ For the three and six months ended June 30, 2024, the Company recorded income tax benefit of $2,241,208 for continuing operations. The effective tax rate of 87.07% applied to income for six months ended June 30, 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. For the three and six months ended June 30, 2023, the Company (as the successor of VSee Lab for accounting purposes) recorded income tax benefit of $174,395 and $357,238, respectively, for continuing operations. The effective tax rate of 29.8% applied to income for the six months ended June 30, 2023, 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 June 30, 2024 and December 31, 2023, the Company has no unrecognized income tax benefits.

Equity

Equity	6 Months Ended
	Jun. 30, 2024
Equity
Equity	Note 11 Equity Preferred Stock The Company has Series A Convertible Preferred Stock (“Series A Preferred”) outstanding. The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.0001. The Company has allocated 6,500 of such shares for the Series A Preferred and 6,158 shares for Series A Preferred were issued Series A Preferred Stock The Series A Preferred has the following rights and privileges: Voting Dividend – Liquidation – Liquidation Funds Conversion – three Common Stock The Company is authorized to issue 100,000,000 common shares with a par value of $0.0001 per share. In connection with the business combination with DHAC which resulted in a reverse recapitalization, VSee Lab converted the 371,715 shares of Series A preferred stock and 1,228,492 Series A-1 Preferred Stock into VSee Lab Class A common stock for a total of 12,165,889 common stock, which resulted in 4,879,067 shares of Company Common Stock based on an exchange ratio of 0.40. For periods prior to the Business Combination as disclosed in Note 1 above, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio. As of June 30, 2024 and December 31, 2023, there were 14,806,820 and 4,639,643 shares of Common Stock outstanding. Voting rights – Dividend Rights – Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of shares of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of funds legally available for such purposes. Liquidation Rights – In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of the Company’s debts and other liabilities, subject to prior distribution rights of Preferred Stock or any class or series of stock having a preference over the Common Stock, then outstanding, if any. Other rights – The holders of Common Stock have no pre-emptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of holders of the Common Stock will be subject to those of the holders of any shares of the Preferred Stock that the Company may issue in the future. Stock Options In June 2024, the DHAC board of directors and stockholders approved the VSee Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). There are currently 2,544,021 shares reserved for issuance under the 2024 Plan. At the Closing of the Business Combination on June 24, 2024, the Company granted 803,646 stock options with an exercise price equal to $12.11 pursuant to the 2024 Equity Incentive Plan to the individuals, in the amounts, and on the terms set forth in the Business Combination Agreement. The 2024 Plan provides for the grant of stock options, including options that are intended to qualify as “incentive stock options” under Section 422 of the Code, as well as non-qualified stock options. Each award is set forth in a separate agreement with the person who received the award which indicates the type, terms and conditions of the award. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ Options Price Outstanding, December 31, 2023 — ​ $ — Granted 803,646 ​ 12.11 Forfeited — ​ — Outstanding, June 30, 2024 803,646 ​ $ 12.11 ​ ​ ​ ​ ​ ​ Exercisable, June 30, 2024 629,344 ​ $ 12.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Options Price In Years Value Outstanding, December 31, 2023 ​ — ​ $ — ​ — ​ $ — Outstanding, June 30, 2024 ​ 803,646 ​ $ 12.11 ​ 9.99 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, June 30, 2023 ​ 629,344 ​ $ 12.11 ​ 9.99 ​ $ — ​ Intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that had exercise prices that were lower than the per share fair value of the common stock on the related measurement date. In accordance with ASC 718, 174,302 of the options granted are awards granted with a performance condition which will vest over one year from grant date. Two employees who received option at the closing included a performance condition, as such the unvested portion of the options is not considered part of the consideration paid and as such the proportional value of the unvested portion of the options will be recognized over the one-year service period. As of June 30, 2024 the amount was de minimis, as such compensation expense will be recognized going forward. The fair value of the unvested options was estimated using a Black-Scholes option model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the unvested options: ​ ​ ​ ​ ​ ​ ​ As of ​ June 24, 2024 ​ Stock Price ​ $ 12.11 Exercise Price ​ $ 12.11 Volatility ​ 105.00 % Risk free rate of return ​ 4.46 % Expected term (in years) ​ 3 years ​ As of June 30, 2024, unrecognized compensation cost related to the unvested options granted was approximately $1,394,222 . The value of the fully vested options which were included as part of the recapitalization were valued at $5,034,045 on June 24, 2024 grant date and closing of the business combination. Share-based compensation expense of $31,989 was recognized for the three and six months ended June 30, 2024 and no share-based compensation expenses were recognized during the three and six months ended June 30, 2023.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2024
Warrants
Warrants	NOTE 12 DHAC Assumed Warrants The Company has analyzed the Public Warrants, private warrants, Bridge Warrants (as defined below) and the Extension Warrants (as defined below) 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. Below is a summary of the Warrants Outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private Bridge Extension Total Outstanding, December 31, 2023 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Assumed at June 24, 2024 ​ 11,500,000 ​ 557,000 ​ 173,913 ​ 26,086 ​ 12,256,999 Exercised ​ — ​ — ​ — ​ — ​ — Outstanding, June 30, 2024 ​ 11,500,000 ​ 557,000 ​ 173,913 ​ 26,086 ​ 12,256,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Exercise Price ​ 11.50 ​ 11.50 ​ 11.50 ​ 11.50 ​ 11.50 Weighted Average remaining life in years ​ 4.99 ​ 4.99 ​ 3.27 ​ 3.85 ​ 4.27 ​ Public and Private Warrants There are 12,057,000 public and private warrants issued and outstanding 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 are 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 In connection with the closing of the Business Combination, for accounting purposes, it was treated that the Company also assumed the Bridge Warrants which were outstanding with DHAC. 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 In connection with the closing of the Business Combination the Company also assumed the Extension Warrants which were outstanding with DHAC. 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.

Reportable segments

Reportable segments	6 Months Ended
	Jun. 30, 2024
Reportable segments
Reportable segments	Note 13 Reportable segments The Company currently has one primary reportable geographic segment: the United States. As of June 2024, due to the Business Combination (See further Note 3 – Business Combination Summary information regarding the Company’s operating segments is as follows for the six months ended June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Revenue ​ ​ ​ ​ Technology ​ $ 3,144,992 ​ $ 2,886,491 Telehealth ​ ​ 62,569 ​ ​ — Total revenue ​ $ 3,207,561 ​ $ 2,886,491 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss from operations ​ ​ ​ ​ ​ ​ Technology ​ $ (236,002) ​ $ (1,248,272) Telehealth ​ ​ (17,902) ​ ​ ​ Non-operating corporate ​ ​ (890,959) ​ ​ ​ Total loss from operations ​ $ (1,144,863) ​ $ (1,248,272) ​ A reconciliation of the Company’s consolidated segment operating income to consolidated earnings before income taxes as of June 30, 2024 and 2023, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss from operations ​ $ (1,144,863) ​ $ (1,248,272) Interest expense ​ ​ (359,005) ​ (127,262) Other income ​ ​ 2 ​ 19,619 Change in fair value of financial instruments ​ ​ 548,100 ​ 114,077 Initial in fair value on financial instruments ​ ​ (1,618,234) ​ — Total other expenses (income) ​ ​ (1,429,137) ​ ​ 6,434 Loss from operations before income taxes ​ ​ (2,574,000) ​ ​ (1,241,838) (Provision for) benefit from income tax ​ ​ 2,241,208 ​ ​ 357,238 Net loss ​ $ (332,792) ​ $ (884,600) ​ The summary information regarding the reportable segment total assets at June 30, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Total Assets ​ ​ ​ ​ ​ ​ Technology ​ $ 755,046 ​ $ 830,791 Telehealth ​ ​ 76,843,794 ​ ​ — Non-operating corporate ​ ​ 1,388,910 ​ ​ — Total ​ $ 78,987,750 ​ $ 830,791 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Total Goodwill ​ ​ Technology ​ $ — ​ $ — Telehealth ​ 59,900,694 ​ — Non-operating corporate ​ — ​ — Total ​ $ 59,900,694 ​ $ — ​ Some additional summary information regarding the reportable segment depreciation and amortization and capital expenditures at June 30, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Depreciation and Amortization ​ ​ ​ ​ ​ ​ Technology ​ $ 1,716 ​ $ 204 Telehealth ​ ​ 375 ​ ​ — Total ​ $ 2,091 ​ $ 204 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Capital Expenditures ​ ​ ​ ​ ​ ​ Technology ​ $ 10,363 ​ $ 2,690 Telehealth ​ ​ 35,150 ​ ​ — Total ​ $ 45,513 ​ $ 2,690 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Interest Expense ​ ​ Technology ​ $ 47,205 ​ $ 127,262 Telehealth ​ 3,941 ​ — Non-Operating corporate ​ 307,859 ​ Total ​ $ 359,005 ​ $ 127,262 ​

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements
Fair Value Measurements	NOTE 14 The following tables present fair value information as of June 30, 2024 and June 24, 2024, the date of the Business Combination. The Company did not have any fair value instruments as of December 31, 2023. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Convertible note-Quantum ​ $ 4,697,050 ​ $ — ​ $ — ​ $ 4,697,050 ELOC ​ $ 638,321 ​ $ — ​ $ — ​ $ 638,321 Additional Bridge Note ​ $ 397,408 ​ $ — ​ $ — ​ $ 397,408 Exchange Note ​ $ 5,666,873 ​ $ — ​ $ — ​ $ 5,666,873 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, 2024 ​ Fair Value ​ (Level 1) ​ (Level 2) ​ (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 33,000 ​ $ — ​ $ — ​ $ 33,000 ELOC ​ $ 694,512 ​ $ — ​ $ — ​ $ 694,512 Additional Bridge Note ​ $ 466,646 ​ $ — ​ $ — ​ $ 466,646 Exchange Note ​ $ 6,155,925 ​ $ — ​ $ — ​ $ 6,155,925 ​ Measurement Quantum Convertible Note The Company established the initial fair value for the Quantum Convertible Note as of June 25, 2024, which was the date the Quantum Convertible Note was funded. As of June 30, 2024, the fair value was remeasured. As such, the Company used the Monte Carlo model (“MCM”) that fair values the debt. The MCM was used to value the Quantum Convertible Note for the initial periods and subsequent measurement periods. The initial value in excess of proceeds on June 25, 2024, was recognized in the statement of operations under loss on issuance of financial instruments. The change in fair value between initial measurement and June 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments. The Quantum Convertible Note was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of June 30, 2024, due to the use of unobservable inputs. The key inputs into the MCM model for the Quantum Convertible Note were as follows at June 30, 2024 and at June 25, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 25, 2024 Risk-free interest rate ​ 5.10 % ​ 5.10 % Expected term (years) ​ 0.99 ​ 1.00 ​ Volatility ​ 125.00 % ​ 125.00 % Stock price ​ $ 8.75 ​ $ 8.00 ​ Debt discount rate ​ 37.82 % 37.35 % ​ Extension Note Bifurcated Derivative The Company established the initial fair value for the Extension Note Bifurcated Derivative as of June 24, 2024, the date the Business combination closed. As of June 30, 2024, 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 change in fair value between initial measurement and June 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments. The Extension Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date, due to the use of unobservable inputs. The key inputs into the DCF model for the Extension Note Bifurcated Derivative were as follows at June 24, 2024: ​ ​ ​ ​ ​ ​ June 24, 2024 ​ CCC bond rates ​ 14.36 % Expected term (years) ​ — ​ ​ Additional Bridge Note The Company established the initial fair value for the Additional Bridge as of as of June 24, 2024, the date the Business combination closed. As of June 30, 2024, the fair value was remeasured. As such, the Company used a 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 change in fair value between initial measurement and June 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments. The Additional Bridge Note was classified within Level 3 of the fair value hierarchy at June 30, 2024 and June 24, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the Additional Bridge Note were as follows at June 30, 2024, and June 24, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 5.47 % ​ 5.42 % Expected term (years) ​ 0.89 ​ 0.91 ​ Volatility ​ 110.00 % ​ 110.00 % Stock price ​ $ 8.75 ​ $ 12.11 ​ Debt discount rate ​ 41.59 % 41.12 % ​ Exchange Note The Company established the initial fair value for the Exchange Note as of as of June 24, 2024, the date the Business combination closed. As of June 30, 2024, 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 change in fair value between initial measurement and June 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments. The Exchange Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of June 30, 2024 and June 24, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the Exchange Note were as follows at June 30, 2024 and June 24, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 4.98 % ​ 4.98 % Expected term (years) ​ 1.30 ​ 1.32 ​ Volatility ​ 110.00 % ​ 110.20 % Stock price ​ $ 8.75 ​ $ 12.11 ​ Debt discount rate ​ 49.26 % 48.79 % ​ ELOC/Equity Financing The Company established the initial fair value for the ELOC as of as of June 24, 2024, the date the Business combination closed. As of June 30, 2024, 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 change in fair value between initial measurement and June 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments. The ELOC was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of June 30, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the ELOC were as follows at June 30, 2024 and at June 24, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 4.62 % ​ 4.46 % Expected term (years) ​ 2.98 ​ 3.00 ​ Volatility ​ 105.70 % ​ 105.80 % Stock price ​ $ 8.75 ​ $ 12.11 ​ ​ Level 3 Changes in Fair Value The change in the fair value of the Level 3 financial liabilities for the period from June 24, 2024, through June 30, 2024 is summarized as follows: Level 3 Changes in Fair Value of Derivatives for the period from June 24, 2024, through June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bifurcated Exchange Quantum ​ Additional ​ ​ ​ ​ Derivative Note Note Bridge Note ELOC Total Fair value as of December 31, 2023 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Fair value as of June 24, 2024 ​ ​ 33,000 ​ ​ 6,155,925 ​ ​ — ​ ​ 466,646 ​ ​ 694,512 ​ ​ 7,350,083 Initial fair value of Quantum Note at June 25, 2024 ​ ​ — ​ ​ — ​ ​ 4,618,234 ​ ​ — ​ ​ — ​ ​ 4,618,234 Settlement of Exchange Note ​ (33,000) ​ — ​ — ​ — ​ — ​ (33,000) Change in fair value ​ — ​ (489,052) ​ 78,816 ​ (69,238) ​ (56,191) ​ (535,665) Fair value as of June 30, 2024 ​ $ — ​ $ 5,666,873 ​ $ 4,697,050 ​ $ 397,408 ​ $ 638,321 ​ $ 11,399,652 ​ 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 and six months ended June 30, 2024, and 2023.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events
Subsequent Events	Note 15 Subsequent Events On July 3, 2024, the Company and the Quantum Investor entered into an amendment to the Quantum Note (“Amended Note”) to change the maturity date from June 25, 2025, to June 30, 2026, and to provide that eighteen months of interest will be guaranteed regardless of early pay or redemption. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2023, DHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with the Bridge Investor on November 21, 2023. Pursuant to the Equity Purchase Agreement, DHAC agreed to issue to the investor, as a commitment fee for this equity purchase transaction, a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company’s Common Stock at an initial price of $10 per share (the “Equity Purchase Commitment Note”) after the closing of the business combination. On July 2, 2024, the Company issued the Equity Purchase Commitment Note in a principal amount of $500,000 that is payable only in shares of the Company’s Common Stock at an initial price of $10 per share. On August 2, 2024, the Bridge Investor converted (1) $4,630 principal amount under the $55,556 Additional Bridge Note issued and sold to the Bridge Investor on January 25, 2024 and (2) $27,778 principal amount under the $111,111 Additional Bridge Note issued and sold to the Bridge Investor on November 21, 2023 for an aggregate of 14,199 shares of the Company Common Stock. On August 5, 2024, the board approved stock grants totaling 227,500 shares of common stock to vendors as consideration for services rendered and payable. On August 8, 2024, the Bridge Investor converted $500,000 principal amount under the Exchange Note issued and sold to the Bridge Investor on June 24, 2024, for 213,759 shares of the Company Common Stock.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (329,981)	$ (2,811)	$ (424,610)	$ (451,252)	$ (332,792)	$ (875,862)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
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. For periods prior to the Business Combination as disclosed in Note 1 above, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio. See Note 11 - Equity for additional information. The condensed consolidated financial statements include the accounts of VSee Health, Inc. and its subsidiaries, VSee Lab, Inc. and iDoc The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2024, its results of operations, changes in stockholders’ deficit, and statements of cash flows for the three and six months ended June 30, 2024, and 2023, in conformity with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the VSee Lab, Inc’s audited financial statements included on Form 424B3 Prospectus for the period ended December 31, 2023, as filed with the SEC on July 24, 2024. The interim results for the three and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. Certain reclassifications have been made to the amounts in prior periods to conform to the current period's presentation primarily consisting of the breakout of revenue by category and the retroactive application of the recapitalization.
Implications of Being an Emerging Growth Company	Implications of Being an 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. The Company is also a “smaller reporting company,” meaning that either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies.
Segments	Segments The Company determined its reporting units in accordance with ASC 280, Segment Reporting Management has determined that the Company has two consolidated operating segments. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company’s reporting segments are Healthcare Technology (“Technology”) and Telehealth Services (“Telehealth”). VSee Lab, Inc is included in Technology, while iDoc Virtual Telehealth Solutions, Inc. is included in Telehealth.
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 credit losses, the fair value of the ELOC, , the Exchange Note, the Additional Bridge Note (as define below in the “ Additional Bridge Financing 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
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 30 The Company also has service contracts with hospitals or hospital systems, physician practice groups, and other users. These customer contracts typically range from two three years 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. 3) Determine the transaction price 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. 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. The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, subscription services and institutional services provided to our clients. Subscription Service Contracts and Performance Obligation Subscriptions 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 on subscription services 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. 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. 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. Professional Services and Technical Engineering Fees and Performance Obligation Performance obligations in the contract for professional services and technical engineering services are based on the specified quantity of professional service hours to customers. 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. 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 Company uses standalone prices when allocating the transfer price. 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. The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual service hours or the duration of services under the contract. Revenue is recognized based on the percentage of service hours provided to customers. Patient Fees Services and Performance Obligation Patient Fee Services Patient fees represent a series of distinct services because the 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 Company commences revenue recognition on patient services when the Company satisfies its performance obligation to provide professional medical services to patients. 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. 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 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 12-24 hours 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 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. 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. 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 commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation 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.
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. The Company’s Cost of revenue also 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.
Transaction Expenses	Transaction Expenses On June 15, 2022, DHAC entered into the Original Business Combination Agreement with DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, and iDoc. On August 9, 2022, the parties to the Original Business Combination Agreement, entered into the First Amended and Restated Business Combination Agreement, pursuant to which the Original Business Combination Agreement was amended and restated in its entirety. The parties to the First Business Combination Agreement entered into the Second Amended and Restated Business Combination Agreement on October 6, 2022, pursuant to which the First Amended and Restated Business Combination Agreement was amended and restated in its entirety, which was subsequently amended by the First Amendment to the Second Amended and Restated Business Combination Agreement dated November 3, 2022. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee Lab and iDoc entered into the Third Amended and Restated Business Combination Agreement, which was subsequently amended by the First Amendment to the Third Amended and Restated Business Combination Agreement on February 13, 2024 and the Second Amendment to the Third Amended and Restated Business Combination Agreement on April 17, 2024 (as amended, the “Business Combination Agreement”) and concurrently entered into various transactions that provide financing for DHAC, VSee Lab, iDoc and the Company (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”). During the three months ended June 30, 2024 and 2023, the Company (which, for accounting purpose, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June 24, 2024) incurred transaction expenses related to the business combination of $980,807 and $16,059, respectively, for professional fees, including legal, taxation, business consulting, and audit services. During the six months ended June 30, 2024 and 2023, the Company (which, for accounting purpose, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June 24, 2024) incurred transaction expenses related to the business combination of $1,007,145 and $57,345, respectively, for professional fees, including legal, taxation, business consulting, and audit services.
Net Loss Per Common Share	Net Loss Per Common Share The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ​ Three months ​ Six months ​ Six months ​ ​ Ended ​ Ended ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ June 30, ​ June 30, ​ 2024 2023 2024 2023 Net loss ​ $ (329,981) ​ $ (424,610) ​ $ (332,792) ​ $ (875,862) Weighted average shares outstanding – basic and diluted ​ ​ 5,302,490 ​ ​ 4,639,643 ​ ​ 4,971,066 ​ ​ 4,639,643 Net loss per share – basic and diluted ​ $ (0.06) ​ $ (0.09) ​ $ (0.07) ​ $ (0.19) Excluded securities:(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ ​ 11,500,000 ​ ​ — ​ ​ 11,500,000 ​ ​ — Private Warrants ​ ​ 557,000 ​ ​ — ​ ​ 557,000 ​ ​ — Bridge Warrants ​ ​ 173,913 ​ ​ — ​ ​ 173,913 ​ ​ — Extension Warrants ​ ​ 26,086 ​ ​ — ​ ​ 26,086 ​ ​ — Quantum Convertible Note (2) ​ ​ 1,502,466 ​ ​ — ​ ​ 1,502,466 ​ ​ — Additional Bridge Notes (2) ​ ​ 86,692 ​ ​ — ​ ​ 86,692 ​ ​ — Exchange Note (2) ​ ​ 1,324,125 ​ ​ — ​ ​ 1,324,125 ​ ​ — Series A Preferred stock common stock equivalents (3) ​ ​ 3,079,000 ​ ​ — ​ ​ 3,079,000 ​ ​ — Stock options granted ​ ​ 803,646 ​ ​ — ​ ​ 803,646 ​ ​ — ● The Company’s dilutive shares have not been included in the computation of diluted net loss per share for the three and six-months ended June 30, 2024, as the result would be anti-dilutive. ● including the interest amount thereon and at the floor conversion price of $2.00 ● assuming the maximum conversion thereon and at the floor conversion price of $2.00
Cash	Cash 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 had no cash equivalents as of June 30, 2024, and December 31, 2023.
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 credit losses 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 As of June 30, 2024 and December 31, 2023, respectively, the allowance for credit losses was $1,741,238 and $32,457, respectively. For the three month ended June 30, 2024 and 2023, the Company recognized $12,227 and $4,410 of bad debt expenses. For the six month ended June 30, 2024 and 2023, the Company recognized $21,428 and $22,718 of bad debt expenses. The following table presents VSee Health’s allowance for credit losses at June 30, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Beginning allowance for credit losses ​ $ 32,457 ​ $ — Allowance for credit losses, due to acquisition ​ 1,696,553 ​ — Allowance for credit losses ​ 21,428 ​ 32,457 Less accounts receivable write-off included in allowance for credit losses above ​ (9,200) ​ — Ending allowance for credit losses ​ $ 1,741,238 ​ $ 32,457
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.
Leases	Leases The Company accounts for leases under ASC Top 842, Leases As permitted under ASC 842, the Company has made an accounting policy election not to apply the recognition provisions of ASC 842 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments “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. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The carrying amounts reflected in the accompanying balance sheets for cash, due from related party, and accounts payable approximate fair value due to their short-term nature. The three levels of the fair value hierarchy under ASC 820 are as follows: ● “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 cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 14 for additional information on assets and liabilities measured at fair value.
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
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 Derivatives and Hedging 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 (as defined below) and the Extension Warrants (as defined below) 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.
Fixed Assets	Fixed Assets Fixed Assets are recorded at historical cost, less accumulated depreciation. No fixed assets is required to be recorded on any transaction less than $1,000. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the six months ended June 30, 2024, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life. The acquisition of iDoc (see further Note 3 – Business Combination three
Goodwill	Goodwill Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the two reporting units using both income and market-based models. Our models contain significant assumptions and accounting estimates about discount rates, future cash flows, and terminal values that could materially affect our operating results or financial position if they were to change significantly in the future and could result in an impairment. We perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. As of June 30, 2024, the fair value of goodwill was $59,900,694, as described in Note 3, Business Acquisition.
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. Intangible assets comprise of developed technology and customer list (See Note 3 – Business Combination). Developed technology and customer relationships are amortized using the straight-line method over the five ten
Impairment of Long-lived and Intangible Assets	Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10 Property Plant and Equipment and Intangibles 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 six months ended June 30, 2024 and 2023.
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.
Going Concern	Going Concern As disclosed in the prior year's financial statements, there were significant doubts about the Company's ability to continue as a going concern due to persistent operating losses during the past two years, and a deteriorating liquidity position from the Company generating negative operating cash. Management has undertaken a series of measures to address these concerns, which include: ● Revenue Enhancement Strategies: The Company and including the acquisition of iDoc on June 24, 2024 (See further Note 3- Business Combination) has won new contracts with larger hospitals and entered new markets, demonstrating the Company’s ability to generate positive revenue growth from its robust pipeline. During the third quarter, service commenced to a client in the new market, driving positive future revenue growth. ● Additional Financing: The Company is in negotiations with an investor for additional financing, which is expected to support its working capital needs and fund its growth initiatives. ● ELOC Financing: The Company has an ELOC agreement dated November 21, 2023, with the right to issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to the lesser of (i) $50,000,000 in the aggregate gross purchase price of newly issued shares of the Company’s common stock. Per the ELOC agreement, the aggregate number of shares issued in connection with the ELOC may not exceed 19.9% of the number of issued and outstanding shares. The Investor shall have the right but not the obligation to purchase shares at the Floor Price if the VWAP on the Advance Notice date is less than the Floor Price ( $2.00 ). Management has determined that the liquidity condition and historical operating losses raises substantial doubt about its ability to continue as a going concern for a period of time of least one year after the date that the accompanying condensed consolidated financial statements are issued. There is no assurance that the Company’s plans to alleviate such concerns will be successful or successful within one year after the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies
Schedule of potentially dilutive shares	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ​ Three months ​ Six months ​ Six months ​ ​ Ended ​ Ended ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ June 30, ​ June 30, ​ 2024 2023 2024 2023 Net loss ​ $ (329,981) ​ $ (424,610) ​ $ (332,792) ​ $ (875,862) Weighted average shares outstanding – basic and diluted ​ ​ 5,302,490 ​ ​ 4,639,643 ​ ​ 4,971,066 ​ ​ 4,639,643 Net loss per share – basic and diluted ​ $ (0.06) ​ $ (0.09) ​ $ (0.07) ​ $ (0.19) Excluded securities:(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ ​ 11,500,000 ​ ​ — ​ ​ 11,500,000 ​ ​ — Private Warrants ​ ​ 557,000 ​ ​ — ​ ​ 557,000 ​ ​ — Bridge Warrants ​ ​ 173,913 ​ ​ — ​ ​ 173,913 ​ ​ — Extension Warrants ​ ​ 26,086 ​ ​ — ​ ​ 26,086 ​ ​ — Quantum Convertible Note (2) ​ ​ 1,502,466 ​ ​ — ​ ​ 1,502,466 ​ ​ — Additional Bridge Notes (2) ​ ​ 86,692 ​ ​ — ​ ​ 86,692 ​ ​ — Exchange Note (2) ​ ​ 1,324,125 ​ ​ — ​ ​ 1,324,125 ​ ​ — Series A Preferred stock common stock equivalents (3) ​ ​ 3,079,000 ​ ​ — ​ ​ 3,079,000 ​ ​ — Stock options granted ​ ​ 803,646 ​ ​ — ​ ​ 803,646 ​ ​ — ● The Company’s dilutive shares have not been included in the computation of diluted net loss per share for the three and six-months ended June 30, 2024, as the result would be anti-dilutive. ● including the interest amount thereon and at the floor conversion price of $2.00 ● assuming the maximum conversion thereon and at the floor conversion price of $2.00
Schedule of allowance for credit losses	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Beginning allowance for credit losses ​ $ 32,457 ​ $ — Allowance for credit losses, due to acquisition ​ 1,696,553 ​ — Allowance for credit losses ​ 21,428 ​ 32,457 Less accounts receivable write-off included in allowance for credit losses above ​ (9,200) ​ — Ending allowance for credit losses ​ $ 1,741,238 ​ $ 32,457

Business Combination (Tables)

Business Combination (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combination
Summary of purchase consideration for iDoc acquisition	​ ​ ​ ​ ​ ​ Amount 4,950,000 shares of common stock issued to sellers at $12.11 per share ​ $ 59,944,500 292,500 shares of common stock issued upon conversion of debt at $12.11 per share ​ 3,542,175 300,000 shares of common stock issued upon conversion of debt at $12.11 per share ​ ​ 3,633,000 300 shares of series A preferred stock issued upon conversion of debt, of which upon conversion, 150,000 shares of common stock are issuable, at $12.11 per share ​ 1,816,500 ​ ​ ​ Total purchase consideration ​ $ 68,936,175
Summary of acquisition date details of purchased intangible assets acquired	​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Useful Life (in Years) Amount Customer relationships ​ 10 ​ $ 2,100,000 Developed technology ​ 5 ​ ​ 10,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 12,100,000
Summary of pro forma financial information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ 2024 2023 2024 2023 Total revenue ​ $ 2,701,485 ​ $ 2,769,241 ​ $ 5,837,245 ​ $ 6,314,200 Net loss ​ $ (1,791,264) ​ $ (1,030,910) ​ $ (2,002,771) ​ $ (2,106,741) Weighted average shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ ​ 14,694,087 ​ ​ 14,692,820 ​ ​ 14,693,450 ​ ​ 14,692,820 Net Loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ (0.12) ​ $ (0.07) ​ $ (0.14) ​ $ (0.14) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ 2024 2023 2024 2023 Amortization of intangible assets ​ $ (552,500) ​ $ (552,500) ​ $ (1,105,000) ​ $ (1,105,000) Transaction expenses ​ $ 182,675 ​ $ 93,059 ​ $ 301,013 ​ $ 275,114
Schedule of Common stock Business Combination	​ ​ ​ ​ ​ Shares DHAC public shares, net of redemptions 114,966 DHAC Sponsor affiliate shares 3,432,000 VSee loan conversions shares 292,500 Bridge Investors shares 630,000 Other current DHAC stockholder shares 27,000 VSee company shares issued in Business Combination 5,246,354 iDoc company shares issued in Business Combination 4,950,000 Total Company common stock outstanding immediately following the Business Combination 14,692,820
iDoc
Business Combination
Schedule of the assets acquired and liabilities assumed as part of the business combination	​ ​ ​ ​ ​ Total purchase price consideration, net of cash acquired of $29,123 $ 68,907,052 ​ ​ ​ ​ Estimated fair value of assets: ​ ​ ​ Accounts receivable, net* ​ $ 2,123,578 Due from related party ​ ​ 992,746 Deferred tax assets, net ​ ​ — Note receivable, related party ​ ​ 245,500 Prepaid expenses and other current assets ​ ​ 164,661 Customer relationships ​ ​ 2,100,000 Developed technology ​ ​ 10,000,000 Right-of-use assets, net ​ ​ 430,359 Right-of-use assets, net - related party ​ ​ 265,058 Fixed assets, net ​ ​ 839,785 Total assets acquired ​ $ 17,161,687 ​ ​ ​ ​ Estimated fair value of liabilities assumed: ​ ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 2,067,552 Line of credit and notes payable, net of discount ​ ​ 2,516,345 Right-of-use liability - operating- related party ​ ​ 265,058 Right-of-use liability - operating ​ ​ 430,359 Right-of-use liability - financing ​ ​ 736,624 Deferred tax liabilities ​ ​ 2,139,391 Total liabilities assumed ​ 8,155,329 ​ ​ ​ ​ Goodwill ​ $ 59,900,694
DHAC
Business Combination
Schedule of the assets acquired and liabilities assumed as part of the business combination	​ ​ ​ ​ ​ Cash - Trust and cash $ 1,323,362 ​ ​ ​ ​ Liabilities assumed ​ Accrued Expenses ​ $ (4,876,314) Due to Sponsor ​ (657,659) Exchange Note ​ (6,155,925) ELOC ​ (694,512) Additional Bridge Notes ​ (466,646) Promissory Note - Related Party ​ (350,000) Promissory Note - SCS Capital LLC ​ (765,000) Deferred Underwriting Fee Payable ​ (4,370,000) Promissory Note - Extension Note ​ (335,750) Extension Note - Embedded Derivative ​ (33,000) Total liabilities assumed ​ (18,704,806) Net equity impact on business combination ​ $ (17,381,444) ​

Fixed Assets (Tables)

Fixed Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Fixed Assets
Schedule of components of fixed assets	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office equipment ​ $ 19,264 ​ $ 3,335 Medical equipment ​ 122,095 ​ 1,000 Furniture ​ 5,045 ​ — Leased equipment ​ ​ 736,624 ​ ​ — Leasehold improvements ​ 6,604 ​ — ​ ​ 889,632 ​ 4,335 Less accumulated depreciation ​ (6,309) ​ (678) Fixed Assets, net ​ $ 883,323 ​ $ 3,657

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
Schedule of operating lease right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office Lease ​ $ 433,173 ​ $ — Less accumulated amortization ​ (1,862) ​ — Right-of-use, net ​ $ 431,311 ​ $ — ​ ​ ​ ​ ​ ​ ​ Office Lease - related party ​ $ 262,244 ​ ​ ​ Less accumulated amortization ​ (1,871) ​ — Right-of-use - related party, net ​ $ 260,373 ​ $ —
Schedule of operating lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Office Lease ​ $ 429,358 ​ $ — Less: current portion ​ (121,509) ​ — Long term portion ​ $ 307,849 ​ $ — ​ ​ ​ ​ ​ ​ ​ Related Party ​ ​ ​ ​ ​ ​ Office Lease ​ $ 265,059 ​ $ — Less: current portion ​ (101,401) ​ — Long term portion ​ $ 163,658 ​ $ —
Schedule of future minimum rent payments under operating lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 199,560 Year ending December 31, 2025 ​ 248,520 Year ending December 31, 2026 ​ 251,440 Year ending December 31, 2027 ​ 135,400 Year ending December 31, 2028 ​ 82,880 Total future minimum lease payments ​ 917,800 Less imputed interest ​ (223,383) Present value of payments ​ $ 694,417
Schedule of finance lease right-of-use assets	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Equipment Lease ​ $ 736,624 ​ $ — Less accumulated amortization ​ (3,540) ​ — Right-of-use, net ​ $ 733,084 ​ $ —
Schedule of finance lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Equipment Lease ​ $ 739,417 ​ $ — Less: current portion ​ (507,538) ​ — Long term portion ​ $ 231,879 ​ $ —
Schedule of future minimum payments under finance lease	​ ​ ​ ​ ​ ​ Total Year ending December 31, 2024 ​ $ 449,683 Year ending December 31, 2025 ​ 243,758 Year ending December 31, 2026 ​ 136,485 Total future minimum lease payments ​ 829,926 Less imputed interest ​ (90,509) Present value of payments ​ $ 739,417
Schedule of expenses incurred for finance leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ June 30, 2024 June 30, 2023 Operating lease expense: ​ ​ ​ ​ Operating lease expense ​ $ 3,733 ​ — Total operating lease expense ​ $ 3,733 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ June 30, 2024 June 30, 2023 Operating lease expense: ​ ​ ​ ​ Operating lease expense ​ $ 3,733 ​ — Total operating lease expense ​ $ 3,733 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 ​ Weighted average remaining lease term 3.5 years — years Weighted average discount rate 18.2 % — % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ June 30, 2024 June 30, 2023 Finance lease amortization ​ $ 3,540 ​ $ — Finance lease interest ​ 559 ​ — Total finance lease expense ​ $ 4,099 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, ​ June 30, 2024 June 30, 2023 Finance lease amortization ​ $ 3,540 ​ $ — Finance lease interest ​ 559 ​ — Total finance lease expense ​ $ 4,099 ​ $ —
Schedule of weighted average remaining lease term and discount rate on finance leases	​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Weighted average remaining lease term 2.1 years — years Weighted average discount rate 19.3 % — %

Line of Credit and Notes Paya_2

Line of Credit and Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2024
Line of Credit and Notes Payable.
Summary of notes payable and line of credit	​ ​ ​ ​ ​ ​ ​ ​ Notes Payable & Line of Credit June 30, 2024 December 31, 2023 Note payable issued November 29, 2021 ​ $ 336,983 ​ $ — Line of credit issued November 29, 2021 ​ 456,097 ​ — Note payable issued December 1, 2021 ​ 1,500,600 ​ — Note payable issued January 12, 2023 ​ — ​ 220,000 Note payable issued August 3, 2023 ​ 33,000 ​ — Note payable issued August 18, 2023 ​ 64,000 ​ — Note payable issued November 13, 2023 ​ 22,000 ​ — Note payable issued January 14, 2024 ​ 16,200 ​ — Total notes payable and line of credit ​ 2,428,880 ​ 220,000 Less: current portion ​ (928,280) ​ (220,000) Less fair value adjustment for debt ​ ​ (906,659) ​ ​ — Total notes payable and line of credit, net of current portion ​ $ 593,941 ​ $ —
Schedule of required principal payments of notes payable and line of credit	​ ​ ​ ​ ​ Year Ending December 31, 2024 $ 928,280 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 ​ $ 2,428,880

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2024
Income Taxes
Schedule of components of income tax expense	​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss before taxes ​ $ (2,574,000) ​ $ (1,241,838) Expected United States income tax benefit at statutory rate of 21% $ 540,540 ​ $ 259,956 Expected income tax (expense) benefit at statutory rate of 66.07% and 8.8% at June 30, 2024 and 2023, respectively ​ 1,700,668 ​ 97,282 Total income tax benefit ​ $ 2,241,208 ​ $ 357,238

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Equity
Schedule of stock options activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ Options Price Outstanding, December 31, 2023 — ​ $ — Granted 803,646 ​ 12.11 Forfeited — ​ — Outstanding, June 30, 2024 803,646 ​ $ 12.11 ​ ​ ​ ​ ​ ​ Exercisable, June 30, 2024 629,344 ​ $ 12.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Options Price In Years Value Outstanding, December 31, 2023 ​ — ​ $ — ​ — ​ $ — Outstanding, June 30, 2024 ​ 803,646 ​ $ 12.11 ​ 9.99 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, June 30, 2023 ​ 629,344 ​ $ 12.11 ​ 9.99 ​ $ —
Schedule of the key assumptions used in valuing the unvested options	​ ​ ​ ​ ​ ​ ​ As of ​ June 24, 2024 ​ Stock Price ​ $ 12.11 Exercise Price ​ $ 12.11 Volatility ​ 105.00 % Risk free rate of return ​ 4.46 % Expected term (in years) ​ 3 years

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jun. 30, 2024
Warrants
Schedule of warrants outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private Bridge Extension Total Outstanding, December 31, 2023 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Assumed at June 24, 2024 ​ 11,500,000 ​ 557,000 ​ 173,913 ​ 26,086 ​ 12,256,999 Exercised ​ — ​ — ​ — ​ — ​ — Outstanding, June 30, 2024 ​ 11,500,000 ​ 557,000 ​ 173,913 ​ 26,086 ​ 12,256,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Exercise Price ​ 11.50 ​ 11.50 ​ 11.50 ​ 11.50 ​ 11.50 Weighted Average remaining life in years ​ 4.99 ​ 4.99 ​ 3.27 ​ 3.85 ​ 4.27

Reportable segments (Tables)

Reportable segments (Tables)	6 Months Ended
	Jun. 30, 2024
Reportable segments
Schedule of segment reporting information	​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Revenue ​ ​ ​ ​ Technology ​ $ 3,144,992 ​ $ 2,886,491 Telehealth ​ ​ 62,569 ​ ​ — Total revenue ​ $ 3,207,561 ​ $ 2,886,491 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss from operations ​ ​ ​ ​ ​ ​ Technology ​ $ (236,002) ​ $ (1,248,272) Telehealth ​ ​ (17,902) ​ ​ ​ Non-operating corporate ​ ​ (890,959) ​ ​ ​ Total loss from operations ​ $ (1,144,863) ​ $ (1,248,272) The summary information regarding the reportable segment total assets at June 30, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Total Assets ​ ​ ​ ​ ​ ​ Technology ​ $ 755,046 ​ $ 830,791 Telehealth ​ ​ 76,843,794 ​ ​ — Non-operating corporate ​ ​ 1,388,910 ​ ​ — Total ​ $ 78,987,750 ​ $ 830,791 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Total Goodwill ​ ​ Technology ​ $ — ​ $ — Telehealth ​ 59,900,694 ​ — Non-operating corporate ​ — ​ — Total ​ $ 59,900,694 ​ $ — ​ Some additional summary information regarding the reportable segment depreciation and amortization and capital expenditures at June 30, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Depreciation and Amortization ​ ​ ​ ​ ​ ​ Technology ​ $ 1,716 ​ $ 204 Telehealth ​ ​ 375 ​ ​ — Total ​ $ 2,091 ​ $ 204 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Capital Expenditures ​ ​ ​ ​ ​ ​ Technology ​ $ 10,363 ​ $ 2,690 Telehealth ​ ​ 35,150 ​ ​ — Total ​ $ 45,513 ​ $ 2,690 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Interest Expense ​ ​ Technology ​ $ 47,205 ​ $ 127,262 Telehealth ​ 3,941 ​ — Non-Operating corporate ​ 307,859 ​ Total ​ $ 359,005 ​ $ 127,262 ​
Schedule of reconciliation of consolidated segment operating income to consolidated earnings before taxes	​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Loss from operations ​ $ (1,144,863) ​ $ (1,248,272) Interest expense ​ ​ (359,005) ​ (127,262) Other income ​ ​ 2 ​ 19,619 Change in fair value of financial instruments ​ ​ 548,100 ​ 114,077 Initial in fair value on financial instruments ​ ​ (1,618,234) ​ — Total other expenses (income) ​ ​ (1,429,137) ​ ​ 6,434 Loss from operations before income taxes ​ ​ (2,574,000) ​ ​ (1,241,838) (Provision for) benefit from income tax ​ ​ 2,241,208 ​ ​ 357,238 Net loss ​ $ (332,792) ​ $ (884,600)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements
Schedule of fair value information on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 Fair Value (Level 1) (Level 2) (Level 3) Liabilities: ​ ​ ​ ​ Convertible note-Quantum ​ $ 4,697,050 ​ $ — ​ $ — ​ $ 4,697,050 ELOC ​ $ 638,321 ​ $ — ​ $ — ​ $ 638,321 Additional Bridge Note ​ $ 397,408 ​ $ — ​ $ — ​ $ 397,408 Exchange Note ​ $ 5,666,873 ​ $ — ​ $ — ​ $ 5,666,873 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, 2024 ​ Fair Value ​ (Level 1) ​ (Level 2) ​ (Level 3) Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Extension Note – Bifurcated Derivative ​ $ 33,000 ​ $ — ​ $ — ​ $ 33,000 ELOC ​ $ 694,512 ​ $ — ​ $ — ​ $ 694,512 Additional Bridge Note ​ $ 466,646 ​ $ — ​ $ — ​ $ 466,646 Exchange Note ​ $ 6,155,925 ​ $ — ​ $ — ​ $ 6,155,925
Schedule of changes in the fair value of financial liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Extension Note ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bifurcated Exchange Quantum ​ Additional ​ ​ ​ ​ Derivative Note Note Bridge Note ELOC Total Fair value as of December 31, 2023 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Fair value as of June 24, 2024 ​ ​ 33,000 ​ ​ 6,155,925 ​ ​ — ​ ​ 466,646 ​ ​ 694,512 ​ ​ 7,350,083 Initial fair value of Quantum Note at June 25, 2024 ​ ​ — ​ ​ — ​ ​ 4,618,234 ​ ​ — ​ ​ — ​ ​ 4,618,234 Settlement of Exchange Note ​ (33,000) ​ — ​ — ​ — ​ — ​ (33,000) Change in fair value ​ — ​ (489,052) ​ 78,816 ​ (69,238) ​ (56,191) ​ (535,665) Fair value as of June 30, 2024 ​ $ — ​ $ 5,666,873 ​ $ 4,697,050 ​ $ 397,408 ​ $ 638,321 ​ $ 11,399,652
Convertible note - Quantum
Fair Value Measurements
Schedule of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 25, 2024 Risk-free interest rate ​ 5.10 % ​ 5.10 % Expected term (years) ​ 0.99 ​ 1.00 ​ Volatility ​ 125.00 % ​ 125.00 % Stock price ​ $ 8.75 ​ $ 8.00 ​ Debt discount rate ​ 37.82 % 37.35 %
Extension Note Bifurcated Derivative
Fair Value Measurements
Schedule of key inputs	​ ​ ​ ​ ​ ​ June 24, 2024 ​ CCC bond rates ​ 14.36 % Expected term (years) ​ — ​
Additional Bridge Notes
Fair Value Measurements
Schedule of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 5.47 % ​ 5.42 % Expected term (years) ​ 0.89 ​ 0.91 ​ Volatility ​ 110.00 % ​ 110.00 % Stock price ​ $ 8.75 ​ $ 12.11 ​ Debt discount rate ​ 41.59 % 41.12 %
Exchange Note
Fair Value Measurements
Schedule of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 4.98 % ​ 4.98 % Expected term (years) ​ 1.30 ​ 1.32 ​ Volatility ​ 110.00 % ​ 110.20 % Stock price ​ $ 8.75 ​ $ 12.11 ​ Debt discount rate ​ 49.26 % 48.79 %
ELOC
Fair Value Measurements
Schedule of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 June 24, 2024 Risk-free interest rate ​ 4.62 % ​ 4.46 % Expected term (years) ​ 2.98 ​ 3.00 ​ Volatility ​ 105.70 % ​ 105.80 % Stock price ​ $ 8.75 ​ $ 12.11 ​

Organization and Description _2

Organization and Description of Business (Details) - USD ($)	Aug. 08, 2024	Jun. 24, 2024	Nov. 21, 2023	Jul. 02, 2024	Jun. 30, 2024	Jun. 25, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Combination
Common stock, par value (in dollars per share)		$ 0.0001			$ 0.0001		$ 0.0001
Number of shares of common stock per warrant or right		1
Exercise price of warrants (in dollars per share)		$ 11.50
Preferred stock, par value (in dollars per share)					$ 0.0001		$ 0.0001
Common stock outstanding immediately following the closing of the Business Combination		14,692,820			14,806,820	14,692,820	4,639,643
Conversion price (in dollars per share)			$ 10		$ 2
Total Goodwill					$ 59,900,694
DHAC
Business Combination
Exercise price of warrants (in dollars per share)					$ 11.50
Accounts payable and accrued liabilities, current
Business Combination
Excise tax payable								$ 72,395
Bridge Investor | Equity Purchase Agreement | DHAC
Business Combination
Maximum amount of shares issuable			$ 50,000,000
Term for shares to be issued			36 months
Quantum Investor | Quantum Purchase Agreement
Business Combination
Aggregate principal amount			$ 3,000,000
Original issue discount (in percentage)			7%
Exchange Note
Business Combination
Conversion price (in dollars per share)		$ 10
Exchange Note | Subsequent Event
Business Combination
Number of shares issued on conversion of debt	213,759
Exchange Note | Bridge Investor | Bridge Exchange Agreement
Business Combination
Aggregate principal amount			$ 2,523,744
Quantum Convertible Note
Business Combination
Aggregate principal amount			$ 3,000,000
Original issue discount (in percentage)			7%
Equity Purchase Commitment Note | Bridge Investor | Equity Purchase Agreement | Subsequent Event
Business Combination
Principal amount of debt issuable				$ 500,000
Equity Purchase Commitment Note | Quantum Investor | Equity Purchase Agreement | Subsequent Event
Business Combination
Conversion price (in dollars per share)				$ 10
Lenders under A&R Loan Conversion SPAs
Business Combination
Number of shares issued on conversion of debt		892,500
Common stock outstanding immediately following the closing of the Business Combination						892,500
DHAC founders
Business Combination
Common stock outstanding immediately following the closing of the Business Combination						3,432,000
DHAC stockholders
Business Combination
Common stock outstanding immediately following the closing of the Business Combination						57,000
VSee Lab stockholders
Business Combination
Common stock outstanding immediately following the closing of the Business Combination						5,246,354
iDoc stockholders
Business Combination
Common stock outstanding immediately following the closing of the Business Combination						4,950,000
Public stockholders formerly DHAC
Business Combination
Common stock outstanding immediately following the closing of the Business Combination						114,966
Series A Preferred Stock
Business Combination
Preferred stock, par value (in dollars per share)		$ 0.0001
Shares issued for services performed by A.G.P.			4,370
Series A Preferred Stock | Lenders under Loan Conversion SPAs
Business Combination
Number of shares issued on conversion of debt		1,788
DHAC
Business Combination
Common stock outstanding immediately following the closing of the Business Combination					3,603,933
Total Goodwill		$ 0
Other intangible assets		$ 0
iDoc
Business Combination
Number of shares of common stock called by each rights issued		994.38
Total Goodwill		$ 59,900,694
VSee Lab
Business Combination
Number of shares of common stock per warrant or right		0.40

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 24, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment customer $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 23, 2024	Mar. 28, 2024 USD ($)	Nov. 23, 2023 $ / shares	Nov. 21, 2023 USD ($) $ / shares
Summary of Significant Accounting Policies
Number of operating segments | segment				2
Transaction expenses		$ 980,807	$ 16,059	$ 1,007,145	$ 57,345
Conversion price (in dollars per share) | $ / shares		$ 2		$ 2						$ 10
Preferred stock, conversion rate (in dollars per share) | $ / shares		$ 2		$ 2
Total Goodwill		$ 59,900,694		$ 59,900,694
Allowance for credit losses	$ 1,696,553			1,696,553
Allowance for doubtful accounts		1,741,238		1,741,238		$ 32,457
Allowance for expected credit losses		12,227	$ 4,410	21,428	22,718	32,457
Fixed asset recognition threshold				1,000
Impairment charges				0	$ 0
Cash equivalents		0		0		$ 0
Developed technology
Summary of Significant Accounting Policies
Fair value		$ 10,000,000		$ 10,000,000
Estimated useful lives		5 years		5 years
Customer list, net
Summary of Significant Accounting Policies
Fair value		$ 2,100,000		$ 2,100,000
Estimated useful lives		10 years		10 years
Series A Preferred Stock
Summary of Significant Accounting Policies
Preferred stock, conversion rate (in dollars per share) | $ / shares	$ 2	$ 10		$ 10
Additional Bridge Notes
Summary of Significant Accounting Policies
Conversion price (in dollars per share) | $ / shares										$ 10
Aggregate principal amount										$ 150,000
ELOC
Summary of Significant Accounting Policies
Conversion price (in dollars per share) | $ / shares										$ 10
Maximum value of shares agreed to be purchased										$ 50,000,000
Aggregate principal amount	$ 500,000									$ 500,000
Shares issuable										19.90%
Floor price of share | $ / shares									$ 2
Employee Stock Option
Summary of Significant Accounting Policies
Anti-dilutive shares outstanding | shares		803,646		803,646
Office and medical equipment
Summary of Significant Accounting Policies
Useful life		3 years		3 years
Minimum | Office, medical equipment, and furniture
Summary of Significant Accounting Policies
Useful life		3 years		3 years
Maximum | Office, medical equipment, and furniture
Summary of Significant Accounting Policies
Useful life		10 years		10 years
Subscription services
Summary of Significant Accounting Policies
Term of contract				12 months
Notice period for cancelation of contract				30 days
Service contracts with hospitals or hospital systems, physician practice groups, and other users | Minimum
Summary of Significant Accounting Policies
Term of contract				2 years
Service contracts with hospitals or hospital systems, physician practice groups, and other users | Maximum
Summary of Significant Accounting Policies
Term of contract				3 years
Telehealth and Institutional Services
Summary of Significant Accounting Policies
Number of top customers | customer				2
IDoc Virtual Telehealth Solutions, Inc
Summary of Significant Accounting Policies
Aggregate principal amount								$ 224,000
VSee Lab, Inc
Summary of Significant Accounting Policies
Ownership percentage		100%		100%
IDoc Virtual Telehealth Solutions, Inc
Summary of Significant Accounting Policies
Ownership percentage		100%		100%
Encompass Healthcare Billing, LLC | IDoc Virtual Telehealth Solutions, Inc
Summary of Significant Accounting Policies
Ownership percentage		100%		100%
This American Doc | VSee Lab, Inc
Summary of Significant Accounting Policies
Ownership percentage							53.80%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss Per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Nov. 21, 2023
Net Loss Per Common Share
Net Income (Loss)	$ (329,981)	$ (2,811)	$ (424,610)	$ (451,252)	$ (332,792)	$ (875,862)
Weighted average number of common shares outstanding, basic (in shares)	5,302,490		4,639,643		4,971,066	4,639,643
Weighted average number of common shares outstanding, diluted (in shares)	5,302,490		4,639,643		4,971,066	4,639,643
Basic loss per common share (in dollars per share)	$ (0.06)		$ (0.09)		$ (0.07)	$ (0.19)
Diluted loss per common share (in dollars per share)	(0.06)		$ (0.09)		(0.07)	$ (0.19)
Excluded securities:
Conversion price (in dollars per share)	2				2		$ 10
Preferred stock, conversion rate (in dollars per share)	$ 2				$ 2
Public Warrants
Excluded securities:
Anti-dilutive shares outstanding	11,500,000				11,500,000
Private Warrants
Excluded securities:
Anti-dilutive shares outstanding	557,000				557,000
Bridge Warrants
Excluded securities:
Anti-dilutive shares outstanding	173,913				173,913
Extension Warrants
Excluded securities:
Anti-dilutive shares outstanding	26,086				26,086
Quantum Convertible Note
Excluded securities:
Anti-dilutive shares outstanding	1,502,466				1,502,466
Additional Bridge Notes
Excluded securities:
Anti-dilutive shares outstanding	86,692				86,692
Exchange Note
Excluded securities:
Anti-dilutive shares outstanding	1,324,125				1,324,125
Series A Preferred stock common stock equivalents
Excluded securities:
Anti-dilutive shares outstanding	3,079,000				3,079,000
Stock options granted
Excluded securities:
Anti-dilutive shares outstanding	803,646				803,646

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Accounts Receivable and Credit losses (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning allowance for credit losses				$ 32,457
Allowance for credit losses, due to acquisition	$ 1,696,553			1,696,553
Allowance for expected credit losses		$ 12,227	$ 4,410	21,428	$ 22,718	$ 32,457
Less accounts receivable write-off included in allowance for credit losses above				(9,200)
Ending allowance for credit losses		$ 1,741,238		$ 1,741,238		$ 32,457

Business Combination - Purchase

Business Combination - Purchase Consideration (Details) - iDoc	Jun. 24, 2024 USD ($) $ / shares shares
Business Combination
4,950,000 shares of common stock issued to sellers at $12.11 per share | $	$ 59,944,500
150,000 shares of preferred stock issued upon conversion of debt at $12.11 per share | $	1,816,500
Total purchase consideration | $	$ 68,936,175
Number of shares of common stock issued to seller	4,950,000
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition (in shares)	592,500
Share price per share | $ / shares	$ 12.11
Common stock issuable upon conversion	150,000
Series A Preferred Stock
Business Combination
Number of shares of common stock issued to seller	150,000
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition (in shares)	300
Common stock issuable upon conversion	300
One of the lenders under A&R Loan Conversion SPAs
Business Combination
Shares of common stock issued upon conversion of debt at $12.11 per share | $	$ 3,542,175
Share price per share | $ / shares	$ 12.11
Number of shares of common stock issued upon conversion of debt	292,500
Lenders under A&R Loan Conversion SPAs
Business Combination
Shares of common stock issued upon conversion of debt at $12.11 per share | $	$ 3,633,000
Number of shares of common stock issued to seller	300,000
Share price per share | $ / shares	$ 12.11
Number of shares of common stock issued upon conversion of debt	300,000

Business Combination - Prelimin

Business Combination - Preliminary allocation of total purchase consideration (Details) - USD ($)		6 Months Ended
	Jun. 24, 2024	Jun. 30, 2024
Estimated fair value of liabilities assumed:
Total liabilities assumed	$ 18,704,806
Total Goodwill		$ 59,900,694
iDoc
Business Combination
Total purchase price consideration, net of cash acquired of $29,123	68,907,052
Estimated fair value of assets:
Accounts receivable, net	2,123,578
Due from related party	992,746
Note receivable, related party	245,500
Prepaid expenses and other current assets	164,661
Right-of-use assets, net	430,359
Fixed assets, net	839,785
Total assets acquired	17,161,687
Estimated fair value of liabilities assumed:
Accounts payable, accrued expenses and other current liabilities	2,067,552
Line of credit and notes payable, net of discount	2,516,345
Right-of-use liability - operating	430,359
Right-of-use liability - financing	736,624
Deferred tax liabilities	2,139,391
Total liabilities assumed	8,155,329
Total Goodwill	59,900,694
Cash acquired in Business Combination	29,123	$ 29,123
iDoc | Related party
Estimated fair value of assets:
Right-of-use assets, net	265,058
Estimated fair value of liabilities assumed:
Right-of-use liability - operating	265,058
iDoc | Customer relationships
Estimated fair value of assets:
Customer relationships	2,100,000
iDoc | Developed technology
Estimated fair value of assets:
Customer relationships	$ 10,000,000

Business Combination - Purcha_2

Business Combination - Purchased Intangible Assets (Details) - iDoc	Jun. 24, 2024 USD ($)
Business Combination
Amount	$ 12,100,000
Customer relationships
Business Combination
Estimated life of customer list (in years)	10 years
Amount	$ 2,100,000
Developed technology
Business Combination
Estimated life of customer list (in years)	5 years
Amount	$ 10,000,000

Business Combination - Pro form

Business Combination - Pro forma Financial Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pro Forma Information
Total revenue	$ 2,701,485	$ 2,769,241	$ 5,837,245	$ 6,314,200
Net loss	$ (1,791,264)	$ (1,030,910)	$ (2,002,771)	$ (2,106,741)
Weighted average shares, basic	14,694,087	14,692,820	14,693,450	14,692,820
Net Loss per share, basic	$ (0.12)	$ (0.07)	$ (0.14)	$ (0.14)
Pro Forma Adjustments
Amortization of intangible assets	$ (552,500)	$ (552,500)	$ (1,105,000)	$ (1,105,000)
Transaction expenses	$ 182,675	$ 93,059	$ 301,013	$ 275,114

Business Combination - Recapita

Business Combination - Recapitalization (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 25, 2024	Dec. 31, 2023
Business Combination
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001			$ 0.0001
Number of shares of common stock per warrant or right	1
Exercise price of warrants (in dollars per share)	$ 11.50
Shares and options granted	$ 60,500,000
Share-based compensation expense		$ 31,989	$ 0	$ 31,989	$ 0
Conversion of convertible securities	292,500
Common stock outstanding immediately following the closing of the Business Combination	14,692,820	14,806,820		14,806,820		14,692,820	4,639,643
DHAC public shareholders
Business Combination
Number of shares issued	114,966
DHAC founders
Business Combination
Number of shares issued	3,432,000
Common stock outstanding immediately following the closing of the Business Combination						3,432,000
Bridge Investor
Business Combination
Number of shares issued	630,000
Other Current DHAC Shareholders
Business Combination
Number of shares issued	27,000
Employee Stock Option
Business Combination
Vested	803,646
Share-based compensation expense	$ 0
Share-based payment award, shares issued in period	174,302
Award requisite service period	1 year
Employee Stock Option | Minimum
Business Combination
Share-based payment award, award vesting rights, percentage	40%
Employee Stock Option | Maximum
Business Combination
Share-based payment award, award vesting rights, percentage	60%
iDoc
Business Combination
Number of shares of common stock called by each rights issued	994.38
Shares for iDoc acquisition (shares)	4,950,000
VSee Lab, Inc
Business Combination
Number of shares of common stock per warrant or right	0.40
Shares for iDoc acquisition (shares)	5,246,354

Business Combination - Summary

Business Combination - Summary of recapitalization and net equity (Details) - USD ($)	Jun. 30, 2024	Jun. 25, 2024	Jun. 24, 2024	Dec. 31, 2023
Business Combination
Cash - Trust and cash			$ (1,323,362)
Common stock, shares outstanding	14,806,820	14,692,820	14,692,820	4,639,643
Liabilities assumed
Accrued Expenses			$ (4,876,314)
Due to Sponsor			(657,659)
Exchange Note			(6,155,925)
ELOC			(694,512)
Additional Bridge Notes			(466,646)
Promissory Note - Related Party			(350,000)
Promissory Note - SCS Capital LLC			(765,000)
Deferred Underwriting Fee Payable			(4,370,000)
Promissory Note - Extension Note			(335,750)
Extension Note - Embedded Derivative			(33,000)
Total liabilities assumed			(18,704,806)
Net equity impact on business combination			$ (17,381,444)
DHAC
Business Combination
Common stock, shares outstanding	3,603,933
Liabilities assumed
Net equity impact on business combination	$ 17,381,444

Business Combination - Addition

Business Combination - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Combination
Transaction expenses		$ 980,807	$ 16,059	$ 1,007,145	$ 57,345
Preferred stock, conversion rate (in dollars per share)		$ 2		$ 2
Series A Preferred Stock
Business Combination
Preferred stock, conversion rate (in dollars per share)	$ 2	$ 10		$ 10
iDoc
Business Combination
Equity interests issuable	5,692,500
Number of shares issued for business combination (in shares)	5,542,500
Share price per share	$ 12.11
Gross contractual accounts receivable	$ 3,800,000
Gross contractual accounts receivable not expected to be collected	1,700,000
Revenue since the date of acquisition				$ 62,569
Net loss since the date of acquisition				21,843
Transaction expenses		$ 980,807		$ 1,007,145
Aggregate principal amount of outstanding notes	3,509,000
Aggregate fair value of notes	2,516,000
Notes converted	$ 1,485,000
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition (in shares)	592,500
Common stock issuable upon conversion	150,000
iDoc | Series A Preferred Stock
Business Combination
Preferred shares issued to settled idoc debt as part of the consideration in the acquisition (in shares)	300
Common stock issuable upon conversion	300
Preferred stock, conversion rate (in dollars per share)	$ 2

Fixed Assets (Details)

Fixed Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 24, 2024	Dec. 31, 2023
Fixed Assets
Fixed Assets, gross	$ 889,632		$ 889,632			$ 4,335
Less accumulated depreciation	(6,309)		(6,309)			(678)
Fixed Assets, net	883,323		883,323			3,657
Depreciation expense	1,473	$ 157	2,091	$ 204
Finance lease amortization	3,540	$ 0	3,540	$ 0
Office equipment
Fixed Assets
Fixed Assets, gross	19,264		19,264			3,335
Property and equipment					$ 11,709
Medical equipment
Fixed Assets
Fixed Assets, gross	122,095		122,095			$ 1,000
Property and equipment					79,801
Furniture
Fixed Assets
Fixed Assets, gross	5,045		5,045
Property and equipment					5,045
Leased equipment
Fixed Assets
Fixed Assets, gross	736,624		736,624
Property and equipment					736,624
Leasehold improvements
Fixed Assets
Fixed Assets, gross	$ 6,604		$ 6,604
Property and equipment					$ 6,604

Leases - Operating Lease (Detai

Leases - Operating Lease (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Aug. 31, 2028	Aug. 31, 2027	Aug. 31, 2026	Aug. 31, 2025	Aug. 31, 2024
Leases
Lessee operating lease term of contract	3 years 6 months	3 years 6 months
Operating lease expense	$ 3,733	$ 3,733
Minimum
Leases
Incremental borrowing rate used for operating leases (in %)	17.90%	17.90%
Maximum
Leases
Incremental borrowing rate used for operating leases (in %)	18.50%	18.50%
Weighted average
Leases
Incremental borrowing rate used for operating leases (in %)	18.30%	18.30%
Texas
Leases
Monthly required lease payments		$ 10,000
Subsequent Event | Massachusetts
Leases
Monthly required lease payments			$ 10,360	$ 10,120	$ 9,870	$ 9,630	$ 9,380
Office Space in Houston | Texas
Leases
Monthly required lease payments		$ 1,000

Leases - Operating right-of-use

Leases - Operating right-of-use assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Right-of-use, net	$ 691,684
Related party
Lessee, Lease, Description [Line Items]
Office Lease	262,244
Less accumulated amortization	(1,871)
Right-of-use, net	$ 260,373	$ 0
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Right-of-use, net	Right-of-use, net
Nonrelated party
Lessee, Lease, Description [Line Items]
Office Lease	$ 433,173
Less accumulated amortization	(1,862)
Right-of-use, net	$ 431,311

Leases - Operating lease liabil

Leases - Operating lease liabilities (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Office Lease	$ 694,417
Less: current portion	(222,910)
Right-of-use liability - operating, less current portion, related party	471,507
Related party
Lessee, Lease, Description [Line Items]
Office Lease	265,059
Less: current portion	$ (101,401)	$ 0
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Less: current portion	Less: current portion
Right-of-use liability - operating, less current portion, related party	$ 163,658	$ 0
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Right-of-use liability - operating, less current portion, related party	Right-of-use liability - operating, less current portion, related party
Nonrelated party
Lessee, Lease, Description [Line Items]
Office Lease	$ 429,358
Less: current portion	(121,509)
Right-of-use liability - operating, less current portion, related party	$ 307,849

Leases - Operating lease future

Leases - Operating lease future minimum rent payments (Details)	Jun. 30, 2024 USD ($)
Operating Lease - Future minimum rent payments
Year ending December 31, 2024	$ 199,560
Year ending December 31, 2025	248,520
Year ending December 31, 2026	251,440
Year ending December 31, 2027	135,400
Year ending December 31, 2028	82,880
Total future minimum lease payments	917,800
Less imputed interest	(223,383)
Present value of payments	$ 694,417

Leases - operating lease paymen

Leases - operating lease payments (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Operating Lease Expense
Operating lease expense	$ 3,733	$ 3,733
Total operating lease expense	$ 3,733	$ 3,733
Weighted average remaining lease term	3 years 6 months	3 years 6 months	0 years
Weighted average discount rate	18.20%	18.20%

Leases - Finance Lease (Details

Leases - Finance Lease (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Leases
Number of finance leases	3	3
Finance lease monthly payments		$ 20,313
Incremental borrowing rate used for finance leases (in %)	19.30%	19.30%
Finance lease payments	$ 0	$ 0

Leases - Finance lease liabilit

Leases - Finance lease liabilities (Details)	Jun. 30, 2024 USD ($)
Leases
Equipment Lease	$ 739,417
Less: current portion	$ (507,538)
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Less: current portion
Long term portion	$ 231,879
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long term portion

Leases - Finance lease future m

Leases - Finance lease future minimum rent payments (Details)	Jun. 30, 2024 USD ($)
Finance Lease - Future minimum rent payments
Year ending December 31, 2024	$ 449,683
Year ending December 31, 2025	243,758
Year ending December 31, 2026	136,485
Total future minimum lease payments	829,926
Less imputed interest	(90,509)
Present value of payments	$ 739,417

Leases - Finance lease expenses

Leases - Finance lease expenses (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Finance lease amortization	$ 3,540	$ 0	$ 3,540	$ 0
Finance lease interest	559		559
Total finance lease expense	$ 4,099		$ 4,099

Leases - Finance right-of-use a

Leases - Finance right-of-use assets (Details)	Jun. 30, 2024 USD ($)
Leases
Equipment Lease	$ 736,624
Less accumulated amortization	(3,540)
Right-of-use, net	$ 733,084

Leases - Finance lease - Weight

Leases - Finance lease - Weighted average remaining lease term and discount rate (Details)	Jun. 30, 2024	Dec. 31, 2023
Leases
Weighted average remaining lease term	2 years 1 month 6 days	0 years
Weighted average discount rate	19.30%

Factoring Payable (Details)

Factoring Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Apr. 30, 2024	Jan. 11, 2024	Dec. 20, 2023	Nov. 08, 2023	Oct. 13, 2023	Jun. 28, 2023	Jun. 21, 2023
Factoring Payable
Interest rate	0%
Period over which amount is to be collected by purchaser weekly	0 years
Factoring payable	$ 348,463
Future Receipts Sale Agreement 1
Factoring Payable
Future receipts sold								$ 299,000
Net purchase price								207,639
Amount to be collected by purchaser weekly								$ 7,475
Factoring payable	89,977
Future Receipts Sale Agreement 2
Factoring Payable
Future receipts sold							$ 140,000
Net purchase price							100,000
Amount to be collected by purchaser weekly							$ 5,000
Factoring payable	28,357
Future Receipts Sale Agreement 3
Factoring Payable
Future receipts sold						$ 186,250
Net purchase price						125,000
Amount to be collected by purchaser daily						1,552
Factoring payable	111,916
Future Receipts Sale Agreement 4
Factoring Payable
Future receipts sold						108,000
Net purchase price						75,000
Amount to be collected by purchaser daily						$ 697
Factoring payable	35,048
Future Receipts Sale Agreement 5
Factoring Payable
Future receipts sold					$ 111,000
Net purchase price					75,000
Amount to be collected by purchaser daily					$ 1,387
Factoring payable	0
Future Receipts Sale Agreement 6
Factoring Payable
Future receipts sold				$ 228,000
Net purchase price				150,000
Amount to be collected by purchaser daily				$ 1,499
Factoring payable	61,335
Future Receipts Sale Agreement 7
Factoring Payable
Future receipts sold			$ 53,200
Net purchase price			31,500
Amount to be collected by purchaser weekly			$ 2,500
Factoring payable	$ 21,950
Balloon collection		$ 23,200

Line of Credit and Notes Paya_3

Line of Credit and Notes Payable (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	$ 2,428,880	$ 220,000
Less: current portion	(928,280)	(220,000)
Less fair value adjustment for debt	(906,659)
Total notes payable and line of credit, net of current portion	593,941
Note payable issued November 29, 2021 (Face Value: $654,044)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	336,983
Line of credit issued November 29, 2021 (Face Value: $500,000)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	456,097
Note payable issued December 1, 2021 (Face Value: $1,500,700)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	1,500,600
Note payable issued January 12, 2023 (Face Value: $220,000)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount		$ 220,000
Note payable issued August 3, 2023 (Face Value: $33,000)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	33,000
Note payable issued August 18, 2023 (Face Value: $64,000)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	64,000
Note payable issued November 13, 2023 (Face Value: $22,000)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	22,000
Note payable issued January 14, 2024 (Face Value: $16,200)
Line of Credit and Notes Payable
Line of credit and notes payable, less current portion, net of discount	$ 16,200

Line of Credit and Notes Paya_4

Line of Credit and Notes Payable - Principal Payments (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Line of Credit and Notes Payable.
Year Ending December 31, 2024	$ 928,280
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 notes payable and line of credit	$ 2,428,880	$ 220,000

Line of Credit and Notes Paya_5

Line of Credit and Notes Payable - Notes Payable (Details)					3 Months Ended	6 Months Ended
	Jan. 14, 2024 USD ($)	Jan. 01, 2024 USD ($)	Nov. 21, 2023 USD ($) shares	Nov. 01, 2023 USD ($) installment	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Nov. 13, 2023 USD ($)	Aug. 18, 2023 USD ($)	Aug. 03, 2023 USD ($)	Jan. 12, 2023 USD ($)	Feb. 25, 2022 USD ($)	Dec. 01, 2021 USD ($)	Nov. 29, 2021 USD ($)
Line of Credit and Notes Payable
Outstanding balance, promissory note					$ 2,428,880	$ 2,428,880		$ 220,000
Amortized debt discount						$ 7,000	$ 74,568
Note payable issued November 29, 2021
Line of Credit and Notes Payable
Aggregate principal amount															$ 654,044
Annual fixed interest rate (in percentage)															4.284%
Basis spread on the variable rate (in percentage)				3%		8.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						us-gaap:PrimeRateMember
Number of installments | installment				36
Periodic payment				$ 19,409
Outstanding balance, promissory note					336,983	$ 336,983
Total interest expense					637	637
Accrued interest					27,097	27,097
Note payable issued December 1, 2021
Line of Credit and Notes Payable
Aggregate principal amount													$ 1,000,600	$ 500,000
Annual fixed interest rate (in percentage)													3.75%
Periodic payment		$ 7,682
Outstanding balance, promissory note					1,500,600	1,500,600
Total interest expense					925	925
Accrued interest					117,600	117,600
Note payable issued January 12, 2023
Line of Credit and Notes Payable
Aggregate principal amount												$ 220,000
Annual fixed interest rate (in percentage)												12%
Outstanding balance, promissory note								220,000
Accrued interest					0	0	11,953	12,980
Original issue discount (in percentage)												10%
Amortized debt discount							18,417
Interest expense							$ 30,370
Note Payable issued August 3, 2023
Line of Credit and Notes Payable
Aggregate principal amount											$ 33,000
Annual fixed interest rate (in percentage)											8%
Outstanding balance, promissory note					33,000	33,000
Total interest expense					143	143
Accrued interest					4,950	4,950
Original issue discount (in percentage)											10%
Default interest expense						143
Amortized debt discount						0
Maximum increased interest rate, upon event of default											26%
Note Payable issued August 18, 2023
Line of Credit and Notes Payable
Aggregate principal amount										$ 64,000
Annual fixed interest rate (in percentage)										8%
Outstanding balance, promissory note					64,000	64,000
Total interest expense					277	277
Accrued interest					9,600	9,600
Original issue discount (in percentage)										8.50%
Default interest expense						277
Amortized debt discount						0
Maximum increased interest rate, upon event of default										26%
Note Payable issued November 13, 2023
Line of Credit and Notes Payable
Aggregate principal amount									$ 22,000
Annual fixed interest rate (in percentage)									12%
Outstanding balance, promissory note					22,000	22,000
Accrued interest					3,080	3,080
Original issue discount (in percentage)									10%
Default interest expense						95
Amortized debt discount						0
Interest expense					95	95
Maximum increased interest rate, upon event of default									26%
Note payable issued January 14, 2024
Line of Credit and Notes Payable
Aggregate principal amount	$ 16,200
Annual fixed interest rate (in percentage)	8%
Outstanding balance, promissory note					16,200	16,200
Accrued interest					651	651
Interest expense					22	22
Term of debt	180 days
Note payable issued November 21, 2023
Line of Credit and Notes Payable
Aggregate principal amount			$ 220,000
Outstanding balance, promissory note					0	0		$ 220,000
Amortized debt discount					$ 0	$ 0
Shares issued to settled debt to Vsee debt holders (Shares) | shares			220

Line of Credit and Notes Paya_6

Line of Credit and Notes Payable - Line of credit amendment (Details) - USD ($)			3 Months Ended	6 Months Ended
	Nov. 01, 2023	Nov. 29, 2021	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Line of Credit and Notes Payable
Outstanding balance, promissory note			$ 2,428,880	$ 2,428,880	$ 220,000
Line of credit issued November 29, 2021 (Face Value: $500,000)
Line of Credit and Notes Payable
Principal balance of promissory note		$ 500,000
Basis spread on the variable rate (in %)	3%	1.25%		8.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]				us-gaap:PrimeRateMember
Outstanding balance, promissory note			456,097	$ 456,097
Total interest expense			874	874
Accrued interest			$ 29,367	$ 29,367

Line of Credit and Notes Paya_7

Line of Credit and Notes Payable - Loan Conversions (Details) - USD ($)	Jun. 24, 2024	Nov. 21, 2023	Nov. 01, 2023
iDoc
Line of Credit and Notes Payable
Shares to sponsor debt settlement (shares)	12,846
iDoc | Conversion SPA | Sponsor Affiliate | Munro Trust
Line of Credit and Notes Payable
Aggregate amount of debt convertible			$ 300,000
Shares to sponsor debt settlement (shares)			300
iDoc | Conversion SPA | Sponsor Affiliate | Tidewater
Line of Credit and Notes Payable
Aggregate amount of debt convertible		$ 585,000
Shares to sponsor debt settlement (shares)		292,500
iDoc | Amended and Restated Conversion SPAs | Bridge Investor
Line of Credit and Notes Payable
Aggregate amount of debt convertible		$ 600,000
Shares to sponsor debt settlement (shares)		300,000
VSee Lab | Conversion SPA | Sponsor Affiliate | Whacky
Line of Credit and Notes Payable
Aggregate amount of debt convertible		$ 220,000
Shares to sponsor debt settlement (shares)		220
VSee Lab | Conversion SPA | Bridge Investor
Line of Credit and Notes Payable
Aggregate amount of debt convertible		$ 600,000
Shares to sponsor debt settlement (shares)		300,000

Line of Credit and Notes Paya_8

Line of Credit and Notes Payable - Exchange Note Exchange Financing (Details)			3 Months Ended	6 Months Ended
	Jun. 24, 2024 USD ($) $ / shares	Nov. 21, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) D $ / shares	Oct. 05, 2022 USD ($)
Line of Credit and Notes Payable
Conversion price (in dollars per share) | $ / shares		$ 10	$ 2	$ 2
Maximum reset of conversion price (in dollars per share) | $ / shares		$ 2
Bridge securities purchase agreement
Line of Credit and Notes Payable
Original issue discount (in percentage)					10%
VSee Note | Exchange Agreement
Line of Credit and Notes Payable
Principal amount not exchangeable | $		$ 600,000
iDoc Note | Exchange Agreement
Line of Credit and Notes Payable
Principal amount not exchangeable | $		$ 600,000
Exchange Note
Line of Credit and Notes Payable
Annual fixed interest rate (in percentage)	8%
Conversion price (in dollars per share) | $ / shares	$ 10
Share price trigger to determine reset of conversion price (in dollars per share) | $ / shares	10
Maximum reset of conversion price (in dollars per share) | $ / shares	$ 2
Percentage of average lowest VWAP of common stock considered for determination of Amortization Conversion Price (in percentage)	95%			95%
Number of trading days to determine Amortization Conversion Price | D				10
Minimum conversion price to make amortization payment (in dollars per share) | $ / shares				$ 2
Fair value | $	$ 6,155,925		$ 5,666,873	$ 5,666,873
Total interest expense | $			$ 2,804	2,804
Change in fair value | $				$ 489,052
Bridge Note | Bridge securities purchase agreement | Bridge Investor
Line of Credit and Notes Payable
Aggregate principal amount | $					$ 2,222,222

Line of Credit and Notes Paya_9

Line of Credit and Notes Payable - Additional Bridge Financing (Details)		3 Months Ended	6 Months Ended
	Nov. 21, 2023 USD ($) D $ / shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 24, 2024 USD ($)	Jan. 25, 2024 USD ($)
Line of Credit and Notes Payable
Conversion price (in dollars per share) | $ / shares	$ 10	$ 2	$ 2
Additional Bridge Notes
Line of Credit and Notes Payable
Aggregate principal value agreed to be purchased by the Bridge Investor	$ 166,667
Principal balance of promissory note	150,000
Notes purchased on the date of signing of Bridge Letter Agreement	$ 111,111
Notes purchased on the later date					$ 55,556
Annual fixed interest rate (in percentage)	8%
Conversion price (in dollars per share) | $ / shares	$ 10
Share price trigger to determine reset of conversion price (in dollars per share) | $ / shares	$ 10
Threshold percentage of average lowest VWAP of DHAC's common stock to determine reset of conversion price (in percentage)	95%
Payments for optional prepayment as percentage of outstanding obligation including guaranteed minimum interest (in percentage)	110%
Default rate (in percentage)	24%
Mandatory default penalty (in percentage)	125%
Principal balance of debt	$ 150,000
Percentage of average lowest VWAP of common stock considered for determination of Amortization Conversion Price (in percentage)	95%
Number of trading days to determine Amortization Conversion Price | D	10
Minimum conversion price to make amortization payment (in dollars per share) | $ / shares	$ 2
Total interest expense		$ 124	$ 124
Fair value		$ 397,408	397,408	$ 466,646
Change in fair value			$ 69,238

Line of Credit and Notes Pay_10

Line of Credit and Notes Payable - Extension Note (Extension Financing) and Bifurcated Derivative (Details) - USD ($)		6 Months Ended
	May 05, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 24, 2024	Dec. 31, 2023
Line of Credit and Notes Payable
Exercise price of warrants (in dollars per share)				$ 11.50
Repayments of notes payable		$ 365,750
Outstanding balance, promissory note		2,428,880			$ 220,000
Amortized debt discount		7,000	$ 74,568
Extension Note
Line of Credit and Notes Payable
Original issue discount (in percentage)	16.67%
Principal balance of promissory note	$ 300,000
Debt instrument interest rate (in percentage)	10%
Fair value of the embedded derivative at issuance				$ 33,000
Amount allocated to the principal balance of the note				335,750
Accrued interest				30,000
Repayments of notes payable		365,750
Change in fair value on embedded derivative		$ 33,000
Outstanding balance, promissory note				$ 365,750
Extension Note | Extension Warrants
Line of Credit and Notes Payable
Exercise period	5 years
Warrants to purchase common stock (in shares)	26,086
Exercise price of warrants (in dollars per share)	$ 11.50
Number of shares issued	7,000

Line of Credit and Notes Pay_11

Line of Credit and Notes Payable - Quantum Financing Securities Purchase Agreement (Details)			6 Months Ended
	Jun. 25, 2024 USD ($)	Nov. 21, 2023 USD ($) D $ / shares	Jun. 30, 2024 USD ($) $ / shares
Line of Credit and Notes Payable
Conversion price (in dollars per share) | $ / shares		$ 10	$ 2
Proceeds from convertible note			$ 2,700,000
Quantum Convertible Note
Line of Credit and Notes Payable
Original issue discount (in percentage)		7%
Principal balance of promissory note		$ 3,000,000
Annual fixed interest rate (in percentage)		12%
Threshold percentage of lowest VWAP of common stock to determine conversion price (in percentage)		85%
Threshold trading days over which the lowest VWAP of common stock is considered to determine conversion price | D		7
Threshold trading days over which the average daily VWAP of common stock is considered for reset of conversion price | D		3
Average price for share price trigger to determine reset of conversion price (in dollars per share) | $ / shares		$ 10
Minimum average price for share price trigger to determine reset of conversion price (in dollars per share) | $ / shares		$ 2
Minimum notice period for redemption of notes		10 days
Share price trigger for early redemption of notes | $ / shares		$ 10
Default rate (in percentage)		18%
Proceeds from convertible note	$ 2,700,000
Original issue discount	210,000
Financing cost	90,000
Accrued interest	$ 4,932

Line of Credit and Notes Pay_12

Line of Credit and Notes Payable - Equity Financing (Details) - USD ($)		6 Months Ended
	Nov. 21, 2023	Jun. 30, 2024	Jun. 24, 2024
Line of Credit and Notes Payable
Conversion price (in dollars per share)	$ 10	$ 2
ELOC
Line of Credit and Notes Payable
Maximum value of shares agreed to be purchased	$ 50,000,000
Period to purchase the shares agreed	36 months
Period agreed to file a resale registration statement	45 days
Period within which registration statement shall be declared effective	30 days
Maximum consecutive days for suspension for use of resale registration statement	90 days
Maximum calendar year days for suspension for use of resale registration statement	120 days
Principal balance of promissory note	$ 500,000		$ 500,000
Conversion price (in dollars per share)	$ 10
Fair Value		$ 638,321	$ 694,512
Change in fair value		$ 56,191
ELOC | Stock Price Drops Below 2 Dollars
Line of Credit and Notes Payable
Conversion price (in dollars per share)	$ 2

Line of Credit and Notes Pay_13

Line of Credit and Notes Payable - Underwriters' Agreement (Details)	Nov. 21, 2023 USD ($) shares
Line of Credit and Notes Payable
Deferred underwriting fee | $	$ 4,370,000
Series A Preferred Stock
Line of Credit and Notes Payable
Shares issued for services performed by A.G.P. | shares	4,370

Line of Credit and Notes Pay_14

Line of Credit and Notes Payable - Simple Agreement for Future Equity (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jun. 24, 2024	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Aug. 01, 2023
Line of Credit and Notes Payable
Purchase Amount				$ 135,000	$ 135,000
Shares issued to settled debt to Vsee debt holders		$ 155,565
Shares issued to VSee debt holders			$ 1,310,710
Gain (loss) on debt conversion	$ 20,565
iDoc
Line of Credit and Notes Payable
Shares issued to settled debt to Vsee debt holders	$ 135,000
Shares issued to settled debt to Vsee debt holders (Shares)	12,846
Share price per share	$ 12.11
Shares issued to VSee debt holders	$ 155,565

Line of Credit and Notes Pay_15

Line of Credit and Notes Payable - Encompass Purchase Liability (Details) - USD ($)		6 Months Ended
	Jan. 01, 2022	Jun. 30, 2024	Jan. 09, 2023
Line of Credit and Notes Payable
Encompass Purchase liability		$ 268,038
iDoc | Encompass Healthcare Billing, LLC
Line of Credit and Notes Payable
Business acquisition percentage of voting interests acquired	100%
Encompass for a cash payment	$ 300,000
Interest expense			$ 45,000
Encompass Purchase liability		269,068
Fair value adjustment		$ 27,842

Related Party (Details)

Related Party (Details)

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 25, 2024 USD ($)

Jun. 24, 2024 USD ($)

Mar. 28, 2024 USD ($) shares

Dec. 26, 2023 USD ($)

Nov. 21, 2023 USD ($) shares

Jun. 27, 2023

May 15, 2023 USD ($) item

Mar. 29, 2023 USD ($)

Jan. 31, 2023

Jun. 30, 2024 USD ($) shares

Jun. 30, 2023 USD ($)

Jun. 30, 2024 USD ($) item shares

Jun. 30, 2023 USD ($)

Dec. 31, 2022 USD ($) shares

Dec. 31, 2023 USD ($) shares

Aug. 17, 2023 USD ($)

May 05, 2023 USD ($)

Feb. 02, 2023 USD ($)

Oct. 24, 2022 USD ($)

Sep. 01, 2022 USD ($)

Related Party

Common stock, shares issued | shares

14,806,820

14,806,820

4,639,643

Due to related party

$ 456,858

$ 456,858

$ 338,506

Other Liability, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Proceeds from loan payable, related party

$ 120,000

Loan payable, related party, net of discount

$ 471,651

$ 471,651

$ 323,000

Amortization of discount on note payable

7,000

74,568

Due from related party

$ 785,934

$ 785,934

Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]

Related party

Related party

Related party

General and administrative

$ 509,050

$ 326,386

$ 660,398

$ 607,639

Note receivable, related party

$ 245,500

$ 245,500

Financing Receivable, after Allowance for Credit Loss, Noncurrent, Related Party [Extensible Enumeration]

Related party

Related party

Related party

Interest income

$ 0

$ 0

Advances repaid

47,800

Preferred shares issued to settled idoc debt as part of the consideration in the acquisition

220,000

IDoc Virtual Telehealth Solutions, Inc

Related Party

Interest accrued

$ 2,000

Series A Preferred Stock

Related Party

Shares issued for services performed by A.G.P. | shares

4,370

IDoc Virtual Telehealth Solutions, Inc

Related Party

Principal balance of promissory note

$ 224,000

Shares to sponsor debt settlement (shares) | shares

114,000

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

Related Party

Maximum borrowing capacity of related party promissory note

$ 315,000

DHAC

Related Party

Preferred shares issued to settled idoc debt as part of the consideration in the acquisition

1,268,000

Related party | VSee Lab, Inc

Related Party

Due to related party

0

0

$ 210,796

$ 338,506

Employee | VSee Lab, Inc

Related Party

Employee subscription of shares in cash

$ 127,710

Employee subscription of shares (in shares) | shares

597,000

Common stock, shares issued | shares

239,424

CEO | Milton Chen | Promissory note one

Related Party

Loan payable, related party, net of discount

121,000

121,000

121,000

Amortization of discount on note payable

0

Interest expense

15,730

Total interest expense

15,730

Accrued interest on Exchange and Additional Bridge Notes

33,660

33,660

CEO | Milton Chen | Promissory note one | VSee Lab, Inc

Related Party

Proceeds from loan payable, related party

$ 110,000

Original issue discount rate on promissory note

10%

Principal balance of promissory note

$ 121,000

Interest rate

12%

Default interest rate

26%

Accrued interest on Exchange and Additional Bridge Notes

17,930

CEO | Milton Chen | Promissory note two

Related Party

Default interest rate

26%

Loan payable, related party, net of discount

132,000

132,000

132,000

Amortization of discount on note payable

0

0

Interest expense

17,160

17,160

Total interest expense

17,160

Accrued interest on Exchange and Additional Bridge Notes

38,280

38,280

CEO | Milton Chen | Promissory note two | VSee Lab, Inc

Related Party

Original issue discount rate on promissory note

10%

Principal balance of promissory note

$ 132,000

Interest rate

12%

Accrued interest on Exchange and Additional Bridge Notes

21,120

CEO | Milton Chen | Promissory note three

Related Party

Loan payable, related party, net of discount

77,000

77,000

Amortization of discount on note payable

0

7,000

Interest expense

5,005

7,315

Total interest expense

5,005

14,315

Accrued interest on Exchange and Additional Bridge Notes

$ 7,315

$ 7,315

Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]

Related party

Related party

CEO | Milton Chen | Promissory note three | VSee Lab, Inc

Related Party

Original issue discount rate on promissory note

10%

Principal balance of promissory note

$ 77,000

Interest rate

12%

Default interest rate

26%

Loan payable, related party, net of discount

70,000

Accrued interest on Exchange and Additional Bridge Notes

$ 0

CEO | Imo Aisiku

Related Party

Due from related party

$ 785,934

$ 785,934

Note receivable, related party

245,000

245,000

CEO | Imo Aisiku | IDoc Virtual Telehealth Solutions, Inc

Related Party

Interest rate

0%

0%

Note receivable with principal balance

$ 336,000

Accredited Investor

Related Party

Loan payable, related party, net of discount

141,651

141,651

Fair value adjustments

58,349

Interest income

0

$ 0

Number of deployed telepresence robots rights held | item

8

Percentage of monthly revenue generated from telepresence robots, considered for payment

80%

Accredited Investor | VSee Lab, Inc

Related Party

Number of deployed telepresence robots rights held | item

8

Accredited Investor | IDoc Virtual Telehealth Solutions, Inc

Related Party

Principal balance of promissory note

$ 200,000

200,000

$ 200,000

Percentage of monthly revenue generated from telepresence robots, considered for payment

80%

Telepresence robots deployed | item

8

Total number of deployed telepresence robots | item

12

Sponsor Affiliates | DHAC

Related Party

Proceeds from loan payable, related party

$ 504,659

Sponsor Affiliates | DHAC

Related Party

Due to related party

$ 456,859

$ 456,859

Advances repaid

$ 47,800

Sponsor | DHAC | Promissory Note with Related Party

Related Party

Principal balance of promissory note

$ 350,000

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

Related Party

Number of shares issued on conversion of debt | shares

350

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

Related Party

Debt Conversion, Amount

$ 350,000

Affiliate Of The Sponsor | DHAC | Promissory Note with Related Party | Series A Preferred Stock

Related Party

Debt Conversion, Amount

$ 153,000

Affiliate Of The Sponsor | SCS Capital Partners LLC | Promissory Note with Related Party

Related Party

Principal balance of promissory note

$ 565,000

Affiliate Of The Sponsor | SCS Capital Partners LLC | Promissory Note with Related Party | Series A Preferred Stock

Related Party

Number of shares issued on conversion of debt | shares

765

Debt Conversion, Amount

$ 765,000

Affiliate Of The Sponsor | Unsecured Promissory Note | SCS Capital Partners LLC | Promissory Note with Related Party

Related Party

Principal balance of promissory note

$ 250,000

Affiliate Of The Sponsor | Promissory Note | SCS Capital Partners LLC | Promissory Note with Related Party

Related Party

Principal balance of promissory note

$ 200,000

Annual fixed interest rate (in percentage)

10%

Office expense

Related Party

General and administrative

$ 153,000

Office expense | Series A Preferred Stock

Related Party

Shares issued for services performed by A.G.P. | shares

153

Commitments, Contingencies, a_2

Commitments, Contingencies, and Concentration Risk - Contingencies (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Commitments, Contingencies, and Concentration Risk
Contingent liabilities	$ 0	$ 0
Purchase Commitment, Remaining Minimum Amount Committed	1,049,985
Purchase Commitment, Adjustments And Payments Made	946,152	639,752
Purchase Obligation	$ 103,833	410,233
Contingent liability		$ 600,000
Common stock, shares issued	14,806,820	4,639,643
Estimated Litigation Liability, Current	$ 0	$ 0

Commitments, Contingencies, a_3

Commitments, Contingencies, and Concentration Risk - Contingencies - Robots Purchase Agreement (Details)			6 Months Ended
	May 15, 2023 USD ($) item	May 12, 2023 USD ($) item	Jun. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)
Commitments, Contingencies, and Concentration Risk
Loan payable, related party, net of discount | $			$ 471,651	$ 323,000
Accredited Investor
Commitments, Contingencies, and Concentration Risk
Percentage of monthly revenue generated from telepresence robots, considered for payment			80%
Loan payable, related party, net of discount | $			$ 141,651
Number Of Deployed Telepresence Robots Rights Held			8
Accredited Investor | IDoc Virtual Telehealth Solutions, Inc
Commitments, Contingencies, and Concentration Risk
Percentage of monthly revenue generated from telepresence robots, considered for payment	80%
Total number of deployed telepresence robots	12
Aggregate principal amount | $	$ 200,000		$ 200,000
Telepresence robots deployed	8
Purchase Agreement for Telepresence Robots
Commitments, Contingencies, and Concentration Risk
Total purchase commitment | $			$ 711,900
Amount paid by investor | $		$ 352,000
Percentage of monthly revenue generated from telepresence robots, considered for payment		80%
Total number of deployed telepresence robots		11
Number of robots purchased			20
Unpaid commitment amount | $			$ 179,900	$ 179,900
Number of robots for which lifetime use payments is to be made			125
Telepresence robots deployed			8

Commitments, Contingencies, a_4

Commitments, Contingencies, and Concentration Risk - Contingencies - Forbearance Agreement (Details) - Promissory note and line of credit - USD ($)	Nov. 01, 2024	Nov. 30, 2024	Nov. 13, 2024	Jun. 30, 2024	May 13, 2024
Line of Credit and Notes Payable
Basis spread on the variable rate (in %)	3%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:PrimeRateMember
Interest rate (in %)				8.50%
Payments for forbearance		$ 80,000	$ 20,000		$ 1,499,409
Payments for forbearance, prejudgment interest					$ 72,049
Payments for forbearance, daily interest rate				$ 413

Commitments, Contingencies, a_5

Commitments, Contingencies, and Concentration Risk - Contingencies - Incentive Plan (Details) - Incentive Plan	6 Months Ended
	Jun. 30, 2024 shares
Commitments, Contingencies, and Concentration Risk
Percentage of shares reserved for issuance (in %)	15%
Number of shares issued (in shares)	2,544,021

Commitments, Contingencies, a_6

Commitments, Contingencies, and Concentration Risk - Major Customer Concentration (Details) - Major Customer Concentration Risk - customer	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accounts receivable | Five customers
Commitments, Contingencies, and Concentration Risk
Number of customers					5
Concentration risk percentage (in %)					86%
Revenue | One customer
Commitments, Contingencies, and Concentration Risk
Number of customers	1	1	1	1
Concentration risk percentage (in %)	12%	12%	13%	13%
Revenue | Three customers
Commitments, Contingencies, and Concentration Risk
Number of customers	3	3
Concentration risk percentage (in %)	36%	36%
Revenue | Two customers
Commitments, Contingencies, and Concentration Risk
Number of customers			2	2
Concentration risk percentage (in %)			24%	24%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Taxes
Loss before taxes	$ (2,603,169)	$ (602,976)	$ (2,574,000)	$ (1,241,838)
Expected United States income tax benefit at statutory rate of 21%			540,540	259,956
Expected State income tax (expense) benefit at statutory rate of 3.46% and 1.32% At June 30, 2024 and 2023, respectively			1,700,668	97,282
Benefit from income tax	2,241,208	$ 174,395	2,241,208	$ 357,238
Valuation allowance	2,152,167		$ 2,152,167		$ 2,463,599
Federal statutory income tax rate, percentage			21%	21%
State statutory income tax rate, percentage			66.07%	8.80%
Effective income tax rate, percentage			87.07%	29.80%
Unrecognized tax benefits	$ 0		$ 0		$ 0

Equity - Preferred Stock (Detai

Equity - Preferred Stock (Details)	6 Months Ended
	Jun. 30, 2024 D $ / shares shares	Jun. 24, 2024 $ / shares	Dec. 31, 2023 $ / shares shares
Equity
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Preferred stock, shares issued	6,158		0
Preferred stock, shares outstanding	6,158		0
Threshold Ownership Percentage Eligible to Vote	4.99%
Preferred stock, conversion rate (in dollars per share) | $ / shares	$ 2
Series A Preferred Stock
Equity
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001
Number of shares allocated	6,500
Preferred stock, shares issued	6,158
Preferred stock, shares outstanding	6,158
Preferred stock, conversion rate (in dollars per share) | $ / shares	$ 10	$ 2
Percentage used for calculation of conversion price	90%
Threshold number of specified trading days | D	3
Threshold period of specified consecutive trading days | D	10
Alternate conversion measuring period	3 days

Equity - Common Stock (Details)

Equity - Common Stock (Details)		6 Months Ended
	Jun. 24, 2024 $ / shares shares	Jun. 30, 2024 Vote $ / shares shares	Jun. 25, 2024 shares	Dec. 31, 2023 $ / shares shares
Equity
Common stock, shares authorized		100,000,000		100,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Conversion of stock, equivalent common stock shares upon conversion	12,165,889
Conversion of shares issued	4,879,067
Common stock, shares outstanding	14,692,820	14,806,820	14,692,820	4,639,643
Exchange ratio	0.40
Common stock, votes per share | Vote		1
Series A Preferred Stock
Equity
Conversion of stock	371,715
Series A-1 Preferred Stock
Equity
Conversion of stock	1,228,492

Equity - Stock Options (Details

Equity - Stock Options (Details)		6 Months Ended		12 Months Ended
	Jun. 24, 2024 $ / shares shares	Jun. 30, 2024 employee $ / shares shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2023
Number of Options
Granted		803,646
Outstanding, June 30, 2024		803,646
Exercisable, June 30, 2024		629,344	629,344
Weighted Average Exercise Price
Exercise price | $ / shares		$ 12.11
Outstanding, June 30, 2024 | $ / shares		12.11
Options exercisable | $ / shares		$ 12.11	$ 12.11
Weighted Average Remaining Life In Years
Outstanding, June 30, 2024		9 years 11 months 26 days		0 years
Exercisable, June 30, 2024			9 years 11 months 26 days
Performance shares
Equity
Award vesting period		1 year
Number of employees | employee		2
Award requisite service period		1 year
Number of Options
Granted		174,302
Incentive Plan
Equity
Common stock shares		2,544,021
Number of Options
Granted	803,646
Weighted Average Exercise Price
Exercise price | $ / shares	$ 12.11

Equity - Key assumptions used i

Equity - Key assumptions used in valuing the unvested options (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity
Stock Price		$ 12.11		$ 12.11
Exercise Price		$ 12.11		$ 12.11
Volatility				105%
Risk free rate of return				4.46%
Expected term (in years)				3 years
Unrecognized compensation cost		$ 1,394,222		$ 1,394,222
Recapitalization value	$ 5,034,045
Share-based compensation expense		$ 31,989	$ 0	$ 31,989	$ 0

Warrants - Warrants Outstanding

Warrants - Warrants Outstanding (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 24, 2024
Warrants
Weighted Average Exercise Price		$ 11.50
DHAC
Warrants
Assumed at June 24, 2024	12,256,999
Outstanding, June 30, 2024	12,256,999
Weighted Average Exercise Price	$ 11.50
Weighted Average remaining life in years	4 years 3 months 7 days
DHAC | Public Warrants
Warrants
Assumed at June 24, 2024	11,500,000
Outstanding, June 30, 2024	11,500,000
Weighted Average Exercise Price	$ 11.50
Weighted Average remaining life in years	4 years 11 months 26 days
DHAC | Private Warrants
Warrants
Assumed at June 24, 2024	557,000
Outstanding, June 30, 2024	557,000
Weighted Average Exercise Price	$ 11.50
Weighted Average remaining life in years	4 years 11 months 26 days
DHAC | Bridge Warrants
Warrants
Assumed at June 24, 2024	173,913
Outstanding, June 30, 2024	173,913
Weighted Average Exercise Price	$ 11.50
Weighted Average remaining life in years	3 years 3 months 7 days
DHAC | Extension Warrants
Warrants
Assumed at June 24, 2024	26,086
Outstanding, June 30, 2024	26,086
Weighted Average Exercise Price	$ 11.50
Weighted Average remaining life in years	3 years 10 months 6 days

Warrants - Public and Private W

Warrants - Public and Private Warrants (Details)	6 Months Ended
	Jun. 30, 2024 D Vote $ / shares shares	Jun. 24, 2024 $ / shares shares
Warrants
Number of shares of common stock per warrant or right | shares		1
Exercise price of warrants (in dollars per share)		$ 11.50
Public And Private Warrants
Warrants
Warrants Issued | shares	12,057,000
Warrants Outstanding | shares	12,057,000
Number of shares of common stock per warrant or right | shares	1
Exercise price of warrants (in dollars per share)	$ 11.50
Period after closing of Initial Business Combination, that the warrants become exercisable	30 days
Period after closing of Initial Public Offering, that the warrants become exercisable	12 months
Number of trading days considered for determination of Fair Market Value of warrants | D	5
Exercise period	5 years
Stock price trigger for redemption of Warrants	$ 18
Threshold issue price for capital raising purposes in connection with the closing of the initial business combination, considered for adjustment of exercise price of warrants	$ 9.20
Threshold gross proceeds from capital raising as a percentage of total equity proceeds, considered for adjustment of exercise price of warrants	60%
Threshold maximum market value per share, considered for adjustment of exercise price of warrants	$ 9.20
Adjustment percentage of Exercise price of warrants	115%
Adjustment percentage of Redemption price of warrants	180%
Number of Votes per share | Vote	1
Threshold beneficial ownership percentage	9.80%
Number of fractional shares that will be issued upon exercise of warrants | shares	0
Private placement warrants
Warrants
Redemption price of warrants	$ 0.01
Minimum notice period for redemption of Warrants	30 days
Stock price trigger for redemption of Warrants	$ 18
Threshold trading days considered for redemption of Warrants | D	20
Threshold consecutive trading days considered for redemption of Warrants | D	30

Warrants - Bridge Warrants and

Warrants - Bridge Warrants and Extension Warrants (Details) - $ / shares	May 05, 2023	Oct. 06, 2022	Jun. 30, 2024	Jun. 24, 2024
Warrants
Weighted Average Exercise Price				$ 11.50
DHAC
Warrants
Weighted Average Exercise Price			$ 11.50
Bridge Warrants | DHAC
Warrants
Weighted Average Exercise Price			11.50
Bridge Warrants | DHAC | Bridge purchase agreement
Warrants
Warrants issued during period		173,913
Weighted Average remaining life in years		5 years
Weighted Average Exercise Price		$ 11.50
Percentage of minimum increase or decrease in aggregate number of common shares purchasable upon exercise of all warrants considered for adjustment to shares receivable upon exercise of each warrant		0.10%
Extension Warrants | DHAC
Warrants
Weighted Average Exercise Price			$ 11.50
Extension Warrants | DHAC | Extension purchase agreement
Warrants
Warrants issued during period	26,086
Weighted Average remaining life in years	5 years
Weighted Average Exercise Price	$ 11.50
Percentage of minimum increase or decrease in aggregate number of common shares purchasable upon exercise of all warrants considered for adjustment to shares receivable upon exercise of each warrant	0.10%

Reportable segments (Details)

Reportable segments (Details)	6 Months Ended
	Jun. 30, 2024 segment
Reportable segments
Number of reportable segments	1
Number of operating segments	2

Reportable segments - Disaggreg

Reportable segments - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Reportable Segments
Total Revenue	$ 1,711,566	$ 1,290,223	$ 3,207,561	$ 2,886,491
Technology
Reportable Segments
Total Revenue			3,144,992	$ 2,886,491
Telehealth
Reportable Segments
Total Revenue			$ 62,569

Reportable segments - Loss from

Reportable segments - Loss from Operations by Segment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Reportable segments
Total loss from operations	$ (1,183,342)	$ (611,127)	$ (1,144,863)	$ (1,248,272)
Non-operating corporate
Reportable segments
Total loss from operations			(890,959)
Technology | Operating segments
Reportable segments
Total loss from operations			(236,002)	$ (1,248,272)
Telehealth | Operating segments
Reportable segments
Total loss from operations			$ (17,902)

Reportable segments - Reconcili

Reportable segments - Reconciliation of Segment Operating Income (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Reportable segments
Loss from operations	$ (1,183,342)	$ (611,127)	$ (1,144,863)	$ (1,248,272)
Interest expense	(349,695)	(79,860)	(359,005)	(127,262)
Other income	2	3	2	19,619
Change in fair value of financial instruments	548,100	88,008	548,100	114,077
Initial in fair value on financial instruments	(1,618,234)		(1,618,234)
Total other expenses (income)	(1,419,827)	8,151	(1,429,137)	6,434
Loss from operations before income taxes	(2,603,169)	(602,976)	(2,574,000)	(1,241,838)
(Provision for) benefit from income tax	2,241,208	174,395	2,241,208	357,238
Net loss	$ (361,961)	$ (428,581)	$ (332,792)	$ (884,600)

Reportable segments - Total Ass

Reportable segments - Total Assets by Segment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Reportable segments
Total Assets	$ 78,987,750	$ 830,791
Total Goodwill	59,900,694
Non-operating corporate
Reportable segments
Total Assets	1,388,910
Technology | Operating segments
Reportable segments
Total Assets	755,046	$ 830,791
Telehealth | Operating segments
Reportable segments
Total Assets	76,843,794
Total Goodwill	$ 59,900,694

Reportable segments - Depreciat

Reportable segments - Depreciation and Amortization by Segment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Reportable segments
Depreciation and amortization	$ 2,091	$ 204
Technology
Reportable segments
Depreciation and amortization	1,716	$ 204
Telehealth
Reportable segments
Depreciation and amortization	$ 375

Reportable segments - Capital E

Reportable segments - Capital Expenditures by Segment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Reportable segments
Capital Expenditures	$ 45,513	$ 2,690
Technology
Reportable segments
Capital Expenditures	10,363	$ 2,690
Telehealth
Reportable segments
Capital Expenditures	$ 35,150

Reportable segments - Interest

Reportable segments - Interest Expense by Segment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Reportable segments
Interest Expense	$ 349,695	$ 79,860	$ 359,005	$ 127,262
Non-operating corporate
Reportable segments
Interest Expense			307,859
Technology | Operating segments
Reportable segments
Interest Expense			47,205	$ 127,262
Telehealth | Operating segments
Reportable segments
Interest Expense			$ 3,941

Fair Value Measurements - Fair

Fair Value Measurements - Fair value information (Details) - USD ($)	Jun. 30, 2024	Jun. 24, 2024
Extension Note Bifurcated Derivative
Fair Value Measurements
Fair Value		$ 33,000
Extension Note Bifurcated Derivative | Level 3
Fair Value Measurements
Fair Value		33,000
Convertible note - Quantum
Fair Value Measurements
Fair Value	$ 4,697,050
Convertible note - Quantum | Level 3
Fair Value Measurements
Fair Value	4,697,050
ELOC
Fair Value Measurements
Fair Value	638,321	694,512
ELOC | Level 3
Fair Value Measurements
Fair Value	638,321	694,512
Additional Bridge Notes
Fair Value Measurements
Fair Value	397,408	466,646
Additional Bridge Notes | Level 3
Fair Value Measurements
Fair Value	397,408	466,646
Exchange Note
Fair Value Measurements
Fair Value	5,666,873	6,155,925
Exchange Note | Level 3
Fair Value Measurements
Fair Value	$ 5,666,873	$ 6,155,925

Fair Value Measurements - Measu

Fair Value Measurements - Measurement - Convertible Note - Quantum (Details) - Convertible note - Quantum	Jun. 30, 2024 Y $ / shares	Jun. 25, 2024 Y $ / shares
Risk-free interest rate
Fair Value Measurements
Measurement input of notes payable	0.0510	0.0510
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.99	1
Volatility
Fair Value Measurements
Measurement input of notes payable	1.2500	1.2500
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	8.75	8
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.3782	0.3735

Fair Value Measurements - Mea_2

Fair Value Measurements - Measurement - Extension Note Bifurcated Derivative (Details)	Jun. 24, 2024
CCC bond rates
Fair Value Measurements
Measurement input	0.1436

Fair Value Measurements - Mea_3

Fair Value Measurements - Measurement - Additional Bridge Note (Details) - Additional Bridge Notes	Jun. 30, 2024 Y $ / shares	Jun. 24, 2024 $ / shares Y
Risk-free interest rate
Fair Value Measurements
Measurement input of notes payable	0.0547	0.0542
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	0.89	0.91
Volatility
Fair Value Measurements
Measurement input of notes payable	1.1000	1.1000
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	8.75	12.11
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.4159	0.4112

Fair Value Measurements - Mea_4

Fair Value Measurements - Measurement - Exchange Note (Details) - Exchange Note	Jun. 30, 2024 $ / shares Y	Jun. 24, 2024 $ / shares Y
Risk-free interest rate
Fair Value Measurements
Measurement input of notes payable	0.0498	0.0498
Expected term (years)
Fair Value Measurements
Measurement input of notes payable | Y	1.30	1.32
Volatility
Fair Value Measurements
Measurement input of notes payable	1.1000	1.1020
Stock price
Fair Value Measurements
Measurement input of notes payable | $ / shares	8.75	12.11
Debt discount rate
Fair Value Measurements
Measurement input of notes payable	0.4926	0.4879

Fair Value Measurements - Mea_5

Fair Value Measurements - Measurement - Equity line of credit or Equity Financing (Details) - ELOC	Jun. 30, 2024 Y $ / shares	Jun. 24, 2024 Y $ / shares
Risk-free interest rate
Fair Value Measurements
Measurement input	0.0462	0.0446
Expected term (years)
Fair Value Measurements
Measurement input | Y	2.98	3
Volatility
Fair Value Measurements
Measurement input	1.0570	1.0580
Stock price
Fair Value Measurements
Measurement input | $ / shares	8.75	12.11

Fair Value Measurements - Chang

Fair Value Measurements - Changes in the fair value of financial liabilities (Details) - USD ($)		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Fair Value Measurements
Fair value as of beginning of the period	$ 7,350,083
Initial fair value of Quantum Note at June 25, 2024	4,618,234
Settlement of Exchange Note	(33,000)
Change in fair value	(535,665)
Fair value as of end of the period	11,399,652	$ 11,399,652
Extension Note Bifurcated Derivative
Fair Value Measurements
Fair value as of beginning of the period	33,000
Settlement of Exchange Note	(33,000)
Exchange Note
Fair Value Measurements
Fair value as of beginning of the period	6,155,925
Change in fair value	(489,052)
Change in fair value		Change in fair value of financial instruments
Fair value as of end of the period	5,666,873	$ 5,666,873
Quantum Convertible Note
Fair Value Measurements
Initial fair value of Quantum Note at June 25, 2024	4,618,234
Change in fair value	78,816
Fair value as of end of the period	4,697,050	4,697,050
Additional Bridge Notes
Fair Value Measurements
Fair value as of beginning of the period	466,646
Change in fair value	(69,238)
Fair value as of end of the period	397,408	397,408
ELOC
Fair Value Measurements
Fair value as of beginning of the period	694,512
Change in fair value	(56,191)
Fair value as of end of the period	$ 638,321	$ 638,321

Fair Value Measurements - Trans

Fair Value Measurements - Transfers (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value Measurements
Transfer liabilities, level 1 to level 2	$ 0	$ 0	$ 0	$ 0
Transfer liabilities, level 2 to level 1	0	0	0	0
Transfer liabilities, level 3	$ 0	$ 0	$ 0	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Aug. 08, 2024	Aug. 05, 2024	Aug. 02, 2024	Jul. 03, 2024	Jul. 02, 2024	Jun. 30, 2024	Jun. 24, 2024	Jan. 25, 2024	Nov. 21, 2023
Subsequent Event [Line Items]
Conversion price (in dollars per share)						$ 2			$ 10
Common Stock | Subsequent Event
Subsequent Event [Line Items]
Shares issued to vendors for services rendered		227,500
Quantum Convertible Note | Subsequent Event
Subsequent Event [Line Items]
Months of guaranteed interest				18 months
ELOC
Subsequent Event [Line Items]
Aggregate principal amount							$ 500,000		$ 500,000
Conversion price (in dollars per share)									$ 10
ELOC | Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount					$ 500,000
Conversion price (in dollars per share)					$ 10
Additional Bridge Notes
Subsequent Event [Line Items]
Aggregate principal amount									$ 150,000
Conversion price (in dollars per share)									$ 10
Additional Bridge Notes | Subsequent Event
Subsequent Event [Line Items]
Aggregate shares			14,199
Additional Bridge Notes Issued on January 25, 2024
Subsequent Event [Line Items]
Aggregate principal amount								$ 55,556
Additional Bridge Notes Issued on January 25, 2024 | Subsequent Event
Subsequent Event [Line Items]
Principal amount			$ 4,630
Additional Bridge Notes Issued on November 21, 2023
Subsequent Event [Line Items]
Aggregate principal amount									$ 111,111
Additional Bridge Notes Issued on November 21, 2023 | Subsequent Event
Subsequent Event [Line Items]
Principal amount			$ 27,778
Exchange Note
Subsequent Event [Line Items]
Conversion price (in dollars per share)							$ 10
Exchange Note | Subsequent Event
Subsequent Event [Line Items]
Principal amount	$ 500,000
Aggregate shares	213,759