Digital Health Acquisition Corp. Announces Filing Of Preliminary Extension Proxy Statement For Stockholder Meeting On October 20, 2022
Digital Health Acquisition Corp. (the "Company" or "Digital Health") (NASDAQ:DHAC), today announces the filing of a definitive proxy statement to hold a special meeting of its stockholders on October 20, 2022 at 9:30 am Eastern Time to extend the date by which Digital Health must consummate an initial business combination (the "Extension Proxy Statement").
As further detailed in the Extension Proxy Statement, holders of Digital Health common stock are asked to approve a proposal to amend the Company's amended and restated certificate of incorporation to (a) extend the date by which the Company has to consummate a business combination (the "Extension") for an additional three (3) months, from November 8, 2022 to February 8, 2023, (b) provide Digital Health's board of directors the ability to further extend the date by which the Company has to consummate a business combination up to three (3) additional times for three (3) months each time, for a maximum of nine (9) additional months if Digital Health Acquisition Group, LLC, our "sponsor", pays an amount equal to $350,000 for each three-month extension (the "Extension Fee"), which amount shall be deposited in the trust account of the company; provided, that if as of the time of an extension the Company has filed a Form S-4 registration statement in connection with its initial business combination, then no Extension Fee would be required in connection with such extension, and (c) allow for the Company to provide redemption rights to the Company's public stockholders in accordance with the requirements of the amended and restated certificate of incorporation without complying with the tender offer rules. As with potential redemptions in connection with an initial Business Combination, the charter amendment would restrict redemption rights in connection with any further amendment of the charter with respect to 20% or more of Digital Health's public shares.
If the Extension is approved and implemented, our Sponsor or its designees has agreed to loan Digital Health $350,000. The Company estimates that the per-share pro rata portion of the Trust Account will be approximately $10.21 at the time of the special meeting. The closing price of the Company's common stock on September 30, 2022 was $10.13. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving $0.08 more for each share than if such stockholder sold the shares in the open market.
For any holder of Digital Health units who elects to redeem the common stock underlying the unit for cash in the trust account, the warrant underlying the unit will be forfeited automatically.
Digital Health's stockholders and other interested persons are advised to read the Extension Proxy Statement. Stockholders are also able to obtain copies of the Extension Proxy Statement and other relevant materials filed with the Securities and Exchange without charge, at the SEC's web site at www.sec.gov, or by directing a request to Digital Health's proxy solicitation agent at the following address and telephone number:
D.F. King & Co.
Brokers and Banks Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 290-6429
Email: [email protected]
On October 7, 2022, Digital Health filed a periodic report on Form 8-K (the "8-K") disclosing the amended and restated terms and conditions of a the proposed business combination (the "Business Combination") and related transactions with VSee Labs, Inc. ("VSee") and iDoc Virtual Telehealth Solutions, Inc. ("iDoc"). As summarized in the 8-K:
- Digital Health, VSee and iDoc have further amended and restated a previously disclosed Business Combination Agreement such that stockholders of VSee and iDoc will now only receive shares of common stock of Digital Health as consideration further to the Business Combination (the "A&R BCA")
- The terms and conditions of a previously disclosed PIPE investment have been amended and restated such that the PIPE investment now consists of the purchase of $8.0 million of convertible preferred stock and warrants in Digital Health, such investment to close immediately after the closing of the Business Combination.
- Digital Health and an institutional investor have closed a bridge loan in the principal amount of $2,222,222, which transaction includes the issuance of warrants and commitment shares to the investor.