DHAC Digital Health Acquisition Corporation

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in its Current Report on Form 8-K filed on October 7, 2022 (the “Current Report”), in connection, and concurrently, with the execution of the Second Amended and Restated Business Combination Agreement, dated as of October 6, 2022, by and among the Company, DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. (as amended, the “Business Combination Agreement”), Digital Health Acquisition Corp. (“DHAC” or the “Company”) entered into an Amended and Restated Securities Purchase Agreement, dated as of October 6, 2022 (the “PIPE SPA”) with certain accredited investors (the “PIPE Investors”). Pursuant to Section 4(o) of the PIPE SPA, the PIPE Investors have a participation right, but not an obligation, in subsequent offerings of the Company’s equity securities. Prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Business Combination), the Company intends to offer the PIPE Investors the right to purchase up to an additional $2,000,000 of shares of its Series A Preferred Stock (the “Additional PIPE Shares”) and accompanying warrants on the same terms and conditions as provided in the PIPE SPA in accordance with and pursuant to Section 4(o) of the PIPE SPA (the “Additional PIPE Offering”).

On January 18, 2023, the Company entered into a backstop agreement (the “Backstop Agreement”) with Digital Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor committed to purchase any and all of such Additional PIPE Shares and accompanying warrants that remain unpurchased by the PIPE Investors in the Additional PIPE Offering (the “Remaining Securities”) at the same purchase price and on the same terms and conditions of the Additional PIPE Offering (the “Backstop Commitment”).

The Backstop Agreement contains customary representations, warranties, and agreements of the Company and the Sponsor and is subject to customary closing conditions and termination rights. If the conditions to the consummation of the Backstop Commitment contemplated by the Backstop Agreement are triggered, the closing of the sale of the Remaining Securities is expected to occur substantially concurrently with the closing of the transactions contemplated by the PIPE SPA.

Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to such terms in the Backstop Agreement.

The Backstop Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Backstop Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such state.