Full Press Release Details
INDEX TO FINANCIAL STATEMENT
| Page | |
| Report of Independent Registered Public Accounting Firm | F- 1 |
| Financial Statement: | |
| Balance Sheet as of November 8, 2021 | F- 2 |
| Notes to Financial Statement | F- 3 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Stockholders and the Board of Directors of Digital
Health Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Digital Health Acquisition
Corp. (the "Company") as of November 8, 2021, and the related notes (collectively referred to as the "financial statement").
In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of November
8, 2021, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statement has been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete
a Business Combination by the close of business on November 8, 2022, then the Company will cease all operations except for the purpose
of liquidating. This date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to
continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2021.
DIGITAL HEALTH ACQUISITION CORP.
| ASSETS | ||||
| Current Assets: | ||||
| Cash | $ | 9,478 | ||
| Subscription receivable | 1,889,992 | |||
| Prepaid and other current assets | 29,200 | |||
| Total current assets | 1,928,670 | |||
| Cash held in trust account | 116,725,008 | |||
| Total Assets | $ | 118,653,678 | ||
| LIABILITIES AND STOCKHOLDERS' DEFICT | ||||
| Current Liabilities: | ||||
| Accounts payable and accrued expenses | $ | 14,935 | ||
| Advances from related parties | 402,936 | |||
| Sponsor note payable | 199,785 | |||
| Total current liabilities | 617,656 | |||
| Deferred underwriting fee payable | 4,370,000 | |||
| Total Liabilities | 4,987,656 | |||
| Commitments and Contingencies Common stock subject to redemption, 50,000,000 shares authorized $0.0001 par value; possible redemption at $10.15 per share, 11,500,000 shares issued and outstanding at redemption value | 116,725,000 | |||
| Stockholders' Deficit: | ||||
| Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,432,000 shares issued and outstanding (excluding 11,500,000 shares subject to redemption) | 343 | |||
| Additional paid in capital | - | |||
| Accumulated Deficit | (3,059,321 | ) | ||
| Total stockholders' deficit | (3,058,978 | ) | ||
| Total liabilities and stockholders' deficit | $ | 118,653,678 |
The accompanying notes are an integral part of the financial statement.
DIGITAL HEALTH ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 1 - Organization and Business Operations
Digital Health Acquisition Corp. (the
"Company") is a newly incorporated blank check company incorporated as a Delaware corporation on March 30, 2021. The
Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
Business Combination with one or more businesses (the "Business Combination"). The Company has not selected any specific Business
Combination target and the Company have not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly,
with any Business Combination target with respect to an initial Business Combination with the Company.
As of November 8, 2021, the Company
had not commenced any significant operations. All activity for the period from March 30, 2021 (inception) through November 8,
2021 relates to the Company's formation and the Company's Initial Public Offering (as defined below). The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The
Company has selected December 31 as its fiscal year end.
The registration statements for the Company's
Initial Public Offering were declared effective on November 3, 2021. On November 8, 2021, the Company consummated the Initial
Public Offering of 11,500,000 units (the "Units" and, with respect to the shares of common stock included in the Units sold,
the "Public Shares"), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,500,000
Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the sale of 557,000 units (each, a "Private Placement Unit"
and, collectively, the "Private Placement Units") at a price of $10.00 per Private Placement Unit in a private placement to
Digital Health Sponsor LLC (the "Sponsor"), generating gross proceeds of $5,557,000, which is described in Note 4. As
of November 8, 2021, the Company received $3,680,000 from the proceeds of the Private Placement and recorded $1,890,000 in subscription
receivable. The Sponsor paid the subscription in full on November 12, 2021.
Transaction costs amounted to $6,877,164,
consisting of $1,955,000 of underwriting fees, $4,370,000 of deferred underwriting fees and $552,164 of other offering costs. In addition,
cash of $9,478 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working
the closing of the Initial Public Offering on November 8, 2021, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the
"Trust Account"), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market
fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the "Investment Company Act").
The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of
the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote
to amend the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's
obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company's public shares
if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering
or (B) with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity;
or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the Company's
return of the funds held in the Trust Account to the Company's public stockholders as part of the Company's redemption of
The Company's Business Combination
must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust
Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the
Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a
Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the Company's
public stockholders with the opportunity to redeem all or a portion of their common shares in connection with the initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a stockholder vote
by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or
conduct a tender offer will be made by the Company, solely in the its discretion, and will be based on a variety of factors such as the
timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable
law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust
Account is initially anticipated to be $10.15 per public share.
shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board's ("FASB")
Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case,
the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such
consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding
shares voted are voted in favor of the Business Combination.