VSee Health (NASDAQ: VSEE) adds auditor consents to S-1 registration

Rhea-AI Filing Summary

VSee Health, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1 (Registration No. 333-292464) under Rule 462(d) to include auditor consents. The amendment is exhibits-only and adds the consents of WWC, P.C. and WithumSmith+Brown, P.C. related to the consolidated financial statements for the year ended December 31, 2025.

Key Figures

Registration Number: 333-292464 Amendment number: Post-Effective Amendment No. 1 Accountant report date (current): March 31, 2026 +3 more

6 metrics

Registration Number 333-292464 Form S-1 Post-Effective Amendment No. 1

Amendment number Post-Effective Amendment No. 1 Filed under Rule 462(d)

Accountant report date (current) March 31, 2026 Report by WWC, P.C. (Exhibit 23.1)

Accountant report date (prior) August 28, 2025 Report by WithumSmith+Brown, P.C. (Exhibit 23.2)

Financial statement period year ended December 31, 2025 Consolidated financial statements referenced in consents

Commencement timing As soon as practicable after effectiveness Approximate date of commencement of proposed sale

Key Terms

Post-Effective Amendment, Rule 462(d), Auditor consent, Prospectus Supplement No. 2

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 shall become effective upon filing"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Rule 462(d) regulatory

"filed in accordance with Rule 462(d) under the Securities Act"

Auditor consent financial

"Consent of WWC, P.C., the Company’s current independent registered public accounting firm"

Prospectus Supplement No. 2 regulatory

"filed in the Prospectus Supplement No. 2 dated April 1, 2026"

As filed with the Securities and Exchange Commission on April 1, 2026.

Registration No. 333-292464

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-effective Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VSEE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		8000		86-2970927
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

980 N Federal Hwy

Suite 304

Boca Raton, FL 33432
(561) 672-7068
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Milton Chen
Chairman and Co-Chief Executive Officer

VSee Health, Inc.

980 N Federal Hwy

Suite 304

Boca Raton, FL 33432
(561) 672-7068
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

M. Ali Panjwani, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036-6569
Telephone: (212) 326-0846
Fax: 212-326-0806

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

		Large accelerated filer		☐		Accelerated filer		☐
		Non-accelerated filer		☒		Smaller reporting company		☒
						Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of VSEE Health, Inc. (File No. 333-292464) (the “Registration Statement”) is being filed as an exhibits-only filing solely to include the consents of WWC, P.C. and WithumSmith+Brown, P.C. with respect to their reports dated March 31, 2026 and August 28, 2025, respectively, relating to the consolidated financial statements of VSEE Health, Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2025, filed herewith as Exhibits 23.1 and 23.2, respectively. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and Exhibits 23.1 and 23.2. The reports of WWC, P.C. and WithumSmith+Brown, P.C. were filed in the Prospectus Supplement No. 2 dated April 1, 2026 filed pursuant to Rule 424(b)(3). The prospectus, as supplemented, and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

Exhibit No.		Description
23.1		Consent of WWC, P.C., the Company’s current independent registered public accounting firm
23.2		Consent of WithumSmith+Brown, PC, the Company’s prior independent registered public accounting firm

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Boca Raton, Florida, on April 1, 2026.

	VSEE HEALTH, INC.
	By:	/s/ Dr. Milton Chen
		Dr. Milton Chen Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in their capacities and on the dates indicated.

Signature		Title		Date
/s/ Dr. Milton Chen		Co-Chief Executive Officer and Chairman		April 1, 2026
Dr. Milton Chen		(Principal Executive Officer)
*		Co-Chief Executive Officer and Director		April 1, 2026
Dr. Imoigele Aisiku
*		Chief Financial Officer		April 1, 2026
Jerry Leonard		(Principal Financial and Accounting Officer)
*		Director		April 1, 2026
Kevin Lowdermilk
*		Director		April 1, 2026
Scott Metzger
*		Director		April 1, 2026
Colin O’Sullivan
*		Director		April 1, 2026
Cydonii V. Fairfax
*		Director		April 1, 2026
David L. Wickersham

* By:		/s/ Dr. Milton Chen
		Dr. Milton Chen Attorney-in-fact

II-2

FAQ

What did VSEE's post-effective amendment file accomplish?

It added signed auditor consents from WWC, P.C. and WithumSmith+Brown, P.C. to the S-1 registration statement. The amendment is exhibits-only and references consolidated financial statements for the year ended December 31, 2025.

Which auditors provided consents in VSEE's filing?

The filing includes consents from WWC, P.C. (current auditor) and WithumSmith+Brown, P.C. (prior auditor). Their reports dated March 31, 2026 and August 28, 2025 are cited in Exhibits 23.1 and 23.2.

Does this amendment change the prospectus terms or offering size for VSEE?

No; the amendment states the prospectus and the balance of Part II are unchanged. This filing is exhibits-only to furnish auditor consents and does not alter offering terms disclosed previously.

When will the securities covered by the registration be offered?

The registration states the approximate date of commencement is "As soon as practicable after this Registration Statement is declared effective." The amendment itself does not change that timing.

Under what rule was this post-effective amendment filed?

The amendment was filed to become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933. It is identified as Post-Effective Amendment No. 1 to Registration No. 333-292464.