VSEE Health, Inc. received an amended Schedule 13G/A from a group led by Dominion Capital and Ascent Partners reporting reduced beneficial ownership of its common stock. The group now beneficially owns 1,014,654 shares, or about 2.97% of the company, based on 33,193,140 shares outstanding as of December 26, 2025.
The position includes 100,000 shares issued as closing shares under a March 20, 2025 promissory note and common stock purchase warrants exercisable for additional shares. The filers state this is an exit filing because they no longer own more than 5% and certify the holdings are not for control purposes.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
VSEE Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92919Y102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Dominion Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 1 to statement on Schedule 13G (this ''Amendment No.1''), the percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as closing shares (the "Closing Shares") as a part of the Promissory Note executed on March 20, 2025 (the "Promissory Note"), and (y) the shares of Common Stock issuable upon the exercise of certain common stock purchase warrants of the issuer directly and indirectly held by the Reporting Person (collectively, the "Warrants").
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on January 8, 2026 (the "Prospectus"). The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Dominion Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Dominion Capital Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Ascent Partners Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Ascent Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Masada Group Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Mikhail Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Gennadiy Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
92919Y102
1
Names of Reporting Persons
Alon Brenner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,014,654.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,014,654.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VSEE Health, Inc.
(b)
Address of issuer's principal executive offices:
980 N Federal Hwy #304, Boca Raton, Florida 33432.
Item 2.
(a)
Name of person filing:
(i) Dominion Capital LLC, a Connecticut limited liability company ("Dominion"); (ii) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP"); (iii) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings"); (iv) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"); (v) Ascent Partners LLC, a Delaware limited liability company ("AP"); (vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada"); (vii) Mikhail Gurevich; (viii) Gennadiy Gurevich; and (ix) Alon Brenner.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G, filed with the SEC on October 1, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
256 West 38th Street, 15th Floor, New York 10018.
(c)
Citizenship:
Each of Dominion GP, Dominion Holdings, Ascent and AP is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
92919Y102
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the shares of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons.
The information required by this item with respect to each Reporting Person is set forth on rows 5 through 9 and 11 of the cover page to this Amendment No.1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus.
As of December 31, 2025, Ascent directly holds 100,000 shares of common stock as part of the Promissory Note issued on March 20, 2025. As of December 31, 2025, Dominion and Ascent each directly hold certain common stock purchase warrants of the issuer, which are exercisable to purchase an aggregate of 173,913 and 740,741, respectively, shares of Common Stock.
As of December 31, 2025, certain convertible promissory notes were paid off by the issuer to Dominion and Ascent.
Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Holdings, Dominion GP, Dominion Capital, AP and Ascent. Dominion Holdings manages Dominion Capital, Dominion GP, AP and Ascent. Dominion GP manages Dominion Capital, AP and Ascent. Dominion Capital manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Dominion Holdings, Dominion GP, Dominion Capital, Masada, Alon Brenner and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dominion Capital LLC
Signature:
/s/ Dominion Capital LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Holdings, Manager of Dominion GP, Manager of Dominion
Date:
02/03/2026
Dominion Capital GP LLC
Signature:
/s/ Dominion Capital GP LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Holdings, Manager of Dominion GP
Date:
02/03/2026
Dominion Capital Holdings LLC
Signature:
/s/ Dominion Capital Holdings LLC
Name/Title:
Mikhail Gurevich, Managing Member
Date:
02/03/2026
Ascent Partners Fund LLC
Signature:
/s/ Ascent Partners Fund LLC
Name/Title:
Mikhail Gurevich, signatory for Dominion, Managing Member of AP, Managing Member of Ascent
Date:
02/03/2026
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Dominion, Managing Member of AP
Date:
02/03/2026
Masada Group Holdings LLC
Signature:
/s/ Masada Group Holdings LLC
Name/Title:
Alon Brenner, Managing Member
Date:
02/03/2026
Mikhail Gurevich
Signature:
/s/ Mikhail Gurevich
Name/Title:
Mikhail Gurevich
Date:
02/03/2026
Gennadiy Gurevich
Signature:
/s/ Gennadiy Gurevich
Name/Title:
Gennadiy Gurevich
Date:
02/03/2026
Alon Brenner
Signature:
/s/ Alon Brenner
Name/Title:
Alon Brenner
Date:
02/03/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated October 1, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on October 1, 2025).
What does the VSEE (VSEE) Schedule 13G/A Amendment No. 1 disclose?
The filing shows a Dominion- and Ascent-led group updating its beneficial ownership in VSEE Health common stock. They report 1,014,654 shares, representing about 2.97% of the company, and confirm they no longer hold more than 5%, making this an exit filing.
How many VSEE Health (VSEE) shares does the Dominion group now beneficially own?
The reporting group beneficially owns 1,014,654 VSEE Health common shares. This figure includes 100,000 closing shares issued under a March 20, 2025 promissory note plus shares issuable upon exercise of certain common stock purchase warrants held by Dominion and Ascent.
What percentage of VSEE Health (VSEE) does the Dominion and Ascent group control?
The group reports beneficial ownership of about 2.97% of VSEE Health’s outstanding common stock. This percentage is calculated using 33,193,140 shares outstanding as of December 26, 2025, as disclosed in the company’s prospectus referenced in the ownership discussion.
Why is this VSEE Health (VSEE) Schedule 13G/A described as an exit filing?
It is called an exit filing because each reporting person has ceased to be a beneficial owner of more than 5% of VSEE Health’s common stock. Once ownership falls below that threshold, holders amend their Schedule 13G to reflect reduced, sub-5% positions.
What securities and instruments are included in the Dominion group’s VSEE Health (VSEE) position?
The reported position covers common stock and shares issuable from certain warrants. It includes 100,000 closing shares from a March 20, 2025 promissory note and warrants exercisable for 173,913 shares held by Dominion and 740,741 shares held by Ascent as of December 31, 2025.
Does the Dominion and Ascent group seek control of VSEE Health (VSEE)?
The signatories certify the securities were not acquired and are not held to change or influence control of VSEE Health. They state the holdings are not part of any transaction intended to gain control, consistent with typical passive Schedule 13G reporting language.
