Dominion-led investor group reports beneficial ownership of 1,816,389 shares of VSEE Health common stock, representing roughly 9.9% of the class. The filing covers nine reporting persons including Dominion Capital LLC, related entities and individuals Mikhail and Gennadiy Gurevich and Alon Brenner. The percentage calculations reference 16,422,690 shares outstanding as of August 27, 2025, plus 600,000 shares converted on September 3, 2025, for a total of 17,022,690 shares. The reported position includes shares issuable upon conversion of convertible notes and upon exercise of warrants held by Dominion and Ascent, each of which is subject to a 9.99% beneficial ownership limitation (the "Blocker"). The filing notes specific conversion/exercise amounts: Dominion's convertible notes convert into 1,626,022 shares and its warrants into 173,913 shares; Ascent's convertible note converts into 1,111,112 shares and its warrants into 740,741 shares. The group certifies the holdings were not acquired to change or influence control of the issuer.
Positive
Material stake disclosed: The group reports ownership of 1,816,389 shares, providing transparency to the market.
Detailed conversion data provided: The filing lists convertible note and warrant conversion/exercise amounts for Dominion and Ascent, improving clarity on potential dilution.
Use of Blocker provisions: The 9.99% beneficial ownership limitation is disclosed and was explicitly increased by notice, which limits immediate aggregation from conversions.
Negative
Potential dilution: Convertible notes (1,626,022 and 1,111,112 shares) and warrants (173,913 and 740,741 shares) represent substantial potential issuance that could dilute existing holders if exercised beyond Blocker limits.
Concentration of influence: Shared voting and dispositive power across affiliated entities and managers centralizes decision-making despite Schedule 13G's passive certification.
Ambiguity in reported percentage: Cover pages show 9.9% while Item 4 references 9.99%, which may cause short-term market confusion.
Insights
TL;DR: A coordinated investor group holds a material ~9.9% stake with convertible instruments that could dilute or increase voting exposure near a 9.99% blocker.
The filing documents a meaningful economic and voting position across affiliated entities and individuals totaling 1,816,389 shares. The position is calculated using 17,022,690 shares outstanding after a recent 600,000-share conversion. Material convertible notes and warrants are included in the reported beneficial ownership but constrained by contractual 9.99% "Blocker" provisions. From a capital-structure perspective, the presence of sizeable conversion features (1.63M and 1.11M potential shares from convertible notes, plus warrants) signals potential future dilution or shifts in ownership if Blocker thresholds are adjusted or lapse. The filing's certification that securities were not acquired to change control suggests a passive posture, but the concentration and convertible exposure warrant monitoring for future exercises or amendments that could affect share supply and voting.
TL;DR: Related parties disclose shared voting and dispositive power over a near-10% position; governance implications depend on intent and future conversions.
The Schedule 13G shows shared voting and dispositive power across multiple affiliated entities and managers, which creates a consolidated influence profile despite statements of non-control. The filing explicitly identifies managerial relationships among reporting persons, which is important for assessing who may direct votes if conversions occur. The contractual 9.99% Blocker is a key governance control limiting immediate accumulation of a majority stake from conversions or exercises. Investors should note the effective increase of the Blocker to 9.99% via notices referenced in the filing; the issuer acknowledged the notices and they become effective after the specified 61-day period. This structure mitigates abrupt control shifts now but preserves pathways for material ownership changes later, depending on future actions by the group or modifications to contractual limits.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VSEE Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92919Y102
(CUSIP Number)
10/01/2025
(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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this statement on Schedule 13G (this ''Schedule 13G''), 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, up to the Blocker Amount (defined below in this comment), (x) the shares of Common Stock issuable upon conversion of certain convertible promissory notes of the issuer directly and indirectly held by the Reporting Person (collectively the "Convertible Notes"), (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") and (z) certain shares of Common Stock held directly and indirectly by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of Convertible Notes and Warrants, respectively, are all subject to 9.99% beneficial ownership limitation provisions contained therein (the "Blocker Amount").
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Amendment No. 1 to Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on August 29, 2025 (the "Annual Report"), plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, respectively, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of the Convertible Notes, (y) the exercise of the Warrants and (z) certain shares of Common Stock held indirectly by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of Convertible Notes and Warrants, respectively, are all subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of the Convertible Notes, (y) the exercise of the Warrants and (z) certain shares of Common Stock indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of Convertible Notes and Warrants, respectively, are all subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of a Convertible Note issued to the Reporting Person, (y) the exercise of a Warrant issued to the Reporting Person and (z) certain shares of Common Stock held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of such Convertible Note and Warrant, respectively, are subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of a Convertible Note indirectly held by the Reporting Person, (y) the exercise of a Warrant indirectly held by the Reporting Person and (z) certain shares of Common Stock indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of such Convertible Note and Warrant, respectively, are subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of a Convertible Note indirectly held by the Reporting Person, (y) the exercise of a Warrant indirectly held by the Reporting Person and (z) certain shares of Common Stock indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of such Convertible Note and Warrants, respectively, are all subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
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 Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of the Convertible Notes indirectly held by the Reporting Person, (y) the exercise of the Warrants indirectly held by the Reporting Person and (z) certain shares of Common indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of the Convertible Notes and Warrants, respectively, are subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
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 Schedule 13G, 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, up to the Blocker Amount, (x) the conversion of the Convertible Notes indirectly held by the Reporting Person, (y) the exercise of the Warrants indirectly held by the Reporting Person and (z) certain shares of Common Stock indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of the Convertible Notes and Warrants, respectively, are all subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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
1,816,389.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,816,389.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00
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)
9.9 %
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 Schedule 13G, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (5), (7) and (9) above includes, up to the Blocker Amount, (x) the conversion of a Convertible Note indirectly held by the Reporting Person, (y) the exercise of a Warrant indirectly held by the Reporting Person and (z) and certain shares of Common Stock indirectly held by the Reporting Person. The number of shares of Common Stock issuable upon conversion or exercise of such Convertible Note and Warrants are all subject to the Blocker Amount.
(2) In Row (11) the percentage is based on (i) 16,422,690 shares of Common Stock outstanding as of August 27, 2025, as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding, and (ii) shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants, subject to the Blocker Amount.
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.
(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 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
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 Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 16,422,690 shares of Common Stock outstanding as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding; including an aggregate of 200,000 shares of Common Stock directly held by Ascent and an aggregate of 457,000 shares of Common Stock directly held by Dominion as of September 30, 2025, and (ii) shares of Common Stock issuable upon conversion of certain convertible promissory notes of the issuer (the "Convertible Notes"), the exercise of certain common stock purchase warrants of the issuer (the "Warrants"), as applicable to each Reporting Person, each subject to the Blocker (as defined below).
As of September 30, 2025, Dominion and Ascent each directly hold certain of the Convertible Notes, as applicable, which are currently convertible into an aggregate of 1,626,022 and 1,111,112, respectively, shares of Common Stock, which are in each case, subject to a 9.99% beneficial ownership limitation provision contained therein (a "Blocker"). As of September 30, 2025, Dominion and Ascent each directly hold the Warrants, which are exercisable to purchase an aggregate of 173,913 and 740,741, respectively, shares of Common Stock, which are in each case, subject to a Blocker. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the Blockers in the Convertible Notes and the Warrants.
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.
On September 30, 2025, Dominion Capital and Ascent each sent a notice under each of their respective Warrants and Convertible Notes to increase the applicable Blocker provision in each such Warrant and Convertible Note to 9.99% (combined across all agreements), which notice was acknowledged by the issuer and shall be effective on the 61st day thereafter.
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.
Not Applicable
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:
10/01/2025
Dominion Capital GP LLC
Signature:
/s/ Dominion Capital GP LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Holdings, Manager of Dominion GP
Date:
10/01/2025
Dominion Capital Holdings LLC
Signature:
/s/ Dominion Capital Holdings LLC
Name/Title:
Mikhail Gurevich, Managing Member
Date:
10/01/2025
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:
10/01/2025
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Dominion, Managing Member of AP
What percentage of VSEE does Dominion-led group report owning in this Schedule 13G?
The filing reports an aggregate beneficial ownership of 1,816,389 shares, shown as approximately 9.9% (cover page) and referenced as 9.99% in Item 4.
How many VSEE shares are outstanding according to the filing?
The filing bases percentages on 16,422,690 shares outstanding as of August 27, 2025, plus 600,000 shares converted on September 3, 2025, for a total of 17,022,690 shares.
Does the reported ownership include convertible securities and warrants?
Yes. The reported position includes shares issuable from convertible notes and warrants held by Dominion and Ascent, subject to a 9.99% beneficial ownership limitation (Blocker).
What are the convertible and warrant amounts disclosed in the filing?
Dominion's convertible notes convert into 1,626,022 shares and its warrants into 173,913 shares; Ascent's convertible note converts into 1,111,112 shares and its warrants into 740,741 shares.
Was the filing made to influence control of VSEE?
No. The certification in Item 10 states the securities were not acquired to change or influence control of the issuer.
