VSee Health Inc美股招股说明书(2026-03-05版)

VSEE INC. 3,000,000 Shares of Common StockUp to 1,300,000 Shares of Common Stock Issuable Upon Exercise of the Series B Convertible Preferred StockUp to 19,672,130 Shares of Common Stock Issuable Upon Exercise of WarrantsUp to 9,836,065 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated January 8, 2026(the “Prospectus”), with the information contained in our (i) Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with theSecurities and Exchange Commission (the “SEC”) on February 5, 2026, (ii) Supplement to the Proxy Statement filed with the SEC on February17, 2026, (iii) Current Report on Form 8-K filed with the SEC on February 19, 2026, and (iv) Current Report on Form 8-K filed with the SEC onMarch 3, 2026 (collectively, the “VSee Filings”). Accordingly, we have attached such VSee Filings to this prospectus supplement. The Prospectus and this prospectus supplement relate to the resale by the selling stockholders named in this Prospectus (each a “SellingStockholder” and, collectively, the “Selling Stockholders”) from time to time of up to an aggregate of 33,808,195 shares of our common stock,par value $0.0001 per share (the “Common Stock”), consisting of: (i) 3,000,000 shares of Common Stock (the “Manatt Shares”) held by Manatt,Phelps& Phillips, LLP, (ii) up to 1,300,000 shares of Common Stock (the “Series B Shares”) issuable upon conversion of 2,000 shares of SeriesB Convertible Preferred Stock, par value $0.0001 per share and a stated value equal to $1,000 per share (subject to increase pursuant to the termsthereof) (the “Series B Preferred Stock”), held by Manatt, (iii)9,836,065 shares of Common Stock (the “Armistice Pre-Funded Warrant Shares”)issuable upon the exercise of pre-funded warrants held by Armistice, exercisable for $0.0001 per share (the “Armistice Pre-Funded Warrants”)and (iv) 19,672,130 shares of Common Stock (the “Armistice Warrant Shares” and together with the Series B Preferred Stock, the ManattShares, the Series B Shares and the Armistice Pre-Funded Warrant Shares, the “Securities”) issuable upon exercise of common warrants (the“Armistice Warrants”) held by Armistice. All of the shares of Common Stock registered hereunder, when sold, will be sold by the SellingStockholders. The Armistice Warrants and Armistice Pre-Funded Warrants were issued in connection with a private placement transaction thatclosed on December 1, 2025 (the “Armistice Private Placement”). The Manatt Shares and the Series B Preferred Stock were issued in connectionwith a private placement transaction that closed on December 9, 2025 (the “Manatt Private Placement” and together with the Armistice PrivatePlacement, the “Private Placements”)). For additional information regarding the issuances of the Armistice Pre-Funded Warrants, ArmisticeWarrants, the Series B Preferred Stock, the Manatt Shares and the Private Placements, see the section titled “Issuance of Securities to the SellingStockholders” in the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplementshould be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement. Our Common Stock and public warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “VSEE” and“VSEEW,” respectively. The last reported sale price of our Common Stock on Nasdaq on March 4, 2025 was $0.303 per share and the lastreported sale price of our public warrant on Nasdaq was $0.0599 per public warrant. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of theProspectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is March 5, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section14(a)of theSecurities ExchangeActof1934 Check the appropriate box: ☐Preliminary Proxy Statement☐Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))☒Definitive Proxy Statement☐Definitive Additional Materials☐Soliciting Material Pursuant to §240.14a-12 VSEE HEALTH, INC. (Name of Registrant as Specified In Its Charter) N/A(Name of Person(s)Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply