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United States securities and exchange commission logo
December 2, 2022
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
Registration Statement on Form S-4
Filed November 4, 2022
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed November 4, 2022
Cover Page
1.In equally prominent disclosure to the no redemption scenario, please revise the cover
page to provide percentages of ownership assuming maximum redemption by the DHAC
Public Shareholders, or at the maximum redemption level the Business Combination can
go forward, whichever is higher.
2.Revise the cover page to clarify, if true, that the Nasdaq listing requirement is a condition
of the Business Combination and that you will not go forward with the Business
Combination unless Nasdaq approves the listing.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 2
Notice of Special Meeting, page i
3.Revise the Letter to Shareholders, Q&A and Summary to prominently disclose that
Proposal 9, the “ELOC” proposal involves a $100 million equity line of credit PIPE
financing to be entered on the closing of the Business Combination with the primary PIPE
financing investor.  Revise the cover page to separately mention the intention to enter into
this financing arrangement.
Market and Industry Data, page 1
4.We note your statements that you have not independently verified data obtained from
third-party sources and that your own research has not been verified by any independent
source.  It is not appropriate to directly or indirectly disclaim liability for statements in
your registration statement. Please revise or specifically state that you take liability for
these statements.
Q: Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 16
5.Revise this Q&A to address the fact that the fairness opinion was provided prior to the
amended business combination agreement and before the projections were adjusted
downward.
Questions and Answers about the Business Combination, page 16
6.Revise the Q&A and Summary to disclose the business of the two parties to the Business
Combination.  Refer to Item 3(b) of Form S-4.
Q: What interests do our Initial Stockholders (which includes our Sponsor and our certain of our
current officers and directors) . . ., page 25
7.We note your disclosure that Mr. Lawrence Sands is a consultant to the Company. We
note from the footnote on page 249 that he is the manager of your sponsor and deemed to
be the beneficial owner of the Sponsor shares. Revise the bullet point on page 53 to clarify
the financial interest you address. Disclose any conflicts of interest Mr. Sands may have,
or may be deemed to have, apart from his position as beneficial owner. Please also
clarify the nature of his consultation services to DHAC and to the extent that there is a
material agreement for his services, the terms of any such agreement. Finally, clarify
whether you are addressing Mr. Sands' interests, as you address the Sponsor's interests in
the latter portion of the bullet point, and then discuss losing "his entire investment." To the
extent Mr. Sands has funds at risk, please clarify.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 3
Because the post-combination company will be a publicly traded company by virtue of a merger
as opposed to an underwritten . . ., page 81
8.We note your disclosure on page 81 concerning the material risks to unaffiliated investors
presented by taking the company public through a merger rather than an underwritten
offering. Please revise your disclosure to describe the risks associated when due diligence
is conducted by the management of the acquirer instead of an underwriter, including that
such an underwriter would be subject to liability for any material misstatements or
omissions in a registration statement.
The Sponsor, which owns Private Units and founders shares, and the other Initial Stockholders
which own founders shares, will not . . ., page 81
9.We note that the Sponsor and other Initial Shareholders agreed
to waive their redemption rights. Please describe any consideration provided in exchange
for this agreement.
Risk Factors
DHAC's shareholders will experience dilution due to the issuance of securities in the Business
Combination..., page 85
10.Please expand your discussion of dilution to address how you determined the assumed
VSee Per Share Consideration of 0.40 and an assumed iDoc Per Share Consideration of
994.38 and what those amounts represent.
The Business Combination Agreement, page 102
11.Revise this disclosure to summarize the material terms of the business combination
agreement and the associated agreements listed in this section, including disclosure of all
conditions of the agreement and the ability of each party to waive particular conditions.
Background of the Business Combination, page 110
12.Please provide us with copies of the materials that your financial advisor prepared and
shared with your board in connection with this transaction, including any board books,
transcripts and summaries of oral presentations made to the board, that were material to
the board's decision to approve the merger agreement and the transactions contemplated
thereby.
13.We note your disclosure that Mr. Lawrence reached out to VSee and iDoc and then
introduced them to DHAC's management in "mid-November 2021." Please revise to
disclose the dates on which these events occurred. We also note your statement that "[Mr.
Sands] thought that the combination of VSee and iDoc with that of DHAC would be
favorably accepted." Please describe any communications between Mr. Sands and
DHAC's Board and/or management to that effect, or otherwise describe the basis for that
belief.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 4
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 4
14.We note that DHAC "initiated contact with . . . more than four potential acquisition
targets" and "conducted additional due diligence with respect to at least two (2) other
potential targets." Please provide further detail on how you initially identified these
potential acquisition targets and how you narrowed the selection to the two Potential
Targets, VSee and iDoc.

Additionally, revise your disclosure throughout this section to provide greater detail as to
the background of the transaction, including the material issues discussed and key
negotiated terms. The disclosure should provide shareholders with an understanding of
how, when, and why the material terms of the proposed transaction evolved and why this
transaction is being recommended as opposed to any alternatives. In your revised
disclosure, please ensure that you address the following:

•identify who acted on behalf of each of the parties with respect to identified actions
and negotiations;
•the exact number of potential acquisition targets with whom you engaged in due
diligence, the dates and identify their industry;
•when and with whom you entered into letters of intent or confidentiality agreements;
•the material terms for any proposals, terms sheets, and subsequent proposals and
counter offers;
•negotiation of the transaction documents and the parties involved in any discussions;
•potential valuations; and
•at what point each other strategic alternative was eliminated from consideration and
why.

Please also discuss the negotiations surrounding the extension of the time period for
completing a business combination transaction.  In particular, address how and why
DHAC decided to pursue two parties for a business combination. Finally, clarify what
occurred between the execution of the Original Business Combination Agreement on June
15, 2022, to which all parties agreed, and June 22, 2022, that prompted the need for an
amendment, and describe the negotiation of the amended agreement.
15.When revising the background section, revise to include expanded discussions related to
the negotiation/marketing processes of obtaining additional bridge and PIPE financings
for the combined company, including i) who selected the potential investors; ii) what
relationships did the investors have to the SPAC, the sponsors, the targets and any
affiliates, or the placement agent; iii) whether there were any valuations or other material
information about the SPAC, the targets, or the transactions provided to
potential investors that have not been disclosed publicly; and iv) how the terms of the
bridge and PIPE transactions were determined.  In your discussion of the negotiation of
terms, please include without limitation discussions regarding the structure, size, timing
and pricing of the transactions.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 5
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 5
Digital Health Acquisition Corp.'s Board of Directors' Discussion of Valuation and Reasons for
the Approval of the Business Combination, page 115
16.Please expand your discussion of each positive and negative factor in this section to
disclose how the board considered each item when evaluating its recommendation for the
Business Combination. Please also specify what risks the Board considered regarding
DHAC's, VSee's, and iDoc's businesses rather than referencing the "Risk Factor" section.
17.We note your disclosure on page 53 that "In negotiating and in determining to recommend
the Business Combination, the board of directors of DHAC took into account these
[conflicts of] interests . . ." Please discuss here how the Board considered the conflicts of
interest when recommending the Business Combination.
Certain Unaudited VSee and iDoc Prospective Financial Information, page 124
18.We note that in connection with its evaluation of the business combination, the DHAC
Board considered certain non-public financial projections/forecasts prepared by
VSee/iDoc's management for fiscal years 2022 and 2023 with respect to the revenues of
VSee and iDoc on a combined basis.  Tell us whether the Board received the projections
or was aware of the projections on an individual company basis.  In addition, revise to
disclose, for each entity, the material assumptions and estimates underlying the forecasts,
including the Combined Company's revenue growth rates, operating costs, product
pricing, gross margins, etc. and the limitations of the forecasts. Your disclose should
provide investors with sufficient information to evaluate the forecasted financial
information and its reasonableness. Where you address the Board's reasons for the
approval of the Business Combination on page 115, revise to clarify the Board's
consideration of the revised projections after the financial advisor's opinion and what
consideration the Board gave, if any, to obtaining a revised opinion.
Proposal No. 3--The Bylaws Proposal, page 131
19.You have provided a “summary of the key amendments effected by the Proposed Bylaws.
. .  qualified in its entirety by reference to the full  . . . bylaws.”  It appears, however, that
there is one amendment, which has been summarized in two lines.  To the extent there
was only one amendment to the bylaws, please provide the entire amendment here and
clarify the disclosure.
Material U.S. Federal Income Tax Considerations, page 158
20.Please file an opinion as to the material tax consequences of the Merger. Refer to Item
601(b)(8) of Regulation S-K.   The tax opinion should address and express a conclusion
for each material federal tax consequence.  For additional guidance concerning
assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19.  In
addition, please revise this section to eliminate the inappropriate disclaimers such as
references to this discussion as "for informational purposes only," or that it includes only

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 6
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 6
"certain" tax consequences.  Investors are entitled to rely on your disclosure.
DHAC's Business
Legal Proceedings, page 160
21.We note your disclosure regarding the complaint that was filed on September 26,
2022 against DHAC, VSee and iDoc. Please disclose the relief sought by the plaintiff.
Refer to Item 103(a) of Regulation S-K and Item 14(c) of Form S-4.
Information About VSee/iDoc, page 164
22.In this section you state "VSee Health, a vertically integrated company currently
composed of VSee and iDoc, offers an equal strength of software engineering and ICU
inpatient care."  In the definition section you state “VSee Health” refers to DHAC,
renamed as VSee Health, Inc., a Delaware corporation following the consummation of the
Business Combination."  As such, in this section you appear to be addressing the two
entities to be acquired as if the business combination has already taken place.  Form S-4
calls for distinct presentation of the business of the entities to be acquired.  Refer to Item
17(b)(1) of Form S-4.  The current disclosure of the two entities in one section implies the
companies are somehow related prior to the merger.  Please revise to present their
business backgrounds separately as provided by Form S-4.
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations of VSee and iDoc, page 177
23.We note that you present the results of operations comparison for Digital Health
Acquisition Corporations pro forma combined after giving effect to the acquisitions of
VSee and iDoc for the six months Ended June 30, 2022 compared to the six months ended
June 30, 2021 and for the year ended December 31, 2021 compared to the year ended
December 31, 2020. Please note that it is inappropriate to merely combine information for
the pre-and post-transaction periods without reflecting all relevant pro forma adjustments
required by Article 11 of Regulation S-X. Please revise your MD&A as follows:
•Please provide Management's Discussion and Analysis in the form and content set
forth in Item 303 of Regulation S-K for DHAC, Vsee and iDoc. See Item 14(h) and
Item 17(b)(5)of Form S-4; and
•You may supplement your discussion of the historical results of operations of each
entity by providing and discussing the pro forma financial information included
elsewhere in the filing.. You may present pro forma revenues and costs of sales for
2020. If you do so, ensure such presentation is in accordance with Article 11 of
Regulation S-X and that you adequately disclose and discuss any underlying pro
forma adjustments.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 7
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 7
Critical Accounting Policies, page 180
24.Please provide separate critical accounting policies for VSee and iDoc.   E