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February 7, 2023
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 19, 2023
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 2, 2022 letter.
Registration Statement on Form S-4 filed January 19, 2023
Letter to Stockholders, page i
1.We note the disclosure of the total investments in the PIPE Securities Purchase
Agreement, the Backstop Agreement, and the convertible Bridge Notes.  In addition to the
total investments, please revise to disclose the equivalent price per share, so that it any
discounted terms paid by these parties are clear to the public shareholders of DHAC.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 2
Questions and Answers About the Business Combination
Q: What is the business of each of VSee and iDoc?, page 16
2.We reissue comment 6.  We note in your description of iDoc here and on page 41 your
statement that "iDoc’s core service delivers neuro critical care through a proprietary
technology platform and its exclusive modular software solution, VSee."  You appear to
address the two entities to be acquired as if the business combination has already taken
place. Please revise your statement to present the business of the two separate entities
before the combination. To the extent that VSee and iDoc have a pre-existing relationship
before the Business Combination, revise to clarify this in relevant sections throughout the
document, including here, the background of the transaction and in the discussion of each
company's business.
3.We note the statements in this added disclosure that "VSee is a leading telehealth software
platform" and "iDoc Telehealth Solutions is a leading high acuity patient care solution."
Please substantiate these and other statements of leadership throughout the document or
revise to state them as your beliefs.
Q: Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 17
4.We reissue comment 5.  Please address the fact that the fairness opinion was provided
prior to the amended business combination agreement and before the projections were
adjusted downward, which includes disclosing the information and what consideration the
Board gave to these facts.  Also, revise to clarify that the projected operating revenues
were adjusted downward after the fairness opinion and by how much, and whether the
Board felt these were also material changes.  Highlight in this Q&A why the Board chose
not to seek a new fairness opinion.
Q: What interests do our Initial Stockholders (which includes our Sponsor and our certain of our
current officers and directors) . . ., page 25
5.We reissue comment 7.  Revise to separately quantify the the financial investment each of
the directors and executive officers as well as Mr. Sands stand to lose if the business
combination does not go forward, including his interests in shares he beneficially owns
through the Sponsor, SCS Capital Partners and any other entity.  Also quantify the amount
he and other officers and directors have loaned the company, advanced the company in
expenses, and personally invested or pledged to invest in the initial PIPE, the Additional
PIPE, the Backstop Agreement and any other financial arrangements secured to attempt to
have this transaction go forward.  Revise to clarify what consideration the Board gave to
those investments when it made its fairness determination.

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 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
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Q: Are there any arrangements to help ensure that DHAC will have sufficient funds, together
with the proceeds in its Trust Account, to meet , page 30
6.Please highlight the material differences in the terms and price of the securities issued at
the time of the IPO as compared to the Additional PIPE Securities contemplated by the
Backstop Agreement. We note, for example, that the additional 2,000 shares of Series A
Preferred Stock appear to be convertible at a material discount of $8.54 per share rather
than the original conversion price of $10.00 per share. Please also revise your disclosure
throughout to discuss the potential impact of the Additional PIPE Securities on non-
redeeming shareholders.
Summary of the Proxy Statement/Prospectus/Consent Solicitation, page 40
7.Relocate your summary to start in the forepart of the document, before the Questions and
Answers, rather than on page 40.  Refer to Item A.3 of Form S-4.
8.We note on page 40 you continue to base all share calculations assuming no exercise of
redemption rights by DHAC's shareholders.  Tell us why you believe this assumption is
reasonable.
Risk Factors, page 62
9.As addressed in the Business Section, revise the introduction to the Risk Factors to
eliminate the references to the "Company" as the combined entity of the two private
companies before the business combination, as the business combination has not taken
place and this registration statement is filed by DHAC and speaks to its security holders
with respect to its proxy solicitation to determine whether they should approve the
business combination.  Revise the risk factors throughout to clarify to which of the three
companies you refer when describing each risk.  For example, on page 70, you state, "we
depend on our senior management," without identifying a company or any member of
management.  Generally, revise the risk factors to tailor them to this form of transaction
and this transaction in particular, rather than presenting generic risks.
10.In the risk factor on page 79 regarding physician licensing and credentials, revise to
clarify whether this risk factor impacts only VSee, or iDoc or both.  Revise the Business
section of the whichever affected company, or both, to clarify in what jurisdictions they
currently operate and to describe the government regulations on both physician licensure
and, to the extent applicable, the corporate practice of medicine.  Clarify how you are able
to structure the business in compliance with any restrictions related to the licensure laws
of the particular states.
11.Revise the risks related to VSee and iDoc being a public company to provide additional
information.  The risk factor beginning on page 82 contains numerous risks that should be
expanded and explained in more detail.  Please revise, and when doing so, consider
whether these two individual private companies providing different services would have
different risks.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 4
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 4
12.We note the risk factor on page 85 regarding redemption rights.  Clarify whether you are
meaningfully offering redemption rights given the language in this risk factor.
13.The purpose of the first full risk factor on page 86 is unclear.  Revise the heading to
clarify that the stock price must be above $18 per share for 20 days for DHAC to redeem
the warrants.  Disclose the stock price during the last six months to clarify the value of the
warrants at the current time.
Background of the Business Combination, page 116
14.We note your engagement with SCS Capital Partners to help identify potential target
companies for review.  Please clarify if you have entered into any agreement with SCS
Capital Partners.  If so, please disclose the material terms of the agreement in an
appropriate section of the registration statement and file it as an exhibit.  Refer to Items
404 and 601(b)(10)(ii) of Regulation S-K.  If there is no agreement, and Mr. Sands is
involved in the negotiations because, he is "an owner of founder shares," as indicated in
the deleted disclosure, it appears that disclosure should be restored to clarify Mr. Sands'
participation in selecting the targets, due diligence and presence for Board presentations.

15.We note your revisions in response to our prior comment 13. We note your statement that
two DHAC Board Members have an "existing sales channel relationship with a leading
healthcare improvement company." Please revise to i) identify the two DHAC Board
Members and the healthcare improvement company, ii) to disclose the nature of this sales
channel relationship, and iii) clarify when "DHAC management determined that part of
the vetting process was to ensure that any target could immediately take advantage of that
potential sales process."
16.We note your revisions in response to our prior comment 14 and reissue in part. Please
revise your disclosure to i) identify who acted on behalf of each of the parties with respect
to identified actions and negotiations; ii) the material terms for any proposals, terms
sheets, and subsequent proposals and counter offers; iii) negotiation of the transaction
documents and the parties involved in any discussions; iv) potential valuations; and v) at
what point each other strategic alternative was eliminated from consideration and why.
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 on these
terms is being recommended as opposed to any alternatives or prior iterations.  Also revise
to clarify the dates of Board meetings and actions taken by the Board during the course of
these negotiations.
17.We note your revised disclosure of the dates in which DHAC engaged in discussions with
the potential target companies on page 117. Please revise to further specify the date in
which conversations with these companies were initiated and when DHAC eliminated
each potential target from consideration, and specifically who at DHAC made the
determination that DHAC would not go forward with each particular target, rather than

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 February 7, 2023 Page 5
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Digital Health Acquisition Corp.
February 7, 2023
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"DHAC management."
18.We note your disclosure that “Early in 2021, VSee and iDoc had the occasion to meet at
the HIMSS Global Health Conference & Exhibition held in Las Vegas, Nevada“ and that
“The addition of companies similarly situated to iDoc would have been natural add on
targets to a telehealth company platform post business combination and the opportunity to
add both companies as part of one integrated transaction was viewed favorably by DHAC
management.” To the extent applicable, please disclose whether VSee and iDoc had a pre-
existing relationship before they were approached for the Business Combination, and if
so, the nature of this relationship. Please also discuss which company SCS Capital
approached first and when in the process the prospect of acquiring both
companies was raised and discussed.
19.We note your revisions in response to our prior comment 15 and reissue in part. Please
revise to expand your disclosure of the the below items related to negotiations and
discussions regarding terms of the Bridge and PIPE financings:
•Please elaborate on what topics were discussed during the rounds of Bridge
Financing negotiations that occurred between July 21, 2022 and October 5, 2022,
including the evolution of key terms such as the structure, size, timing  and pricing of
these transaction;
•Please explain why DHAC could not proceed with the term sheets proposed by two
out of the three potential PIPE investors, including the specific terms that were
unacceptable to the Bankers; and
•Please revise to clarify how the material terms of the $100M equity line
agreement evolved during the negotiations, including when and how the parties
determined that an ELOC was necessary and any proposals and counterproposals
made during the course of negotiations for the material issues discussed.
Digital Health Acquisition Corp.'s Board of Directors' Discussion of Valuation, Reasons for the
Approval of the Business Combination . . ., page 123
20.We note the revised disclosure in response to comment 17.  Revise to clarify on what
basis the Board determined that the fact that "many of these conflicts of interests
were present in similar transactions" provided a basis for recommending the transaction.
21.We note your revisions in response to our prior comment 18 and reissue the comment in
part. Please revise this section 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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 6
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 6
22.Given the prior disclosure that "Mr. Lawrence Sands is . . . an owner of founder shares"
and he was incentivized to complete the Business Combination rather than lose "his entire
investment" as previously disclosed on what are now page 127, revise the added
disclosure on page 127 regarding SCS Capital partners to clarify whether the Company
had a choice whether to "agree to work with SCS Capital Partners to help identify
potential targets for initial review" or to choose a different management consultant.
Clarify what consideration the Board gave to Mr. Sands' involvement in the selection of
the transaction targets and extensive involvement and stake in the negotiations in reaching
their fairness determination.
Proposal No. 3--The Bylaws Proposal, page 141
23.We note your revisions in response to our prior comment 19 and reissue the comment.
Revise to summarize the “administrative and clarifying changes” necessary to align the
Proposed Bylaws with the Charter Amendment Proposals.  Disclose that you have
summarized all material amendments to the bylaws for which you seek approval.
Material U.S. Federal Income Tax Considerations, page 163
24.We note the revised disclosure in response to comment 20.  Revise the heading and first
line and elsewhere in his section to clarify that you are disclosing the material U.S. federal
income tax consequences, not "considerations" to holders of DHAC stock as well as VSee
and iDoc shareholders. We note the disclosure that it is intended that the Business
Combination qualify as a tax-free reorganization within the meaning of Section 368(a) of
the Code. Please revise your disclosure to clearly state counsel's opinion on whether the
transaction will qualify as a Section 368(a) reorganization. Whenever there is significant
doubt about the tax consequences of the transaction, it is permissible for the tax opinion to
use “should” rather than “will,” but counsel providing the opinion must explain why it
cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Please
refer to Sections III.B and C of Staff Legal Bulletin 19.  When you revise the disclosure,
please remove the inappropriate disclaimers