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United States securities and exchange commission logo
May 5, 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. 2 to Registration Statement on Form S-4
Filed April 14, 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 February 7, 2023 letter.
Registration Statement on Form S-4 filed April 14, 2023
Cover Page
Letter to Stockholders, page i
1.We note the revisions to the letter to stockholders in response to comment 1; however, our
comment sought for you to quantify the cost per share paid or to be paid by these
investors.  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 for each of
the PIPE agreements, the backstop agreement, the bridge notes.  In revising the letter to
shareholders, revise to clarify what actions will be taken with respect to each prior to and
surrounding consummation of the business combination with respect to each of these
agreements and their related securities, or those securities into which they are convertible,

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so that it is clear when or how they convert into securities of the new company.  Clarify
that none of the participants in these transactions are receiving securities registered
pursuant to this registration statement.
2.We note that the closing of the sale of PIPE Shares and PIPE Warrants is conditioned
upon Business Combination closing by July 10, 2023 and DHAC/the Combined Company
having cash and cash equivalents in the aggregate of at least $8 million in connection with
the Closing. Please disclose whether these same closing conditions also apply to the
Backstop Agreement.
3.The discussion of the various scenarios contains significant repetitive information
regarding the assumptions for each scenario, which clouds whether and to what degree the
assumptions differ.  Revise to combine the assumptions, to the extent practicable, and
provide the no redemption and maximum redemption scenarios in chart form.  In doing
so, provide the sponsor's beneficial ownership also assuming he purchases the entire
Additional PIPE financing.  Given the small number of public shares that remain
outstanding, revise the chart on page 27 to eliminate the 25% and 75% redemptions and
provide legible disclosure.  On page 27, provide the Sponsor's maximum potential
beneficial ownership, assuming he purchases the Additional PIPE shares and any other
potential investment available, in the chart, rather than the footnotes.
Summary of the Proxy Statement/Prospectus/Consent Solicitation, page 16
4.We note that on March 31, 2023, you were notified by Nasdaq that the Company is not in
compliance with the market value of listed securities requirements for continued listing on
The Nasdaq Global Market. Please include a recent development section in your
prospectus summary to disclose the Nasdaq notification letter, your current value and the
impact on your Company if you are unable to regain compliance.
5.We note the additional PIPE financing added in this amendment.  Revise the summary to
highlight in one place the timing of the cash flow requirements for all of the financial
arrangements addressed in the document, including the pipe financing, backstop
arrangements, convertible notes.  Also identify a timeline when shares will become
issuable pursuant to the various arrangements.  Revise to highlight the chart related to the
sources and uses of cash from page 142-43, revised to clarify the impact of the redemption
of the bridge notes.
6.Please quantify the total outstanding common shares at the close of the business
combination that will be restricted from immediate resale but which may be sold into the
market in the near future and/or are subject to registration rights.  Include a discussion of
any convertible securities.

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Q: What interests do our Initial Stockholders (which includes our Sponsor and our certain of our
current officers and directors) . . ., page 46
7.We note your revisions in response to our prior comment 5 and reissue in part. We note
that your table on page 46 does not account for 25,875 founder shares. Please revise your
table to disclose the ownership of all 2,875,000 founder shares and to disclose the
purchase price and market value of the investments for each of your Initial Stockholders.
Please also disclose the aggregate dollar amount that each of Mr. Lawrence, in his
capacity as owner of SCS Capital Partners and manager of the Sponsor, and the Sponsor
have at risk that depend upon the completion of the business combination, including
the potential profits related to the founder shares and private placement shares, and both
loans.
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 52
8.We note your revisions in response to our prior comment 6 and reissue. Please highlight
the material differences in the terms and price of the public securities issued at the time of
the IPO as compared to the Additional PIPE Securities contemplated by the Backstop
Agreement. We further note that even though the PIPE Shares have an initial conversion
price of $10.00, the PIPE Investors may convert all or any part of the PIPE Shares "at any
time at the Alternate Conversion Price." Please revise to clarify the implications of
the Alternate Conversion Price on the number of shares of common stock that may be
issued, including whether it will result in a material discount per share as compared to the
public securities issued at the time of the IPO.
9.We note the disclosure that, "[t]o the extent not utilized to consummate the Business
Combination, the proceeds from the Trust Account will be used to repay the Bridge Notes
and for general corporate purposes, including, but not limited to, working capital for
operations, capital expenditures and future acquisitions."  We also note the disclosure on
pages 142-143 regarding the sources and uses of funds for the business combination.
Revise this Q&A to clarify the company's cash position in light of that disclosure, and
provide the charts from those pages in the Q&A.  Revise those charts and the chart on
page 113 to clarify if they include cash from the bridge notes, which will be refunded
from the PIPE.  If so, clarify how much cash will be on hand once the bridge notes are
redeemed.
Risk Factors, page 64
10.We note that you have removed the section titled "Risks Related to VSee and iDoc Being
a Public Company" in response to our prior comment 11, and we reissue the
comment. Please revise to expand the risk factors section to describe the risks associated
with each VSee and iDoc becoming public companies based on factors related to their
individual businesses, as distinct from any private company that seeks to go public. In
doing so, consider whether these two individual private companies providing

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potentially different products or services in different fields of expertise, governed by
different regulations and operating in different geographical areas with different target
customers would have different risks.
DHAC is requiring stockholders who wish to redeem their Shares in connection with a proposed
business combination to comply with . . ., page 87
11.We note your revisions on page 88 in response to our prior comment 12. Please provide
more prominent disclosure on the cover page that you are requiring public shareholders
who wish to redeem their ordinary shares to either tender their physical certificates to
Continental transfer agent or deliver their shares to Continental electronically two
business days before the DHAC Special Meeting. Please also provide prominent
disclosure on the cover page and in the Q&A section that shareholders should allot at least
two weeks to obtain physical certificates from the transfer agent.
Proposal 1--The Business Combination Proposal
Background of the Business Combination, page 121
12.We note the added disclosure regarding the focus of the potential target, added on page
122.  We note that DHAC filed its final IPO prospectus on November 4, 2021 and
completed its IPO on November 8, 2021.  On page 122, you disclose, "[t]wo of the DHAC
Board Members, George McNellage and Frank Ciufo, had an existing sales channel
relationship with Premiere, Inc., a leading healthcare improvement company, uniting a
substantial alliance of U.S. hospitals, health systems and other providers and
organizations. At the outset of the vetting process, DHAC management determined that
part of the vetting process was to ensure that any target could immediately take advantage
of that potential sales channel."  We note no disclosure of this intent in your IPO
prospectus.  We also note the criteria cited in the IPO prospectus appears more broad than
SCS or the DHAC board members used in conducting this search, as identified in this
section.  Revise to disclose what consideration the Special Committee gave to the fact that
the criteria used to identify or eliminate potential candidates was not consistent with what
was identified in the initial public offering prospectus as your "Business Combination
Criteria."  In addition, clarify what consideration the board gave to whether, and to what
extent, each of VSee and iDoc fit those criteria.
13.We note your revisions in response to our prior comment 15. Disclose any discussions
related to Premier and clarify how you intended DHAC, VSee and/or iDoc to  potentially
take advantage of the sales channel relationship, including disclosure of any formal or
informal arrangements in that regard. Please revise the relevant sections of the summary
and Q&A to disclose the intended relationship with Premier and the board members'
relationships with that company, disclose the business of that company, their monetary
interests in that company and whether any members of management at VSee or iDoc have
relationships with or beneficial ownership in Premier.  Dislose if either of those
companies had business relationships with Premier at the time these discussions began

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and if they do now.  Finally, revise the biographies of Messrs. Ciufo and McNellage on
page 255 to clarify the business of Premier.  Clarify if Premier, Inc. is or has been
affiliated with Dr. Metzger's former employer.
14.We note your revisions in response to our prior comment 16, and reissue the comment in
part. Please expand your disclosure to provide additional detail as follows:
•Revise the background section to clarify the dates of meetings or tell us why you
cannot provide the dates.  It is unclear why you state "on or about" for several dates.
•Disclose the date of the non-binding term sheet with VSee and iDoc referenced on
pages 122 and 123.  You refer to it in several places but do not provide a date.  Also
disclose the terms proposed.
•Identify the "members of DHAC management" to whom you refer in the background
section.  DHAC has two executive officers and five board members, and according to
page 177, does not have any employees.
•Disclose the members of the "DHAC team" who conducted the review of the
business model between November 21, 2021 and December 1, 2021.
•Disclose the structures proposed by Mr. Chen between November 19 - 29, 2021, the
Board's position on those structures;
•Disclose how the Board arrived at its $100M valuation of the combined entity, and
•Disclose what terms were proposed in the initial letter of intent on December 15,
2021 and who presented the LOI to the parties.
•Please revise to clarify the dates for the last two paragraphs on page 126 and the first
paragraph on page 126, as they appear to be incorrect.
•Disclose the potential size and pricing structure of the PIPE addressed in March-April
2022.
•On page 127, clarify when following the initial announcement the parties determined
to change the consideration for the business combination.  We note the announcement
was on June 16, 2022, and the revised draft business combination was circulated on
June 28, 2022.  Provide further detail of the events in this time frame and until the
agreement was finalized August 7, including the material terms that were under
discussion.  Provide similar detail for the events leading to the second amendment to
the agreement.  We note that for both amendments, the reasoning offered for the
amendment was that the VSee and iDoc shareholders should only DHAC stock.
Please clarify the impetus for the changes and clearly state the material changes to the
documents with each iteration.  Clarify why it the need for change became clear so
soon after the respective announcements.
•On page 127, disclose the terms of the initial pipe transaction.
•Revise to disclose how the PIPE SPA Amendment came to fruition and the purpose
of that agreement.
15.We note your revisions in response to our prior comment 17 and reissue in part. Please
disclose the specific dates in which conversations with each potential
target company were initiated and when each potential target was eliminated from
consideration.

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16.We note your revisions in response to our prior comment 19.  Please revise your
disclosure to provide your basis for the statement that "The DHAC Board considered the
terms of the proposed equity line to be market in that they were substantially similar to
those of other equity lines."
Digital Health Acquisition Corp.'s Board of Directors' Discussion of Valuation, Reasons for the
Approval of the Business Combination . . ., page 130
17.We note your response to our prior comment 20 and reissue the comment. Please clarify
the board how the DHAC Board considered that "many of these conflicts of interests
were present in similar transactions" supported the Board's decision to recommend the
transaction.
18.We note your revisions in response to our prior comment 21. Please revise the last
sentence of your fairness opinion disclosure on page 142 to clearly state whether the
DHAC Board feels it is appropriate to continue to rely on the fairness opinion rendered by
Cassel Salpeter.
Information About VSee/iDoc, page 183
19.We note your revisions in response to our prior comment 25 and reissue the comment.
Please expand the appropriate VSee or iDoc Management's Discussion and Analysis
Section to address each revenue opportunity that y