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CORRESP
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    Thomas
                                            J. Poletti

    Manatt, Phelps &
    Phillips, LLP

    Direct Dial:
    (714) 371-2501

    TPoletti@manatt.com

    January 19, 2023
    Client-Matter: 65537-030

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Julie Sherman; Jeanne Baker;
Jordan Nimitz; Abby Adams

    Re:
    Digital Health Acquisition Corp.

    Registration Statement on Form S-4 Filed
    November 4, 2022

    File No. 333-268184

    CIK No. 0001864531

Dear Ms. Julie Sherman, Ms. Jeanne
Baker, Mr. Jordan Nimitz and Ms. Abby Adams:

On
behalf of our client, Digital Health Acquisition Corp. (the “Company”), we hereby file Amendment No. 1 to the Company’s
Registration Statement on Form S-4 (the “Amendment No. 1”). Amendment No. 1 is filed to provide responses
to comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in a letter dated December 2, 2022 (the “Staff’s Letter”) relating to the Company’s Registration
Statement on Form S-4 as submitted with the Commission on November 4, 2022. In order to facilitate your review, we have responded,
on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are
set forth below in bold font and our response follows each respective Comment. In our response, page number references are to Amendment
No. 1. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 1.

Amendment
No. 1 to Registration Statement on Form S-4

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.

Response:
In response to the Staff’s comment, the cover page of the Registration Statement
has been revised accordingly.

 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.

Response:
In response to the Staff’s comment, the cover page of the Registration Statement
has been revised accordingly.

Manatt, Phelps &
Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston
| Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

Attention: Julie Sherman; Jeanne Baker;
Jordan Nimitz; Abby Adams

Re: Digital Health Acquisition Corp.
Form S-4 Amendment No.1

January 19,
2023

Page 2 of 15

Notice of Special Meeting

 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.

Response:
In response to the Staff’s comment, the Cover Page, Letter to Shareholders, Q&A and
Summary of the Registration Statement have been revised accordingly.

Market
and Industry Data

 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.

Response:
In response to the Staff’s comment, the applicable statements have been deleted.

Q:
Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 17

 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.

Response:
In response to the Staff’s comment, the Q&A was revised accordingly.

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.

Response:
In response to the Staff’s comment, a new Q&A was added and the Summary revised accordingly.

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.

Response:
In response to the Staff’s comment, the applicable disclosure has been revised and clarified.

Manatt, Phelps &
Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston
| Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

Attention: Julie Sherman; Jeanne Baker;
Jordan Nimitz; Abby Adams

Re: Digital Health Acquisition Corp.
Form S-4 Amendment No.1

January 19,
2023

Page 3 of 15

Because the post-combination company
will be a publicly traded company by virtue of a merger as opposed to an underwritten . . ., page 85

 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.

Response:
In response to the Staff’s comment, the risk factor has been revised accordingly.

The
Sponsor, which owns Private Units and founders shares, and the other Initial Stockholders which
own founders shares, will not . . ., page 85

 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.

Response:
In response to the Staff’s comment, the risk factor has been revised to indicate such
Initial Stockholders were not provided any consideration in exchange for this agreement.

Risk Factors

DHAC's
shareholders will experience dilution due to the issuance of securities in the Business Combination...,
page 89

 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.

Response:
In response to the Staff’s comment, the risk factor has been revised accordingly.

The
Business Combination Agreement, page 107

 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.

Response:
In response to the Staff’s comment, the disclosure has been revised accordingly.

Background
of the Business Combination, page 116

 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.

Response:
The Company and the board received fairness opinion letter and board book, each dated August 8, 2022, prepared by Cassel Salpeter &
Co. in connection with the Business Combination. The fairness opinion letter was attached as Annex G to the Registration Statement. The
board book will be submitted to the Commission via a separate response letter with a request for confidential treatment.

Manatt, Phelps &
Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston
| Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

Attention: Julie Sherman; Jeanne Baker;
Jordan Nimitz; Abby Adams

Re: Digital Health Acquisition Corp.
Form S-4 Amendment No.1

January 19,
2023

Page 4 of 15

 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.

Response:
In response to the Staff’s comment, the disclosure has been revised accordingly.

 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.

Response:
In response to the Staff’s comment, the disclosure has been revised accordingly.

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.

Response:
In response to the Staff’s comment, the disclosure has been revised accordingly.

 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