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CORRESP
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    Thomas
    J. Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    TPoletti@manatt.com

    April 14, 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.

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

  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. 2 to the Company’s
Registration Statement on Form S-4 (the “Amendment No. 2”). Amendment No. 2 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 February 7, 2023 (the “Staff’s Letter”) relating to the Company’s Amendment No. 1 to
Registration Statement on Form S-4 as submitted with the Commission on January 19, 2023. 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. Terms used but not defined herein have the
respective meanings assigned thereto in Amendment No. 2.

Amendment
No. 2 to Registration Statement on Form S-4 filed on January 19, 2023

Letter
to Stockholders, cover page

 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.

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

Questions and Answers
About the Business Combination

Q: What is the business
of each of VSee and iDoc?, page 36

 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.

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

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

Re: Digital Health Acquisition
Corp. Form S-4 Amendment No.2

April 14, 2023

Page 2 of 13

 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.

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

Q:
Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 37

 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.

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

Q:
What interests do our Initial Stockholders (which includes our Sponsor and our certain of our current officers and directors) . . .,
page 46

 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.

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

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

 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.

Response:
In response to the Staff’s comment, the Q&A was revised accordingly and disclosures on potential impact of the Additional
PIPE Securities on non-redeeming shareholders were 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.2

April 14, 2023

Page 3 of 13

Summary
of the Proxy Statement/Prospectus/Consent Solicitation, page 16

 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.

Response:
In response to the Staff’s comment, the applicable sections in the Registration Statement have been revised accordingly.

 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.

Response:
In response to the Staff’s comment, we have presented share calculations assuming no exercise of redemption, intermediate levels
of redemption and maximum redemption scenarios and we have revised the disclosure accordingly.

Risk
Factors, page 64

 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.

Response:
In response to the Staff’s comment, the applicable Risk Factors sections in the Registration Statement have been revised accordingly.

 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.

Response:
In response to the Staff’s comment, the applicable Risk Factors sections in the Registration Statement have been revised accordingly.

 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.

Response:
In response to the Staff’s comment, the applicable Risk Factors sections in the Registration Statement have 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.2

April 14, 2023

Page 4 of 13

 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.

Response:
In response to the Staff’s comment, the applicable Risk Factors sections in the Registration Statement have been revised accordingly.

 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.

Response:
In response to the Staff’s comment, the applicable Risk Factors sections in the Registration Statement have been revised accordingly.

Background
of the Business Combination, page 121

 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.

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

 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."

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

 16. We note your revisions in response
                                            to our prior comment 14 and reissue in part. Please revise your disclosur