SecProbe.io

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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    May 15, 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. 2 to Registration Statement on
    Form S-4

    File No. 333-268184

    CIK No. 0001864531

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

On behalf of our client,
Digital Health Acquisition Corp. (the “Company”), we hereby file Amendment No. 3 to the Company’s Registration
Statement on Form S-4 (the “Amendment No. 3”). Amendment No. 3 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 May 5, 2023 (the “Staff’s Letter”) relating to the Company’s Amendment No. 2
to Registration Statement on Form S-4 as submitted with the Commission on April 14, 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. 3.

Amendment No. 3 to Registration Statement
on Form S-4

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, 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.

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

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

Re: Digital Health Acquisition Corp. Form S-4 Amendment
No.3

May 15, 2023

Page
2 of 11

 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.

Response:
In response to the Staff’s comment, the letter to stockholders has been revised to disclose that the 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.

Response:
In response to the Staff’s comment, applicable charts have been inserted in the letter to stockholders, and the scenarios
chart has been updated to reflect Sponsor’s maximum potential beneficial ownership assuming Sponsor purchases all of the Additional
PIPE Financing.

Summary of the Proxy Statement/Prospectus/Consent Solicitation,
page 17

 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.

Response:
In response to the Staff’s comment, the summary has been revised to include a recent developments section disclosing
the Nasdaq notification letter and related information.

 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.

Response:
In response to the Staff’s comment, the summary has been revised to summarize the timing of cash flows and timeline
of shares issuable, and to include reference to the sources and uses chart as revised.

 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.

Response:
In response to the Staff’s comment, the summary has been revised to summarize the restricted shares subject to future
resale and/or registration rights, as well as a discussion of the convertible securities that will be outstanding at the closing of the
business combination.

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.3

May 15, 2023

Page
3 of 11

Q: What interests do our Initial Stockholders (which includes
our Sponsor and our certain of our current officers and directors) . . ., page 56

 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.

Response:
In response to the Staff’s comment, the applicable table has been updated, and the disclosures in such Q&A have
been 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 63

 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.

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

 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.

Response:
In response to the Staff’s comment, the Q&A 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.3

May 15, 2023

Page
4 of 11

Risk Factors, page 76

 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 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.

Response: In
response to the Staff’s comment, the risk factors have been updated to include “Risks Related to VSee and iDoc Being a
Public Company” in a separate section. In response to the Staff’s comments to “consider whether these two
individual private companies providing 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”, the Company respectfully submits that the risk factors otherwise as currently set forth in Amendment No. 3
adequately describe the risks associated with each of the targets’ individual operations.

DHAC is requiring stockholders who wish to redeem their Shares
in connection with a proposed business combination to comply with . . ., page 103

 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.

Response:
In response to the Staff’s comments, the notice to stockholders and redemption Q&A have been revised accordingly.

Proposal 1--The Business Combination Proposal Background of
the Business Combination, page 129

 12. We note the added disclosure regarding the focus of the