SecProbe.io

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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    January 23, 2024
    Client-Matter:
    65537-032

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. 4 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. 5 to the Company’s Registration
Statement on Form S-4 (the “Amendment No. 5”). Amendment No. 5 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 June 15, 2023 (the “Staff’s Letter”) relating to the Company’s Amendment No. 4
to Registration Statement on Form S-4 as submitted with the Commission on May 22, 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. 5.

Amendment No. 4 to Registration Statement
on Form S-4 filed on May 22, 2023

Cover Page

Letter to Stockholders, page i

 1. We note your revisions in response
                                            to our prior comment 1 and reissue in part. Please disclose the equivalent price per share
                                            paid by the PIPE Investors and A.G.P. for the common stock they stand to hold after the conversion
                                            of their Series A and Series B Preferred Stock.

Response: Please note that due to the changes in the transaction
deal terms, there is no longer a PIPE Financing or Series B Financing. Our responses to the Staff’s Comments have been applied to
the conversion of the Series A Shares and the Convertible Notes, as more fully described in Amendment No. 5. The Letter to Stockholders
has been revised the Cover Page (and similar disclosures throughout Amendment No. 5) to indicate that (A) the Series A Shares
would convert into an aggregate of (i) 615,800 shares of DHAC Common Stock assuming a $10.00 conversion price and a Common Stock
equivalent per share price of $10.00, (ii) 1,231,600 shares of DHAC Common Stock assuming a $5.00 conversion price and a Common Stock
equivalent per share price of $5.00 and (iii) 3,079,000 shares of DHAC Common Stock assuming a $2.00 conversion price and a Common
Stock equivalent per share price of $2.00 and (B) the Convertible Notes would convert into an aggregate of (i) 620,375 shares of
DHAC Common Stock assuming a $10.00 conversion price and a Common Stock equivalent per share price of $10.00, (ii) 1,240,749 shares
of DHAC Common Stock assuming a $5.00 conversion price and a Common Stock equivalent per share price of $5.00 and (iii) 3,101,872
shares of DHAC Common Stock assuming a $2.00 conversion price and a Common Stock equivalent per share price of $2.00.

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

Re: Digital Health Acquisition Corp. Form S-4 Amendment No.5

January 23, 2024

Page 2 of 6

 2. We note the Extension Financing
                                            you entered into with "an institutional investor" for a $250,000 loan at a 10%
                                            interest rate. Please clarify whether this is the same loan that was issued by SCS Capital
                                            Partners on May 5, 2023, disclosed in the next full paragraph. To the extent that SCS
                                            Capital Partners did issue the Extension Note and entered into the related securities purchase
                                            agreement with DHAC, please revise your disclosure throughout to identify SCS Capital Partners
                                            as the Extension Financing lender and revise to eliminate any redundant disclosure. Please
                                            also revise your dilution tables on pages 101 and 102 to refer to the 26,086 warrants
                                            as the Extension Warrants held by SCS Capital Partners instead of "Other Stockholders."

Response: The Extension
Financing of $250,000 was provided by an institutional investor that is unaffiliated with the Company and such loan was separate and
apart from the $200,000 loan provided by SCS Capital on May 5, 2023. The Letter to Stockholders on the Cover Page has been
revised (and related disclosures throughout Amendment No. 5) to indicate the institutional investor is an unaffiliated
institutional investor.

Ownership of the Post-Business Combination
Company After the Closing, page 30

 3. We note your revisions in response
                                            to comment 3. As the Sponsor and/or Initial PIPE investors may acquire shares in at the rate
                                            of $10, $5 and $2 per share, depending on the conversion rate under circumstances as outlined
                                            elsewhere in the prospectus, please revise all the redemption scenarios throughout the document
                                            to include the maximum number of shares they can obtain at the $2 per share conversion ratio,
                                            including the risk factor on page 100. When revising the document, including the shareholder
                                            letter, please also clarify the rate at which it is expected that these investors will convert
                                            the PIPE shares. For example, given the current or expected trading price, or any factors
                                            under the conversion feature, clarify if it remains applicable or reasonably expected that
                                            the Sponsor or Initial PIPE investors would convert at $10 per share. If not, so clarify
                                            and eliminate any such option from the dilution charts.

Response:
All the redemption scenarios in Amendment No. 5 on each of the Cover Page, pages 33, 48, 103, 177, 183, 191, 195, 200,
244,and 259, have been revised to include the maximum Series A Shares and Convertible Notes shares issuable assuming a $2 conversion ratio
in both maximum and no redemption scenarios. In response to the Staff’s comment regarding expected rate of conversion, Amendment
No. 5 has been revised on each of the Cover Page, pages 33, 48, 103, 177, 183, 191, 195, 200, 244,and 259. Given
the current trading price of DHAC’s common stock, the Company cannot reasonably clarify the rate at which it is expected that these
investors will convert the Series A Shares and Conversion Notes.

Q: Are there any arrangements to help ensure
that DHAC will have sufficient funds, together with the proceeds in its Trust Account . . . , page 60

 4. We note your revisions in response
                                            to our prior comment 8 and reissue in part. We note your statement that the PIPE Shares would
                                            convert into an aggregate of "(i) 1,756,950 shares of DHAC Common Stock assuming
                                            a $10.00 conversion price, (ii) 3,513,900 shares of DHAC Common Stock assuming a $5.00
                                            conversion price and (iii) 8,784,500 shares of DHAC Common Stock assuming a $2.00 conversion
                                            price." Please revise this statement to include the effective price paid per share of
                                            Common Stock in each of these conversion scenarios.

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.5

January 23, 2024

Page 3 of 6

Response:
In response to the Staff’s comment, the disclosure on pages 62-64 has been revised to include the equivalent price
paid per share in each of the conversion scenarios related to the Series A Shares and the Convertible Notes.

Proposal No. 1--The Business Combination

Background of the Business Combination, page 132

 5. We note the revised disclosure
                                            in response to comment 12. Revise to clarify Mr. Ciufo's "existing sales channel
                                            relationship with Premier, Inc." as of the time of the initial public offering.
                                            Revise his background experience on page 290 to disclose when he became a consultant
                                            for Premier.

Response:
In response to the Staff’s comment, the disclosure on page 134 have been revised accordingly.

 6. We note your revisions in response
                                            to our prior comment 14 and reissue in part. Please expand your disclosure to provide additional
                                            detail as follows:

 • Please disclose the material terms
                                            of the initial draft letter of intent submitted by DHAC on December 15, 2021, and all
                                            subsequent letters of intent.

Response:
In response to the Staff’s comment, the disclosure on page 139 has been revised accordingly.

 • Please explain how the parties
                                            arrived at the PIPE size of $10,000,000 to $15,000,000 and the convertible note structure.

Response: The parties determined that the initial $10 million
target, which was later increased to $15 million, for the PIPE was appropriate considering the agreement further to the letter of intent
to have $10 million available post business combination for working capital; as redemption rates for similar SPAC transactions were are
substantially high rates, DHAC wanted to ensure there would be sufficient funds available even in light of possible substantial redemptions.
Please note that the PIPE Financing is no longer applicable; however, the history of such negotiations is described in Amendment No. 5.

 • We note your statement that the
                                            negotiations related to the First Amended and Restated Business Combination Agreement "revolved
                                            around the terms and conditions set forth in the amended agreement now that the consideration
                                            was also to consist of promissory notes of DHAC." Please disclose the terms and conditions
                                            that were negotiated and how the inclusion of promissory notes in the consideration instead
                                            of cash impacted the terms and negotiations.

Response:
In response to the Staff’s comment, the disclosure on page 142 have been revised accordingly. No material terms of the
total consideration to be issued to VSee or iDoc holders were the subject of negotiations and no other material changes were made to the
First Amended and Restated Business Combination Agreement compared to the Original Business Combination Agreement.

 • Please also disclose the changes
                                            in material terms for the Second Amended and Restated Business Combination Agreement, including
                                            the negotiations and how the change to equity-based compensation affected the negotiations
                                            and resulting terms. When revising this section, disclose all material changes between the
                                            Original Business Combination Agreement, the First Amended Business Combination Agreement
                                            and the Second Amended Business Combination Agreement.

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.5

January 23, 2024

Page 4 of 6

Response:
In response to the Staff’s comment, the disclosure on pages 142-144 has been revised accordingly. The revisions to the
Second Amended and Restated Business Combination Agreement and related agreements and disclosure schedules were to reflect that the consideration
to be paid to VSee and iDoc stockholders was 100% shares of DHAC Common Stock, that the PIPE was to be an offering of equity. No other
material changes were made to the Second Amended and Restated Business Combination Agreement compared to the First Amended and Restated
Business Combination Agreement. As disclosed in the Registration Statement, the First Amendment to the Second Amended and Restated Business
Combination Agreement further amended the agreement to remove the $10 million minimum cash requirement as a closing condition. In addition,
the revisions to the Third Amended and Restated Business Combination Agreement and related agreements and disclosure schedules were to
reflect the termination of the PIPE Financing and the related Backstop Financing, to provide for the conversion of various indebtedness
of DHAC, iDoc and VSee to Series A Preferred Stock of DHAC or into class B common stock of iDoc or VSee, and to provide for entry into
the Exchange Financing and the Equity Financing, as more fully described in Amendment No. 5.

Digital Health Acquisition Corp.'s Board
of Director's Discussion of Valuation, Reasons for the

Approval of the Business Combination. .
. ., page 143

 7. Given the numerous revisions
                                            to the business combination agreement, please revise this section and throughout the document
                                            to specify to which version of the business combination agreement you refer (Original, First
                                            Amended, Second Amended, First Amendment to Second Amended Business Combination Agreement, etc.).
                                            For example, please revise the proxy proposal to clarify, if true, that you are seeking shareholder
                                            approval of the Second Amended Business Combination Agreement. In addition, please revise
                                            the question and response heading on page 42 to clarify that you did not seek a second
                                            fairness opinion after the Original Business Combination Agreement was revised. Finally,
                                            add a risk factor reflecting the Board's decision not to obtain an updated fairness opinion
                                            given the changes to the business combination agreement, including the consideration, and
                                            the revised projections.

Response:
In response to the Staff’s comment, the disclosure on pages 46 and 146 has been revised accordingly. The ri