SecProbe.io

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 January 5, 2026

Milton Chen
Co-Chief Executive Officer
VSee Health, Inc.
980 N Federal Hwy
Suite 304
Boca Raton , FL 33432

 Re: VSee Health, Inc.
 Registration Statement of Form S-1
 Filed December 29, 2025
 File No. 333-292464
Dear Milton Chen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: M. Ali Panjwani
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VSEE
HEALTH, INC.

 January
5, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 VSee Health, Inc.

 Registration Statement on Form S-1

 Filed December 29, 2025

 File No. 333-292464

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VSee
Health, Inc. (the "Company") hereby requests that the above-captioned registration statement (the "Registration Statement")
be declared effective at 4:30 p.m., Eastern Time, on Wednesday, January 7, 2026, or as soon thereafter as may be practicable.

 We
acknowledge that a declaration by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant
to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect
to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert
staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 Should
you have any questions regarding this matter or need any additional information, please contact the Company's legal counsel, M.
Ali Panjwani of Pryor Cashman LLP, at (212) 326-0820.

 Very truly yours,

 /s/ Milton
 Chen

 Milton Chen

 Co-Chief Executive Officer

 cc: M.
Ali Panjwani, Esq.

CORRESP
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VSEE
HEALTH, INC.

980 N Federal Hwy #304

Boca Raton, FL 33432

November 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    VSEE HEALTH, INC.

    Registration Statement on Form S-1 (File No.333-283115) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

VSee Health, Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, as amended,
be accelerated to 4:30 p.m., Eastern Time, on November 26, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

    VSEE HEALTH, INC.

    By:
    /s/ Imoigele Aisiku

    Name:
    Imoigele Aisiku

    Title:
    Co-Chief Executive Officer

November 15, 2024
Imoigele Aisiku
Co-Chief Executive Officer
VSee Health, Inc.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:VSee Health, Inc.
Registration Statement on Form S-1
Filed November 12, 2024
File No. 333-283115
Dear Imoigele Aisiku:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Thomas J. Poletti, Esq.

CORRESP
1
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VSEE
HEALTH, INC.

980 N Federal Hwy #304

Boca Raton, FL 33432

October 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    VSEE HEALTH, INC.

    Registration Statement on Form S-1 (File No.333-281319) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

VSee Health, Inc. hereby requests that the effectiveness
under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated to 4:30 p.m.,
Eastern Time, on October 17, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

    VSEE HEALTH, INC.

    By:
    /s/ Imoigele Aisiku

    Name:
    Imoigele Aisiku

    Title:
    Co-Chief Executive Officer

August 14, 2024
Imoigele Aisiku
Co-Chief Executive Officer
VSEE HEALTH, INC.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:VSEE HEALTH, INC.
Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-281319
Dear Imoigele Aisiku:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Thomas Poletti, Esq.

CORRESP
1
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VSEE
HEALTH, INC.

980 N Federal Hwy #304

Boca Raton, FL 33432

July 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    VSEE HEALTH, INC.

    Registration Statement on Form S-1 (File No.333-280845) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

VSee Health, Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 5:00 p.m., Eastern Time, on July 26, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

Sincerely,

 VSEE HEALTH, INC.

By:
/s/ Imoigele Aisiku

Name:
Imoigele Aisiku

Title:
Co-Chief Executive Officer

July 24, 2024
Imoigele Aisiku
Co-Chief Executive Officer
VSee Health, Inc.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:VSee Health, Inc.
Registration Statement on Form S-1
Filed July 17, 2024
File No. 333-280845
Dear Imoigele Aisiku:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Thomas Poletti, Esq.

CORRESP
1
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DIGITAL
HEALTH ACQUISITION CORP.

980 N Federal Hwy #304

Boca Raton, FL 33432

May 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Digital Health Acquisition Corp.

    Registration Statement on Form S-4, as amended (File No. 333-268184) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

Digital Health Acquisition Corp. hereby requests
that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as
amended, be accelerated to 4:30 p.m., Eastern Time, on May 13, 2024, or as soon thereafter as practicable.

Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

      DIGITAL HEALTH ACQUISITION CORP.

    By:
    /s/ Scott Wolf

    Name:
    Scott Wolf

    Title:
    Chief Executive Officer

CORRESP
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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    May 9, 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; Juan Grana; Katherine Bagley

    Re:
    Digital Health Acquisition Corp.

    Amendment No. 8 to Registration Statement on Form S-4

    File No. 333-268184

    CIK No. 0001864531

Dear Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley:

On behalf of our client, Digital
Health Acquisition Corp. (the “Company”) and in connection with an oral comment we received from the staff of the Securities
and Exchange Commission, we hereby confirm on behalf of the Company that the amount of $71,436 the Company withdrew from its trust account
for tax payments in the year of 2023 was deducted from the accured interest thereon.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

cc:          Digital
Health Acquisition Corp.

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.

CORRESP
1
filename1.htm

    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    May 8, 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; Juan Grana; Katherine Bagley

    Re:
    Digital Health Acquisition Corp.

    Amendment No. 6 to Registration Statement on Form S-4

    File No. 333-268184

    CIK No. 0001864531

Dear Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley:

On behalf of our client, Digital
Health Acquisition Corp. (the “Company”), we hereby file Amendment No. 8 to the Company’s Registration Statement
on Form S-4 (the “Amendment No. 8”). Amendment No. 8 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 7, 2024 (the “Staff’s Letter”) relating to the Company’s Amendment No. 7
to Registration Statement on Form S-4 as submitted with the Commission on April 24, 2024. 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. 8.

Amendment No. 7 to Registration Statement
on Form S-4 filed on April 24, 2024

Risk Factors, page 79

    1.
    We note that the audit reports included for Digital Health Acquisition Corp., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. include statements expressing substantial doubt as to each company's ability to continue as a going concern. Please revise your prospectus summary and risk factors to highlight DHAC, VSee and iDoc’s ability to continue as a going concern and describe the material risks associated with the going concern opinions issued by their respective auditors. Please also revise your prospectus/proxy statement/consent solicitation summary accordingly.

Response: In response to the
Staff’s Comment, the summary and risk factors disclosure on pages 20, 21, 23, 45, 108, 109 and 125 has been revised. The
relevant disclosure on pages 244, 268, and 280 has been revised as well.

Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 8

May
8, 2024

Page 2 of 2

iDoc Virtual Telehealth Solutions, Inc.

Operating Expenses, page 259

    2.
    We note your revised disclosures provided in response to comment 1. We also note from your prior disclosures that you had a $1 million write-off during the third quarter of 2023, which drove the $1.2 million increase in bad debt expense for the nine months ended September 30, 2023 as compared to the prior period. With reference to your new disclosures regarding your automated systems, please more fully address the facts and circumstances that changed during the fourth quarter of 2023, such that your bad debt expense increased by $4.2 million for the year ended December 31, 2023 as compared to the prior period.

Response: In response to
the Staff’s Comment, the disclosure in iDoc’s MD&A section on page 284 was revised and further explanation on
iDoc’s bad debt expense increase was provided.

iDoc Virtual Telehealth Solutions

Statement of Cash Flows, page F-69

    3.
    With reference to the $4,155,000 increase in bad bad debt expense for the year ended December 31, 2023 as discussed in your Management's Discussion and Analysis on page 259, please address the appropriateness of the $534,000 provision for allowance for doubtful accounts and $2,207,000 change in your accounts receivable balance reflected within your net cash used in operations. Fully explain why the bad debt expense recognized in each period presented is not reflected as a noncash adjustment to your net cash cash used in operations. Finally, clarify how you determined the $2,207,000 change in accounts receivable for the year ended December 31, 2023:

Response: In response to the
Staff’s Comment, there was an error in updating the amount classified within provision for allowance for doubtful accounts to include the total bad debt
expense and not just the change in the provision for allowance for doubtful accounts. This resulted in an error in the change in accounts
receivable as well, as it included the difference between the total bad debt expense and the change in the provision for allowance for
doubtful accounts. These errors have been corrected and the disclosure on pages 285 and iDoc’s financial statements on pages
F-73 and F-79 were revised.

Accounts Receivable and Credit Losses, page F-74

    4.
    Please address the need to disclose your bad debt expense recognized in each period presented.

Response: In response to the
Staff’s comment, iDoc’s bad debt expense was disclosed and its financial statements on pages F-73 and F-79 were revised.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

cc:          Digital
Health Acquisition Corp.

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.

United States securities and exchange commission logo
May 7, 2024
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. 7 to Registration Statement on Form S-4
Filed April 24, 2024
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 27, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-4
Risk Factors, page 79
1.We note that the audit reports included for Digital Health Acquisition Corp., VSee Lab,
Inc., and iDoc Virtual Telehealth Solutions, Inc. include statements expressing substantial
doubt as to each company's ability to continue as a going concern. Please revise your
prospectus summary and risk factors to highlight DHAC, VSee and iDoc’s ability to
continue as a going concern and describe the material risks associated with the going
concern opinions issued by their respective auditors. Please also revise your
prospectus/proxy statement/consent solicitation summary accordingly.
iDoc Virtual Telehealth Solutions, Inc.
Operating Expenses, page 259
2.We note your revised disclosures provided in response to comment 1. We also note from

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 7, 2024 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
May 7, 2024
Page 2
your prior disclosures that you had a $1 million write-off during the third quarter of 2023,
which drove the $1.2 million increase in bad debt expense for the nine months ended
September 30, 2023 as compared to the prior period. With reference to your new
disclosures regarding your automated systems, please more fully address the facts and
circumstances that changed during the fourth quarter of 2023, such that your bad debt
expense increased by $4.2 million for the year ended December 31, 2023 as compared to
the prior period.
iDoc Virtual Telehealth Solutions
Statement of Cash Flows, page F-69
3.With reference to the $4,155,000 increase in bad bad debt expense for the year ended
December 31, 2023 as discussed in your Management's Discussion and Analysis on page
259, please address the appropriateness of the $534,000 provision for allowance for
doubtful accounts and $2,207,000 change in your accounts receivable balance reflected
within your net cash used in operations. Fully explain why the bad debt expense
recognized in each period presented is not reflected as a noncash adjustment to your net
cash cash used in operations. Finally, clarify how you determined the $2,207,000 change
in accounts receivable for the year ended December 31, 2023.
Accounts Receivable and Credit Losses, page F-74
4.Please address the need to disclose your bad debt expense recognized in each period
presented.
            Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Thomas Poletti, Esq.

CORRESP
1
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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    April 24, 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; Juan Grana; Katherine Bagley

    Re:
    Digital Health Acquisition Corp.

    Amendment No. 6 to Registration Statement on Form S-4

    File No. 333-268184

    CIK No. 0001864531

Dear Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley:

On behalf of our client, Digital
Health Acquisition Corp. (the “Company”), we hereby file Amendment No. 7 to the Company’s Registration Statement
on Form S-4 (the “Amendment No. 7”). Amendment No. 7 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 27, 2024 (the “Staff’s Letter”) relating to the Company’s Amendment
No. 6 to Registration Statement on Form S-4 as submitted with the Commission on February 13, 2024. 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. 7.

Amendment No. 6 to Registration Statement
on Form S-4 filed on February 13, 2024

Nine Months Ended September 30, 2023 and 2022 Results of
Operations

Operating Expenses, page 282

    1.
    We see your revised disclosures in response to prior comment 6. You indicate that the insurance company claim submission and payment rules usually allow 3-6 months of collection time from patient visits, assuming claims are submitted timely. Please explain whether your claims were submitted timely, and if so, how the commercial payors institution of a stringent reimbursement process on aged insurance claims impacted your ability to be reimbursed. We note your disclosure on page 277 that the Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Address how this new reimbursement process will impact your ability to accurately estimate contractual allowances and receivables from third-party payer. Address whether the increased bad debt expense or future potential increases in estimated contractual allowances is a trend that should be addressed.

Response: In response to
the Staff’s Comment, the disclosure in iDoc’s MD&A section on pages 255 and 259 has been revised to provide further
explaination required by the Commission.

Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 7

April 24, 2024

Page 2 of 3

Unaudited Pro Forma Condensed Combined
Financial Information

Note 3. Adjustments to Unaudited Pro Forma
Condensed Combined Financial Information, page

297

    2.
    In response to prior comment 9, you revised Note E to reference a 7% ($0.21
    million) original issue discount related to the convertible promissory note with an aggregate principal amount of $3,000,000. Given
    the $.21 million discount, please explain why the associated adjustment in your pro forma balance sheet reflects a $3,000,000
    adjustment to cash and the Quantum Convertible Note, net of discount line items. In this regard, it does not appear that your pro
    forma balance sheet amounts are net of the $.21 million discount. Alternatively, revise your pro forma balance sheet
    accordingly.

Response: In response to the
Staff’s Comment, the disclosure was revised on page 275 to clarify that the proceeds received are expected to be $3 million
and as such the entry reflects the carrying balance, which is expected to be fair value of $3.21 million.

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; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 7

April 24, 2024

Page 3 of 3

    3.
    In response to prior comment 10, you revised Note H to indicate that the Company derecognized the carrying balance of the Original Bridge Note and recognized a loss on extinguishment of debt which was applied to accumulated deficit in the amount of $1.51 million. The extinguishment represents the removal of the derivative liability carrying balance of the Bridge note and the recognition of the Fair Value of the Exchange Note as if it has occurred on September 30, 2023. Please address the following:

 ● With reference to the carrying balance of the (i) Original Bridge Note, excluding each of VSee
and iDoc’s $600,000 in principal amount which were not exchanged in this transaction, (ii) derivative liability and (iii) the
$2,523,744 principal value of the Exchange Note, please address how you arrived at the $1.51 million loss on extinguishment;

 ● You reflect a $2,117,499 adjustment to your Bridge Note line item on your pro forma and reference Note
H. Please explain how you arrived at such adjustment;

 ● For clarity, it appears that you should present the Exchange Note as a separate pro forma balance sheet
line item. In this regard, and with reference to the $2,523,744 principal value of the Exchange Note, explain how you arrived at the $3,873,744
pro forma balance as currently reflected;

 ● With reference to the adjustments related to Note I, which addresses each of VSee and iDoc’s
$600,000 Bridge Notes which were not exchanged as part of the exchange transaction but will be converted into 300,000 shares of DHAC,
please explain why your pro forma balance sheet does not reflect any associated gain or loss with these conversions. With reference to
the authoritative literature you relied on, please explain your accounting; and

 ● You indicate that the loss on extinguishment was applied to accumulated deficit. Such loss should also
be recognized in your pro forma statement of operations. Refer to Rule 11-02(i)(B) of Regulation S-X.

Response: In response to the
Staff’s Comment, DHAC’s December 31, 2023 financial statements now reflect the impact of the Bridge Note and the Exchange
Note. As such, the adjustment made to the Bridge Note and the Exchange Note was removed as it is no longer applicable.

Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations

Note D, page 301

    4.
    We note the expanded disclosures provided in response to prior comment 11. Our prior comment asked you to confirm that the 8% interest associated with the Exchange Note has been accounted for. We do not see such interest reflected in Note D. In addition, it is unclear how you determined the Carrying Balance you reference herein. Please reconcile such amount to the historical carrying amounts presented in your pro forma balance sheet.

Response: In response to the
Staff’s comment, the disclosure of Note D on page 275 has been revised to include the 8% interest related to the Additional
Bridge Note. However, DHAC’s December 31, 2023 financial statements now include the impact of the Exchange Note. As such, the
disclosure in Note D has been revised to reflect only the incremental interest related to the Additional Bridge Note financing arrangement.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

cc:          Digital
Health Acquisition Corp.

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.

United States securities and exchange commission logo
February 27, 2024
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. 6 to Registration Statement on Form S-4
Filed February 13, 2024
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 8, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-4
Nine Months Ended September 30, 2023 and 2022 Results of Operations
Operating Expenses, page 282
1.We see your revised disclosures in response to prior comment 6. You indicate that the
insurance company claim submission and payment rules usually allow 3-6 months of
collection time from patient visits, assuming claims are submitted timely. Please explain
whether your claims were submitted timely, and if so, how the commercial payors
institution of a stringent reimbursement process on aged insurance claims impacted your
ability to be reimbursed. We note your disclosure on page 277 that the Company monitors
its revenue and receivables from third-party payers and records an estimated contractual
allowance to properly account for the differences between billed and reimbursed
amounts. Address how this new reimbursement process will impact your ability to
accurately estimate contractual allowances and receivables from third-party

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 27, 2024 Page 2
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
February 27, 2024
Page 2
payer. Address whether the increased bad debt expense or future potential increases in
estimated contractual allowances is a trend that should be addressed.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
297
2.In response to prior comment 9, you revised Note E to reference a 7% ($0.21million)
original issue discount related to the convertible promissory note with an aggregate
principal amount of $3,000,000. Given the $.21 million discount, please explain why the
associated adjustment in your pro forma balance sheet reflects a $3,000,000 adjustment to
cash and the Quantum Convertible Note, net of discount line items. In this regard, it does
not appear that your pro forma balance sheet amounts are net of the $.21 million
discount. Alternatively, revise your pro forma balance sheet accordingly.
3.In response to prior comment 10, you revised Note H to indicate that the Company
derecognized the carrying balance of the Original Bridge Note and recognized a loss on
extinguishment of debt which was applied to accumulated deficit in the amount of $1.51
million. The extinguishment represents the removal of the derivative liability carrying
balance of the Bridge note and the recognition of the Fair Value of the Exchange Note as
if it has occurred on September 30, 2023. Please address the following:

•With reference to the carrying balance of the (i) Original Bridge Note, excluding each
of VSee and iDoc’s $600,000 in principal amount which were not exchanged in this
transaction, (ii) derivative liability and (iii) the $2,523,744 principal value of the
Exchange Note, please address how you arrived at the $1.51 million loss on
extinguishment;

•You reflect a $2,117,499 adjustment to your Bridge Note line item on your pro forma
and reference Note H. Please explain how you arrived at such adjustment;

•For clarity, it appears that you should present the Exchange Note as a separate pro
forma balance sheet line item. In this regard, and with reference to the $2,523,744
principal value of the Exchange Note, explain how you arrived at the $3,873,744 pro
forma balance as currently reflected;

•With reference to the adjustments related to Note I, which addresses each of VSee
and iDoc’s $600,000 Bridge Notes which were not exchanged as part of the exchange
transaction but will be converted into 300,000 shares of DHACi, please explain why
your pro forma balance sheet does not reflect any associated gain or loss with
these conversions. With reference to the authoritative literature you relied on, please
explain your accounting; and

•You indicate that the loss on extinguishment was applied to accumulated
deficit. Such loss should also be recognized in your pro forma statement of

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 27, 2024 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 27, 2024
Page 3
operations. Refer to Rule 11-02(i)(B) of Regulation S-X.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Note D, page 301
4.We note the expanded disclosures provided in response to prior comment 11. Our prior
comment asked you to confirm that the 8% interest associated with the Exchange Note has
been accounted for. We do not see such interest reflected in Note D. In addition, it is
unclear how you determined the Carrying Balance you reference herein. Please reconcile
such amount to the historical carrying amounts presented in your pro forma balance sheet.
            Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Thomas Poletti, Esq.

CORRESP
1
filename1.htm

    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    February 13, 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; Juan Grana; Katherine Bagley

    Re:
    Digital Health Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form S-4

    File No. 333-268184

    CIK No. 0001864531

Dear Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley:

On behalf of our client, Digital
Health Acquisition Corp. (the “Company”), we hereby file Amendment No. 6 to the Company’s Registration Statement
on Form S-4 (the “Amendment No. 6”). Amendment No. 6 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 8, 2024 (the “Staff’s Letter”) relating to the Company’s Amendment
No. 5 to Registration Statement on Form S-4 as submitted with the Commission on January 23, 2024. 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. 6.

Amendment No. 5 to Registration Statement
on Form S-4 filed on January 23, 2024

Cover Page

Letter to Stockholders, page i

    1.
    We note your disclosure that you entered into the Third Amended and Restated Business Combination Agreement on November 21, 2023. Please revise your disclosure throughout the registration statement to discuss any material changes between the Second Amended and Restated Business Combination Agreement and the Third Amended and Restated Business Combination Agreement. Please also revise to ensure that your disclosure references approval by DHAC stockholders of your current Business Combination Agreement. For example, on page 123 you note that you are "asking [y]our stockholders to adopt the Second Amended and Restated Business Combination Agreement, as amended by the First Amendment to the Second Amended and Restated Business Combination Agreement."

Response:
In response to the Staff’s Comment, the registration statement has been revised to discuss the material changes between
the Second Amended and Restated Business Combination Agreement and the Third Amended and Restated Business Combination Agreement and the
changes between the Third Amended and Restated Business Combination Agreement and the First Amendment to the Third Amended and Restated
Business Combination Agreement on pages 21 and 287. In addition, we have revised to ensure our disclosures reference approval by
DHAC stockholders of the current Third Amended and Restated Business Combination Agreement, as amended by the First Amendment to the Third
Amended and Restated Business Combination Agreement.

Attention: Julie Sherman; Jeanne Baker; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 6

February 13, 2024

Page 2 of 6

    2.
    We note your response to comment 1 and reissue the comment as the share numbers provided in your response letter dated January 23, 2024, do not match those disclosed in your registration statement. Please disclose the number of shares of DHAC common stock that the Series A Shares (including the A.G.P. Series A Shares) and Convertible Notes would convert into, as well as the equivalent price per share paid by each of the applicable investors, assuming a $10.00, $5.00 and $2.00 conversion price. Please also advise whether "Convertible Notes" refers to only the Bridge Investor Notes and the Quantum Note, and ensure that this defined term is consistently used throughout the registration statement.

Response:
In response to the Staff’s Comment, the registration statement has been revised to clarify the following conversions
in the stockholder letters and on pages 27-30 of the registration statement:

 · The Bridge Investor Notes would convert into an aggregate of (i) 270,375 shares of Combined Company
common stock assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 540,749 shares of Combined
Company common stock assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,351,872
shares of Combined Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

 · The Quantum Note would convert into an aggregate of (i) 300,000 shares of Combined Company common
stock assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 600,000 shares of Combined
Company common stock assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 1,500,000
shares of Combined Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

 · The A.G.P. Series A Shares would convert into an aggregate of (i) 437,000 shares of Combined
Company common stock assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 874,000 shares
of Combined Company common stock assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 2,185,000
shares of Combined Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00.

 · The Loan Conversion Series A Shares would convert into an aggregate of (i) 178,800 shares of
Combined Company common stock assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 357,600
shares of Combined Company common stock assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 894,000
shares of Combined Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00. The
Loan Conversion Common Shares would convert into an aggregate of 892,500 shares of Combined Company common stock at a $2.00 conversion
price and a common stock equivalent per share price of $2.00.

 · The Equity Purchase Note would convert into an aggregate of 50,000 shares of Combined Company common stock
at a fixed $10.00 conversion price and a common stock equivalent per share price of $10.00.

The Series A Shares refer to the A.G.P. Series A
Shares and the Loan Conversion Series A Shares. The Convertible Notes refer to the Bridge Investor Notes (consisting of the Additional
Bridge Notes, the Exchange Note and the Equity Purchase Note) and the Quantum Note.

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; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 6

February
13, 2024

Page 3 of 6

In the aggregate:

 · the Series A Shares would convert into (i) 615,800 shares of Combined Company 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 Combined Company 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 Combined
Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00;

 · the Convertible Notes (other than the Equity Purchase Note) would convert into (i) 570,375 shares
of Combined Company common stock assuming a $10.00 conversion price and a common stock equivalent per share price of $10.00, (ii) 1,140,749
shares of Combined Company common stock assuming a $5.00 conversion price and a common stock equivalent per share price of $5.00 and (iii) 2,851,872
shares of Combined Company common stock assuming a $2.00 conversion price and a common stock equivalent per share price of $2.00;

 · the Equity Purchase Note would convert into an aggregate of 50,000 shares of Combined Company common stock
at a fixed $10.00 conversion price and a common stock equivalent per share price of $10.00; and

 · the Assumed Notes would convert into 892,500 shares of Combined Company common stock at a $2.00 conversion
price and a common stock equivalent per share price of $2.00.

Q: Did DHAC's Board of Directors obtain an updated third-party
fairness opinion in determining whether or not to enter . . ., page 45

    3.
    We note your disclosure that each of VSee and iDoc management reevaluated the combined company’s projected operating revenues and that "revenues were revised and now projected at $17.15 million and $35.0 million for each of the years ending December 31, 2022 and 2023, respectively." We also note your disclosure that in December 2023, VSee and iDoc management reevaluated the combined company’s projected operating revenues and "revenues were revised and now projected at $[13.3] million for each of the year ending December 31, 2023." In both cases, you note that "VSee and iDoc management prepared such revised projected revenues based on their judgment and assumptions." Please revise your disclosure to provide a more detailed discussion regarding the judgments and assumptions that were considered in the preparation of the revised projections. In your discussion, please highlight the material differences between the assumptions underlying the initial and revised projections.

Response:
In response to the Staff’s Comment, the registration statement has been revised on page 48 to provide a more detailed
discussion regarding the judgements and assumptions considered with respect to the revised projections, including the material differences
between the assumption changes.

Q: Are there any arrangements to help ensure
that DHAC will have sufficient funds, together with the proceeds in its Trust Account . . ., page 62

    4.

    We note your response to comment 4, but
    we were unable to find in your registration statement the disclosure noted in your response. Please revise to include the effective
    price paid per share of Common Stock in each of the conversion scenarios.

Response:
In response to the Staff’s comment, the disclosure on pages 68-72 has been revised to include the equivalent price paid
per share in each of the conversion scenarios related to the Bridge Investor Notes, the Quantum Note, the A.G.P. Series A Shares,
the Loan Conversion Series A Shares, the Loan Conversion Common Shares and the Equity Purchase Note.

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; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 6

February 13, 2024

Page 4 of 6

Management's Discussion and Analysis of
Financial Condition and Results of Operations of VSee, page 234

    5.
    We note you removed many sections of VSee's MD&A including but not limited to: Overview, Material Trends, Events and Uncertainties, Critical Accounting Policies and Estimates, Financial Components and the Discussion and Analysis of the Year Ended December 31, 2022 as Compared to 2021 have been deleted in this amendment. Please revise to provide this information or, with reference to the appropriate authoritative literature, tell us why you believe it is not required. Please also address the need to provide a Liquidity and Capital Resources Section for VSee. Address this comment as it relates to iDoc's MD&A.

Response:
In response to the Staff’s comment, the disclosure on pages 268-284 has been revised to include the Liquidity and
Capital Resources referenced sections in both VSee’s and iDoc’s MD&As.

Nine Months Ended September 30, 2023
and 2022 Results of Operations Operating Expenses, page 236

    6.
    Please revise to explain the significant increase in bad debt expense during the period.

Response:
In response to the Staff’s comment, the disclosure on page 281 has been revised to include an explanation regarding
the increase in bad debt expense during the referenced period.

Management's Discussion and Analysis of Financial Condition
and Results of Operations of DHAC, VSee and iDoc on a Pro Forma Combined Basis, page 239

    7.

    We have the following comments on your pro
    forma financial information included herein:

    · Ensure the pro forma results of operations
    for the nine months ended September 30, 2023 agree to your pro forma statement of operations on page 250;

    · Confirm that you prepared your pro forma
    results of operations for the nine months ended September 30, 2022 in accordance with Article 11 of Regulation S-X; and

    · Explain the purpose and appropriateness
    of presenting pro forma cash flow information. Provide your basis in the SEC rules and regulations as such information is not contemplated
    by Article 11.

Response:
In response to the Staff’s comment, the MD&A on a pro forma combined basis section has been removed.

Pro Formas

Note 3. Adjustments to Unaudited Pro Forma
Condensed Combined Financial Information, page 253

    8.
    With regard to Note D, please explain how the preferred stock as issued to the underwriter is reflected in your pro forma balance sheet. In this regard, we see no preferred stock associated with the pro forma combined columns.

Response:
In response to the Staff’s Comment, the disclosure was revised on page 297 to clarify that the preferred stock has
been reflected at its par value of $0.0001, which is de minimis given 4,370 shares of Series A Preferred Stock are being issued to
A.G.P.

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; Juan Grana; Katherine Bagley

Re: Digital Health Acquisition Corp. Form S-4 Amendment No. 6

February 13, 2024

Page 5 of 6

    9.
    As indicated in Note E, please explain how the original issue discount is reflected in the pro forma balance sheet.

Response:
In response to the Staff’s Comment, the disclosure was revised on page 297 to explain how the original issue discount
is reflected in the pro forma balance sheet.

    10.
    With reference to Note H and the amounts outstanding under the Bridge Notes excluding the $600,000 of both VSee and iDoc Bridge Notes which will be converted into class B common stock and the $2,523,744 Exchange Note, please expand your disclosures to address the accounting for the Exchange Agreement, including the need to recognize a loss on the extinguishment of the Bridge Notes.

Response:
In response to the Staff’s Comment, the disclosure was revised on page 299 to address the accounting for the Exchange
Agreement.

    11.
    With regard to Note I, disclose the number of class B common stock of VSee and iDoc, and with reference to the terms of the Bridge Notes, address any accounting implications associated with these conversions. In addition, disclose the number of DHAC Common Stock the class B common stock will be exchanged for.

Response:
In response to the Staff’s Comment, the disclosure was revised on page 300 to reflect no class B common stock of
VSee and iDoc, and with respect to the Bridge Notes, the disclosure was revised

United States securities and exchange commission logo
February 8, 2024
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. 5 to Registration Statement on Form S-4
Filed January 23, 2024
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 15, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
Cover Page
Letter to Stockholders, page i
1.We note your disclosure that you entered into the Third Amended and Restated Business
Combination Agreement on November 21, 2023. Please revise your disclosure throughout
the registration statement to discuss any material changes between the Second Amended
and Restated Business Combination Agreement and the Third Amended and Restated
Business Combination Agreement. Please also revise to ensure that your disclosure
references approval by DHAC stockholders of your current Business Combination
Agreement. For example, on page 123 you note that you are "asking [y]our stockholders
to adopt the Second Amended and Restated Business Combination Agreement, as
amended by the First Amendment to the Second Amended and Restated Business
Combination Agreement."

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 8, 2024 Page 2
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
February 8, 2024
Page 2
2.We note your response to comment 1 and reissue the comment as the share numbers
provided in your response letter dated January 23, 2024, do not match those disclosed in
your registration statement. Please disclose the number of shares of DHAC common stock
that the Series A Shares (including the A.G.P. Series A Shares) and Convertible Notes
would convert into, as well as the equivalent price per share paid by each of the applicable
investors, assuming a $10.00, $5.00 and $2.00 conversion price. Please also advise
whether "Convertible Notes" refers to only the Bridge Investor Notes and the Quantum
Note, and ensure that this defined term is consistently used throughout the registration
statement.
Q: Did DHAC's Board of Directors obtain an updated third-party fairness opinion in determining
whether or not to enter . . ., page 45
3.We note your disclosure that each of VSee and iDoc management reevaluated the
combined company’s projected operating revenues and that "revenues were revised and
now projected at $17.15 million and $35.0 million for each of the years ending December
31, 2022 and 2023, respectively." We also note your disclosure that in December 2023,
VSee and iDoc management reevaluated the combined company’s projected operating
revenues and "revenues were revised and now projected at $[13.3] million for each of the
year ending December 31, 2023." In both cases, you note that "VSee and iDoc
management prepared such revised projected revenues based on their judgment and
assumptions." Please revise your disclosure to provide a more detailed discussion
regarding the judgments and assumptions that were considered in the preparation of the
revised projections. In your discussion, please highlight the material differences between
the assumptions underlying the initial and revised projections.
Q: Are there any arrangements to help ensure that DHAC will have sufficient funds, together
with the proceeds in its Trust Account . . ., page 62
4.We note your response to comment 4, but we were unable to find in your registration
statement the disclosure noted in your response. Please revise to include the effective
price paid per share of Common Stock in each of the conversion scenarios.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
VSee, page 234
5.We note you removed many sections of VSee's MD&A including but not limited to:
Overview, Material Trends, Events and Uncertainties, Critical Accounting Policies and
Estimates, Financial Components and the Discussion and Analysis of the Year Ended
December 31, 2022 as Compared to 2021 have been deleted in this amendment. Please
revise to provide this information or, with reference to the appropriate authoritative
literature, tell us why you believe it is not required. Please also address the need to
provide a Liquidity and Capital Resources Section for VSee.  Address this comment as it
relates to iDoc's MD&A.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 8, 2024 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 8, 2024
Page 3
Nine Months Ended September 30, 2023 and 2022 Results of Operations
Operating Expenses, page 236
6.Please revise to explain the significant increase in bad debt expense during the period.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
DHAC, VSee and iDoc on a Pro Forma Combined Basis, page 239
7.We have the following comments on your pro forma financial information included
herein:
•Ensure the pro forma results of operations for the nine months ended September 30,
2023 agree to your pro forma statement of operations on page 250;
•Confirm that you prepared your pro forma results of operations for the nine months
ended September 30, 2022 in accordance with Article 11 of Regulation S-X; and
•Explain the purpose and appropriateness of presenting pro forma cash flow
information. Provide your basis in the SEC rules and regulations as such information
is not contemplated by Article 11.
Pro Formas
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
253
8.With regard to Note D, please explain how the preferred stock as issued to the underwriter
is reflected in your pro forma balance sheet. In this regard, we see no preferred stock
associated with the pro forma combined columns.
9.As indicated in Note E, please explain how the original issue discount is reflected in the
pro forma balance sheet.
10.With reference to Note H and the amounts outstanding under the Bridge Notes excluding
the $600,000 of both VSee and iDoc Bridge Notes which will be converted into class B
common stock and the $2,523,744 Exchange Note, please expand your disclosures to
address the accounting for the Exchange Agreement, including the need to recognize a
loss on the extinguishment of the Bridge Notes.
11.With regard to Note I, disclose the number of class B common stock of VSee and iDoc,
and with reference to the terms of the Bridge Notes, address any accounting implications
associated with these conversions. In addition, disclose the number of DHAC Common
Stock the class B common stock will be exchanged for.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 256
12.Expand Note D to separately quantify each component of the $1.51 million adjustment to
interest expense and how such amount was computed. Confirm that the 8% interest rate
associated with the Exchange Note has been accounted for.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 8, 2024 Page 4
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 8, 2024
Page 4
Exhibit 23.1, page II-4
13.Please ask your auditors to revise its consent to appropriately refer to the underlying dates
of the financial statements covered as part of the referenced reports.
General
14.We note your disclosure that the Loan Conversion Common Shares are being registered
pursuant to this Registration Statement, and that the Loan Conversion Shares include
shares of Combined Company common stock to be issued in consideration of the loan
conversions. We also note that you entered into the relevant securities purchase
agreements on November 21, 2023.  Therefore, it appears that you have commenced your
transaction with the relevant investors privately. Please provide us your analysis regarding
why it is appropriate to register these securities on this registration statement, or remove
these shares from your registration statement. Refer, in part, to Securities Act Sections
Compliance and Disclosure Interpretations ("C&DIs") 134.03 and 139.09.
            Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Thomas Poletti, Esq.

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
October 18, 2023
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 6, 2023
File No. 001-41015
Dear Scott Wolf:
            We have completed our limited review of your filing. We remind you that the company
and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Thomas Poletti, Esq.

United States securities and exchange commission logo
June 15, 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. 4 to Registration Statement on Form S-4
Filed May 22, 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 May 5, 2023 letter.
Amendment No. 4 to Preliminary Proxy Statement filed 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.
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

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 June 15, 2023 Page 2
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
June 15, 2023
Page 2
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."
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.

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.
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.
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 June 15, 2023 Page 3
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
June 15, 2023
Page 3
•Please explain how the parties arrived at the PIPE size of $10,000,000 to $15,000,000
and the convertible note structure.
•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.
•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.
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.
Satisfaction of the 80% Test, page 145
8.Please revise to include discussion of the quantitative basis for determining that the
business combination had a fair market value of at least 80% of the balance of the funds in
the trust account at the time of execution of the merger agreement. Please include the
material details of the specific analyses used, what sources of information were used to
make the determination, and any quantitative or qualitative factors considered.
Certain Unaudited VSee and iDoc Prospective Financial Information, page 154
9.We note your revisions in response to our prior comment 18 and reissue the comment.
Please clarify whether the DHAC Board feels it is appropriate to continue to rely on the
fairness opinion rendered by Cassel Salpeter, in light of the revised terms of business
combination agreement and revised projections that have occurred since the opinion was
given.  Also clarify what factors the board considered and what weight the Board gave the

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 June 15, 2023 Page 4
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
June 15, 2023
Page 4
opinion and underlying valuations on October 5, 2022, when it approved the Second
Amended and Restated Business Combination Agreement and related documents, and
recommended that DHAC's stockholders approve the revised agreement.
Information About VSee, page 200
10.We note your revisions in response to our prior comment 19 on pages 217 and 228. Please
revise to disclose the material terms of the signed agreements, including the identity of the
counterparties, and file the agreements as exhibits, to the extent material, or explain why
the company is not substantially dependent upon the contracts.  Tell us whether the
verbally acknowledged VSee agreement is expected to be finalized, and if so, the
anticipated timing.  Finally, given the timing of the projections, including those for the
second quarter of 2023, disclose whether these projections remain reliable.
Information About iDoc
Competition, page 209
11.We note the industry identified as "telemedicine" and the range of potential competitors
identified. Please revise to clarify iDoc's competitive position in the industry and against
whom or in what specific portion of the industry iDoc believes it competes favorably
based on the factors listed.  Refer to Item 101(h)(4)(iv) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
iDoc, page 226
12.On page 209 you disclose that iDoc "focus[es its] research and development spend on
delivering new products and further enhancing the functionality, performance and
flexibility of [its] solution." The Management's Discussion and Analysis section for iDoc;
however, does not appear to address any R&D expenses. Please revise one or both
sections to clarify.
Securities Ownership of Certain Beneficial Owners and Management, page 304
13.We reissue comment 28 in part.  Please revise the beneficial ownership tables so that there
is a beneficial ownership table in substantially the form provided in Item 403 of
Regulation S-K, by class, for each separate entity (VSee, iDoc and DHAC) before the
business combination.  In addition, provide a separate beneficial ownership table for the
surviving entity after the business combination.  To the extent that entity has separate
classes of securities, be sure to disclose the separate classes in a table substantially in the
form provided in Item 403.  In addition, please revise the table of contents to include an
entry for Securities Ownership of Certain Beneficial Owners and Management.
General
14.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 June 15, 2023 Page 5
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
June 15, 2023
Page 5
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

            You may contact Julie Sherman at (202) 551-3640 or Jeanne Baker at (202) 551-3691 if
you have questions regarding the financial statements and related matters.  Please contact Jordan
Nimitz at (202) 551-5831 or Abby Adams at (202) 551-6902 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Thomas Poletti, Esq.

CORRESP
1
filename1.htm

    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

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,

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 5, 2023 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
May 5, 2023
Page 2
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 5, 2023 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
May 5, 2023
Page 3
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

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 5, 2023 Page 4
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
May 5, 2023
Page 4
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

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 5, 2023 Page 5
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
May 5, 2023
Page 5
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 May 5, 2023 Page 6
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
May 5, 2023
Page 6
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

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
February 7, 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. 1 to Registration Statement on Form S-4
Filed January 19, 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 December 2, 2022 letter.
Registration Statement on Form S-4 filed January 19, 2023
Letter to Stockholders, page i
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 2
Questions and Answers About the Business Combination
Q: What is the business of each of VSee and iDoc?, page 16
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.
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.
Q: Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 17
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.
Q: What interests do our Initial Stockholders (which includes our Sponsor and our certain of our
current officers and directors) . . ., page 25
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 3
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 30
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.
Summary of the Proxy Statement/Prospectus/Consent Solicitation, page 40
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.
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.
Risk Factors, page 62
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.
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.
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 4
 FirstName LastNameScott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 4
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.
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.
Background of the Business Combination, page 116
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.

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."
16.We note your revisions in response to our prior comment 14 and reissue in part. Please
revise your disclosure to i) identify who acted on behalf of each of the parties with respect
to identified actions and negotiations; ii) the material terms for any proposals, terms
sheets, and subsequent proposals and counter offers; iii) negotiation of the transaction
documents and the parties involved in any discussions; iv) potential valuations; and v) at
what point each other strategic alternative was eliminated from consideration and why.
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 on these
terms is being recommended as opposed to any alternatives or prior iterations.  Also revise
to clarify the dates of Board meetings and actions taken by the Board during the course of
these negotiations.
17.We note your revised disclosure of the dates in which DHAC engaged in discussions with
the potential target companies on page 117. Please revise to further specify the date in
which conversations with these companies were initiated and when DHAC eliminated
each potential target from consideration, and specifically who at DHAC made the
determination that DHAC would not go forward with each particular target, rather than

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 5
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 5
"DHAC management."
18.We note your disclosure that “Early in 2021, VSee and iDoc had the occasion to meet at
the HIMSS Global Health Conference & Exhibition held in Las Vegas, Nevada“ and that
“The addition of companies similarly situated to iDoc would have been natural add on
targets to a telehealth company platform post business combination and the opportunity to
add both companies as part of one integrated transaction was viewed favorably by DHAC
management.” To the extent applicable, please disclose whether VSee and iDoc had a pre-
existing relationship before they were approached for the Business Combination, and if
so, the nature of this relationship. Please also discuss which company SCS Capital
approached first and when in the process the prospect of acquiring both
companies was raised and discussed.
19.We note your revisions in response to our prior comment 15 and reissue in part. Please
revise to expand your disclosure of the the below items related to negotiations and
discussions regarding terms of the Bridge and PIPE financings:
•Please elaborate on what topics were discussed during the rounds of Bridge
Financing negotiations that occurred between July 21, 2022 and October 5, 2022,
including the evolution of key terms such as the structure, size, timing  and pricing of
these transaction;
•Please explain why DHAC could not proceed with the term sheets proposed by two
out of the three potential PIPE investors, including the specific terms that were
unacceptable to the Bankers; and
•Please revise to clarify how the material terms of the $100M equity line
agreement evolved during the negotiations, including when and how the parties
determined that an ELOC was necessary and any proposals and counterproposals
made during the course of negotiations for the material issues discussed.
Digital Health Acquisition Corp.'s Board of Directors' Discussion of Valuation, Reasons for the
Approval of the Business Combination . . ., page 123
20.We note the revised disclosure in response to comment 17.  Revise to clarify on what
basis the Board determined that the fact that "many of these conflicts of interests
were present in similar transactions" provided a basis for recommending the transaction.
21.We note your revisions in response to our prior comment 18 and reissue the comment in
part. Please revise this section to clarify the Board's consideration of the revised
projections after the financial advisor's opinion and what consideration the Board gave, if
any, to obtaining a revised opinion.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 February 7, 2023 Page 6
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
February 7, 2023
Page 6
22.Given the prior disclosure that "Mr. Lawrence Sands is . . . an owner of founder shares"
and he was incentivized to complete the Business Combination rather than lose "his entire
investment" as previously disclosed on what are now page 127, revise the added
disclosure on page 127 regarding SCS Capital partners to clarify whether the Company
had a choice whether to "agree to work with SCS Capital Partners to help identify
potential targets for initial review" or to choose a different management consultant.
Clarify what consideration the Board gave to Mr. Sands' involvement in the selection of
the transaction targets and extensive involvement and stake in the negotiations in reaching
their fairness determination.
Proposal No. 3--The Bylaws Proposal, page 141
23.We note your revisions in response to our prior comment 19 and reissue the comment.
Revise to summarize the “administrative and clarifying changes” necessary to align the
Proposed Bylaws with the Charter Amendment Proposals.  Disclose that you have
summarized all material amendments to the bylaws for which you seek approval.
Material U.S. Federal Income Tax Considerations, page 163
24.We note the revised disclosure in response to comment 20.  Revise the heading and first
line and elsewhere in his section to clarify that you are disclosing the material U.S. federal
income tax consequences, not "considerations" to holders of DHAC stock as well as VSee
and iDoc shareholders. We note the disclosure that it is intended that the Business
Combination qualify as a tax-free reorganization within the meaning of Section 368(a) of
the Code. Please revise your disclosure to clearly state counsel's opinion on whether the
transaction will qualify as a Section 368(a) reorganization. Whenever there is significant
doubt about the tax consequences of the transaction, it is permissible for the tax opinion to
use “should” rather than “will,” but counsel providing the opinion must explain why it
cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Please
refer to Sections III.B and C of Staff Legal Bulletin 19.  When you revise the disclosure,
please remove the inappropriate disclaimers

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
December 2, 2022
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
Registration Statement on Form S-4
Filed November 4, 2022
File No. 333-268184
Dear Scott Wolf:
            We have reviewed your 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.
Registration Statement on Form S-4 filed November 4, 2022
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.
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 2
Notice of Special Meeting, page i
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.
Market and Industry Data, page 1
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.
Q: Did the Company's Board of Directors obtain a third-party fairness opinion . . ., page 16
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.
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.
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 3
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 3
Because the post-combination company will be a publicly traded company by virtue of a merger
as opposed to an underwritten . . ., page 81
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.
The Sponsor, which owns Private Units and founders shares, and the other Initial Stockholders
which own founders shares, will not . . ., page 81
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.
Risk Factors
DHAC's shareholders will experience dilution due to the issuance of securities in the Business
Combination..., page 85
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.
The Business Combination Agreement, page 102
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.
Background of the Business Combination, page 110
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.
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.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 4
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 4
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.

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.
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 transactions were determined.  In your discussion of the negotiation of
terms, please include without limitation discussions regarding the structure, size, timing
and pricing of the transactions.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 5
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 5
Digital Health Acquisition Corp.'s Board of Directors' Discussion of Valuation and Reasons for
the Approval of the Business Combination, page 115
16.Please expand your discussion of each positive and negative factor in this section to
disclose how the board considered each item when evaluating its recommendation for the
Business Combination. Please also specify what risks the Board considered regarding
DHAC's, VSee's, and iDoc's businesses rather than referencing the "Risk Factor" section.
17.We note your disclosure on page 53 that "In negotiating and in determining to recommend
the Business Combination, the board of directors of DHAC took into account these
[conflicts of] interests . . ." Please discuss here how the Board considered the conflicts of
interest when recommending the Business Combination.
Certain Unaudited VSee and iDoc Prospective Financial Information, page 124
18.We note that in connection with its evaluation of the business combination, the DHAC
Board considered certain non-public financial projections/forecasts prepared by
VSee/iDoc's management for fiscal years 2022 and 2023 with respect to the revenues of
VSee and iDoc on a combined basis.  Tell us whether the Board received the projections
or was aware of the projections on an individual company basis.  In addition, revise to
disclose, for each entity, the material assumptions and estimates underlying the forecasts,
including the Combined Company's revenue growth rates, operating costs, product
pricing, gross margins, etc. and the limitations of the forecasts. Your disclose should
provide investors with sufficient information to evaluate the forecasted financial
information and its reasonableness. Where you address the Board's reasons for the
approval of the Business Combination on page 115, revise to clarify the Board's
consideration of the revised projections after the financial advisor's opinion and what
consideration the Board gave, if any, to obtaining a revised opinion.
Proposal No. 3--The Bylaws Proposal, page 131
19.You have provided a “summary of the key amendments effected by the Proposed Bylaws.
. .  qualified in its entirety by reference to the full  . . . bylaws.”  It appears, however, that
there is one amendment, which has been summarized in two lines.  To the extent there
was only one amendment to the bylaws, please provide the entire amendment here and
clarify the disclosure.
Material U.S. Federal Income Tax Considerations, page 158
20.Please file an opinion as to the material tax consequences of the Merger. Refer to Item
601(b)(8) of Regulation S-K.   The tax opinion should address and express a conclusion
for each material federal tax consequence.  For additional guidance concerning
assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19.  In
addition, please revise this section to eliminate the inappropriate disclaimers such as
references to this discussion as "for informational purposes only," or that it includes only

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 6
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 6
"certain" tax consequences.  Investors are entitled to rely on your disclosure.
DHAC's Business
Legal Proceedings, page 160
21.We note your disclosure regarding the complaint that was filed on September 26,
2022 against DHAC, VSee and iDoc. Please disclose the relief sought by the plaintiff.
Refer to Item 103(a) of Regulation S-K and Item 14(c) of Form S-4.
Information About VSee/iDoc, page 164
22.In this section you state "VSee Health, a vertically integrated company currently
composed of VSee and iDoc, offers an equal strength of software engineering and ICU
inpatient care."  In the definition section you state “VSee Health” refers to DHAC,
renamed as VSee Health, Inc., a Delaware corporation following the consummation of the
Business Combination."  As such, in this section you appear to be addressing the two
entities to be acquired as if the business combination has already taken place.  Form S-4
calls for distinct presentation of the business of the entities to be acquired.  Refer to Item
17(b)(1) of Form S-4.  The current disclosure of the two entities in one section implies the
companies are somehow related prior to the merger.  Please revise to present their
business backgrounds separately as provided by Form S-4.
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations of VSee and iDoc, page 177
23.We note that you present the results of operations comparison for Digital Health
Acquisition Corporations pro forma combined after giving effect to the acquisitions of
VSee and iDoc for the six months Ended June 30, 2022 compared to the six months ended
June 30, 2021 and for the year ended December 31, 2021 compared to the year ended
December 31, 2020. Please note that it is inappropriate to merely combine information for
the pre-and post-transaction periods without reflecting all relevant pro forma adjustments
required by Article 11 of Regulation S-X. Please revise your MD&A as follows:
•Please provide Management's Discussion and Analysis in the form and content set
forth in Item 303 of Regulation S-K for DHAC, Vsee and iDoc. See Item 14(h) and
Item 17(b)(5)of Form S-4; and
•You may supplement your discussion of the historical results of operations of each
entity by providing and discussing the pro forma financial information included
elsewhere in the filing.. You may present pro forma revenues and costs of sales for
2020. If you do so, ensure such presentation is in accordance with Article 11 of
Regulation S-X and that you adequately disclose and discuss any underlying pro
forma adjustments.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 December 2, 2022 Page 7
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
December 2, 2022
Page 7
Critical Accounting Policies, page 180
24.Please provide separate critical accounting policies for VSee and iDoc.   E

CORRESP
1
filename1.htm

DIGITAL HEALTH ACQUISITION
CORP.

980 N. Federal Hwy #304

Boca Raton, FL 33432

November 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Health Acquisition Corp.

    Registration Statement on Form S-1

    File Number 333-260232

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Health Acquisition Corp. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-1 (File No. 333-2602362) be accelerated to 4:30 p.m.,
Eastern Time, on Wednesday November 3, 2021, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    DIGITAL HEALTH
    ACQUISITION CORP.

    By:
    /s/ Scott Wolf

    Name:
    Scott
    Wolf

    Title:
    Chief
    Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

CORRESP
1
filename1.htm

A.G.P. / Alliance Global Partners

590 Madison
Avenue, 28th Floor

New York,
NY 10022

November 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
     Digital Health Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-260232

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of Digital Health Acquisition Corp. (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 4:30 p.m., Eastern Time, on Wednesday, November 3, 2021, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under
the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    A.G.P./ Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name: Thomas J. Higgins

    Title: Managing Director

    -1-

United States securities and exchange commission logo
September 20, 2021
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. 1 to Draft Registration Statement on Form S-1
Response letter dated August 26, 2021
CIK No. 0001864531
Dear Mr. Wolf:
            We have reviewed your August 26, 2021 response to our comment letter and have the
following comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 16, 2021 letter.
Response letter dated August 26, 2021
Capitalization, page 52
1.We have considered your response to our prior comment 1.  We are unable to agree with
your view that the $5 million net tangible limitation provided in your Amended and
Restated Certificate of Incorporation qualifies a portion of your redeemable common
shares for permanent equity classification in accordance with ASC 480-10-S99-3A for the
following reasons:

•Each redeemable common share is redeemable outside the control of the Company.
Such shares will become redeemable either as a result of a business combination or
by passage of time.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 September 20, 2021 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
September 20, 2021
Page 2
•The intention is that in all cases the redeemable common shareholders will have their
investment reimbursed, unless they choose otherwise, whether as a result of a
business combination or as the result of the failure to achieve a business combination.
•The unit of accounting is the individual share as each share has the right to be
redeemed at the holders’ option upon a business combination.  While the Company’s
Amended and Restated Certificate of Incorporation stipulates that redemptions will
be limited to $5 million in net tangible assets, the company does not control whether
or not that threshold is ever reached in terms of the capital available from the
redeemable Class A shareholders, nor does the company control which specific
shareholders chose to redeem or not redeem.

Please revise your Capitalization table to classify all redeemable common redeemable
shares as temporary equity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement.  Refer to Rules 460 and 461 regarding requests for acceleration.
            You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related matters.
Please contact Michael Davis at 202-551-4385 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Thomas Poletti

United States securities and exchange commission logo
July 16, 2021
Scott Wolf
Chief Executive Officer
Digital Health Acquisition Corp.
980 N Federal Hwy #304
Boca Raton, FL 33432
Re:Digital Health Acquisition Corp.
DRS Registration Statement on Form S-1
Filed June 30, 2021
File No. 377-05074
Dear Mr. Wolf:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your filed
registration statement, we may have additional comments.
DRS/A filed on June 30, 2021
Capitalization, page 52
1.We note that you are offering 15,000,000 shares of common stock as part of your initial
public offering of units, but only show 14,073,499 shares subject to possible redemption
in your Capitalization table.  Please tell us how you considered the guidance in ASC 480-
10-S99-3A, which requires securities that are redeemable for cash or other assets to be
classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the holder, in
concluding that all 15,000,000 shares were not required to be presented outside of
permanent equity and part of shares subject to possible redemption.

 FirstName LastNameScott Wolf
 Comapany NameDigital Health Acquisition Corp.
 July 16, 2021 Page 2
 FirstName LastName
Scott Wolf
Digital Health Acquisition Corp.
July 16, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We also remind you that your registration statement must be on file no later than 15 days
prior to the requested effective date and time.  Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any filing or amendment prior to the
requested effective date of the registration statement.
            You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related matters.
Please contact Michael Davis at 202-551-4385 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Thomas Poletti