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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."
 Scott Wolf
FirstName  LastNameScott   Wolf
Digital Health Acquisition Corp.
Comapany8,NameDigital
February    2024         Health Acquisition Corp.
February
Page  2 8, 2024 Page 2
FirstName LastName
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.
 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
FirstName LastNameScott Wolf
12.    Expand Note D to separately quantify each component of the $1.51 million
adjustment to
Comapany    NameDigital
       interest          Health
                expense and howAcquisition
                                such amountCorp.
                                             was computed. Confirm that the 8%
interest rate
       associated
February          with the
          8, 2024 Page 3 Exchange Note has been accounted for.
FirstName LastName
 Scott Wolf
FirstName  LastNameScott   Wolf
Digital Health Acquisition Corp.
Comapany8,NameDigital
February    2024         Health Acquisition Corp.
February
Page  4 8, 2024 Page 4
FirstName LastName
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.
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