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.
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,
FirstName LastNameScott Wolf
Division of
Corporation Finance
Comapany NameDigital Health Acquisition Corp.
Office of Real
Estate & Construction
July 16, 2021 Page 2
cc: Thomas Poletti
FirstName LastName