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.
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,
FirstName LastNameScott Wolf
Division of
Corporation Finance
Comapany NameDigital Health Acquisition Corp.
Office of Real
Estate & Construction
September 20, 2021 Page 2
cc: Thomas Poletti
FirstName LastName