MD&A

10. We have reviewed your response to prior comment 7. Please revise MD&A to provide the previously requested disclosure to quantify the cash redemptions of $24.5 million that occurred on December 21, 2022. Please also revise the disclosures on pages F-84 and F- 103 to quantify the cash redemptions.

2. Disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

21. We note your discussion of the projected Unit Economics in MD&A. Please revise to provide a cross reference to the Unit Economic Information section and the material assumptions underlying the projections and the limitations of those projections.

1. You disclosed that you continue to be affected by ongoing supply chain disruptions. Please revise MD&A in future filings to more fully address whether supply chain disruptions materially affect your outlook or business goals. Quantify and disclose, to the extent possible, how your revenues, profits, and/or liquidity have been impacted, and discuss known trends or uncertainties resulting from mitigation efforts undertaken, including whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval. CAE

7. Please provide a footnote to the interim balance sheet data to quantify and disclose the facts and circumstances related to MCAF public stockholders exercising redemption rights in connection with the extension that resulted in cash redemptions of over $24 million subsequent to September 30, 2022. Please also disclose and discuss the cash redemptions in MCAF’s MD&A.

4. As requested in prior comment four, revise your footnotes as well as the Critical Accounting Policies section of the MD&A for DMT Program to clearly confirm that such financial statements reflect all of the revenues and expenses of the program as well as all expenses allocated to the program. Refer to Staff Accounting Bulletin Topic 1B.1.

1. Please revise MD&A in future annual and quarterly filings to more fully address the following: • You disclose that results for fiscal year 2022 were negatively impacted by certain challenges, including supply chain disruptions. Please discuss whether and how supply chain disruptions materially affect your outlook or business goals. Quantify and disclose, to the extent possible, how sales, profits, and/or liquidity have been impacted and discuss known trends or uncertainties resulting from mitigation efforts undertaken, including whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or approval. • You disclose here, and in quarterly filings, that you are experiencing ongoing inflationary cost increases. Please quantify and disclose the impact of the inflationary pressures you experience, including the combined impact of…

Comment 3: As noted in our comment 22 from our letter dated October 14, 2022, the financial statements presented in your MD&A for the quarterly periods ended September 30, 2022 and September 30, 2021 should match the financial statements presented in the back of your filing. Please revise accordingly.

2. Disclose the exercise prices of the warrants compared to the market price of the underlying ordinary shares. If the warrants are out of the money, please disclose the likelihood that warrant holders will not exercise their warrants. Similarly, if the market price of the ordinary shares are close to the exercise price, clarify that the amount of ordinary shares that are offered as part of this offering may provide downward pressure on the ordinary share market price, which may result in the market price being out of the money. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective…

3. Please tell us how you considered the guidance in ASC 606-10-55-89 through 55-91 regarding presentation of disaggregated revenues for the reporting units identified in Note 21, including Lifestyle, CEC, Automotive, Consumer Devices, Industrial, and Health Solutions. We note that your Results of Operations section in MD&A discusses the percentage change in revenue for each of these “businesses.” Please advise or revise to include disclosure of the revenue related to these businesses in your revenue disaggregation footnote. Company

5. We note your disclosure that FAS, FRS and Nextracker represent your three operating and reportable segments. You further indicate that FAS is comprised of CEC, Lifestyle and Consumer Devices reporting units and that FRS is comprised of Automotive, Health Solutions and Industrial reporting units. Please tell us how you analyzed the guidance in ASC 280-10-50-1 in determining that these reporting units do not meet the criteria to be considered operating segments. It appears from your MD&A discussion that revenue related to these reporting units is available and your disclosure on page 43 suggests that reporting unit margins may also be tracked, as you discuss segment margin changes for your Automotive, Industrial, and Health Solutions reporting units. U.S. Securities and Exchange Commission February 10, 2023 Page 6 Company

2. We note your revised disclosure in response to comment 5 on pages 9 and 49, in the Risk Factor and MD&A sections, respectively, and we reissue the comment. To the extent that all or most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market price of your Class A Common Stock, please highlight on your prospectus cover page the significant negative impact sales of shares on this registration statement could have on the public trading price of your Class A Common Stock.

5. We note your added risk factor disclosure on page 13 in response to comment 8 that you may lower the exercise price of the Public Warrants and the Private Warrants in accordance with Section 9.8 of the Warrant Agreement. Please revise the prospectus cover page to also disclose that you may lower the exercise price of the Public Warrants and the Private Warrants and provide similar disclosure in the prospectus summary, MD&A and use of proceeds sections. Also please provide appropriate cross-references to your disclosure in the section headed "Description of Securities of the Company - Warrants" to accompany this added disclosure.

Comment: In the “Management Discussion and Analysis” section of the Annual Report (the “MD&A”), the gross expenses for the Short Term Tax Aware Portfolio were disclosed as 0.54%. However, the prospectus dated February 28, 2022 (the “Prospectus”), disclosed gross expenses of 0.64%. Please explain the difference.

Comment: The language relating to investment objectives in the MD&A with respect to Strategic Equity Portfolio, Small Cap Equity Portfolio, Core Fixed Income Portfolio, and Muni Intermediate Portfolio are not consistent with the investment objectives disclosed in the Prospectuses. Please confirm that going forward, the Registrants will make such language consistent.

1. Please revise to update your financial statements, and accompanying Management's Discussion and Analysis and auditor's consent, to reflect the most recent quarter for which you have recently filed a quarterly report on Form 10-Q.

4. Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

34. Refer your response to comment 55. Please revise your next amendment to break out the cryptocurrency expense line item in your table of cost of revenue to reflect all of the components of this expense (cost of crypto assets, fees paid to obtain crypto assets, etc.) for the periods presented. Please discuss any material changes in specific costs items in MD&A.

6. We note your response to comment 25 and your new disclosure. However, we also note based on disclosure on page 48 that you and Megaphoton have an exclusive supplier agreement. Please disclose information about the exclusive supplier agreement in the notes to your financial statements and in your MD&A.

7. We have considered your response to comments 21 and 22, and note from your response to comment 22 that Nature’s Miracle was formed on March 31, 2022, shortly before it entered into the June 1, 2022 Share Exchange Agreement with Visiontech Group, Inc. and Hydroman, Inc. It further appears from your response to comment 20 that Nature’s Miracle was capitalized via the April 15, 2022 subscription agreement for $394,000, which according to Nature’s Miracle’s September 30, 2022 Statement of Changes to Stockholders’ Equity, appears to be Nature’s Miracle’s sole contribution in its merger with Visiontech and Hydroman. Moreover, it appears from your discussion of results of operations in MD&A that Nature’s Miracle brought little if any revenues and operating expenses to the combined entity. Tell us your consideration of ASC 805-10-55-3A through 55-6 and ASC 805-10-55-8 through 55-9 as to…

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 Response : In response to the Staff’s comment, the disclosure has been revised accordingly and each of…

4. Please address the following: Revise your footnotes as well as the Critical Accounting Policies section of the MD&A for DMT Program to clearly confirm that such financial statements reflect all of the revenues and expenses of the program as well as all expenses allocated to the program. Refer to Staff Accounting Bulletin Topic 1B.1.

1. Please expand your discussion of your results of operations to provide a more comprehensive and quantified discussion and analysis of the factors that impacted your results between comparative periods. Please revise your future annual and quarterly filings to provide the following: • Expand your discussion of net sales to quantify how much of the increase in net sales was due to changes in volume, changes in selling prices and changes in product mix. Please also discuss and quantify the impact of market demand and favorable pricing including the impact of the recovery of global markets from the negative effects of COVID-19 on 2020 production. Given your increase of 46% in net sales from the year ended December 31, 2020, please quantify and explain how your supply chain constraints negatively impacted your net sales from period to period; • Expand your discussion of gross profit to…

4. We note disclosure of the $12 million impairment related to certain trademarks deemed as irrecoverable recorded during the fiscal nine months ended October 2, 2022. Please revise MD&A to clarify where you have recorded this impairment. Also, explain to us where the impairment is included in the intangible assets footnote on page F-10.