Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
|June 14, 2007|
U.S. Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549
We are transmitting for filing Amendment No. 3 to the Preliminary Proxy Statement on Schedule 14A (the Proxy Statement) of HAPC, INC. (HAPC)
The Proxy Statement was initially filed on December 7, 2006. HAPC filed Amendment No. 1 to the Proxy Statement on February 14, 2007 in response to the comments of the staff (the Staff) of the U.S. Securities and Exchange Commission contained in a letter dated January 17, 2007. HAPC filed Amendment No. 2 to the Proxy Statement on April 20, 2007 in response to the comments of the Staff contained in a letter dated March 26, 2007. HAPC is filing Amendment No. 3 to the Proxy Statement in response to the comments of the Staff contained in a letter dated May 22, 2007. A memorandum containing HAPCs specific responses to the Staffs comments is attached.
Please direct any questions regarding the attached filing to the undersigned at 212-309-6103, or to Howard Kenny at 212-309-6843.
|Very truly yours,|
|Martina A. Brosnahan|
|Erin Enright, Chief Financial Officer|