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      Unassociated Document

        April
          20,
          2007

        VIA
          FEDERAL EXPRESS AND EDGAR

        United
          States Securities and Exchange Commission

        Office
          of
          Emerging Growth Companies

        100
          F
          Street, NE - Mail Stop 3561

        Washington,
          D.C. 20549

        Attn: Mr.
          Duc
          Dang

                  Re:

                  Healthcare
                    Acquisition Corp.

                  Preliminary
                    Proxy Statement

                  Filed
                    on February 9, 2007

                  File
                    No. 1-32587

        Ladies
          and Gentlemen:

        On
          behalf
          of Healthcare Acquisition Corp. (the “Company”
or
          “HAQ”), we are electronically transmitting hereunder of Amendment No. 1
          (“Amendment
          No. 1”)
          to the
          Preliminary Proxy Statement filed with the Securities and Exchange Commission
          (the “Commission”) on February 9, 2007 (the “Proxy
          Statement”)
          together with this letter which responds to the Staff’s comments to the
          Preliminary Proxy Statement set forth in a letter from John Reynolds, Assistant
          Director dated March 20, 2007, addressed to John Pappajohn, Chairman of
          the
          Board.

        We
          are
          authorized by the Company to provide the response contained in this letter
          on
          behalf of the Company. In this letter, we have recited the comments from
          the
          Staff in bold and have followed each comment with the Company’s response. Please
          note that the entire filing has been modified and updated to reflect the
          inclusion of financial statements for each of Healthcare Acquisition and
          PharmAthene, Inc.  at December 31, 2006.  Marked courtesy copies of
          this filing are being sent via overnight courier to Messrs. John Reynolds,
          Duc
          Dang and David Link.

        General

                1.

                  We
                    note
                    the
                    disclosure in the first risk factor on page 38 that your board
                    did not
                    determine a specific value for the target. Please revise your
                    letter and
                    notice to stockholders and summary section to highlight this
                    fact.
                    Further, in the appropriate section, please revise to clarify
                    how such
                    conduct is consistent with the disclosure in your IPO prospectus.
                    Clarify
                    how the board determined the merger to be fair, without determining
                    the
                    value of the target.

        We
          have
          revised the letter and notice to stockholders and summary section to clarify
          that the aggregate consideration being paid to the PharmAthene stockholders
          and
          noteholders is reflective of the price determined by the Board of Directors
          as
          the value of PharmAthene. We have revised the Preliminary Proxy Statement
          to
          clarify how such conduct is consistent with the disclosure in our IPO
          prospectus. Further, we have substantially modified and enhanced the Background
          of the Merger discussion and related topics at pages 51 through 59 to disclose
          the analytical bases for the Board’s reasons for the Merger with PharmAthene. We
          have cross referenced their discussions in the letter and notice to
          stockholders.

                2.

                  We
                    note the boldfaced disclosure in the forepart that shareholders
                    must
                    present their physical stock certificate on the business day
                    prior to the
                    date of the special meeting. On page 48, you disclose that shareholders
                    “will only be entitled to receive cash for these shares if you
                    continue to
                    hold these shares through the closing date of the merger and
                    then tender”
                    the certificate to you. The noted disclosures are not consistent.
                    Please
                    revise to reconcile your disclosure.

        We
          have
          revised this discussion to reflect that the shareholders who demand their
          portion of the trust fund have until 5:00 p.m. on the business day following
          closing of the merger to deliver their share certificates to the transfer
          agent.
          This modification removes, we believe, any confusion regarding the physical
          possession of the share certificates and voting rights (even though record
          holders as of the record date would retain all voting rights absent an
          agreement
          with a transferee otherwise). Please see page 46.

                3.

                  We
                    note the disclosure that tendering of the physical stock certificate,
                    please revise to clarify how shareholders will vote such shares
                    in the
                    special meeting if they no longer hold such shares, in street
                    name or
                    otherwise.

        Holders
          of record as of a record date are accorded voting rights under general
          corporate
          law (absent some agreement by the record holder to sell or transfer his
          voting
          rights) and physical possession of a share certificate is not required.
          However,
          as we have modified the discussion of the surrender of share certificates
          as
          outlined under our response to Comment 2 above, we believe that this issue
          has
          been resolved.

                  4.

                    In
                      connection with comment two, please revise to disclose the
                      rationale for
                      requiring the tendering before the meeting when the conversion
                      is
                      predicated on the merger getting approved, which may not occur.

        We
          have
          revised the Preliminary Proxy Statement to reconcile our disclosure and,
          therefore, we believe that this Comment is no longer applicable. Please see
          our response to Comment 2 above.

            2

                5.

                  In
                    connection with comment two, please revise in appropriate locations
                    to
                    clearly disclose the minimum amount of time that will be provided
                    to
                    shareholders to tender their shares for the conversion rights.
                    Clarify if
                    shareholders who tender their shares are still entitled to attend
                    the
                    meeting.

        We
          have
          revised the Preliminary Proxy Statement in appropriate locations to clearly
          disclose that shareholders will hold their shares until after closing of
          the
          Merger before they are required to tender their shares for the conversion
          rights. Please see page 48.

                6.

                  In
                    your disclosure discussing the conversion of shares, please revise
                    to
                    provide a step by step procedure, including the timing of the
                    tendering of
                    shares.

        We
          have
          revised the Preliminary Proxy Statement to provide a step by step procedure,
          including the timing of the tendering of shares for each conversion. Please
          see
          page 48.

                  7.

                    In
                      the appropriate sections, please revise to clearly discuss
                      the costs
                      associated with obtaining physical possession of the stock
                      certificates by
                      shareholders who hold their shares in street name. If possible,
                      in the
                      appropriate section, please revise to disclose the percentage
                      of your
                      shares that are held in street name.

        We
          have
          revised the Preliminary Proxy Statement to disclose that there may be costs
          associated with obtaining physical possession of the stock certificates
          by
          shareholders who hold their shares in street name. Based upon the Company’s
          discussion with its transfer agent and with general discussions with broker
          dealer firms, the costs are assessed by the broker dealer firm (or its
          clearing
          agent) and differ from firm to firm. Therefore, we cannot include a
          definitive cost in the discussion. Please see pages 5 and 48.

        We
          have
          also included disclosure regarding the percentage of our common stock held
          in street name.

        Proxy
          Card

                8.

                  Please
                    revise to highlight the entire sentence which indicates “If no direction
                    is made, this proxy will be voted “FOR” Proposals 1, 2 and 3”.

        We
          have
          revised the Proxy Card to highlight the entire sentence which indicates
“If no
          direction is made, this proxy will be voted “FOR” Proposals 1, 2, and 3. Please
          see the Proxy Card.

        Notice
          of Special Meeting of Stockholders

                  9.

                    In
                      the second paragraph after the caption “your vote is important” we note
                      the disclosure that you will not have sufficient time or resources
                      to find
                      another target should this one fail. We also note the disclosure
                      here and
                      elsewhere that you will commence the winding up, dissolution
                      and
                      liquidation “in accordance with the terms” of your certificate of
                      incorporation and the trust agreement. Instead, please revise
                      to disclose
                      the actual amount of time you will wait after a failure to
                      approve the
                      merger has taken place to initiate the winding up, dissolution
                      and
                      liquidation of your company.

            3

        We
          have
          revised the Preliminary Proxy Statement to disclose the actual amount of
          time
          that the Company will wait after a failure to approve the merger has taken
          place
          to initiate the winding up, dissolution and liquidation of the Company.
          The
          Company believes that it will be able to commence the dissolution process
          within
          5 business days of the vote, assuming the merger is not approved and has
          included such disclosure. Please see the Notice of Special Meeting of
          Stockholders.

                  10.

                    Also
                      here and in the appropriate section, please revise to clarify
                      what actions
                      you will take if a vote for dissolution is rejected.

        We
          have
          revised the Preliminary Proxy Statement to clarify that the Company will
          continue to seek approval of dissolution if a vote for dissolution is rejected,
          but that there can be no assurance that such approval would ever be obtained.
          Please see the Notice of Special Meeting of Stockholders and pages 41-43,
          63 and
          122.

        Summary
          of the Material Terms of the Merger, page 1

                11.

                  Please
                    revise to disclose the exchange ratio of your securities to those
                    of the
                    target.

        We
          have
          revised the Preliminary Proxy Statement to disclose the exchange ratio
          of the
          securities to those of the target. Please see pages 66-67. We also included
          the
          disclosure under the section regarding the terms of the merger at page
          1.

        Questions
          and Answers, page 2

                12.

                  In
                    question and answer 15 on page 5, we note that a “portion of the proceeds”
                    will be used to “finance the merger”. Please revise to clarify if that
                    means cash will be used as consideration for the merger or if
                    it
                    is
                    just being used to
                    pay expenses.

        We
          have
          revised the disclosure to clarify how the merger consideration is being
          paid and
          how expenses and conversion of shares are being paid. As disclosed in numerous
          sections of the Preliminary Proxy Statement, the actual merger consideration
          includes no cash other than the milestone payments, which are
          contingent and deferred underwriter costs, expenses related to the
          transaction and possible conversion of trust funds for shareholders so
          electing;
          substantially all of the amounts held in the trust fund, assuming the
          merger is completed, will be used for working capital of the post merger
          company. Please see page 9.

                13.

                  We
                    note the disclosure at the bottom of page five that you did not
                    obtain a
                    valuation or fairness opinion. Please revise to include a question
                    and
                    answer to clarify the value that your officers and directors
                    assigned to
                    the target and not just the fact that it exceeds 80% of your
                    net assets.

            4

        We
          have
          revised the disclosure to include a question and answer to clarify that
          the
          value that the management of the Company assigned to the target is based
          upon
          the purchase price as negotiated by the parties and not just the fact that
          it
          exceeds 80% of the net assets. As stated elsewhere in this letter, we have
          significantly modified the discussion of the Merger and submit that we
          have
          included disclosure which provides stockholders with a full discussion
          of the
          reasons for the Merger and valuation analysis of the Board. Please see
          pages 7
          and 60-61.

                    14.

                      We
                        note the inclusion of the public warrants to determine the
                        36.7% amount of
                        aggregate ownership by PharmAthene security holders. Since
                        you have
                        included the public warrants, please disclose the ownership
                        percentages
                        taking into account the possible conversion of the convertible
                        notes.

        We
          have
          revised the Preliminary Proxy Statement to disclose the ownership percentages
          taking into account the possible conversion of the convertible notes. Please