October 30, 2019

Roderick Wong, M.D.
Chief Executive Officer
Health Sciences Acquisitions Corporation
412 West 15th Street
Floor 9
New York, NY 10011

       Re: Health Sciences Acquisitions Corporation
           Preliminary Proxy Statement on Schedule 14A
           Filed October 2, 2019
           File No. 001-38906

Dear Dr. Wong:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed October 2, 2019

Questions and Answers About the Proposals for HSAC Stockholders, page 2

1.    Please revise this section to add a question and answer that highlights
the business
      combination consideration, including the relative equity ownership
percentage split and
      the earnout provision. Also, please include the post transaction equity
value of the
      combined company and the value of equity to be issued to the Immunovant
shareholders.
      In regards to the post transaction equity value, we refer to the
"Immunovant and HSAC to
      merge" section in your October 2019 investor presentation.
What vote is required to approve the Proposals?, page 4

2.    With reference to the voting agreements discussed on page 11, please
revise to indicate:
      (i) the total number of shares that are subject to voting agreements and
(ii) the number of
      shares that are not subject to voting agreements, including the number of
shares that must
 Roderick Wong, M.D.
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Health Sciences Acquisitions Corporation
Comapany NameHealth Sciences Acquisitions Corporation
October 30, 2019
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         be voted in favor of each proposal in order to earn approval.
Summary of the Proxy Statement
The Parties to the Business Combination, page 7

3.       Please expand your description of Immunovant Sciences Ltd. to disclose
its relationship
         with the Roivant family of companies, including its reliance on
services agreements with
         RSI and RSG as well as RSL's controlling interest in Immunovant and
its continued
         controlling interest in the Combined Company.
The Sponsor and HSAC's independent directors control a substantial interest in
HSAC..., page 65

4.       We note your disclosure that certain public stockholders have already
agreed to vote "in
         favor of each of the 14 proposals." It appears you are submitting five
proposals to a vote.
         Please advise or revise as appropriate.
The Combined Company will be required to meet the initial listing requirements
to be listed on
the Nasdaq..., page 66

5.       According to your disclosure on page 91, the closing of the merger is
conditioned upon
         Nasdaq approval for listing. Accordingly, please tell us why the risks
listed in the bullet
         points are applicable.
Special Meeting of HSAC Stockholders
Voting Your Shares, page 76

6.       Your disclosure on page 4 indicates that your proxy card will also be
used for purposes of
         exercising share redemption rights. With reference to your disclosures
on pages 76 and 77
         concerning the treatment of signed cards that lack voting indications,
please tell us
         whether the proxy card must be signed in order for shareholders to
redeem their shares.
         Please also provide us with a form of the proxy card.
Redemption Rights, page 77

7.       Please revise the disclosure here and on page 4, as applicable, to
clarify whether
         shareholders may demand redemption at any time or whether this right
is only in
         connection with the proposed Business Combination.
Background of the Business Combination, page 80

8.       With reference to your disclosure on page 81, please revise to explain
the transaction
         criteria used by your management in your search for target companies.
9.       With reference to your disclosure on page 81, please discuss why you
did not pursue
         transactions with the 25 potential business combination candidates
that you reviewed.
10.      Please revise page 81 concerning the preliminary proposals that you
submitted to the four
         target candidates by disclosing all material proposal terms, including
transaction structure,
 Roderick Wong, M.D.
FirstName LastNameRoderick Wong, M.D.
Health Sciences Acquisitions Corporation
Comapany NameHealth Sciences Acquisitions Corporation
October 30, 2019
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FirstName LastName
         valuation and equity split distribution.
11.      With reference to your disclosure on page 82, please discuss why HSAC
management
         determined that the autoimmune anti-FcRn sector should be the focus
for the search for a
         suitable target and whether other companies in this sector were
evaluated.
12.      Please revise to provide greater detail concerning the material issues
discussed and the key
         terms negotiated with Immunovant. In this regard, please disclose the
terms of your May
         30 proposal and subsequent proposals and disclose how, when, and why
the material
         terms proposed by the parties evolved over the next four months.
13.      With reference to your disclosure on page 11 and elsewhere, please
revise to explain in
         greater detail the various industry and financial data and the due
diligence and evaluation
         materials provided by Immunovant to your management.
General Description of the Business Combination, page 80

14.      Please revise the second paragraph in this section to discuss whether
the assumption that
         holders of 4,578,600 redeem their shares corresponds with the maximum
number of
         shares that may be redeemed.
The Business Combination Proposal, page 80

15.      Please revise to include a brief discussion of the material tax
consequences to current
         HSAC stockholders or advise.
Summary of HSAC Financial Analysis, page 86

16.      Please revise to explain how the Board derived the $10.00 per share
valuation for the post
         merger HSAC shares, including all material assumptions necessary to
this calculation.
17.      Given the current development status of the target's operations,
please revise to disclose
         why you selected four companies with candidates in Phase 3 for
purposes of your
         financial analysis. In your revised disclosure, please also explain
how each of the four
         companies with candidates in Phase 3 are comparable.
The Amendment Proposal, page 95

18.      We note that Article VII of your Amended and Restated Certificate of
Incorporation
         appended to this proxy as Annex B provides that the federal district
courts of the United
         States of America shall be the exclusive forum for the resolution of
any complaint
         asserting a cause of action arising under the Securities Act of 1933,
subject to and
         contingent upon a final adjudication in the State of Delaware of the
enforceability of such
         exclusive forum provision. Please revise your disclosure on page 96 to
conform with your
         federal forum selection provision, which is subject to a final
adjudication regarding the
         enforceability of such exclusive forum provision. We also note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
 Roderick Wong, M.D.
Health Sciences Acquisitions Corporation
October 30, 2019
Page 4
      brought to enforce any duty or liability created by the Securities Act or
the rules and
      regulations thereunder. Please include such disclosure in a separate risk
factor discussing
      this provision and address any questions of enforceability.
Immunovant Sciences Ltd.'s Business, page 133

19.   We note your reference on page 135 to "first in-class." This term
suggests that your
      product candidates are effective and likely to be approved. Further, it
is inappropriate for
      you to state or imply that you will achieve a given market share given
the length of time
      and uncertainty with respect to securing marketing approval for your
product candidates.
      Please delete this reference. If your use of this term was intended to
convey your belief
      that the products are further along in the development process, you may
discuss that you
      are not aware of competing products that are further along in the
development process.
       Statements such as these should be accompanied by cautionary language
that the
      statements are not intended to give any indication that the product
candidates have been
      proven effective or that they will receive regulatory approval.
        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.

       You may contact Sasha Parikh at 202-551-3627 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with any
other questions.



                                                            Sincerely,
FirstName LastNameRoderick Wong, M.D.
                                                      Division of Corporation
Finance
Comapany NameHealth Sciences Acquisitions Corporation
                                                      Office of Life Sciences
October 30, 2019 Page 4
cc:       Giovanni Caruso, Esq.
FirstName LastName