Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019


February 24, 2021






Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549


Re: Hawks Acquisition Corp
  Registration Statement on Form S-1


Ladies and Gentlemen:


On behalf of our client, Hawks Acquisition Corp, a Delaware corporation (the “Company”), we confidentially submit a draft registration statement on Form S-1 (the “Registration Statement”) for an underwritten offering of units consisting of common stock and warrants. The Registration Statement is confidentially submitted pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act of 2012, as amended, for non-public review by the staff of the Securities and Exchange Commission prior to the public filing of the Registration Statement.


Any questions or notifications with respect to this letter should be directed to the undersigned at (212) 373-3588.


  Very truly yours,
  /s/ Brian M. Janson
  Brian M. Janson


cc: John Carney Hawks
  Hawks Acquisition Corp
  Gregory P. Rodgers, Esq.
  Ryan J. Maierson, Esq.
  Latham & Watkins LLP